Pre-Closing Cooperation Sample Clauses
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Pre-Closing Cooperation. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement as soon as practicable, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the taking of such actions as are necessary to obtain any requisite Consent, provided that the Sellers shall not be obligated to make any payment or deliver anything of value to any Third Party (other than filing and application fees to Government Entities, all of which shall be paid or reimbursed by the Purchaser) in order to obtain any Consent; (ii) taking reasonable actions to defend any Actions filed against such Party by or before any Government Entity challenging this Agreement or the consummation of the Closing (or to cooperate with the other Party in the case of any such Action filed against such other Party); and (iii) using reasonable efforts to cause to be lifted or rescinded any injunction, decree, ruling, order or other action of any Government Entity adversely affecting the ability of the Parties to consummate the Closing; provided, that such reasonable efforts described in clauses (ii) and (iii) above shall not require either Party to take, or agree to take any action, that would reasonably be expected to materially and adversely impact the Business or any other business of such Party.
(b) Each Primary Party shall promptly notify the other Primary Party of the occurrence, to such party’s knowledge, of any event or condition, or the existence, to such party’s knowledge, of any fact, that would reasonably be expected to result in any of the conditions set forth in Article IX not being satisfied.
(c) The Purchaser hereby covenants and agrees until the Closing Date or the earlier termination of this Agreement in accordance with Article X:
(i) to reserve for issuance the Shares in connection with the transactions contemplated by this Agreement;
(ii) not to pay any dividend or make any cash distribution on or in respect of its outstanding common stock, other than normal and customary cash dividends, consistent with past practice; and
(iii) that except with respect to any matter expressly contemplated by this...
Pre-Closing Cooperation. From the date of execution of this Agreement until the Closing of the Transaction, each Party agrees to provide the other Party and its designated representatives with access to all reasonably relevant information regarding the Party that the other Party requests.
Pre-Closing Cooperation. From the date of this Agreement until the earlier of Closing or termination of this Agreement pursuant to Section 13.1, each party shall, and shall cause its Affiliates and their respective directors, officers, employees and other Representatives to, from time to time, at the reasonable request of the other party, cooperate with the other party and use reasonable best efforts to facilitate the transactions contemplated by the Transaction Agreements, provided, however, that any access or furnishing of information shall be conducted during normal business hours, under the supervision of the other party’s personnel and in such a manner as not unreasonably to interfere with the normal operations of the other party. Notwithstanding anything to the contrary in this Agreement, the other party shall not be required to disclose any information to the requesting party or its Representatives if such disclosure would, in the other party’s good faith determination, (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof.
Pre-Closing Cooperation. (a) Prior to, and in connection with, the Closing, upon the terms and subject to the conditions of this Agreement, each of the Parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement as soon as practicable and cause the fulfillment at the earliest practicable date of all of the conditions to the other Parties’ obligations to consummate the transactions contemplated by this Agreement, including: (i) the preparation and filing of all forms, registrations, notices, applications and submissions required or advisable to be filed to consummate the Closing and the taking of such actions as are necessary to obtain any requisite Consent (other than Consents in respect of Assigned Contracts, which are covered by Section 2.1.7(d)); provided that the Sellers shall not be obligated to make any payment or deliver anything of value to any Third Party (other than filing and application fees to Government Entities, all of which shall be paid or reimbursed by the Purchaser) in order to obtain any Consent; (ii) defending all Actions by or before any Government Entity challenging this Agreement or the consummation of the Closing, (iii) using commercially reasonable efforts to cause to be lifted or rescinded any injunction, decree, ruling, order or other action of any Government Entity that would prohibit, prevent, restrict or materially delay the consummation of the transactions contemplated by this Agreement, and (iv) cooperating in any reorganization of the Sellers that the Sellers consider necessary for the Sellers to facilitate the transactions contemplated hereby, any such reorganization to occur on or prior to the Closing Date. With respect to all supply Contracts related to the Business, after the entry of the U.S. Sale Order, and in respect of the Canadian Debtors, after the entry of the Canadian Sales Process Order, the Sellers shall (i) at the Purchaser’s request to the extent permitted by Law (including any applicable Antitrust Laws), send a letter substantially in the form set forth in Exhibit 5.4(a) to each of the counterparties to such Contracts, as identified in writing to by the Purchaser to the Main Sellers, and (ii) provide to the Purchaser such contact information as is reasonably requested by the Purchaser with respe...
Pre-Closing Cooperation. In the event requested by the Acquiror, prior to the Closing, the Company shall cooperate with the Acquiror, at Acquiror’s sole cost and expense, to assist the Acquiror in obtaining certified ALTA or other types of surveys with respect to each parcel of Owned Real Property and, subject to the terms and provisions of the Real Property Leases, the Leased Real Property desired by the Acquiror. In the event requested by the Acquiror, prior to the Closing, the Company shall cooperate with Acquiror, at Acquiror’s sole cost and expense, to assist the Acquiror in obtaining policies of title insurance insuring Acquiror’s title to the Owned Real Property and Leased Real Property. The Company shall, and shall cause the Transferred Entities to, use commercially reasonable efforts to deliver, at or prior to the Closing, owner’s affidavits and title clearance documents as may be reasonably necessary to enable Fidelity National Title (“Title Company”) to issue title commitments and title policies insuring title to any parcel of Real Property in the Acquiror as required by the terms and provisions of this Agreement, provided in no event shall any such affidavits or title clearance documents increase the liabilities, obligations or indemnities of the Company agreed to under this Agreement. For the avoidance of doubt, neither the delivery of ALTA surveys nor the issuance of any title insurance policies shall be a condition to Closing.
Pre-Closing Cooperation. The Seller shall cooperate in good faith with the Internet Buyers to provide such data and other information and to take such other actions as reasonably requested by the Internet Buyers in order for the Internet Buyers to be able to conduct the Transferred Internet Business as of the Internet Closing Date.
Pre-Closing Cooperation. After delivery of the Estimated Closing Statement and prior to the Closing, Buyer and its Representatives may ask Seller questions related to, provide comments on or raise disagreements with the Estimated Closing Statement, and (i) Seller and Buyer shall reasonably cooperate with respect to any such questions, comments and/or disagreements and (ii) Seller shall consider any such questions, comments and disagreements in good faith. If Buyer and Seller do not agree on the Estimated Closing Statement following such good faith discussions, the Estimated Closing Statement delivered by Seller shall be used for purposes of calculating the Estimated Closing Consideration; provided, that the basis for any such question, comment or disagreement raised by Buyer or any of its Representatives and not incorporated into the Estimated Closing Statement shall not be deemed waived and as such may be taken into account in the preparation of and reflected in the Closing Statement delivered by Buyer pursuant to and in accordance with Section 1.6(a) (for the avoidance of doubt, subject to Seller’s review and dispute rights under the other terms of Section 1.6).
Pre-Closing Cooperation. Each party shall furnish all such information, sign any documents, forms or filings, or take any such measures as may be necessary in order to effectuate the purposes of this transaction including, without limitation, all measures in connection with any government filings, instructions or notices to the Owner Trustee or Indenture Trustee, etc.
Pre-Closing Cooperation. From and after the expiration of the Due Diligence Period, the Buyer shall have the right, at the Buyer’s sole cost and expense, to conduct leasing and construction activities in the building at the Property (except with respect to the Leased Premises, for which all construction shall be conducted by Seller at its sole cost and expense). All such activities shall be subject to approval by the Seller in the Seller’s reasonable discretion, and shall further be subject to such reasonable requirements (e.g., insurance, compliance with laws, indemnification, non-interference, lien-free completion) as the Seller may impose on the Buyer and/or such activities.
Pre-Closing Cooperation. (a) Prior to the Closing, subject to the terms and conditions of this Agreement (including Section 5.6, which, for the avoidance of doubt, shall exclusively govern the Parties' obligations with respect to seeking the Mandatory Regulatory Approvals and any other Consents of applicable Government Entities other than those set forth in Section 5.6(g)), each of the Primary Parties shall (and each Primary Party shall cause its Subsidiaries and Affiliates to) use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to cooperate with the other Primary Party and its Subsidiaries and Affiliates in order to do or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement as soon as practicable and cause the fulfillment at the earliest practicable date of the conditions to the Parties’ obligations to consummate the transactions contemplated by this Agreement as set forth in Section 7.1, including: (i) without limiting Section 5.8(a), using reasonable best efforts to prepare and make filings with the appropriate Government Entities as necessary to record one of the Sellers as the owner of the Patents listed on Section 5.5(a) of the Sellers Disclosure Schedule and any other Assets where further action and cooperation is required by Sellers to vest title with the Purchaser at Closing;