Additional Cooperation. The Recipient(s) agree to cooperate with and assist the Initiator and its Affiliates in connection with the sale process. Such cooperation shall include, without limitation, answering prospective purchaser’s questions regarding any asset or leases, and assisting with compiling and providing customary information and obtaining customary estoppel certificates in the form required by the prospective purchaser. The Recipient(s) shall not be entitled to any additional compensation for performing the foregoing services and shall not be deemed to be appointed to act as a broker in respect thereof.
Additional Cooperation. (a) NewCo, the Company, Parent and the Purchaser agree that, from the date of this Agreement until the Closing, no such party nor any of its Subsidiaries will, directly or indirectly, knowingly take any actions or omit to take any actions that would or would reasonably be expected to (i) result in any of the conditions set forth in Section 10 not being satisfied, (ii) result in new or additional required approvals from any Governmental Authority that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents or (iii) materially impair, interfere with, hinder or delay the ability of the Company, NewCo, Merger Sub, Parent or the Purchaser to consummate the transactions contemplated by the Transaction Documents.
(b) Without limiting Section 7.4 of the Asset Transfer Agreement, Parent and the Purchaser will cooperate with NewCo with respect to providing such information and access to Parent’s and the Purchaser’s and their Subsidiaries’ employees and the employees of their independent accountants as is reasonably necessary for NewCo to comply on a timely basis with its disclosure and reporting obligations under the Exchange Act and the Securities Act including any such obligations arising out of a registration (or other offering) of any securities of NewCo, including any registration of NewCo Common Stock in connection with the consummation of the Merger. Such cooperation will include using reasonable efforts to provide NewCo with such audited financial statements and interim financial statements (reviewed by Parent’s and the Purchaser’s independent accountants in accordance with SAS 100) for the business transferred in connection with the KO Asset Transfer (in each case, prepared on a historical basis taking into account required adjustments and other requirements of Regulation S-X under the Exchange Act) as may be required to be presented under the Exchange Act or the Securities Act, using reasonable efforts to cause Parent’s and the Purchaser’s independent accountants to provide any required consents for the inclusion of such financial statements in any registration statement, making appropriate officers of Parent and the Purchaser and their respective Subsidiaries available for any reasonable and customary due diligence efforts with respect to any registration (or other offering) of NewCo securities and using reasonable efforts to cause Parent’s and the Purchaser’s independent a...
Additional Cooperation. Without limiting the other provisions of this Article 5, each Party shall use commercially reasonable efforts to take all actions and to do all things necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement.
Additional Cooperation. Any Lender claiming any amount pursuant this Section 2.16 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested by the Borrower or to change the jurisdiction of such Lender's Applicable Lending Office if such a filing or change would avoid the need for or reduce the amount payable by the Borrower under this Section 2.16 and would not, in the good-faith determination of such Lender, otherwise be disadvantageous to such Lender.
Additional Cooperation. Seller and Buyer agree to execute such additional documents or take such additional action, without cost or expense, as may be reasonably necessary or desirable to carry out the provisions of this Agreement or to further perfect the conveyance, transfer and assignment of the Property to Buyer. This provision survives the Closing.
Additional Cooperation. SERI shall cooperate and assist MESC and the Lender Representative in connection with all of the transactions and negotiations relating to the restructuring of MESC, including negotiations with KCTC and/or Sappi relating to (i) the development and construction of the Cogen Project and the proposed new pulping operation (the "New Pulp Mill"), (ii) the location of the Cogen Project, (iii) the obtaining of all rights of way and easements necessary for the construction and operation of the proposed New Pulp Mill and the Cogen Project, (iv) any necessary amendments of, or supplements to, any Energy Services Agreement, the Master Operating Agreement or any other agreement relating thereto, and (v) any common site services. The Parties will use commercially reasonable efforts either (x) to cause the filing of a Comprehensive POR with the Bankruptcy Court or (y) or to obtain the approval of the Bankruptcy Court of a motion to compromise approving those material agreements described in the Settlement Term Sheet, including the New KCTC ESA, the Settlement Agreement (certain portions of which may not be approved until the Confirmation Order for MESC), and the Option Agreement and authorizing MESC to implement such transactions (the "KCTC Compromise Approval"), in either case on or before February 29, 2000.
Additional Cooperation. The Parties shall cooperate with each other to execute such additional documents and take such additional actions as are necessary to carry out the provisions of this Agreement.
Additional Cooperation. The two organizations will further explore areas of mutual interest and cross-promote each other’s organization whenever possible.
Additional Cooperation. Director agrees not to assert any rights against the Company or seek compensation from the Company for the foregoing assignment or the Company’s use of Assignable Technology. Director will promptly disclose to the Company all knowledge that Director obtains regarding Assignable Property, and at the request of the Company, and without expense or additional compensation, Director will provide the Company with whatever assistance, including (i) signing whatever documents as are requested by the Company to further evidence and perfect the Assignment and obtain for the Company patents, copyright protection, assignment of rights and protection of trade secrets, or (ii) taking any other action the Company deems appropriate for securing or protecting its rights in Assignable Property or other intellectual property of the Company.
Additional Cooperation. Notwithstanding anything in Section 9(n) to the contrary, (i) Executive and the Company shall coordinate with Executive’s schedule so as to minimize the extent to which any cooperation obligation under Section 9(n) interferes with Executive’s other business activities, and (ii) the Company shall pay Executive’s travel expenses (transportation, lodging, meals, etc.) in a level of comfort comparable to that enjoyed while employed hereunder and reasonable attorneys’ fees of counsel selected by him, incurred in order to satisfy Executive’s obligations under Section 9(n).
