Certain Assistance Sample Clauses
The 'Certain Assistance' clause obligates one party to provide specific support or cooperation to the other party as needed to fulfill the agreement's objectives. This may include actions such as supplying necessary documents, facilitating access to information, or assisting with regulatory filings. By clearly outlining these support obligations, the clause ensures that both parties can effectively perform their contractual duties and helps prevent delays or obstacles that could arise from a lack of cooperation.
Certain Assistance. In the event that NEP Member does not exercise the Call Option prior to expiration of the Call Option Period (or, if applicable, the Call Option Period Extension), then NEP Member shall use commercially reasonable efforts to assist the Class B Members in connection with a private placement of the Class B Units then held by such Class B Members and their Affiliates (or then held by the lenders under the Debt Financing (as that term is used in the Purchase Agreement)). In furtherance of the foregoing, the Managing Member shall, and shall cause the Company and its subsidiaries to, use commercially reasonable efforts to cooperate with, provide reasonable assistance with respect to, and take customary actions reasonably requested by the Class B Members, including (a) making the Company’s properties, books and records, and other assets reasonably available for inspection by potential acquirers, (b) establishing a physical or electronic data room that includes materials customarily made available to potential acquirers in connection with such processes, (c) upon reasonable notice, making employees of the Managing Member, the Company, and its Affiliates reasonably available for presentations, site visits, interviews, and other diligence activities, and (d) reasonably assisting in the termination of Encumbrances on the Class B Units under any Class B Permitted Loan Financing and in the perfection of any security interest of other Encumbrances on the Class B Units by the lenders of any such potential acquirers, subject, in each case, to customary confidentiality provisions; provided that none of the foregoing actions unreasonably interferes with the operation of any business of the Company or any of its subsidiaries. The Class B Members and their Affiliates shall, promptly upon written request by NEP Member, reimburse NEP Member and its Affiliates for all reasonable and documented out-of-pocket costs, fees, and expenses (including attorneys’ fees and expenses), to the extent such costs, fees, and expenses are incurred by such Person or any of the directors, officers, managers, members, partners, employees, stockholders, representatives, advisors, or Affiliates of such Person in connection with any such Person’s complying with the obligations under this Section 7.06.
Certain Assistance. If one Member seeks to sell or assign all or ------------------ part of its jointly-owned interest in such distributed intellectual property to a third party or parties, in a jurisdiction in which such sale or assignment requires by law, as advised by the requesting Member's intellectual property counsel the consent or acknowledgment of the other Member as joint owner of such intellectual property, such other Member will execute and delivery such customary documents, at its own expense, to assist the selling or assigning Member to complete such sale or assignment, as the selling or assigning Member requests in good faith of such other Member.
Certain Assistance. The Company shall, and shall procure iKang Healthcare Technology Group Co., Ltd. (爱康健康科技集团有限公司) to, use commercially reasonable efforts to facilitate and assist in discussions with the relevant lenders under the agreements set forth in Section 6.20 of the Company Disclosure Schedule on reaching an agreement mutually acceptable by Parent.
Certain Assistance. 39 SECTION 7.11 Exchange Act and NYSE Filings..............................39 SECTION 7.12 Representations............................................40 SECTION 7.13 Support Agreement..........................................40 SECTION 7.14
Certain Assistance. After the Closing, for a reasonable amount of time not to exceed ninety (90) days, Buyer shall endeavor to assist Manatee and its subsidiaries with preparing its billing, payroll and bookkeeping. It will also promptly forward to Manatee any of Manatee's accounts receivable that are delivered to it. Notwithstanding the foregoing, Buyer and the Company and the Subsidiaries shall have no obligation to expend any funds (beyond ordinary and reasonable wages) with respect to the foregoing and shall have no liability with respect to any failure to perform any of the foregoing.
Certain Assistance. (a) At or prior to Closing, the Company shall, and shall cause its subsidiaries to, take such commercially reasonable steps as may be requested by Merger Sub in connection with the following:
(i) At Merger Sub's reasonable request, with respect to any material parcel of leased real property, the Company shall use reasonable efforts to deliver to Merger Sub a nondisturbance agreement, a consent and waiver and/or an estoppel letter executed by the landlord, lessor, and/or licensor of such leased real property, in each case, in form and substance reasonably acceptable to Merger Sub;
(ii) At Merger Sub's reasonable request, the Company shall furnish such financial statements as may be reasonably requested by Merger Sub in connection with the financing of the Transactions; and
(iii) At Merger Sub's reasonable request, the Company shall take or cause to be taken any other reasonable actions reasonably necessary to arrange financing for the Company or obtain amendments or waivers to contracts and agreements relating to indebtedness of the Company existing as of the date of this Agreement.
(b) No actions taken at the direction of Merger Sub by or on behalf of the Company in connection with its obligations under this Section 7.10 or arising as a result of the taking of such action shall constitute a breach of any representation or warranty of the Company contained in this Agreement for any purpose hereunder. Notwithstanding anything to the contrary set forth herein, the effectiveness of any such actions by the Company shall be conditioned upon the consummation of the Merger. Nothing contained in this Section 7.10 shall be deemed to constitute a condition to any obligation of Parent or Merger Sub hereunder that Parent or Merger Sub receive any financing in connection with the Transaction.