Closing Cooperation. The Closing shall take place at the office of Xxxxx Xxxx LLP, 000 X. Xxxxxxxx, Xxxxx 0000, Xx. Xxxxx, Xxxxxxxx at 10:00 a.m. local time on February ___, 2001, or, if the conditions to the Closing are not by then satisfied, upon satisfaction of such conditions, the date on which the Closing actually occurs being referred to herein as the “Closing Date.” Each Party shall reasonably cooperate, as to matters under such Party’s control, in the satisfaction of conditions to the obligations of the Parties at the Closing; provided, that the foregoing shall not require either Party to waive any condition herein to its obligations at the Closing or to incur any substantial cost not otherwise required hereunder.
Closing Cooperation. Each of the Parties shall use its commercially reasonable efforts to satisfy the closing conditions for each Closing set forth in Article 8 and to take, or cause to be taken, or to do, or cause to be done, all things necessary to satisfy the conditions to the obligations under the Transaction Documents of the Parties over which each has Control and to cause the transactions contemplated under the Transaction Documents to be consummated, in accordance with the terms thereof, and, where required by the Transaction Documents, prior to the applicable Closing.
Closing Cooperation. The Closing shall take place at the office of the Seller at 10:00 A.M. local time on December 28, 2000, or, if the conditions to the Closing are not by then satisfied, upon satisfaction of such conditions, the date on which the Closing actually occurs being referred to herein as the "Closing Date." Each Party shall reasonably cooperate, as to matters under such Party's control, in the satisfaction of conditions to the obligations of the Parties at the Closing; provided, that the foregoing shall not require either Party to waive any condition herein to its obligations at the Closing or to incur any substantial cost not otherwise required hereunder.
Closing Cooperation. (a) At any time or from time to time after the Closing, at Purchaser's request and without further consideration, Sellers shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Shares, and, to the fullest extent permitted by applicable Law, to put Purchaser in actual possession and control of the Shares and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Sellers to fulfill their respective obligations under this Agreement.
Closing Cooperation. (a) At any time or from time to time after the Closing, each of the parties hereto shall execute and deliver such other documents and instruments, provide such materials and information and take such other actions as may reasonably be necessary to fulfill its obligations under this Agreement and the Ancillary Agreements to which it is a party.
Closing Cooperation. Purchaser and S1 shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns following the Closing and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Purchaser shall fully cooperate with S1 in the completion of all of Davidge's books and records for any period prior to the Closing Date. Pxxxxxxxx and S1 further agree (A) to retain all books and records with respect to Tax matters pertinent to Davidge relating to any taxable period beginning before the Closing Datx xxxxx the expiration of the statute of limitations (and, to the extent notified by Purchaser or S1, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Purchaser or S1, as the case may be, shall allow the other party to take possession of such books and records.
Closing Cooperation. 2 1.5 Deliveries of Sellers at Closing.....................................................................2 1.6 Deliveries of Buyer at Closing.......................................................................2 1.7 Post-Closing Adjustment..............................................................................3
Closing Cooperation. Xxxxx and Lilly shall cooperate with each other, and shall cause their officers, employees, agents, auditors, Affiliates and representatives to cooperate with each other, for a period of 180 days after the Closing Date for purposes of facilitating the orderly transition of the sale and distribution of the Product from Lilly to Xxxxx and to minimize any disruption to the sale and distribution of the Product and the other respective businesses of Lilly and Xxxxx that might result from the transactions contemplated hereby. Each of the parties hereto shall from time to time after the Closing Date, without additional consideration, execute and deliver such further instruments and take such other action as may be reasonably requested by the other party to make effective the transactions contemplated by this Agreement and the Manufacturing Agreement. With respect to all documents, information and other materials included in the Purchase Assets, in addition to paper and other tangible copies, Lilly shall, upon Galen's reasonably request, also provide to Xxxxx electronic copies of such documents, information and other materials; provided that Lilly or any of its Affiliates or their respective agents have electronic copies thereof. Upon reasonable advance written notice, Lilly will provide reasonable access to and/or copies of the Non-Transferred Books and Records. Each Party shall reimburse the other for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 6.29. Neither Party shall be required by this Section 6.29 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations.
Closing Cooperation. Seller agrees that, if requested by Buyer, it will cooperate with Buyer in enforcing the terms of any agreements between Seller and any third party involving the Assets, including without limitation terms relating to the protection of intellectual property rights. In the event that Buyer is unable to enforce its intellectual property rights against a third party as a result of a rule or law barring enforcement of such rights by a transferee of such rights, Seller agrees to reasonably cooperate with Buyer by assigning to Buyer such rights as may be required by Buyer to enforce its intellectual property rights in its own name.
Closing Cooperation. Subject to the limitations set forth elsewhere in this letter agreement, the parties will cooperate with each other and with the Company in consummating the Transactions. Without limiting the generality of the foregoing:
