Closing Cooperation. The Closing shall take place at the office of Xxxxx Xxxx LLP, 000 Xxxxx Xxxxxxxx, Xxxxx 0000, Xx. Xxxxx, Xxxxxxxx at 10:00 a.m. local time on November 30, 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. 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 August 29, 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. At any time or from time to time after the Closing, the parties hereto shall execute and deliver to Buyer such other documents and instruments, provide such materials and information and take such other actions as any party hereto may reasonably request in order that the requested party fulfill its obligations under this Agreement which were to be performed at or prior to the Closing.
Closing Cooperation. (a) Each of the Sellers and the Purchaser shall use their commercially reasonable efforts to, and shall use their commercially reasonable efforts to cause their respective Affiliates to, and the Purchaser and the Sellers shall cooperate to, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary for it to do under applicable Laws to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including (i) to comply promptly with all legal requirements which may be imposed on it with respect to this Agreement or any of the Ancillary Agreements and the transactions contemplated hereby or thereby (which actions shall include furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Authority), (ii) to cause the fulfillment at the earliest practicable date of all of the conditions to its obligations to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, (iii) to obtain at the earliest practicable date all Governmental Approvals, including the CFC Authorization, and other Consents (including Purchaser Transaction Resolution and the Consent described in clause 2 of Exhibit E) required to consummate the transactions contemplated by this Agreement and the Ancillary Agreements (it being understood that, in seeking such Governmental Approvals and Consents, each of the parties hereto is acting solely on behalf of itself and its Affiliates and not as an agent or representative of any other party hereto or any of its Affiliates), (iv) to timely effect all filings, registrations, submissions, registrations, declarations and notices required under any applicable Law to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, (v) to take any action necessary to defend, lift, mitigate, or rescind the effect of any litigation or administrative proceeding adversely affecting the transactions contemplated by this Agreement or any of the Ancillary Agreements, including promptly appealing any adverse court or administrative decision, and (vi) to execute and deliver any additional documents or instruments necessary to consummate the transactions contemplated by this Agreement or any of the Ancillary Agreements or to fully carry out the intent and purposes thereof. The Purchaser may provide to the Sellers a summary in Spanish of this Agreement. Once the summary has bee...
Closing Cooperation. 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. From and after the Closing, the Parties shall cooperate with each other and take such actions as may be reasonably requested and are consistent with the provisions of this Agreement to obtain for the requesting Party the benefits of the transactions contemplated hereby. Indemnification.
Closing Cooperation. After the Closing, without further consideration: (a) Mark XX xxx PLC shall, and shall cause their respective officers, directors, employees, representatives, Affiliates and agents to, take all such further actions and execute, acknowledge and deliver all such further consents and other documents as the Buyer may reasonably request to facilitate or effect the transactions contemplated hereby or pursuant to the Ancillary Agreements; and (b) the Buyer shall, and shall cause each of the Audio Products Group Companies and its and their respective officers, members, directors, employees, representatives, Affiliates and agents, to take all such further actions and execute, acknowledge and deliver all such further consents and other documents as Mark XX xxx reasonably request in order to facilitate or effect the transactions contemplated hereby or pursuant to the Ancillary Agreements. Mark XX xxx PLC shall also provide cooperation and information with respect to ongoing legal matters relating to the Audio Products Group Companies and shall use reasonable commercial efforts to cause any lawyers or law firms who currently provide services to any Audio Products Group Company to cooperate in providing information or services to any Audio Products Group Company in connection with such matters after the Closing. In addition, Mark XX xxx PLC shall use reasonable commercial efforts, and shall use reasonable commercial efforts to cause their respective officers, directors, employees, representatives and agents, to take all such further actions
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. At any time or from time to time after the Closing, Sellers shall execute and deliver to Purchaser such other documents and instruments, provide such materials and information and take such other actions as Purchaser may reasonably request more effectively to vest title to the Shares in Purchaser and otherwise to cause Sellers to fulfill its obligations under this Agreement. REPRESENTATIONS AND WARRANTIES OF SELLER Sellers hereby represent and warrant to Purchaser as follows: Organization of Sellers. TCW I and TCW II are limited partnerships duly organized, validly existing and in good standing under the Laws of the State of California. Capital is a general partnership duly organized, validly existing and in good standing under the Laws of the State of California. Each Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby, including without limitation to own, hold, sell and transfer (pursuant to this Agreement) the Shares.
