Cooperation and Consent. Each Party will cooperate with the other Party in good faith in the performance of its respective activities contemplated by this Agreement so that the purposes of this Agreement may be accomplished in a proper, timely and efficient manner.
Cooperation and Consent. In furtherance of, and not in limitation of the foregoing, in connection with any such Approved Sale, and provided that the terms and conditions of the Approved Sale applicable to the Non-Selling Stockholders are the same as for the Selling Stockholder (with appropriate adjustments for differences in conversion rates, liquidation preferences and other rights as may be applicable), each Non-Selling Stockholder will (i) consent to and raise no objections against such Approved Sale or the process pursuant to which it was arranged, (ii) waive any dissenters’ rights and other similar rights, (iii) execute and deliver all instruments and documents as reasonably directed by the Selling Stockholder and (iv) otherwise take all necessary action, including, without limitation, entering into any agreement reflecting the terms of such Approved Sale, surrendering stock certificates, giving any customary and reasonable representations and warranties given by the Selling Stockholder and executing and delivering any certificates or other documents, reasonably requested by the Selling Stockholder and its counsel, to cause the Stockholders to consummate such Approved Sale; provided, however, that no Stockholder shall be obligated in connection with such Approved Sale to indemnify the prospective transferee in an amount in excess of the net proceeds paid to such Stockholder in connection with such Approved Sale (other than as a result of a breach of the representation with respect to its ownership of, and authority to transfer, such Shares free and clear of all Liens, as to which no such limitation will apply). All Stockholders will bear their pro rata share (based on their respective stock ownership in the Company and determined as of the closing of any Approved Sale) of the costs and expenses incurred in connection with any Approved Sale. Costs incurred by any Stockholder on its own behalf will not be shared by other Stockholders.
Cooperation and Consent. The TID, PATASKALA, ETNA, and the COUNTY acknowledge and agree that the Parties shall cooperate to the greatest extent practical in the development, funding and construction of the Project, which is necessary and will contribute to the improvement of the prosperity, health, safety, and welfare of all of the people of PATASKALA, ETNA, and the COUNTY, and, furthermore, PATASKALA, ETNA, and the COUNTY expressly consent and approve of the TID’s administration and management of the Phase 3 Work within the Project area and so as to complete the Project, pursuant to and in
Cooperation and Consent. You shall provide all requested information, access and full, good faith cooperation reasonably necessary to facilitate the Services or Product delivery. You understand and agree that if you fail or delay in your performance of the foregoing, the completeness, timeliness and accuracy of any Services performed or Product delivery will be affected and/or cannot be performed and/or delivered until the failure or delay is remedied by you. You represent and warrant that: (i) it owns/leases and controls, directly or indirectly, all of the premises, software and computer systems (“Facilities”) that will be accessed to provide the Products and Services, or that all such Facilities are provided for your use by a third party, (ii) you have authorized CrowdStrike to access such Facilities to perform under this Agreement, (iii) you have full power and authority to engage and direct CrowdStrike to access such Facilities and to conduct the Services and Products, and (iv) except as has been obtained previously, no consent, approval, authorization or other notice to a third party (including but not limited to employees, contractors, sub-contractors, and other entities with access to your Facilities) are required in connection with CrowdStrike’s performance under this Agreement.
Cooperation and Consent. You shall provide all requested information, resources, guidance and other assistance reasonably necessary to facilitate delivery or performance of Offerings. You agree that: (a) you own/lease and control, directly or indirectly, all of the premises, software and computer systems ("Facilities") that will be accessed to provide the Offerings, or that all such Facilities are provided for your use by a third party, (b) you have authorized CrowdStrike to access such Facilities to perform under this Agreement, and (c) except as has been obtained previously, no consent, approval, authorization or other notice to a third party (including but not limited to employees, contractors, subcontractors, and other entities with access to your Facilities) are required in connection with CrowdStrike's performance under this Agreement.
Cooperation and Consent. You shall provide all requested information, access and full, good faith cooperation reasonably necessary to facilitate the Services or Product delivery. If you fail or delay in your performance of any of the foregoing, CrowdStrike shall be relieved of its obligations hereunder to the extent such obligations are dependent on such performance. You represent and warrant that: (i) it owns/leases and controls, directly or indirectly, all of the premises, software and computer systems (“Facilities”) that will be accessed to provide the Products and Services, or that all such Facilities are provided for your use by a third party, (ii) you have authorized CrowdStrike to access such Facilities to perform under this Agreement, (iii) you have full power and authority to engage and direct CrowdStrike to access such Facilities and to conduct the Services and Products, and (iv) except as has been obtained previously, no consent, approval, authorization or other notice to a third party (including but not limited to employees, contractors, sub-contractors, and other entities with access to your Facilities) are required in connection with CrowdStrike’s performance under this Agreement.
Cooperation and Consent. 6.01. Parent shall have control over all matters in respect of any tax return filed by Parent, or any tax audit, dispute or proceeding (whether administrative or judicial) relating to any tax matters in respect of any tax return filed by Parent. Parent shall promptly notify Sub of any inquiries from the Internal Revenue Service or any other tax authority which relate to matters described in Section 2.06 or Article III. Sub shall have control over all matters in respect of any tax return filed by Sub or any tax audit, dispute or proceeding (whether administrative or judicial) relating to any tax matters in respect of any tax return filed by Sub. Sub shall promptly notify Parent of any inquiries from the Internal Revenue Service or any other tax authority which relate or may relate to matters described in Section 2.05 or Article III.
6.02. No settlement of any audit by the Internal Revenue Service or other taxing authority relating to any matter which would require a payment under Section 2.05, Section 2.06, or Article III, shall be accepted or entered into by or on behalf of the party entitled to receive such payment under Section 2.05, Section 2.06, or Article III, whichever is applicable (the "Indemnitee"), unless (a) the party ultimately responsible for such payment under Section 2.05, Section 2.06 or Article III, whichever is applicable (the "Indemnitor"), consents thereto in writing (which consent shall not be unreasonably withheld); or (b)
(i) the Indemnitor does not consent; (ii) it has provided the Indemnitee with an opinion of Indemnitor's tax counsel that there is substantial authority for the Indemnitor's position; and (iii) Idemnitor agrees to assume responsibility for all attorney fees and costs related to any proceeding in which Idemnitor contests the tax liability asserted.
6.03. In the event that a judgment of the United States Tax Court or other court of competent jurisdiction results in determination with respect to any issue which would require Sub to pay Parent (or vice versa) any amount under Section 2.06 or Article III, Sub shall have the right to require Parent to appeal from such adverse determination at Sub's expense (or vice versa at Parent's expense) provide Sub delivers to Parent an opinion from Sub's counsel (or vice versa) that such appeal will more likely than not succeed.
Cooperation and Consent. As a material inducement to Seller’s extension and delivery of this Agreement, Buyer acknowledges, represents, warrants and agrees, as soon as possible after the Closing, tothat it will reasonably cooperate with SSeller andin S xxxxx’x efforts to: take all reasonable actions to (i) notify Governmental Entities of the sale of the Property to Buyer; and (ii) remove Seller from any and all permits, plans, orders, or other Consent related to owning or operating a landfill on the Property, including, without limitation, the Solid Waste Facility Permit issued by the Mono County Health Department in July 1978 (Permit No. 26-AA- 0003), the Waste Discharge Requirements issued by the Lahontan Regional Water Quality Control Board in October 2001 (Board Order No. 6-01-56, WDID No. 6B260300011), and the Preliminary Closure Plan for the Pumice Valley Landfill prepared for Buyer by Vector Engineering, Inc., and approved by the Lahontan Regional Water Quality Control Board in October 2001. Further, Buyer acknowledges, represents, warrants and agrees that, as soon as possible afterfollowing the Closing, Buyer will obtain all Consent and permits necessary for it to own and legally operate the Property as a landfill, and that such Consent and permits shall not obligate Seller in any way.
Cooperation and Consent. Core FL and Horizons 5 (as to the Florida Foreclosure) and Core FL and Core SC (as to the South Carolina Foreclosure) (and their respective affiliates, members, employees, agents and representatives) will fully cooperate to expedite any foreclosure actions, Article 9 proceedings and similar enforcement proceedings relating to the mortgages and security interests relating to the Loans (collectively, the “Foreclosure Actions”). PSLA shall use good faith efforts to diligently prosecute all of the Foreclosure Actions and otherwise take all action reasonably necessary to promptly foreclose its liens on all the collateral to the extent required in accordance with the terms of this Agreement.
Cooperation and Consent. The Parties will cooperate and consult with one another, as appropriate, with a view to assuring the timely acquisition of all resource approvals contemplated under Section 6.2(2)(ii) of the QSA.
