Cooperation and Consents. The parties will use good faith efforts to cooperate with each other in all matters relating to the provision and receipt of the Services, including, without limitation, cooperating in connection with obtaining all consents, approvals licenses or sublicenses reasonably necessary in order for AF Services to perform the Services. eCost shall be solely responsible for any costs incurred by AF Services in connection with obtaining such consents or approvals or procuring such licenses or sublicenses.
Cooperation and Consents. The Parties shall, and shall cause the other relevant members of their respective Groups to, cooperate with each other in all matters relating to the provision and receipt of Services. Such cooperation shall include exchanging information, performing true-ups and adjustments, and obtaining all Third Party Consents, licenses or sublicenses necessary to permit each Party to perform its obligations hereunder (including by way of example, not by way of limitation, rights to use Third Party software needed for the performance of Services). Pursuant to Section 11.03, the costs of obtaining such Third Party Consents, licenses or sublicenses shall be borne by the Service Recipient. The Parties shall maintain, and shall cause the other relevant members of their respective Groups to maintain, in accordance with its standard document retention procedures, documentation supporting the information relevant to cost calculations contained in the Transition Service Schedules. With respect to those Services that, in the reasonable opinion of a Service Recipient, relate to matters of internal control over financial reporting and with respect to which such Service Recipient reasonably believes testing of certain key controls maintained by the Service Provider is necessary in order to permit such Service Recipient’s management to perform an adequate assessment of internal control over financial reporting (and to permit its auditors or internal auditors to audit its internal control over financial reporting), upon request by such Service Recipient no later than sixty (60) days before the end of a calendar year where such management assessment and related audit of its internal control over financial reporting is actually required for SEC reporting, the Service Provider and such Service Recipient shall jointly identify key controls over financial reporting maintained by the Service Provider. The Service Provider will provide such Service Recipient’s external and internal auditors access to information, systems and those individuals responsible for execution of any key controls maintained by the Service Provider so as to enable the independent auditors or internal auditors to determine such controls over the practices and procedures relating to the Service Provider’s performance of such Services under this Agreement are in effect. The Service Provider will, and will use Commercially Reasonable Efforts to cause its external and internal auditors to, provide information to such Ser...
Cooperation and Consents. The Parties shall cooperate with each other in all matters relating to the provision and receipt of Services. Such cooperation shall include exchanging information, performing true-ups and adjustments and obtaining all Third Party Consents, licenses or sublicenses necessary to permit each Party to perform its obligations hereunder (including by way of example, not by way of limitation, rights to use Third Party software needed for the performance of Services). Pursuant to Section 10.03, the costs of obtaining such Third Party Consents, licenses or sublicenses shall be borne by the Service Recipient.
Cooperation and Consents. (a) From the date hereof until the Closing Date and thereafter, if necessary, Corning shall obtain all government and other approvals and consents required to be obtained by Corning (including, but not limited to, any consents required for the assignment by Corning to Buyer of the Assets referred to in Sections 2.1(a), (d), (f), (g) and (i)) for the transactions contemplated by this Agreement and Buyer shall cooperate in good faith to the extent reasonably requested by Corning. From the date hereof until the Closing Date and thereafter, if necessary, Buyer shall obtain all governmental and other approvals and consents required to be obtained by Buyer for the transactions contemplated by this Agreement and Corning shall cooperate in good faith to the extent reasonably requested by Buyer provided, however, that Corning shall not have any liability for Buyer's compliance with applicable securities laws and Nasdaq rules except to the extent, if any, such liability may arise from Corning's breach of any representation, warranty or covenant hereunder. Buyer shall obtain, as promptly as practicable, all necessary shareholder votes, consents and approvals and related consents and approvals of the Securities and Exchange Commission and appropriate stock exchanges or the Nasdaq Stock Market, as the case may be, to the transactions contemplated by this Agreement and the effectuation of any financing required by Buyer to consummate the transactions contemplated by this Agreement. Promptly after receipt by the Buyer of the information specified in Section 6.2(b), Buyer shall file all requisite proxy materials and other documents with the Securities and Exchange Commission and appropriate stock exchanges or the Nasdaq Stock Market, as the case may be, necessary or appropriate to obtain all such votes, consents and approvals.
(b) Corning agrees that it shall, at Corning's cost and expense, (i) use its commercially reasonable best efforts to make promptly available to Buyer, upon Buyer's request, such financial statements and financial statement schedules and other financial information relating to the Serengeti Business which Buyer may require in order to prepare any proxy statement which it files with the Securities and Exchange Commission, or any applicable state securities commission, in connection therewith in connection with obtaining the shareholder approval referred to in Section 6.2(a), and shall direct Price Waterhouse to cooperate with Buyer in connection there...
Cooperation and Consents. Upon the terms and subject to the conditions set forth in this Agreement, each party hereto shall use commercially reasonable efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things reasonably necessary, proper or advisable to consummate the transactions contemplated hereby and to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VI, as applicable to each of them.
Cooperation and Consents. Upon the terms and subject to the conditions set forth in this Agreement, each party hereto shall use commercially reasonable efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate the transactions contemplated hereby and to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VIII, as applicable to each of them. The Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to obtain as promptly as practicable Approvals from Governmental Authorities and all other consents from third parties that, in the reasonable discretion of the Buyer, are necessary or desirable for the consummation of the transactions contemplated by this Agreement (“Third Party Consents”).
Cooperation and Consents. Prior to the Closing Date, each party shall cooperate with the other to the end that the parties shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all Authorities and other Persons the consent or approval of which, or a license or permit from which, is required for the consummation of the transactions contemplated herein and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations. The parties shall also use their respective best efforts to expedite the review process and to obtain all such necessary consents, approvals, licenses and permits as promptly as practicable. To the extent permitted by Applicable Law, the parties shall request that each Authority or other Person whose review, consent or approval is requested treat as confidential all information which is submitted to it. Seller and Purchaser shall bear their own costs and expenses incurred or fees paid to Authorities to obtain any governmental approvals and contractual consents. Each Party shall bear its own costs and expenses (including fees paid to authorities) incurred to obtain such consents, approvals, licenses or permits.
Cooperation and Consents. The parties shall use reasonable efforts to find means of cooperation in matters relating to the provision and receipt of Services hereunder. Cooperation may include exchanging information and, upon request, working to obtain third-party consents, licenses, sublicenses or approvals necessary to permit a party providing Services to perform its obligations hereunder. Unless otherwise provided in the relevant Transition Service Schedule, the cost of obtaining such third-party consents, licenses, sublicenses or approvals shall be borne by the party receiving the applicable Services.
Cooperation and Consents. Each Seller, ICTS and Buyer shall cooperate with each other and in consultation with one another, use their respective best efforts to obtain any Consent required to be obtained by them, respectively, from any Person in connection with the consummation of the transactions contemplated by this Agreement. ICTS shall not expend or commit to expend any Material consideration to obtain the Consents without Buyer's approval, which approval Buyer shall not unreasonably withhold or delay.
Cooperation and Consents. Each of the parties hereto will use their reasonable efforts to obtain the Consents and any authorization, consents, orders and approvals of any Governmental Authorities necessary for the performance of their respective obligations pursuant to this Agreement and the consummation of the transactions contemplated hereby, including any filings required under the HSR Act, and will cooperate fully with each other in promptly seeking such approvals as may be necessary for the performance of their respective obligations pursuant to this Agreement. The parties agree to cooperate jointly in taking such actions as may be necessary so as to effect the transfer and assignment of the approvals, permits and licenses set forth on Schedule 3.11 to Purchaser at Closing and, with respect to any approvals, permits and licenses described therein as nonassignable, to obtain new or replacement approvals, permits and licenses in the name of Purchaser, prior to Closing. None of the parties hereto will take any action which will have the effect of delaying, impairing or impeding the receipt of the Consents and any required regulatory approvals. Any fees with respect to any filings required under the HSR Act shall be borne by the Purchaser.
