Cooperation and Efforts. Upon the terms and subject to the conditions set forth in this Agreement, Seller and Buyer shall cooperate with each other and use (and shall cause their respective controlled Affiliates to use) their respective commercially reasonable efforts to take or cause to be taken all actions reasonably necessary or advisable on their part under this Agreement to consummate the Transactions as promptly as reasonably practicable and not to take any action after the Execution Date that would reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions.
Cooperation and Efforts. The parties hereto shall use their reasonable best efforts to, together or pursuant to the allocation of responsibility set forth below or otherwise to be agreed upon between them take, or cause to be taken, the following actions:
Cooperation and Efforts. From the date hereof until the Closing or the termination of this Agreement in accordance with Article X, Sellers and Buyer agree (i) to cooperate with each other with respect to obtaining the Bidding Procedures Order and the Sale Order in accordance with the timeframe set forth in this Agreement; (ii) to cooperate with each other in determining whether any filings are required to be made or consents are required to be obtained in any jurisdiction or from any third party in connection with the consummation of the transactions contemplated hereby and in making or causing to be made any such filings promptly and in seeking to obtain in a timely manner any such consent; and (iii) to take, or cause to be taken, all actions, to do, or cause to be done, all things and to use all commercially reasonable efforts to obtain promptly the satisfaction of the conditions to the Closing of the transactions contemplated herein and to fulfill their respective obligations hereunder. Sellers and Buyer shall furnish to each other all such information as may be reasonably required in order to effectuate the foregoing. From the date hereof through the Closing Date or the termination of this Agreement in accordance with Article X, except as expressly contemplated by this Agreement or required or prohibited pursuant to a Bankruptcy Court Order or by the Bankruptcy Cases, or with the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed), Sellers shall use their commercially reasonable efforts to (a) provide financial and operating data, and access to personnel, facilities, books, Contracts and records of Sellers and their subsidiaries, and assistance with any post-Closing separation, retaining any key employees, and onboarding any employees following the Closing as required by Buyer and (b) secure the Purchased Assets between the Effective Date and the Closing Date and to maintain them, in all material respects, in the same condition as they were in on the Effective Date, subject to ordinary wear and tear.
Cooperation and Efforts. Subject to the provisions of Article VI, VII and VIII above, each party agrees to cooperate with each other and to promptly take any and all actions required on their part, to consummate the transactions contemplated hereby. In addition, except as specifically provided in this Agreement, Genlyte and GTG agree to operate GTG and to conduct and operate the business and operations of GTG in the ordinary course consistent with past practices through the Closing Date.
Cooperation and Efforts. Upon the terms and subject to the conditions set forth in this Agreement, the Company and Parent shall cooperate with each other and use (and shall cause their responsive controlled Affiliates to use) their respective reasonable best efforts to take or cause to be taken all actions reasonably necessary or advisable on their part under this Agreement to consummate the Transactions as promptly as reasonably practicable and not to take any action after the Execution Date that would reasonably be expected to prevent, materially delay, or materially impair the consummation of the Transactions.
Cooperation and Efforts. Upon the terms and subject to the conditions set forth in this Agreement, the Parties hereto shall cooperate with each other and use (and shall cause their respective Affiliates and Subsidiaries to use) their respective commercially reasonable efforts to (i) take or cause to be taken all actions reasonably necessary or advisable on their part under this Agreement to consummate the Transactions as promptly as reasonably practicable in accordance with this Agreement, (ii) execute, acknowledge and deliver in proper form any further documents, certificates, agreements and other writings, and take such other action as such other Party or Parties may reasonably require, in order to effectively carry out the intent of the Transaction Documents, (iii) make or cause to be made all registrations, filings, notifications, submissions and applications with, to give all notices to and to obtain any consents, governmental transfers, approvals, orders, qualifications and waivers from any Governmental Entity necessary for the consummation of the Transactions, (iv) not to take any action prior to the Closing that would reasonably be expected to prevent, materially impair or materially delay the consummation of the Transactions, except to the extent such action is otherwise expressly contemplated by this Agreement or required by the Bid Procedures, (v) cooperate with the other Parties and take such actions as such other Parties may reasonably request in connection with the consummation of the Transactions and (vi) cause the fulfillment at the earliest practicable date of all of the conditions to their respective obligations to consummate the Transactions.
Cooperation and Efforts. Upon the terms and subject to the conditions set forth in this Agreement, (i) the Company and the Buyer shall (and the Company shall cause its Affiliates to, and the Buyer shall use its reasonable best efforts to cause its Affiliates and the Portfolio Companies to) cooperate with each other and use (and the Company shall cause its Affiliates to use, and the Buyer shall use its reasonable best efforts to cause its Affiliates and the Portfolio Companies to use) their respective reasonable best efforts to take or cause to be taken all actions reasonably necessary or advisable on their part under this Agreement to consummate the Transactions as promptly as reasonably practicable and (ii) neither the Company nor the Buyer shall take, and the Company shall cause its Affiliates not to take, and the Buyer shall use its reasonable best efforts to cause its Affiliates and the Portfolio Companies not to take, any action after the date of this Agreement that would reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions.
Cooperation and Efforts. Each of Licensee and MGI shall use Diligent Efforts to execute and to perform, or cause to be performed, the activities assigned to it relating * Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. to the development and commercialization of the Product worldwide and to cooperate with the other in carrying out the development and commercialization of the Product in accordance with the Global Development Plan, the Commercialization Plan and this Agreement, in each case in good scientific manner and in compliance with (a) all applicable national, federal, state and local laws and regulatory requirements, including, but not limited to laws regarding environmental, safety and industrial hygiene, (b) GMP, GCP, and GLP, and (c) Licensee’s Policy Relating to the Employment of Child Labor. MGI shall assist Licensee with obtaining Manufacturing information required for Licensee to obtain Regulatory Approvals in the Territory and fulfill Regulatory reporting obligations from the Third-Party manufacturers.
Cooperation and Efforts. Upon the terms and subject to the conditions set forth in this Agreement, the parties hereto shall cooperate with each other and use (and shall cause their respective controlled Affiliates to use) their respective reasonable best efforts to take or cause to be taken all actions reasonably necessary or advisable on their part under this Agreement to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable and not to take any action after the date hereof that would reasonably be expected to prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.
Cooperation and Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Parent, DK HoldCo, Merger Sub I, Merger Sub II and the Company shall cooperate with each other and use (and shall cause their respective Subsidiaries and ultimate parent entities as defined under 16 C.F.R. §801.1(a)(3) (“UPEs”) to use) their respective commercially reasonable efforts to take or cause to be taken all actions reasonably necessary, proper or advisable on their part under this Agreement and applicable Law to consummate the Transactions as promptly as reasonably practicable.
