Cooperation and Reasonable Efforts. Each Party hereby agrees to use reasonable efforts, to take reasonable actions (including Purchaser's delivery to third parties of its audited financial statements) and to cooperate with each other as may be necessary to obtain Consents to transfer and assign the Encumbered Instruments. Except as expressly provided herein, no Party shall be required to pay any sum, to incur any obligation or to agree to any amendment of any Encumbered Instrument in order to obtain any such Consent to transfer and assign the Encumbered Instrument.
Cooperation and Reasonable Efforts. Each Party hereby agrees to use reasonable efforts, to take reasonable actions and to cooperate with each other as may be necessary to transfer to Purchaser, or assist Purchaser in obtaining, all Permits required to conduct the business of the Company. On or as soon as practicable after the Signing Date, each Party shall file, separately or jointly with any other Party, as the case may be, all applications necessary to transfer or obtain the Permits. Each Party shall use reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the applications contemplated hereby. The Sellers, as a group, and Purchaser shall each pay one-half of the fees and expenses incurred in connection with transferring or obtaining all Permits.
Cooperation and Reasonable Efforts. The Parties agree to cooperate with each other and to use commercially reasonable efforts to cause all of the conditions precedent to Closing to be satisfied as soon as practicable.
Cooperation and Reasonable Efforts. Sublessor and Sublessee agree that from time to time after the Effective Date (a) they will execute and deliver (or cause their respective Affiliates to execute and deliver) such further instruments, and take (or cause their respective Affiliates to take) such other action, as may be reasonably necessary to carry out the purposes and intents of this Agreement and the other Transaction Documents (as defined in the Purchase and Sale Agreement) and (b) they will (or will cause their respective Affiliates to) pay over to or reimburse any other Party for any revenue received, tax paid or refunded or other expense paid or amount received that is properly payable to such other Party based upon the ownership of the Assets at the time such payment, right or obligation accrued or was received. Any such further action described in clause (a) shall be made at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefore under Article 6).
Cooperation and Reasonable Efforts. The Parties agree to cooperate with each other and to use commercially reasonable efforts to cause all of the conditions precedent to Closing to be satisfied as promptly as practicable. In addition, each Seller Party shall cooperate with Buyer, upon Buyer’s request, to obtain the consent of any Third Person that may be required under any Law, Regulation or Order or any Contract to which any Acquired Company is a party and that requires consent as a result of the transactions contemplated by this Agreement.
Cooperation and Reasonable Efforts. The Shareholders and STL will cooperate with the Purchaser and expend their reasonable efforts to cause an orderly transfer and transition of the ownership of EDL to the Purchaser and the assets and business of STL represented by the STL Purchased Assets to NewSTL pursuant to the terms of this Agreement including, but not limited to, their cooperation and reasonable efforts to:
(i) Transition existing customers of STL;
(ii) Consign of all work in progress of STL as required to complete any business subcontracted to NewSTL after Closing;
(iii) Transfer existing inventory of STL including, but not limited to, computer records, value, purchasing history, vendor history and related items, except as may be necessary to complete work in progress as set forth in Section 5.3.3.3 and open orders which constitute Excluded Assets;
(iv) Transfer of all sales and marketing information including, but not limited to, customer data base, past customer correspondence, customer files, promotional literature, data to produce marketing brochures, and related items;
(v) Assist NewSTL in obtaining appropriate security clearances;
(vi) Transition and retain employees;
(vii) Transition employee benefits including, but not limited to, insurance plans and 401(k) plan, etc., and attendant obligations;
(viii) Transition accounting system and its functions;
(ix) Transfer assets and technology including, but not limited to, product specifications and documentation, computer software, drawings, manufacturing processes, procedures and documentation (collectively, "Intellectual Property"), test fixtures, office computers and the contents of their hard drives, excluding: (i) any STL specific customer and contract information related to STL contracts excluded as among the Excluded Assets; (ii) and a retained license to utilize all such Intellectual Property as provided in Section 5.3.3.3; and
(x) Attempt to secure new orders and contracts for NewSTL within the scope of any employment relationship with NewSTL. Without limiting the generality of the foregoing, the Shareholders and STL, at the request of the Purchaser and at the Purchaser's sole cost, but without additional consideration, will execute and deliver from time to time such further instruments of assignment, conveyance and transfer, (ii) sign any documents reasonably necessary or useful to ensure that all of the right, title and interest in and to the EDL Common Stock and the business of EDL and the business of STL represented by t...
Cooperation and Reasonable Efforts. Each Party hereby agrees to use reasonable efforts, to take reasonable actions (including Buyer's delivery to third parties of RSL's audited financial statements), and to cooperate with each other as may be necessary to obtain Consents to transfer and assign the Encumbered Instruments. Buyer shall, if required by any third party in order to obtain a Consent to transfer and assign an Encumbered Instrument, provide or cause RSL to provide a third party with reasonable financial assurances of Buyer's performance of the obligations arising under the Encumbered Instrument associated with a Consent. Except as expressly provided herein, neither Party shall be required to pay any sum, to incur any obligation or to agree to any amendment of any Encumbered Instrument in order to obtain any such Consent to transfer and assign the Encumbered Instrument. It is understood that Buyer shall not initiate contact with any third party (concerning any of the transactions contemplated hereby or the Business) in order to obtain a Consent or otherwise, without the prior written consent of Seller.
Cooperation and Reasonable Efforts. Subject to the terms and conditions hereof, each of the parties shall cooperate with the other and will cause their Affiliates to cooperate to the extent necessary to consummate the transactions contemplated by this Agreement. Each of the parties agrees to use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.
Cooperation and Reasonable Efforts. The Parties agree to cooperate with each other and to use reasonable best efforts to cause all of the conditions precedent to Closing to be satisfied as promptly as practicable and to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including using its reasonable best efforts to accomplish the following: (a) the causing of the conditions precedent set forth in Article 3 to be satisfied and (b) the obtaining of all necessary Governmental Approvals and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any). In addition to and without limiting any of the other covenants of the Parties contained in this Section 6.1, each of Buyer and Seller shall (i) provide or cause to be provided as promptly as reasonably practicable to Governmental Authorities with jurisdiction over Antitrust Laws (each such Governmental Authority, an “Antitrust Authority”) information and documents requested by any Antitrust Authority as necessary and appropriate to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under the HSR Act and any additional consents and filings under any other Antitrust Laws as promptly as practicable following the date of this Agreement; provided, that in the case of the filings under the HSR Act, the Parties shall file with the FTC and the DOJ the notification and report form required under the HSR Act with respect to the transactions contemplated hereby within 10 Business Days after the date of this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act or other applicable Antitrust Laws for additional information, documents or other materials received by each of them or any of their respective Affiliates in respect of such filings or such transactions and (iii) cooperate with each other in connection with any such filings and in connection with resolving any investigation or other inquiry of any of the FTC, the DOJ or any other Antitrust Authority or other Governmental Authority with respect to any such filing or any such transaction. Each of Buyer and Seller shall use their commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to an...
Cooperation and Reasonable Efforts. The Parties agree that from time to time after the Closing Date (a) they will execute and deliver (or cause their respective Affiliates to execute and deliver) such further instruments, and take (or cause their respective Affiliates to take) such other action, as may be reasonably necessary to carry out the purposes and intents of this Agreement and the other Transaction Documents and (b) they will (or will cause their respective Affiliates to) pay over to or reimburse any other Party for any revenue received, tax paid or refunded or other expense paid or amount received that is properly payable to such other Party based upon the ownership of the Assets at the time such payment, right or obligation accrued or was received. Any such further action described in clause (a) shall be made at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefore under Article 6).
