Common use of Cooperation by Buyer Clause in Contracts

Cooperation by Buyer. (a) Except as specifically set forth in Section 5.7 hereof, prior to the Closing, Buyer shall use commercially reasonable efforts to obtain all approvals, and timely submit any notices or filings, required under any applicable Law or Orders from or to any Governmental Authority in connection with the purchase of the Membership Interests by Buyer from Seller. Buyer acknowledges and agrees that certain consents, authorizations and approvals to the transactions contemplated by this Agreement may be required from parties to Contracts to which an Acquired Entity is a party and such consents, authorizations and approvals have not been obtained. Prior to the Closing, Buyer shall assist Seller and the Acquired Entities in obtaining such consents, authorizations and approvals; provided, that, except as specifically set forth in Section 5.7 hereof, the failure to obtain any such consent, authorization or approval shall not delay or prevent the Closing (including by application of ARTICLE VI). For the avoidance of doubt, Buyer agrees that (i) neither Seller nor any of its Affiliates or Representatives shall have any liability whatsoever to Buyer or any of its respective Affiliates arising out of or relating to the failure to obtain any consents, authorizations or approvals that may have been or may be required in connection with the transactions contemplated by this Agreement or because of the default, acceleration or termination of any such contract, lease, license or other agreement as a result thereof and (ii) no representation, warranty or covenant of Acton Holdings, the Company or Seller contained herein shall be breached or deemed breached as a result of the failure to obtain any consent, authorization or approval or as a result of any such default, acceleration or termination or any Proceeding commenced or threatened in writing by or on behalf of any Person arising out of or relating to the failure to obtain any consent, authorization or approval or any such default, acceleration or termination. (b) From the date hereof and prior to the Closing, Buyer agrees that it shall use commercially reasonable efforts to take or cause to be taken all actions necessary, proper or advisable to defend against any Proceedings by any Governmental Authority challenging this Agreement or the consummation of the transactions contemplated hereby, and seeking to vacate or reverse any temporary restraining order, preliminary injunction or other legal restraint or prohibition entered or imposed by any Governmental Authority that is not yet final and non-appealable. (c) From the date hereof through the Closing Date, neither Buyer nor any of its Affiliates shall interfere with the conduct of the Acton Business or with Seller’s, Acton Holding’s, or the Company’s relationships with their respective employees. Without limiting the foregoing, Buyer shall not, without the prior written approval of the Due Diligence Manager contact any employee, customer, supplier or landlord of the Acton Business or any other Person which has a business relationship with the Acton Business.

Cooperation by Buyer. (a) Except as specifically set forth in Section 5.7 hereof, prior Prior to the Closing, Buyer shall use commercially reasonable efforts to obtain all approvals, and timely submit any notices or filings, required under any applicable Law laws or Orders from or to any Governmental Authority in connection with the purchase of the Membership Interests Acquired Assets by Buyer from Seller. Buyer acknowledges and agrees that certain consents, authorizations and approvals to the transactions contemplated by this Agreement may be required from parties to Contracts to which an Acquired Entity is a party or included in the Acquired Assets and such consents, authorizations and approvals have not been obtained. Prior to the Closing, Buyer shall assist Seller and the Acquired Entities in obtaining such consents, authorizations and approvals; provided, that, except as specifically set forth in Section 5.7 hereof, provided that the failure of Seller or the Acquired Entities to obtain any such consent, authorization or approval shall not delay or prevent the Closing (including by application of ARTICLE Article VI). For the avoidance of doubt, Buyer agrees that (i) neither Seller nor any of its respective Affiliates or Representatives representatives shall have any liability whatsoever to Buyer or any of its respective Affiliates arising out of or relating to the failure to obtain any consents, authorizations or approvals that may have been or may be required in connection with the transactions contemplated by this Agreement or because of the default, acceleration or termination of any such contract, lease, license or other agreement as a result thereof and (iib) no representation, warranty or covenant of Acton Holdings, the Company any Acquired Entity or Seller contained herein shall be breached or deemed breached as a result of the failure to obtain any consent, authorization or approval or as a result of any such default, acceleration or termination or any Proceeding lawsuit, action, claim, proceeding or investigation commenced or threatened in writing by or on behalf of any Person arising out of or relating to the failure to obtain any consent, authorization or approval or any such default, acceleration or termination. (b) From the date hereof and prior to the Closing, Buyer agrees that it shall use commercially reasonable efforts to take or cause to be taken all actions necessary, proper or advisable to defend against any Proceedings suits, actions or proceedings by any Governmental Authority challenging this Agreement or the consummation of the transactions contemplated hereby, and seeking to vacate or reverse any temporary restraining order, preliminary injunction or other legal restraint or prohibition entered or imposed by any Governmental Authority that is not yet final and non-appealable. (c) From the date hereof through the Closing Date, neither Buyer nor any of its Affiliates shall interfere with the conduct of the Acton Business or with Seller’s, Acton Holding’s, ’s or the CompanyBusiness’s relationships with their respective its employees. Without limiting the foregoing, Buyer shall not, without the prior written approval of the a Due Diligence Manager contact any employee, customer, supplier or landlord of the Acton Business or any other Person which has a business relationship with the Acton Business.

Cooperation by Buyer. (a) Except as specifically set forth in Section 5.7 hereof, prior to the Closing, Buyer shall use commercially reasonable efforts execute and deliver such instruments, documents, conveyances or assurances and take such other actions as shall be necessary, or otherwise reasonably requested by Seller, to obtain all approvals, confirm and timely submit any notices or filings, required under any applicable Law or Orders from or to any Governmental Authority assure the rights and obligations provided for in connection with the purchase of the Membership Interests by Buyer from Seller. Buyer acknowledges and agrees that certain consents, authorizations and approvals to the transactions contemplated by this Agreement may be required from parties to Contracts to which an Acquired Entity is a party and such consents, authorizations and approvals have not been obtained. Prior to the Closing, Buyer shall assist Seller and the Acquired Entities in obtaining such consents, authorizations and approvals; provided, that, except as specifically set forth in Section 5.7 hereof, the failure to obtain any such consent, authorization or approval shall not delay or prevent the Closing (including by application of ARTICLE VI). For the avoidance of doubt, Buyer agrees that (i) neither Seller nor any of its Affiliates or Representatives shall have any liability whatsoever to Buyer or any of its respective Affiliates arising out of or relating to the failure to obtain any consents, authorizations or approvals that may have been or may be required in connection with the transactions contemplated by this Agreement or because of the default, acceleration or termination of any such contract, lease, license or other agreement as a result thereof Transaction Documents and (ii) no representation, warranty or covenant of Acton Holdings, the Company or Seller contained herein shall be breached or deemed breached as a result of the failure to obtain any consent, authorization or approval or as a result of any such default, acceleration or termination or any Proceeding commenced or threatened in writing by or on behalf of any Person arising out of or relating to the failure to obtain any consent, authorization or approval or any such default, acceleration or termination. (b) From the date hereof and prior to the Closing, Buyer agrees that it shall use commercially reasonable efforts to take or cause to be taken all actions necessary, proper or advisable to defend against any Proceedings by any Governmental Authority challenging this Agreement or render effective the consummation of the transactions contemplated herebyhereby and thereby. (b) None of the information supplied or to be supplied by or on behalf of Buyer for inclusion or incorporation by reference in the proxy statement will, and seeking at the time such incorporated documents are filed with the SEC or will, at the time the proxy statement is mailed to vacate the Seller’s Stockholders, or reverse at the time of the Stockholders’ Meeting contain any temporary restraining orderuntrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, preliminary injunction in the light of the circumstances under which they are made, not misleading except that no representation or other legal restraint warranty is made by Buyer with respect to statements made or prohibition entered incorporated by reference therein based on information supplied by Seller for inclusion or imposed incorporation by any Governmental Authority that is not yet final and non-appealablereference in the proxy statement. (c) From the date hereof through the Closing Date, neither Buyer nor any of its Affiliates shall interfere Consistent with the conduct provisions of Section 13 of the Acton Business or with Seller’sMDA, Acton Holding’sif the transfer of any Transferred Intellectual Property, or the Company’s relationships with their respective employees. Without limiting the foregoingsublicense of any Other IP, to Buyer requires any consent, approval, notice, permit, exemption, waiver or authorization from any governmental, regulatory or administrative body, agency or authority as a result of Buyer being a foreign entity (“Governmental Consent”), Buyer shall not, without promptly either (i) if no Governmental Consent would be required if a United States Affiliate acquired the prior written approval Transferred Intellectual Property and received the sublicense of the Due Diligence Manager contact Other IP, assign its rights, but not its obligations, hereunder to such Affiliate, or (ii) use its reasonable best efforts to obtain, at its cost and expense, all Governmental Consents necessary to transfer the Transferred Intellectual Property to Buyer and sublicense the Other IP to Buyer. Seller shall provide Buyer with reasonable assistance in obtaining any employee, customer, supplier or landlord of the Acton Business or any other Person which has a business relationship with the Acton Businesssuch Governmental Consents.