Cooperation by Purchaser. From the Signing Date through the Closing Date, Purchaser will use all reasonable efforts (a) to take all actions and to do all things necessary or advisable to consummate the transactions contemplated by this Agreement, (b) to cooperate with Seller in connection with the foregoing, including using reasonable efforts to obtain all of the Consents and the Releases, and (c) subject to the other terms and conditions of this Agreement, to cause all the conditions set forth in Section 9.2, the satisfaction of which is in the reasonable control of Purchaser, to be satisfied on or prior to Closing.
Cooperation by Purchaser. In the event Seller is required to defend against, or desires to prosecute, any action, suit or proceeding arising out of a claim pertaining to the business or operations of the Business prior to the Closing Date, Purchaser shall provide such assistance and cooperation, including, without limitation, witnesses and documentary or other evidence as may reasonably be requested by Seller in connection with its defense. Seller shall reimburse Purchaser for its reasonable out-of-pocket expenses incurred in providing such assistance and cooperation.
Cooperation by Purchaser. 8.1 Purchaser shall provide the contractually stipulated cooperation.
8.2 If Purchaser fails to provide or adequately perform required cooperation services, Supplier must register its complaint immediately and in writing. If Supplier does not fulfill this requirement to register its complaints, Purchaser shall not be in default of its duty of cooperation and Supplier cannot plead a lack of cooperation.
Cooperation by Purchaser. Purchaser will use its reasonable best efforts, and will cooperate with Sellers and the Shareholders, to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties as shall be required in order to enable Purchaser to effect the transactions contemplated on its part hereby, and Purchaser will otherwise use its reasonable best efforts to cause the consummation of such transactions in accordance with the terms and conditions hereof and to cause all conditions contained in this Agreement over which it has control to be satisfied. Purchaser further agrees to deliver to Sellers and the Shareholders prompt written notice of any event or condition, which if it existed on the date of this Agreement, would result in any of the representations and warranties of Purchaser contained herein being untrue in any material respect.
Cooperation by Purchaser. From and after the Closing, Purchaser shall, and shall cause its Affiliates to, cooperate with the Company, including making relevant Continuing Employees available to the Company and its representatives during normal business hours and without disruption to Purchaser’s business and making available to the Company and its representatives relevant books and records, in connection with the discharge by the Company of the Excluded Liabilities, including the defense by the Company of those Legal Proceedings included in the Excluded Liabilities. The Company shall be responsible for all out-of-pocket costs and expenses incurred by Purchaser in connection with its performance of this Section 6.19.
Cooperation by Purchaser. (a) Purchaser will furnish to the Company such information as the Company may reasonably require from Purchaser in connection with the registration statement (and the prospectus included therein).
(b) Purchaser will not (until further notice) effect sales thereof after receipt of telegraphic or written notice from the Company to suspend sales to permit the Company to correct or update a registration statement or prospectus; but the obligations of the Company with respect to maintaining any registration statement current and effective shall be extended by a period of days equal to the period such suspension is in effect unless (i) such extension would result in the Company's inability to use the financial statements in the registration statement initially filed pursuant to the Purchaser's request and (ii) such correction or update did not result from the Company's acts or failures to act. At the end of the period during which the Company is obligated to keep the registration statement current and effective as described in Section 3(b) hereof (and any extensions thereof required by the preceding sentence), Purchaser shall discontinue sales of shares pursuant to such registration statement upon receipt of notice from the Company of its intention to remove from registration the shares covered by such registration statement which remain unsold, and Purchaser shall notify the Company of the number of shares registered which remain unsold immediately upon receipt of such notice from the Company.
(c) Purchaser agrees to provide the Company with written assurances that all sales of Registrable Securities made in connection with a registration that is not underwritten were made in compliance with all applicable securities laws, including, without limitation, the prospectus delivery requirements of Section 5 of the Securities Act or any successor provision and the restrictions of Rules l0b-2, l0b-6 and l0b-7 of the Exchange Act or any successor provisions.
Cooperation by Purchaser. Each Purchaser shall furnish to the Company such information regarding the Purchaser and the distribution proposed by it as the Company may reasonably request in connection with the Registration Statement referred to in this Section 4.11. Each Purchaser shall cooperate as reasonably requested by the Company in connection with the preparation of the Registration Statement, and for so long as the Company is obligated to file and keep effective the Registration Statement, shall provide to the Company, in writing, for use in the registration statement, all such information regarding the Purchaser and its plan of distribution of the Registrable Securities included in such registration as may be reasonably necessary to enable the Company to prepare such registration statement, to maintain the currency and effectiveness thereof and otherwise to comply with all applicable requirements of law in connection therewith.
Cooperation by Purchaser. If requested by Seller and Stockholder, Purchaser and its officers and employees shall reasonably cooperate with Seller and Stockholder and its counsel in contesting any Claim with respect to which Seller and Stockholder have satisfied all requirements for a contest by them as set forth in Section 11.4 above; provided that Seller and Stockholder shall reimburse Purchaser for any actual out-of-pocket expenses incurred by it in so cooperating.
Cooperation by Purchaser. (a) From the date hereof and prior to the Closing, Purchaser will use its reasonable best efforts and will cooperate with Bayer, to promptly secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties, including without limitation, under the HSR Act and the antitrust laws and regulations of any applicable non-United States jurisdictions, as shall be required in order to enable Purchaser to promptly effect the transactions contemplated hereby, and will otherwise use its reasonable best efforts to cause the prompt consummation of such transactions in accordance with the terms and conditions hereof. Purchaser shall cooperate with Bayer such that initial filings required to be made pursuant to the HSR Act in connection with the transactions contemplated hereby will be made no later than December 1, 1998.
Cooperation by Purchaser. 16 Section 6.2 D&O Insurance.................................. 16
