Cooperation by Purchaser. From the Signing Date through the Closing Date, Purchaser shall 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 each Company and each 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 8.2, 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. Unless agreed otherwise, this cooperation is an obligation.
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).
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 the Seller and Shareholder, Purchaser and its officers and employees shall reasonably cooperate with the Seller and Shareholder and its counsel in contesting any Claim with respect to which the Seller and Shareholder have satisfied all requirements for a contest by them as set forth in Section 11.4 above; provided that the Seller and Shareholder shall reimburse Purchaser for any actual out-of-pocket expenses incurred by it in so cooperating.
Cooperation by Purchaser. Purchaser agrees to provide full cooperation with Seller in performing its obligations hereunder, including, without limitation, (i) giving Seller prompt written notice of any Environmental Claims made on or after the Effective Date; (ii) providing Seller and its agents, contractors and consultants, and relevant government officials, with reasonable access to the premises of the Business to conduct any necessary investigation or remedial action, including, without limitation, sampling, monitoring, treatment, installation of equipment, construction of facilities, removal and disposal, provided that such investigation and remedial action must be conducted so as not to unreasonably interfere with Purchaser's operations; (iii) executing orders, decrees, agreements, manifests, easements, or similar documents (in forms reasonably satisfactory to Purchaser) necessary to effect such investigation or remedial action; (iv) providing Seller and its agents, contractors and consultants with any records, documents and other data in its possession relevant to Environmental Claims; and (v) providing Seller and its agents, contractors and consultants with access to the relevant personnel, agents and representatives of the Business, and Purchaser shall instruct such personnel, agents and representatives to provide testimony at any legal proceedings and cooperate in responding to any legal documents to the extent requested by Seller. Seller shall reimburse Purchaser for the out-of-pocket expenses of providing such cooperation within thirty (30) days after receipt of supporting documentation.
Cooperation by Purchaser. From the date hereof until Closing, Purchaser, Castle PC and Castle Dental will use their reasonable best efforts, and will cooperate with each Seller and Shareholder, to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties as shall be required in order to enable Purchaser, Castle PC and Castle Dental to effect the transactions contemplated on their part hereby, and Purchaser, Castle PC and Castle Dental will otherwise use their 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 they have control to be satisfied. Purchaser, Castle PC and Castle Dental further agree to deliver to each Seller and Shareholder 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, Castle PC or Castle Dental contained herein being untrue in any material respect.
