Cooperation by Purchasers Sample Clauses

Cooperation by Purchasers. Subject to Sections 2.5 and 2.6, each of Purchasers will use their best efforts, and will cooperate with Seller, to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties as shall be required in order to enable such Purchaser to effect the transactions contemplated on its part hereby, and each Purchaser will otherwise use its 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. Nothing in this Section 10.1 or any other provision of this Agreement shall require any Purchaser to agree to divest all or any portion of the Power Generation Business or to take any other action that may in the reasonable judgment of FW materially adversely affect the conduct of the Power Generation Business or a related business conducted by FW or any of its Affiliates in order to obtain any consent or approval (including, without limitation, under the HSR Act) necessary to consummate the transactions contemplated by this Agreement.

Cooperation by Purchasers. Purchasers will, and will cause Company to, provide reasonable cooperation to Sellers in performing their obligations hereunder, including: (a) giving Sellers prompt written notice of any claim, demand, or other notice with respect to which indemnity may be sought under this Article VIII; (b) providing Sellers and Sellers’ agents, contractors and consultants, and relevant government officials, with reasonable access (at no charge) to the Real Property to conduct any necessary investigation or remedial action, including sampling, monitoring, treatment, installation of equipment, construction of facilities, removal and disposal, subject to reasonable regulation of access to Company’s property (such as the requirement of proof of insurance); provided that Purchasers shall not be required to provide access for any Environmental Response Actions that require Purchasers, the Company or their respective Affiliates to halt or suspend any material operations on the Real Property for a period longer than 1 hour; (c) executing any orders, permits, applications or agreements to effectuate Sellers’ obligations hereunder; (d) providing Sellers and their agents, contractors and consultants with any records, documents and other data in its possession and requested by Sellers relevant to indemnification obligations, provided that such records, documents and other data are not attorney-client privileged or attorney work-product; (e) executing and permitting to be recorded such additional documents as any governmental authority may require with respect to the Santa Clarita Real Property to effectuate the restrictions provided in the environmental restriction on property referenced in Section 8.6 (and such reasonable similar restrictions to effectuate Sellers’ obligations hereunder with respect to the Pacoima Real Property should U.S. Purchaser or Company or their affiliates ever purchase the Pacoima Real Property); (f) avoiding unreasonable interference with Sellers’ Environmental Response Actions, including with respect to equipment installed by Sellers in connection therewith, so long as such installation does not materially or unduly interfere with the operations of the Business; (g) allowing Sellers use of sewer connections and utilities (provided that Sellers reimburse Purchasers any additional changes associated with such use); and (h) otherwise providing such assistance reasonably necessary to enable Sellers to comply with their obligations hereunder; provided, howeve...

Cooperation by Purchasers. The Purchasers agree to comply with all reasonable requests of the Underwriter's Representative made in connection with any public offering in which such Purchasers participate, including, but not limited to, the execution of lock-up agreements and the making of reasonable representations and warranties related to such Purchaser, provided, however, that such lock-up agreements are also entered into by the Company's executive officers and directors and are for a period of no more than 120 days.

Cooperation by Purchasers. Except with respect to any claim described in Section 14.3, in the event U.S. Seller or U.K. Seller is required to defend against, or desires to prosecute, any action, suit or proceeding arising out of a claim pertaining to the Global Business prior to the Closing Date, Purchasers shall, and shall cause Company to, provide such assistance and cooperation, including, witnesses and documentary or other evidence as may reasonably be requested by such Seller in connection with its defense. Sellers shall reimburse Purchasers and Company for their reasonable out-of-pocket expenses incurred in providing such assistance and cooperation.

Cooperation by Purchasers. Each Purchaser (or subsequent holder) of Preferred Shares or Warrants agrees to provide the Company promptly with such information with respect to the Purchaser and the Securities held by such Purchaser as the Company may reasonably request in connection with the Company's fulfillment of its obligations hereunder or any of the documents executed in connection herewith.