Cooperation by Seller. The Seller will cooperate with Rio Vista as reasonably requested by Rio Vista in connection with the preparation and filing of any Registration Statement. Each of the Seller will furnish to Rio Vista such information regarding itself, the common units held by it, and the intended method of disposition of such common units as shall be reasonably required to cause the effectiveness of the Registration Statement and will execute and deliver such documents in connection with the Registration Statement as Rio Vista may reasonably request. Each of the Seller will, upon receipt of notice from Rio Vista of any event requiring suspension of the use of the prospectus included as part of the Registration Statement, immediately discontinue disposition of common units pursuant to the Registration Statement until Seller’s receipt of the copies of the supplemented or amended prospectus or receipt of notice that no supplement or amendment is required. Each of the Seller covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act of 1933 as applicable to it or comply with the provisions of an exemption from such prospectus delivery requirements in connection with sales of common units pursuant to the Registration Statement.
Cooperation by Seller. Seller, at any time before or after the Closing Date, will execute, acknowledge, and deliver any further assignments, conveyances, and other assurances, documents, and instruments of transfer, reasonably requested by Purchaser, and will take any other Seller consistent with the terms of this Agreement that may reasonably be requested by Purchaser for the purpose of assigning, transferring, granting, conveying, and confirming to Purchaser, or reducing to possession, any or all property to be conveyed and transferred by this Agreement.
Cooperation by Seller. (a) The Seller will cooperate fully and in a timely manner with the Owner Trustee, the Trust, the Servicer or the Indenture Trustee in connection with (i) the filing of any claims with an insurer or any agent of any insurer under any insurance policy affecting an Obligor or any of the Financed Vehicles; (ii) supplying any additional information as may be requested by the Owner Trustee, the Trust, the Servicer, the Indenture Trustee or any such agent or insurer in connection with the processing of any such claim; and (iii) the execution or endorsement of any check or draft made payable to the Seller representing proceeds from any such claim. The Seller shall take all such actions as may be requested by the Owner Trustee, the Trust, the Servicer or the Indenture Trustee to protect the rights of the Owner Trustee or the Indenture Trustee on behalf of the Noteholders, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer in and to any proceeds under any and all of the foregoing insurance policies. The Seller shall not take or cause to be taken any action which would impair the rights of the Owner Trustee or the Indenture Trustee on behalf of the Noteholders, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer in and to any proceeds under any of the foregoing insurance policies.
(b) The Seller shall, within two (2) Business Days of receipt thereof, endorse any check or draft payable to the Seller representing insurance proceeds and (i) in the event there are no other payees on such check or draft, forward, via hand delivery, such endorsed check or draft to the Servicer for deposit into the Collection Account and (ii) in the event such check or draft is also payable to the Indenture Trustee on behalf of the Noteholders, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer, forward, via overnight courier, to the Indenture Trustee with a copy of such endorsed check or draft to the Servicer. The Seller will hold in trust and remit to the Indenture Trustee, within two (2) Business Days of receipt thereof, any funds received with respect to the Receivables after the Cutoff Date.
Cooperation by Seller. In the event Purchaser is required to defend against, or desires to prosecute, any action, suit or proceeding arising out of a claim pertaining to a liability assumed or asset acquired by Purchaser pursuant to this Agreement relating to the business or operations of the Business, Seller shall provide such assistance and cooperation, including without limitation, witnesses and documentary or other evidence, as may reasonably be requested by Purchaser in connection with its defense. Purchaser shall reimburse Seller for its reasonable out-of-pocket expenses incurred in providing such assistance.
Cooperation by Seller. From the date of the Agreement until the Closing, Seller shall exercise reasonable commercial efforts to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties as shall be required in order to enable Seller to consummate the transactions contemplated hereby.
Cooperation by Seller. Seller shall use its reasonable best --------------------- efforts to cooperate with Buyer to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties as shall be required in order to enable Seller to effect the transactions contemplated hereby, and Seller shall 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. Seller further agrees to deliver to Buyer prompt written notice of any event or condition known to or discovered by Seller, which if it existed on the date of this Agreement or on the Closing Date, would result in any of the representations and warranties of Seller contained herein being untrue in any material respect.
Cooperation by Seller. Prior to the Closing, Seller shall use commercially reasonable efforts to obtain consents of the parties set forth on Schedule 4.1, and all other authorizations and approvals, and timely submit any notices or filings, required under any applicable Law, Orders or Contracts from or to any Governmental Authority or other Person in connection with the sale of the Membership Interests by Seller to Buyer. Seller shall not under any circumstances be required to make any payments required or sought by any third party for any such consent or otherwise in connection with its obligations under this Section 4.1, Section 4.5, or Section 4.6.
Cooperation by Seller. Subject to its rights under Article 10, prior to the Closing, Seller will use all reasonable efforts to take all actions and to do all things necessary or advisable to consummate the transactions contemplated by this Agreement and to cooperate with Buyer in connection with the foregoing, including using reasonable efforts to obtain any Consents contemplated by Section 3.8. However, Seller shall have no obligation to change any Permit or make any payment to obtain any Consent.
Cooperation by Seller. From the Signing Date through the Closing Date, Seller 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 Purchaser in connection with the foregoing, including using reasonable efforts to obtain all of the Consents, and (c) subject to the other terms and conditions of this Agreement, to cause all the conditions set forth in Section 9.1, the satisfaction of which is in the reasonable control of Seller, to be satisfied on or prior to Closing.
Cooperation by Seller. Seller agrees to use its commercially reasonable efforts during the six (6) months after the Closing to provide cooperation between Seller's remaining personnel in Seller's offices and Buyer's personnel to help assure an orderly transition of customer accounts and to help assure an orderly transition of the Assets. Buyer shall reimburse Seller for these services at Seller's cost (including fully burdened labor costs, materials and reasonable travel costs). Summit agrees to use its commercially reasonable efforts to cooperate with CSC in the preparation and filing of any necessary reports with the Securities and Exchange Commission, and shall provide CSC with such information as CSC shall reasonably request for such purpose.
