Cooperation by Sellers. Sellers and the Shareholders shall use their reasonable best efforts to cooperate with Purchaser to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties as shall be required in order to enable Sellers and the Shareholders to effect the transactions contemplated on its or his part hereby, and Sellers and the Shareholders shall 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 it has control to be satisfied. Sellers and the Shareholders further agree to deliver to Purchaser 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 Sellers or the Shareholders contained herein being untrue in any material respect.
Cooperation by Sellers. From the date hereof and prior to the Closing, the Sellers shall use commercially reasonable efforts to secure all necessary governmental or third party consents, approvals, authorizations, exemptions and waivers as shall be required in order to enable the Sellers to effect the transactions contemplated hereby, and shall use commercially reasonable efforts to cause the consummation of such transactions in accordance with the terms and conditions hereof.
Cooperation by Sellers. 32 6.11 Negotiation with Others...............................................33 6.12
Cooperation by Sellers. Sellers shall provide HK or Purchaser ---------------------- with (i) such assistance as may reasonably be requested by HK or Purchaser in connection with the preparation of any Return or in connection with any audit or other examination by any taxing authority or any judicial or administrative proceedings relating to liability for Taxes, (ii) any records or other information which may be relevant to any such Return, audit or examination, proceeding or determination, and (iii) any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Return of the other for any period. Without limiting the generality of the foregoing, Sellers shall retain, until the applicable statute of limitations (including any extensions) have expired, copies of all Returns, supporting work schedules and other records or information which may be relevant to such Returns for all tax periods or portions thereof ending before or including the Closing and shall not destroy or otherwise dispose of any such records without first providing the Purchaser with a reasonable opportunity to review and copy the same.
Cooperation by Sellers. 32 4.02. Conduct of Business.....................................................................33 4.03. Access..................................................................................34 4.04. No Solicitation.........................................................................35 4.05. Disclosure Schedules....................................................................36 4.06. Resale Exemption Certificates...........................................................36
Cooperation by Sellers. (a) From the date hereof and prior to the Closing, Sellers shall use their best efforts, and will cooperate with Parent and Buyer, to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties as shall be required in order to enable Sellers to effect the transactions contemplated hereby, and shall otherwise use their best efforts to cause the consummation of such transactions in accordance with the terms and conditions hereof.
(b) Without limiting the provisions set forth in paragraph (a) of this Section 4.01, Sellers shall file with the Department of Justice ("DOJ") and the Federal Trade Commission ("FTC") a Pre-Merger Notification and Report Form pursuant to the HSR Act in respect of the transactions contemplated hereby within five business days after the date of this Agreement, and Sellers shall use, and cause each of their affiliates to use, their best efforts to take or cause to be taken all actions necessary to promptly and fully comply with any requests for information from regulatory authorities to obtain any authorization relating to the HSR Act that is necessary to enable the parties to consummate the transactions contemplated by this Agreement.
Cooperation by Sellers. To facilitate the hiring by or on behalf of Buyers (or one or more of their affiliates) of the Business Employees and TSA Employees, Sellers shall, and shall cause their applicable affiliates to, permit Buyers to meet and otherwise contact such employees during the time periods set forth in Section 6.1(a); provided, however, that Sellers and Buyers shall cooperate to ensure that such initial contact with the Business Employees will be made, at the latest, twenty (20) business days after the date hereof, and such initial and subsequent pre-Closing contacts will be conducted at reasonable times and upon reasonable notice and at all times in a manner that is reasonably acceptable to Sellers.
Cooperation by Sellers. During the Initial Exploration Period, ---------------------- Sellers shall provide Buyer with unrestricted access to all information and documentation in the possession or control of Sellers and their Affiliates (but Sellers make no representation or warranty as to the accuracy, reliability or completeness of any such information or documentation) relating to the Property and the unrestricted right to explore and evaluate all areas of the Property including, without limitation, the Excluded Claims, and the right to make reasonable use of the Water Rights and any other assets that constitute the Property in connection with Buyer's activities. Sellers shall do all such acts and things and execute and deliver all such documents and instruments as are necessary or advisable in the reasonable opinion of Buyer to permit Buyer the unrestricted right to explore and investigate the area comprising the Excluded Claims during the Initial Exploration Period, at the sole risk and expense of Buyer. If requested by Buyer, Seller will engage geologists, drillers, consultants or other persons or entities selected by Buyer to conduct exploration, environmental and other investigatory activities and do such other things as may be necessary to perform such work on the Excluded Claims at Buyer's sole risk and expense. Any such work will be carried out under Buyer's direction and will be conducted pursuant to Sellers' existing permits where possible.
Cooperation by Sellers. Sellers shall use their 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 Sellers to effect the transactions contemplated hereby, and Sellers shall 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 it has control to be satisfied. Sellers further agree to deliver to Buyer prompt written notice of any event or condition known to or discovered by Sellers, 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 Sellers contained herein being untrue in any material respect.
Cooperation by Sellers. Unless and until this Agreement shall be terminated, the Sellers agree that, solely in their capacity as stockholders of the Company and not in their capacity as directors (as applicable), (a) the Sellers shall be deemed to have timely provided and not revoked as of the date of this Agreement or as of the consummation of the sale of the Shares hereunder, as required or necessary, any and all approvals, consents or waivers of, to or under, any terms of the Preferred Stock Agreements (and only such agreements), including but not limited to, in respect of Sections 6(e) and 10 of the Designation and Section 3.2(f) of the Corporate Governance Agreement, solely as are required or necessary for the Company to consummate the Company Merger, the other transactions contemplated in the Merger Agreement and the purchase of the Shares under paragraph 1 (in each case including any related financing) and to enter into this Agreement, the Merger Agreement and agreements specifically contemplated by the Merger Agreement without causing a breach of or default under any Preferred Stock Agreement; provided, that such approval, consent and waiver is contingent upon the consummation of the transactions contemplated by this Agreement, (b) provided that, at the time of such stockholders’ meeting, no condition specified in paragraph 2 could not reasonably be expected to be satisfied in full on or prior to the Outside Date (as defined in the Merger Agreement), at any stockholders’ meeting of the Company at which any approval or consent of matters in connection with the Company Merger shall be sought, the Sellers shall cause the Shares and any other voting securities of the Company, whether issued before or after the date of this Agreement, that the Sellers purchase or with respect to which the Sellers otherwise acquire record or beneficial ownership after the date of this Agreement (such Shares and such other voting securities of the Company, the “Voting Shares”) to be counted as present thereat for the purpose of establishing a quorum and voted in person or by proxy in favor of each of the Merger Agreement, the Company Charter Amendment and the New Equity Plan (as each of the foregoing terms is defined in the Merger Agreement) and any other transactions specifically contemplated by the Merger Agreement, (c) the Sellers shall not request any “demand registrations” under the Registration Rights Agreement, dated as of April 11, 2000, by and among the Company and the “Investors” ident...
