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 through the Closing Date, Sellers shall use Commercially Reasonable Efforts, and shall cooperate with Purchasers, to promptly secure all necessary consents, approvals, authorizations, exemptions, and waivers from third parties as shall be required in order to enable Sellers to promptly effect the transactions contemplated hereby and shall otherwise use Commercially Reasonable Efforts to cause the prompt consummation of such transactions in accordance with the terms and conditions hereof.
Cooperation by Sellers. Except with respect to any claim described in Section 14.3, in the event either U.S. Purchaser, U.K. Purchaser or Company is required to defend against, or desire to prosecute, any action, suit or proceeding arising out of a claim pertaining to the Global Business, Sellers shall provide such assistance and cooperation, including, witnesses and documentary or other evidence, as may reasonably be requested by such Purchaser in connection with such defense. Purchasers shall reimburse Sellers for their reasonable out-of-pocket expenses incurred in providing such assistance.
Cooperation by Sellers. 35 5.11 CASH WITHDRAWALS...............................................................................35 5.12
Cooperation by Sellers. Prior to the Closing, Sellers shall:
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.
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. 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.
