Cooperation Covenants Sample Clauses

Cooperation Covenants. Without limiting the terms of the Guaranty, Guarantor agrees that any failure of Borrower after a Termination Event or Event of Default occurring from and after the Effective Date to comply, or any attempt by Guarantor after a Termination Event or Event of Default occurring from and after the Effective Date to interfere with Borrower's compliance, with the Cooperation Covenants shall subject Guarantor to recourse for the Indebtedness.

Cooperation Covenants. The "Cooperation Covenants" shall be defined as Borrower's obligation (a) in the event of a Default, to comply with the terms of Sections 3.7 (a) and (b), and (b) provided no Default shall have occurred or if Lender has otherwise elected, to deliver the Deed in Lieu Documents required by Sections 3.7 (d), and the other deliveries, obligations, covenants, conditions and limitations required or imposed by Sections 3.7 (e) (g) (h) and (i). Borrower shall be subject to personal liability for the full Indebtedness and all other obligations of Borrower to Lender under the Loan Documents for any failure of Borrower after an Event of Default occurring after the Effective Date to comply with, or any attempt by Borrower after an Event of MIAMI 3859485.10 72496/43267 EXECUTION COPY 18 Default occurring after the Effective Date to interfere with Borrower's compliance with, the Cooperation Covenants, which failure has not been cured within fifteen (15) days after written notice from Lender to Borrower.

Cooperation Covenants. 7.1 Subject to the terms and conditions of this Agreement, Buyer and Seller and their respective Affiliates shall use their best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any governmental authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any governmental authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement. Seller and Xxxxx agree to execute and deliver, and to cause their respective Affiliates to execute and deliver, such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in Buyer ownership of the Shares. 7.2 In furtherance and not in limitation of the foregoing, as soon as reasonably practicable after the Signing Date and (provided that the other Party has complied with its obligations in clause 7.3) in any event prior to the earlier of (i) the applicable filing deadline and (ii) 10 Business Days from the Signing Date, each of the Buyer and the Seller shall prepare and file notifications required to be filed by them to the relevant competition authorities specified on Schedule 8.1(a) and expedite all other submissions and rendering of information requested or required by the competition authorities in furtherance thereof. 7.3 Without prejudice to clause 7.4, the Buyer shall take all action reasonably requested by the Seller and the Seller shall take (and the Seller shall procure that the Company shall take) all action reasonably requested by the Buyer (but without the obligation to incur any out-of-pocket costs or expenses (other than costs of their legal and other advisers) in connection therewith) to assist the Parties to satisfy the condition described in clause 8.1(a). To this end the Buyer and the Seller and their respective legal advisors shall work together and - to the extent lega...

Cooperation Covenants. 8.1 Competition and Foreign Direct Investment clearance and approval 8.1.1 The Parties' obligation to consummate the transactions contemplated by this Agreement is subject to all required clearances and approvals from (i) the Competition Authorities and (ii) all clearances and approvals required from the Foreign Direct Investment Authority having been obtained, or the applicable statutory waiting periods having elapsed on or before Closing or been terminated by the competent authority. The Parties shall use best endeavours to fulfil or ensure the fulfilment of the condition precedent in clauses 9.1(a) and 9.1(b). 8.1.2 Each Party undertakes to notify the other Party of any circumstances which will or may prevent the condition listed in clauses 9.1(a) and 9.1(b) from being satisfied on the Closing Date as soon as the Party in question becomes aware of such circumstances. 8.1.3 The Buyer shall use best efforts to investigate and discuss with the Foreign Direct Investment Authority whether or not the transactions contemplated by the Agreement are covered by the mandatory screening requirements for certain foreign direct investments with the view to as soon as possible conclude if a filing to the Foreign Direct Investment Authority is a legal requirement. The Buyer shall consult and inform the Sellers' Representatives of any discussions with the Foreign Direct Investment Authority and allow that representative of the Sellers' Representatives participates in any meetings and calls and receives copies of any written communication, and the Sellers’ Representative shall make itself readily available to participate in such meetings or calls and shall assist the Buyer in procuring without undue delay all relevant information. 8.1.4 The Buyer is responsible for submitting preliminary draft filings (or other relevant communications) to the Competition Authorities (other than the EU Commission and the UK Competition and Markets Authority) and the Foreign Direct Investment Authority as soon as reasonably possible (to the Competition Authorities no later than 20 Business Days after Signing and to the Foreign Direct Investment Authority no later than 30 Business Days after such time when it becomes possible to submit a filing (if no written confirmation from the Foreign Direct Investment Authority to the effect that the transactions contemplated by the Agreement are not covered by the mandatory screening requirements for certain foreign direct investments has been obtaine...

Cooperation Covenants. (a) If requested as part of the Consulting Services, Weil will cooperate and assist the Company in any and all ongoing matters and in transitioning his duties, and Weil shall use his best efforts to transition his duties and responsibilities to such individual or individuals as the Chairman of the Company’s Board of Directors shall designate. (b) Weil hereby reaffirms his obligation to adhere to the confidentiality provisions of the Employment Agreement. Weil agrees and acknowledges that said confidentiality provisions will remain in effect during his consulting assignment and thereafter. (c) On the Effective Date, Weil shall return to the Company all of the Company’s property, documents, books, records, reports, contracts, lists, computer disks (or other computer-generated files or data) or copies thereof created on any medium, prepared or obtained by him in the course of or incident to Weil’s employment with the Company. (d) Upon the termination of his consulting assignment, Weil agrees to return to the Company all of the Company’s property, documents, books, records, reports, contracts, lists, computer disks (or other computer-generated files or data) or copies thereof created on any medium, prepared or obtained by him in the course of or incident to the provision of the Consulting Services. (e) Weil agrees that during the period of his consulting and until and for a period of one year following the Effective Date, he will not, directly or indirectly, provide services, whether as an employee, consultant, director, independent contractor, agent, owner or partner, to any person, company or division that, as its primary business, designs and produces headwear or golf-inspired apparel (such as Cutter & Buck, Adidas Golf, Nike Golf, Fidra, Xxxx Xxxxxx, Xxxxx Xxxxx Golf, Fairway and Xxxxxx, UnderArmour Golf, Sport Xxxxx, X.X. Pro, Gear Golf, Tahama Legends Golf, Antigua, Xxx Xxxxx Apparel, Fila Golf, Oxford Gold, Ahead, Imperial, Pukka Headwear and Titleist); provided, however, that Weil’s passive investment of up to five percent (5%) of the outstanding voting securities or similar equity interest in a publicly held entity shall not be deemed a breach of this Agreement. The parties intend this provision to be enforceable under the “inevitable disclosure” doctrine given Weil’s knowledge of the Company’s future plans. (f) Weil hereby agrees that, until and for a period of two years following the Effective Date, he will not directly or indirectly (a) solicit, in...

Cooperation Covenants of Tenant and its Subtenants. Tenant shall, subject to the qualifications set forth below, cooperate with Landlord to provide the following: (a) Provide internships for undergraduate and graduate students; (b) Participate in work-study programs for undergraduate and graduate students; (c) Provide employment opportunities for undergraduate and graduate students; (d) Undertake joint research programs with the University's faculty; (e) Co-sponsor research seminars or conferences; (f) Undertake such other academic activities as mutually agreed upon; (g) Make the Conference Center available for University use in accordance with Section 5.1(c). The above goals, purposes and programs shall be provided as long as they do not unreasonably interfere with the operation and management of the Research Center and the commercially reasonable business operations of the occupants thereof. The parties will reasonably cooperate to implement the above programs. The above items shall be by way of example, and not of limitation, with the understanding that such undertakings will relate to Tenant or Subtenants which will operate their businesses in the Research Center pursuant to Subleases with Tenant. Tenant will incorporate provisions in its Subleases to accommodate these goals, purposes and programs, and to reasonably provide for such accommodations in any conditions, covenants or restrictions governing the Research Center.

Cooperation Covenants. Each of SPPI and CTI agrees to use its commercially reasonable efforts from and after the date hereof and for a period of thirteen (13) months thereafter to provide the other party and its representatives (including any independent auditors engaged by the other party) with such cooperation (including with respect to providing any management representation or similar letters to any such auditors, to the extent SPPI or CTI or their respective officers, as the case may be, is able to provide the representations requested therein without commercially unreasonable burden or cost to SPPI or CTI, as the case may be) as SPPI or CTI or such representatives may reasonably request in connection with the preparation of any financial statements related to the LLC and the Zevalin business that are required under applicable law to be filed with the Securities and Exchange Commission. CTI and SPPI each agree to cooperate in good faith after the Effective Time with respect to any matters reasonably required for the LLC to continue distributing Zevalin without interruption and obtain any required distribution licenses under applicable law. CTI shall maintain its state distribution licenses for as long as required for the LLC or SPPI to obtain all the necessary distribution licenses to distribute Zevalin in all U.S. states and territories. In any case, CTI agrees not to cause, in whole or in part, whether by act, omission or delay thereof, any stoppage or disruption to the distribution of Zevalin in, to or within any U.S. state or territory.

Cooperation Covenants. The covenants and agreements of Borrower Parties contained in Sections 5.2, 5.3 and 5.4 of this Agreement shall be referred to as the “Cooperation Covenants”. Borrower Parties shall be subject to recourse liability for the full Indebtedness and all other obligations of Borrower and, as applicable, Maryland Loan Guarantor to Lender under the Loan Documents upon any failure of any Borrower Parties after an Event of Default occurring after the Effective Date to comply with, or any attempt by any Borrower Parties after an Event of Default occurring after the Effective Date to Interfere with Borrower Parties’ compliance with, the Cooperation Covenants.

Cooperation Covenants. The covenants and agreements of Borrower contained Sections 5.3, 5.4 and 5.5 of this Agreement shall be referred to as the “Cooperation Covenants”.

Cooperation Covenants. Without limiting the terms of the Guaranty, Current Guarantor agrees that the Guaranty is further modified to provide that any failure of Borrower after a Default to comply, or any attempt by Current Guarantor after a Default to interfere with Borrower’s compliance, with the Cooperation Covenants shall subject Current Guarantor to recourse for the Indebtedness.