Cooperation, etc. The Indemnitee and the Indemnitor shall cooperate with one another in good faith in connection with the defense, compromise or settlement of any claim or action. Without limiting the generality of the foregoing, the party controlling the defense or settlement of any matter shall take steps reasonably designed to ensure that the other party and its counsel are informed at all times of the status of such matter. Neither party shall dispose of, compromise or settle any claim or action in a manner that is not reasonable under the circumstances and in good faith. The Indemnitor and Indemnitee shall enter into such confidentiality and other non-disclosure agreements as the Indemnitee or Indemnitor, as the case may be, shall reasonably request in order to protect trade secrets and other confidential or proprietary information of the Indemnitee or Indemnitor, as the case may be.
Cooperation, etc. Each of the parties hereto shall cooperate with the others in every way in carrying out the transactions contemplated herein, and delivering instruments to perfect the conveyances, assignments and transfers contemplated herein, and in delivering all documents and instruments deemed reasonably necessary or useful by counsel for any party hereto. The parties shall coordinate all publicity relating to the transactions contemplated hereby, and no party shall issue any press release, publicity statement or other public notice relating to this Agreement or the transactions contemplated hereby without obtaining the prior consent of the other parties.
Cooperation, etc. The Company and the Shareholder shall cooperate and use all efforts to take all action, and to do all things necessary, proper or advisable to consummate the sale of the Shares to the Company and to otherwise consummate and make effective the transactions contemplated by this Agreement, and shall refrain from taking any action that shall be inconsistent with, or contrary to, this Agreement. Each of the parties hereto shall cooperate and use all reasonable efforts to resist any attempts to impose any legal prohibition or restraint on the purchase and sale of the Shares in accordance herewith and, in the event thereof, to remove, vacate and/or reverse any such prohibition or restraint.
Cooperation, etc. Buyer and Seller shall cooperate with one another in good faith in connection with the defense, compromise or settlement of any claim or action. Without limiting the generality of the foregoing, the party controlling the defense or settlement of any matter shall take steps reasonably designed to ensure that the other party and its counsel are informed at all times of the status of such matter. Neither party shall dispose of, compromise or settle any claim or action in a manner that is not reasonable under the circumstances and in good faith.
Cooperation, etc. MAM and HPM Shareholders shall cooperate with one another in good faith in connection with the defense, compromise or settlement of any claim or action. Without limiting the generality of the foregoing, the party controlling the defense or settlement of any matter shall take steps reasonably designed to ensure that the other party and its counsel are informed at all times of the status of such matter. Neither party shall dispose of, compromise or settle any claim or actin in a manner that is not reasonable under the circumstances and in good faith. The HPM Shareholders shall enter into such confidentiality and other non-disclosure agreements as MAM shall reasonably request in order to protect trade secrets and other confidential or proprietary information of HPM and MAM and shall use their best efforts to cause the party making such Third Party Claim to enter into any such agreement.
Cooperation, etc. From and after the Closing Date, Buyer, the Companies and Seller shall cooperate fully, as to the extent reasonably requested by the other party, in connection with the preparation and filing of any Tax return, statement, report or form (including any report required pursuant to Section 6043 of the Code and all Treasury Regulations promulgated thereunder), any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller and Buyer agree (i) to retain all books and records with respect to Tax matters pertinent to the Companies and the Seller Group relating to any Pre-Closing Tax Period, and to abide by all record retention agreements entered into with any Taxing Authority, and (ii) to give the other party reasonable written notice prior to destroying or discarding any such books and records and, if the Buyer so requests, the Seller shall allow the Buyer to take possession of books and records pertinent to the Companies.
Cooperation, etc. (1) The Fund Parties and the Fund Subsidiaries shall not do anything or omit to do anything that (i) would adversely affect the Fund’s status as a “mutual fund trust” for purposes of the Tax Act at any time at or before the end of its taxation year in which the Transaction occurs or (ii) would cause the Fund to become subject to tax under section 122 of the Tax Act for any taxation year ending before 2011.
Cooperation, etc. (a) Subject to the terms and conditions hereof, Seller and Buyer agree (without being obligated to make any payment to any third party) to use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the Contemplated Transactions, including the Adjustment, and to cooperate with the other Party in connection with the foregoing, including using commercially reasonable efforts: (i) to execute and deliver all conveyance documents and instruments necessary to complete the Adjustment prior to the Closing, (ii) to obtain all necessary Consents from other parties to Contracts, (iii) to obtain all Legal Approvals, (iv) to prevent the entry, enactment or promulgation of any threatened or pending injunction or order that would adversely affect the ability of the Parties hereto to consummate the Contemplated Transactions, (v) to lift or rescind any injunction or order adversely affecting the ability of the Parties hereto to consummate the Contemplated Transactions and (vi) to effect all necessary registrations, applications, notices and filings, including filings under the HSR Act or other applicable Antitrust Law to the extent set forth in Section 3.14(c), and submissions of information requested by any Governmental Body. Notwithstanding the foregoing, or anything else in this Agreement, nothing in this Agreement shall require the Companies to agree to or execute any material changes to any Contracts in order to obtain third party Consents to the Contemplated Transactions, except to the extent the approval of the Buyer to such change has been obtained and where such material change shall only be effective upon the Closing.
Cooperation, etc one another with respect to the development, financing and construction of the Project and the construction of the Sotheby's Improvements, and each party shall use reasonable efforts to cause its architects, engineers, contractors and subcontractors to cooperate and coordinate with the other party's architects, engineers, contractors and subcontractors, to the extent reasonably practicable to achieve the completion of the Project and the objectives and commitments set forth in this Agreement. Each party shall make reasonable efforts to perform its construction so as not to (i) cause any unnecessary increase in the cost of construction to the other parties, and (ii) unreasonably interfere with the construction of the other parties and/or any other construction being performed on the Property or any part thereof, and each party shall at all times take any and all safety measures reasonably required to protect the other parties and all occupants from injury or damage caused by or resulting from the performance of its construction. Taubman shall give Sotheby's, not less than ninety (90) days prior notice of the commencement of construction of the Project, and Taubman and York shall use their respective best efforts to assure that the construction of the Project shall be performed in such manner so as to minimize any interference with Sotheby's operations. During the period of construction of the Project, Taubman and York shall use their respective best
Cooperation, etc. The Sellers and the Buyer agree to cooperate diligently and fully each with the other to effectuate this transaction.
