Cooperation; Filings and Approvals. (a) Upon the terms and subject to the conditions of this Agreement, each of the Company and Purchaser shall use commercially reasonable efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case, such different standard shall apply) to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with such other Party in doing, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the Transaction (including (i) preparing and filing, as promptly as practicable, with any Governmental Authority or other third party all documentation to effect all necessary filings and applications (including, to the extent necessary, filings and applications pursuant to the HSR Act, which such necessary filings and applications pursuant to the HSR Act shall be made within two (2) Business Days after the date of this Agreement and the expenses of which shall be borne by Purchaser), and filings and applications pursuant to any other Government Approvals, which such filings and applications shall be made within two (2) Business Days after the date of this Agreement) (and, absent the prior written consent of such other Party, not withdrawing any such filings and applications) and resubmitting any such filings and applications as soon as is reasonably practicable in the event such filings are rejected for any reason whatsoever by the relevant Governmental Authority and (ii) using commercially reasonable efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case, such different standard shall apply) to obtain, as promptly as practicable, all Required Approvals that are necessary, proper or advisable to consummate the Transaction). Notwithstanding the foregoing or anything else in this Agreement, neither the Company, Purchaser or any of their Subsidiaries or Affiliates or any Equity Holder shall request early termination of the waiting period under the HSR Act. To the extent permitted by applicable Law, the Company and Purchaser shall deliver as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested by any Governmental Authority in connection with the Transaction. Without limiting the foregoing, none of the Company, Purchaser or any of their respective Affiliates shall extend any waiting period or...
Cooperation; Filings and Approvals. (a) In order to enable Purchaser (or its Affiliates or any assignees of the same) to comply with reporting requirements, Sellers and the Representative hereby consent to Purchaser (or its agents, representatives, auditor or accountants (the “Auditors”)) performing an audit of the Company, the Blockers and the Operating Subsidiaries in compliance with Rule 3-14 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC” and such audit, the “Audit”) (to be delivered by the Auditors on or before February 15, 2019). At no out-of-pocket fee or expense to Sellers, Sellers shall allow the Auditors to conduct an audit of the income statements of the Company, the Blockers and the Operating Subsidiaries for the completed fiscal year ended December 31, 2017 and to prepare an unaudited compilation of the financial statements in comparable form for the nine-month period ended September 30, 2018, and shall cooperate with and provide reasonable assistance to the Auditors in the conduct of such Audit. In connection with the Audit, at Purchaser’s request and in the Auditor’s sole discretion, Sellers and the Representative shall use commercially reasonable efforts to discuss the proposed Audit and compilation with the Auditors. Sellers and the Representative further agree, at no cost or charge to Sellers or the Representative, to (for a period of six (6) months following the Closing) provide commercially reasonable cooperation with Purchaser’s Auditors, including making available, at reasonable times and upon reasonable prior notice, to Purchaser and Purchaser’s Auditors, Sellers’ accounting personnel whose past responsibilities have included accounting functions relating to the Company and the Operating Subsidiaries, including without limitation answering reasonable questions posed by the Auditors. Sellers and the Representative agree to retain copies (physical or electronic) of the accounting books and records of the Company and the Operating Subsidiaries for a period of one year following the Closing (excluding any accounting records books and records, the right to possession of which is transferred to Purchaser pursuant to Section 2.2(j)). Purchaser shall reimburse Sellers and the Representative for any out of pocket costs and expenses incurred by Sellers or the Representative in complying with this Section 7.2(a), provided such costs and expenses are approved in advance by Purchaser. Additionally, within ninety (90) days following the Closing, Sellers s...
Cooperation; Filings and Approvals. Subject to the terms and conditions of this Agreement, the Parties shall cooperate with one another and use (and shall cause their respective Subsidiaries and Affiliates to use) their respective commercially reasonable efforts to promptly (a) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transaction, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (b) obtain all approvals, consents, registrations, Permits, authorizations and other confirmations from any Governmental Authority or other Person (other than a Governmental Authority) necessary, proper or advisable to consummate and make effective the Transaction; provided that neither the Company nor the Stockholders shall be obligated to pay any consideration to any Person (other than filing or similar fees to a Governmental Authority, and, in the case of a Governmental Authority, Section 9.1(a) shall govern) from whom any such approval, consent, registration, Permit, authorization or other confirmation is requested.
