Cooperation; Further Actions. Following the Closing, the parties hereto shall use all reasonable efforts to take or cause to be taken all actions, execute and deliver such additional instruments, documents, conveyances or assurances and to do or cause to be done all other things, necessary, proper or advisable, or otherwise reasonably requested by another party hereto, in order for such party to fulfill and perform his, her or its obligations in respect of this Agreement and the Ancillary Agreements to which such Person is a party, or otherwise to consummate and make effective the transactions contemplated hereby and thereby and carry out the intent and purposes of this Agreement (which include the transfer to Buyer of the entire ownership of the Business and intended related benefits of the Business).
Cooperation; Further Actions. Following the Closing, the parties hereto shall use all reasonable efforts to take or cause to be taken all actions, execute and deliver such additional instruments, documents, conveyances or assurances and to do or cause to be done all other things, necessary, proper or advisable, or otherwise reasonably requested by another party hereto, in order for such party to fulfill and perform his, her or its obligations in respect of this Agreement and the Ancillary Agreements to which such Person is a party, or otherwise to consummate and make effective the transactions contemplated hereby and thereby and carry out the intent and purposes of this Agreement.
Cooperation; Further Actions. (a) Each Party shall use its commercially reasonable efforts to cooperate with and assist the other Party in obtaining (i) any third-party consents or amendments or (ii) any licenses or sublicenses with respect to the Intellectual Property Rights, software or data, in each of clauses (i) and (ii) necessary for the performance of the Services by Pernix; provided that, neither Party shall be required to pay any money or other consideration (unless, in the case of Pernix, such money is fully reimbursed by the Company as Fees or Expenses), grant any other accommodation to any Person or initiate any litigation against any Person. Notwithstanding anything herein to the contrary, to the extent that any such consent, amendment, license or sublicense is not obtained, (A) Pernix shall not be required to provide the applicable Service and (B) the Parties will cooperate in good faith to enter into arrangements that do not require such consent, amendment, license or sublicense and are reasonably acceptable to both Parties under which the Company would obtain the benefit and bear the burden of such Service to the same extent (or as nearly as practicable) as if such consent, amendment, license or sublicense were obtained.
(b) Pernix acknowledges and agrees that as part of the Corporate Services the Company Officers will oversee all Company Third Party Providers and Company Employees who will be reporting directly or indirectly to Company Officers who are Pernix Employees. Notwithstanding anything herein to the contrary, the Company shall not be responsible for any inability or delay in the performance of any obligation hereunder to the extent that such inability or delay is the result of the failure of the Company Officers to #90879273v29 timely and fully perform the foregoing Services in accordance with this Agreement necessary for the Company to perform such obligations hereunder.
Cooperation; Further Actions. Service Recipient shall reasonably cooperate with Service Provider to the extent necessary or appropriate to facilitate the performance of the Services in accordance with the terms of this Agreement and shall use reasonable best efforts to make available, and cause each of its Affiliates to make available, on a timely basis to any Service Provider Party all information and materials reasonably requested by such Service Provider Party to enable it to provide the Services hereunder. Without limiting the generality of the foregoing, Service Recipient shall, and shall cause its Affiliates to, at no cost to Service Provider, use reasonable best efforts to: (i) make available on a timely basis to any Service Provider Party all information and materials requested by such Service Provider Party to the extent reasonably necessary for the performance or receipt of the Services, (ii) upon reasonable notice, give or cause to be given to the Service Provider Parties reasonable access, during regular business hours and at such other times as are reasonably required, to the relevant premises and personnel to the extent reasonably necessary for the performance or receipt of the Services and (iii) give Service Provider Parties reasonable access to utilize the information, facilities, personnel and assets of Service Recipient and its Affiliates to the extent reasonably necessary for the performance or receipt of the Services.
(a) Each party agrees that its and its Affiliates’ employees having access to the properties, facilities, infrastructure, personnel, software or other technology of the other party and its Affiliates in connection with the performance, receipt or delivery of a Service, shall, and that it shall cause its other representatives having such access to, comply with all security policies, procedures and guidelines (including physical security, network access, internet security, confidentiality, protection of proprietary information, use of information technology resources and personal data security guidelines) of such other party and its Affiliates that are made known or provided to such party reasonably in advance. Each party shall ensure that any access described by this Section 2.04 shall be used by its and its Affiliates’ employees, and shall use commercially reasonable efforts to ensure that any such access shall be used by its other representatives, only for the purposes contemplated by, and subject to the terms of, this Agreement.
Cooperation; Further Actions. Following the Closing, the Parties shall use commercially reasonable efforts (except to the extent a higher standard is provided for herein, in which case, the applicable Party shall use efforts that meet such higher standard) to take, or cause to be taken, all such actions, to execute and deliver, or cause to be executed and deliver, all such additional agreements, instruments and other documents, to make, or cause to be made, all filings and to do, or cause to be done, all such other things as are necessary, proper or advisable, or otherwise reasonably requested by any other Party, in order to enable each Party to perform its obligations under this Agreement and each other Transaction Document, to consummate the transactions contemplated by this Agreement and each other Transaction Document and otherwise to carry out the intent and purposes of this Agreement and each other Transaction Document.
Cooperation; Further Actions. Upon the terms and subject to the conditions of this Agreement, all of the Parties shall cooperate with each other and 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 the transactions contemplated by this Agreement as promptly as practicable, including the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated hereby, and the taking of such actions as are necessary to obtain any requisite consents, Orders, Permits, qualifications, exemptions or waivers from any third party or Governmental Authority. In addition, no Party shall take any action (other than any action required to be taken under this Agreement or to which the other Parties shall have granted their consent) that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any consent, Order, Permit, qualification, exemption or waiver from any Governmental Authority or other Person necessary, proper or advisable to consummate the transactions contemplated by this Agreement. The Purchaser Parties shall not take any action (other than any action required to be taken under this Agreement or to which the Seller Parties shall have granted their consent) that could reasonably be expected to prohibit, restrict or in any way hinder the consummation of the transactions contemplated by the Outside Purchase Agreement or to materially delay the obtaining of, or result in not obtaining, any consent, Order, Permit, qualification, exemption or waiver from any Governmental Authority or other Person necessary, proper or advisable to consummate such transactions.
Cooperation; Further Actions. 64 Section 6.4 Indemnification of Directors and Officers .......................................... 65 Section 6.5
Cooperation; Further Actions. Each party agrees to take such further actions, and execute such further agreements as the other party may reasonably request in order to carry out the intent of the foregoing provisions.
Cooperation; Further Actions. From and after the Effective Time, each party shall reasonably cooperate with the other party and the other party’s Representatives, and Seller shall execute and deliver such documents and take such other actions as the Purchasers may reasonably request to put the Purchasers in possession and control of all of the Acquired Assets. Subject to the terms and conditions of this Agreement, each of the parties to this Agreement will use its 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 desirable, or advisable under applicable Legal Requirements, so as to permit consummation of the Transactions in accordance with the terms of the Transaction Agreements and will use commercially reasonable efforts to cooperate fully with the other parties hereto to that end. Without limiting the foregoing, Seller shall use its commercially reasonable efforts to obtain any consent set forth on Section 2.6 of the Disclosure Letter.
Cooperation; Further Actions. Following the Closing, the parties hereto shall use all commercially reasonable efforts to take or cause to be taken all actions, execute and deliver such additional instruments, documents, conveyances or assurances and to do or cause to be done all other things, necessary, proper or advisable, or otherwise reasonably requested by another party hereto, in order for such party to fulfill and perform his, her or its obligations in respect of this Agreement and the Ancillary Agreements to which such Person is a party, or otherwise to consummate and make effective the transactions contemplated hereby and thereby and carry out the intent and purposes of this Agreement; provided, however, this Section 5.3 shall not require Buyer or Seller or any of their respective Affiliates to incur any obligation other than as contemplated by this Agreement or the Ancillary Agreements or expense.
