Cooperation of Seller. During the Due Diligence Period, Seller will reasonably cooperate with Purchaser in connection with Purchaser’s obtaining the Franchise Approval. All costs, fees and expenses associated with Purchaser obtaining the Franchise Approval (other than Seller’s expenses of cooperation) shall be the obligation of Purchaser, and Seller shall have no obligation for any such fees, costs or expenses.
Cooperation of Seller. Seller and Stockholders shall cooperate with all reasonable requests of Buyer and Buyer’s counsel in connection with the consummation of the transactions contemplated hereby.
Cooperation of Seller. Seller shall cooperate with Buyer, at no cost to Seller, to assist Buyer in Buyer's efforts to access to the Property to conduct Buyer's due diligence investigation.
Cooperation of Seller. Seller shall cooperate with Buyer, at no cost to Seller, to assist Buyer in Buyer's efforts to access to the Property to conduct Buyer's due diligence investigation. To the extent that Buyer requests soils testing, a Phase II environmental report, geological investigation, than Buyer and Seller shall arrange a mutually acceptable work plan which shall include appropriate scheduling, scope of work and restoration activities. All such investigation performed by Buyer or its agents, shall be performed in a professional manner and Buyer shall restore the Property to the same condition (or better) than it was in prior to the investigation; provided, however, that Buyer shall have no obligation to repair any damage caused by the acts or omissions of Seller, its agents or representatives or to remediate, contain, abate or control any pre-exxxxxxg condition of the Property which existed prior to Buyer's entry thereon. Buyer and its agents shall have appropriate workers compensation insurance, shall have a liability insurance policy in an amount of not less than One Million Dollars ($1,000,000) which policy shall name Seller as an additional insured and all investigative work performed by Buyer or its agents shall comply with all governmental codes and regulations.
Cooperation of Seller. Seller shall, and shall cause its employees to, cooperate with Purchaser to provide such assistance and documentation as may be necessary or appropriate to permit Purchaser to fully exploit Seller’s Assets.
Cooperation of Seller. 28 3.5 Non-competition............................................................................29 3.6
Cooperation of Seller. Seller and the Shareholders shall cooperate with all reasonable requests of Xxxxx and Xxxxx’s counsel in connection with the consummation of the transactions contemplated hereby. The Seller and the Shareholders shall be responsible for the costs of cooperation under this Agreement.
Cooperation of Seller. Seller agrees to execute all documents and certificates as may be required in furtherance of Purchaser's application for transfer of the License, such documents to include but not be limited to a Consent to Transfer (in form substantially similar to the Consent attached hereto and marked Exhibit "A") the subject License to Purchaser. Seller agree to cooperate fully and promptly with Purchaser .in regard to Purchaser's License transfer application and to do all things reasonably necessary to said Purchaser with regard to such application.
Cooperation of Seller. Prior to the Closing, Seller shall, and shall cause its Subsidiaries (including the Transferred Subsidiaries) to, and its and their respective officers, directors, employees, agents, attorneys, accountants, advisors and other agents and representatives to use reasonable best efforts to, provide, at Buyer’s sole expense, all necessary or customary cooperation reasonably requested by Buyer in connection with the Financing (provided that delivery of the items referred to in clauses (iv) and (v) below in connection with delivery of representation letters and a customary solvency certificate shall not be subject to such reasonable best efforts qualifier), including (i) assisting in the preparation for and upon reasonable advance notice, participating in, a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, the Financing and senior management and representatives, with appropriate seniority and expertise, of Seller and its external auditors and advisors), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Financing, (ii) assisting with the preparation of customary bank information memoranda (including a public-side version thereof) and bank syndication materials, offering documents, private placement memoranda and similar documents required in connection with the Financing, including the marketing and syndication thereof; provided that any such bank information memoranda or other materials (A) need not be issued by any of the Seller or its Subsidiaries and (B) shall contain disclosure reflecting Buyer or its Subsidiaries (which may include, upon the Closing, the Transferred Subsidiaries) as the obligor; (iii) furnishing Buyer and the Financing Sources as promptly as reasonably practicable with the Required Information, (iv) to the extent reasonably requested by Buyer, assisting with the preparation and negotiation of, and facilitating the execution and delivery of, any pledge and security documents, guarantees, loan agreements, indentures, purchase agreements, and other definitive financing documents and certificates contemplated by the Debt Financing Commitments (including a certificate of the chief financial officer of the Company with respect to solvency matters in the form set forth as an annex to the Debt Financing Commitments), in each case, including any schedules,...
Cooperation of Seller. Seller and Stockholder shall cooperate with all reasonable requests of Buyer and Buyer's counsel in connection with the consummation of the transactions contemplated hereby, including (i) filing any UCC termination statements
