Cooperation on Certain Matters. After the date hereof and prior to the Effective Time, each of Parent and the Company shall, subject to applicable Law, confer with each other on a regular and continued basis regarding the general status of the ongoing operations of the Company and its Subsidiaries or Parent and its Subsidiaries, as applicable, and integration planning matters and communicate and consult with such Persons identified by Parent to the Company or by the Company to Parent, as applicable, with respect to the foregoing.
Cooperation on Certain Matters. The Company agrees that it will reasonably cooperate, and cause its officers and relevant employees to reasonably cooperate, with respect to certain matters set forth in Section 6.17 of the Company Disclosure Schedule; provided, for the avoidance of doubt, that, the none of the consummation, financing or any other action or inaction relating to the sale, financing, transfer or other disposition of any such assets shall be a condition to Closing hereunder or relieve any party of their respective obligations hereunder.
Cooperation on Certain Matters. (a) Access to Information Prior to Closing. From the date hereof until the Closing Date, The Limited and Seller will (1) give, and will cause the Company and its Subsidiaries to give, Buyer and its counsel, financial advisors, auditors and other authorized representatives, and Buyer's sources of funding under the Commitment Letter (the "Banks"), reasonable access to the offices, properties, books and records of the Company and its Subsidiaries and, to the extent related primarily to the Company and its Subsidiaries, to the books and records of The Limited and Seller, during normal business hours and upon reasonable prior notice, (2) furnish, and will cause the Company and its Subsidiaries to furnish, to Buyer and its counsel, financial advisors, auditors and other authorized representatives, and to the Banks, such financial and operating data and other information relating to the Company and its Subsidiaries as such Persons may reasonably request and (3) instruct the employees, counsel and financial advisors of The Limited, Seller, the Company and the Subsidiaries to cooperate with Buyer in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 5.02(a) shall be conducted in such a manner as not to interfere unreasonably with the conduct of the business of The Limited or any of its Affiliates, the Company or any Subsidiary. Notwithstanding the foregoing, Buyer shall not have access to personnel records relating to individual performance or evaluation records, medical histories or other information which in The Limited's good faith opinion the disclosure of which could subject The Limited or any of its Affiliates, the Company or any Subsidiary to risk of liability.
Cooperation on Certain Matters. (a) Access to Information Prior to Closing. From the date hereof until the Closing Date, Parent and Buyer will (1) give The Limited and its Affiliates and their counsel, financial advisors, auditors and other authorized representatives reasonable access to their offices, properties, books and records, during normal business hours and upon reasonable prior notice, (2) furnish to The Limited and its Affiliates and their counsel, financial advisors, auditors and other authorized representatives, such financial and operating data and other information relating the Parent and its Affiliates as such Persons may reasonably request and (3) instruct their employees, counsel and financial advisors to cooperate with The Limited and its Affiliates in their investigation of Parent and Buyer. Any investigation pursuant to this Section 6.03(a) shall be conducted in such a manner as not to interfere unreasonably with the conduct of the business of Parent or its Affiliates. Notwithstanding the foregoing, The Limited and its Affiliates shall not have access to personnel records.
Cooperation on Certain Matters. Purchaser shall cause the Company to cooperate reasonably with Seller, and at Seller’s request assign all of its rights to Seller, with respect to claims under insurance policies, the collection of all insurance proceeds and the reimbursement of expense advancements, in each case with respect to the involvement of the Company’s former officers in the legal proceedings relating to the financial collapse of Capital Consultants LLC. In addition, at Seller’s request and in lieu of such assignment of claims under insurance policies, Purchaser shall cause the Company to cooperate reasonably with Seller and act on behalf of Seller with respect to the recovery under such insurance policies, provided that (i) Seller shall indemnify and hold harmless, without regard to the limitations set forth in Section 11.3, each of Purchaser and the Company from and against any Liability resulting from or arising out of actions taken by the Company pursuant to this Section 7.1; (ii) the Company determines in its reasonable judgment that neither it nor Seller are prejudiced in any material respect as a result thereof and (iii) the Company shall not be required to institute litigation or arbitration against any third party.
Cooperation on Certain Matters. Seller and Buyer shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with 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 matter. Buyer and Seller agree
(a) to retain until the expiration of the applicable statute of limitations all books and records which are relevant to the determination of the Tax liabilities pertinent to the Assets relating to any Tax period prior to the Closing Date and to abide by all record retention agreements entered into with any Tax authority, and (b) to give the other party reasonable written notice prior to destroying or discarding any such books and records and if the other party so requests, Buyer or Seller, as the case may be, shall allow the other party to take possession of such books and records.
Cooperation on Certain Matters. 41 Section 6.04. Insurance................................................. 44 Section 6.05. Guarantees................................................ 44 Section 6.06. Outstanding Checks; Reimbursement of Payments by The Limited............................................... 44 Section 6.07. Non-solicitation.......................................... 45 Section 6.08. Proceeds from Credit Card Litigation...................... 45 Section 6.09. Reverse Break-up Fee...................................... 45 Table of Contents (continued)
Cooperation on Certain Matters. 47 Section 6.04. Insurance....................................................50 Section 6.05. Financial Support Arrangement................................50 Section 6.06. Outstanding Checks; Reimbursement of Payments by Parent....
Cooperation on Certain Matters. (a) Access to Information Prior to Closing. From the date hereof until the Closing Date, Parent and Seller will (1) give, and will cause the Company and Subsidiaries to give, Buyer and its counsel, financial advisors, auditors, sources of funding under the Commitment Letters (the "Banks") and other authorized representatives, reasonable access to the offices, properties, accountants, members of management and books and records of the Company and Subsidiaries and, to the extent related primarily to the Company and Subsidiaries, to the books and records of Parent and Seller and to the key employees of Parent or Seller who have significant involvement in the Company and Subsidiaries, during normal business hours and upon reasonable prior notice, (2) furnish, and will cause the Company and Subsidiaries to furnish, to Buyer and its counsel, financial advisors, auditors, Banks and other authorized representatives, such financial and operating data and other information relating to the Company and Subsidiaries as such Persons may reasonably request and (3) instruct the employees, counsel, accountants and financial advisors of Parent, Seller, the Company and the Subsidiaries to cooperate with Buyer in its investigation of the Company and Subsidiaries. Any investigation pursuant to this Section 5.02(a) shall be conducted in such a manner as not to interfere unreasonably with the conduct of the business of Parent or any of its Affiliates, the Company or any Subsidiary. Notwithstanding the foregoing, Buyer shall not have access to personnel records relating to individual performance or evaluation records, medical histories or other information which in Parent's good faith opinion the disclosure of which could subject Parent or any of its Affiliates, the Company or any Subsidiary to risk of liability.
Cooperation on Certain Matters. 59 -- Section 14.14. Timeliness of Performance........................ 60 -- EXHIBIT A - Form of Lease Agreement EXHIBIT B - Term Sheet for Contingent Note EXHIBIT C - Form of Escrow Agreement EXHIBIT D - Term Sheet for Stockholders' Agreement EXHIBIT E - Form of Consulting Agreement EXHIBIT F - Balance Sheet AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER dated as of September 25, 1998 among TM Transitory Merger Corporation, a Michigan corporation ("BUYER"), TISM, Inc., a Michigan corporation ("TISM") and Xx. Xxxxxx X. Monaghan (the "PRINCIPAL STOCKHOLDER"), individually and as trustee of The Xxxxxx X. Xxxxxxxx Living Trust.
