Cooperation Prior to Closing Sample Clauses

Cooperation Prior to Closing. During the period between execution of ---------------------------- this Agreement and the ESBU and GESCO Closing Dates, MK and BNFL-USA will consult regularly with respect to matters arising under the ESBU Purchase Agreement and/or the GESCO Purchase Agreement. Initiating formal disputes, challenges or allegations of breach against CBS under such agreements will require the agreement of MK and BNFL-USA.
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Cooperation Prior to Closing. The parties hereto shall cooperate with each other in all respects, including using their reasonable efforts to assist each other in satisfying the conditions precedent to their respective obligations under this Agreement, to the end that the transactions contemplated hereby will be consummated. Without limiting the generality of the foregoing, (a) the Shareholders will vote all of their stock in Sellers in favor of the consummation of the transactions contemplated hereby, (b) the Purchaser and Sellers shall consult with each other before they enter into any franchise agreements and/or area franchise development agreements from and after the date hereof to prevent, to the extent practicable, the Purchaser and the Sellers each having franchisee and/or company-owned stores in close geographic proximity to each other, (c) the Sellers and Shareholders shall, at their expense (except for travel expenses incurred in connection with marketing the Offering), fully cooperate with the Purchaser, and its counsel, auditors, investment bankers, investment bankers' counsel and other representatives in preparing all documentation necessary or appropriate for the Offering and shall participate in all meetings, "road shows," and conferences (in person and otherwise) as may be reasonably be requested from time to time by or on behalf of the Purchaser, (d) the Sellers and the Shareholders shall assist the Purchaser's subsidiaries in amending their franchise offering circulars in accordance with Applicable Laws to reflect that following the Closing, the Purchaser and/or its subsidiaries or other affiliates will be offering and selling Chesapeake Bagel Bakery franchises and area franchises, (e) the Sellers and Shareholders shall assist and cooperate with the Purchaser and its affiliates in preparing a franchise offering circular for Chesapeake Bagel Bakery franchisees and in registering such franchises for offer and sale in accordance with Applicable Laws so that the Purchaser and/or its subsidiaries may offer and sell such franchises immediately following the consummation of the transactions contemplated hereby; (f) Purchaser shall cooperate with Sellers in promptly and adequately responding to all concerns expressed by Sellers' franchisees relating to the transactions contemplated by this Agreement; (g) from and after the execution of this Agreement, the parties hereto acknowledge and agree that the parties and their respective affiliates will discontinue offering and sellin...
Sample 1
Cooperation Prior to Closing. Seller and Principal Shareholder on the one hand, and Purchaser on the other hand, acknowledge and agree to cooperate with, and provide reasonable assistance to, the other party or parties in the fulfillment of their conditions and obligations under this Agreement, including without limitation, Purchaser's due diligence review
Sample 1
Cooperation Prior to Closing. Between the execution of this Agreement and the Closing, each of the Parties will use its reasonable best efforts to take all action and to do all things necessary in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Section 9 below).
Sample 1

Related to Cooperation Prior to Closing

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • OBLIGATIONS PRIOR TO CLOSING From the date of this Agreement through the Closing:

  • Conduct Prior to Closing Without in any way limiting any other obligations of the Vendor hereunder, during the period from the date hereof to the Time of Closing:

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