COOPERATION RE. ASSETS In the case that at any time after the Distribution Date, Healthcare reasonably determines that any of the LTC Retained Assets are essential for the conduct of the Healthcare Business, or LTC reasonably determines that any of the Healthcare Assets are essential for the conduct of the LTC Retained Business, and the nature of such assets makes it impracticable for Healthcare or LTC, as the case may be, to obtain substitute assets or to make alternative arrangements on commercially reasonable terms to conduct their respective businesses, and reasonable provisions for the use thereof are not already included in the Related Agreements, then Healthcare (with respect to the Healthcare Assets) and LTC (with respect to the LTC Retained Assets) shall cooperate to make such assets available to the appropriate party on commercially reasonable terms, as may be reasonably required for such party to maintain normal business operations (provided that such assets shall be required to be made available only until such time as the other party may reasonably obtain substitute assets or make alternative arrangements on commercially reasonable terms to permit it to maintain normal business operations).
COOPERATION RE. ASSETS In the case that at any time after the Distribution Date, Evercel reasonably determines that any of the ERC Retained Assets are essential for the conduct of the Evercel Business, or ERC reasonably determines that any of the Evercel Assets are essential for the conduct of the ERC Retained Business, and the nature of such assets makes it impracticable for Evercel or ERC, as the case may be, to obtain substitute assets or to make alternative arrangements on commercially reasonable terms to conduct their respective businesses, and reasonable provisions for the use thereof are not already included in the Related Agreements, then Evercel (with respect to the Evercel Assets) and ERC (with respect to the ERC Retained Assets) shall cooperate to make such assets available to the appropriate party on commercially reasonable terms, as may be reasonably required for such party to maintain normal business operations (provided that such assets shall be required to be made available only until such time as the other party may reasonably obtain substitute assets or make alternative arrangements on commercially reasonable terms to permit it to maintain normal business operations).
COOPERATION RE. Assets. . . . . . . . . . . . . . . . . 13 Section 2.05. No Representations or Warranties; Consents.. . . . . . . 13 Section 2.06.
COOPERATION RE. Assets. ----------------------- In the case that at any time after the Distribution Date, Franchising reasonably determines that any of the Real Estate Group Assets are essential for the conduct of the Franchising Group Business, or Choice reasonably determines that any of the Franchising Group Assets are essential for the conduct of the Real Estate Group Business, and the nature of such assets makes it impracticable for Franchising or Choice, as the case may be, to obtain substitute assets or to make alternative arrangements on commercially reasonable terms to conduct their respective businesses, and reasonable provisions for the use thereof are not already included in the Related Agreements, then Franchising (with respect to the Franchising Group Assets) and Choice (with respect to the Real Estate Group Assets) shall cooperate to make such assets available to the other party on commercially reasonable terms, as may be reasonably required for such party to maintain normal business operations. However, (i) the usage of such assets by the other party shall not materially interfere with the use of such assets by the party holding such assets, and (ii) such assets shall be required to be made available only until such time as the other party may reasonably obtain substitute assets or make alternative arrangements on commercially reasonable terms to permit it to maintain normal business operations.
COOPERATION RE. Assets........................................................... 9 2.8 No Representations or Warranties; Consents....................................... 10 2.9
COOPERATION RE. ASSETS. In the case that at any time after the Distribution Date, Hotel reasonably determines that any of the Company Assets are essential for the conduct of the Hotel Business, or the Company reasonably determines that any of the Hotel Assets are essential for the conduct of the Company Business, and the nature of such Assets makes it impracticable for Hotel or the Company, as the case may be, to obtain substitute Assets or to make alternative arrangements on commercially reasonable terms to conduct their respective businesses, and reasonable provisions for the use thereof are not already included in the Transaction Agreements, then Hotel (with respect to the Hotel Assets) and the Company (with respect to the Company Assets) shall cooperate to make such Assets available to the other party on commercially reasonable terms, as may be reasonably required for such party to maintain normal business operations (provided that such Assets shall be required to be made available only until such time as the other party may reasonably obtain substitute Assets or make alternative arrangements on commercially reasonable terms to permit it to maintain normal business operations). The parties do not anticipate that there are any such Assets at this time.
COOPERATION RE. Any Future Re-Sale of Shares. If, following the issuance of the Shares to Advisor hereunder, Advisor later elects to effect a public re-sale of the Shares (in one or more such transactions) pursuant to the holding period requirements of Rule 144 of the 1933 Act (the 144 Re-Sale) or any successor provision of then applicable law, Advisor shall deliver to the Company the following (or as required by then applicable law): (i) a notice of intention to effect a public re-sale in accordance with Rule 144 of the 1933 Act, (ii) a copy of the Form 144 filed by Advisor with the US Securities and Exchange Commission; (iii) a copy of a customary broker's representation letter as completed and executed by Advisor's broker; and (iv) any other customary documents then required by Rule 144 of the 1933 Act (collectively, the Documents). Within five (5) business days after receipt of the Documents, the Company will use its best efforts to cause its legal counsel to review all such documents for the purposes of issuing instructions to the Company's stock transfer agent instructing said stock transfer agent to effect the 144 Re-Sale as requested by Advisor and Advisor's stock broker, provided that the determination of facts and interpretation of applicable regulations required to issue such opinion shall be at the sole discretion of the legal counsel. In addition, the Company agrees that it shall cooperate and assist Advisor in all such matters and the parties acknowledge and agree that time is and will be at all times of the essence in all such 144 Re-Sale transactions. Similarly and in the event that Advisor should later elect to effect a private re-sale or private transfer of the Shares (in one or more such transactions), the Company and its legal counsel shall, on the same basis and subject to the Company's receipt of customary documents used in connection with private resales of restricted stock under the 1933 Act and subject to Advisor's adherence to the requirements of the 1933 Act, issue instructions to the Company's stock transfer agent instructing said stock transfer agent to effect any such private re-sales as requested by Advisor within the Response Period following receipt of customary documentation provided by Advisor and Advisor's transferee. In the event that the Company believes or has reason to believe that any Documents or said documentation is deficient to support any sale or transfer of the Shares (in any public re-sale or private re-sale transaction) the...
COOPERATION RE. ASSETS. In the case that at any time after the Distribution Date, Legacy reasonably determines that any of the Excel Retained Assets or the EDV Retained Assets are essential for the conduct of the Legacy Business, or Excel reasonably determines that any of the Legacy Assets are essential for the conduct of the Excel Retained Business, or EDV reasonably determines that any of the Legacy Assets are essential for the conduct of the EDV Retained Business, and the nature of such assets makes it impracticable for Legacy, Excel or EDV, as the case may be, to obtain substitute assets or to make alternative arrangements on commercially reasonable terms to conduct their respective businesses, and reasonable provisions for the use thereof are not already included in the Related Agreements, then Legacy (with respect to the Legacy Assets), Excel (with respect to the Excel Retained Assets) and EDV (with respect to the EDV Retained Assets) shall cooperate to make such assets available to the appropriate party on commercially reasonable terms, as may be reasonably required for such party to maintain normal business operations (provided that such assets shall be required to be made available only until such time as the other party may reasonably obtain substitute assets or make alternative arrangements on commercially reasonable terms to permit it to maintain normal business operations).
COOPERATION RE. Assets.............................. 11 Section 2.04 No Representations or Warranties; Consents........... 12 Section 2.05
COOPERATION RE. ASSETS. In the case that at any time after the Distribution Date, PriceSmart reasonably determines that any of the Retained Assets are essential for the conduct of the PriceSmart Business, or PEI reasonably determines that any of the PriceSmart Assets are essential for the conduct of the Retained Business, and the nature of such assets makes it impracticable for PriceSmart or PEI, as the case may be, to obtain substitute assets or to make alternative arrangements on commercially reasonable terms to conduct their respective businesses, and reasonable provisions for the use thereof are not already included in the Related Agreements, then PriceSmart (with respect to the PriceSmart Assets) and PEI (with respect to the Retained Assets) shall cooperate to make such assets available to the other party on commercially reasonable terms, as may be reasonably required for such party to maintain normal business operations (provided that such assets shall be required to be made available only until such time as the other party may reasonably obtain substitute assets or make alternative arrangements on commercially reasonable terms to permit it to maintain normal business operations).
