Cooperation with Buyer. Seller shall cooperate, to the extent not inconsistent with its obligations hereunder, as Buyer may reasonably request, in apprising the municipalities serviced by the Acquired Systems and the utility companies which have issued the Pole Attachment Agreements of the sale of the Acquired Systems to Buyer in such manner as to preserve the goodwill of such municipalities and utility companies.
Cooperation with Buyer. Seller shall cooperate and do all acts as may be reasonably required or requested by Buyer with regard to Buyer’s due diligence investigations of the Property and the fulfillment of any Condition Precedent including execution of any documents, applications or permits, but Seller’s representations and warranties to Buyer shall not be affected or released by Buyer’s waiver or fulfillment of any Condition Precedent. Seller hereby irrevocably authorizes Buyer and its agents to make all inquiries with and applications to any third party, including any governmental authority, as Buyer may reasonably require to complete its due diligence.
Cooperation with Buyer. Seller shall cooperate with Buyer in support of Buyers' regulatory applications for prior approval of the purchase and sale contemplated by this Agreement and any required approval by the board of directors of the Company.
Cooperation with Buyer. Sellers and Soterion covenant to Buyer that Sellers shall obtain and/or cooperate with Buyer taking all reasonable steps before and after the Closing Date that are necessary for Buyer to obtain all required consents of third parties and approvals to Buyer's purchase of the Assets and assumption of the Assigned Contracts and the Assumed Liabilities pursuant to this Agreement, and in addressing other matters necessary to consummate the transactions contemplated by this Agreement.
Cooperation with Buyer. Seller shall cooperate with and do all acts as may be reasonably required or requested by Buyer, at no cost to Seller, with regard to the fulfillment of any Buyer Condition Precedent. Seller hereby authorizes Buyer and its agents to make all inquiries with any third party, including any governmental authority, as Buyer deems necessary or appropriate.
Cooperation with Buyer. Seller shall cooperate in all reasonable respects with Buyer in connection with Buyer's efforts to obtain regulatory consents to and approvals of the transfer of the Licenses described in SCHEDULE 3.5 hereof. Seller also agrees that upon the written request of Buyer, Seller will use its reasonable best efforts to obtain any consents necessary for the assignment of the contracts and leases to be assumed by Buyer pursuant to the Assignment and Undertaking. The parties agree that Buyer will be primarily responsible for obtaining all such approvals and consents.
Cooperation with Buyer. Prior to the Defect Notice Date, Seller agrees to use commercially reasonable efforts to cooperate with Buyer in connection with its due diligence relating to the Properties.
Cooperation with Buyer. From the date hereof until the Closing, Sellers will cause the management of KVT to confer with Buyer on a regular and frequent basis to report operational matters of materiality and the general status of ongoing operations, and promptly to provide Buyer or its counsel with copies of all filings made by such party with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby.
Cooperation with Buyer. Each Seller Party shall cooperate in good faith and provide all information Buyer reasonably requests in order to complete the transactions contemplated by this Agreement. Prior to the Closing, each Seller Party shall provide Buyer with access to those of such Seller Party’s employees who are familiar with Sellers’ servicing of the Serviced Accounts, for the purpose of assisting Buyer in the contemplated transfer of the Serviced Accounts from Sellers’ servicing systems to Buyer’s servicing system following Buyer’s appointment as Servicing Party under the Servicing Agreements. Prior to the Closing, each Seller Party shall afford, and shall cause their Affiliates to afford, to Buyer, its Affiliates and its and their counsel, accountants and auditors, during normal business hours, reasonable access to the books and records (including all electronic files in whatever medium or form), and similar materials relating to the Conveyed Property, the Third Party Servicing Agreements and the Securitization Program (including the Facility Documents), and the right to make copies thereof.
Cooperation with Buyer. Seller shall assist Buyer or cause Owner to assist Buyer, at Buyer’s expense, in the approval process to timely obtain regulatory approval of the Condominium Documents and the Timeshare Documents and shall provide all information in Seller’s possession needed for and shall execute or cause to be executed the Condominium Documents and, if necessary, all applications for permits, licenses and approvals therefor; provided, however, Buyer shall have no obligation to pay for expenses incurred in connection with Seller’s review of such documents. Buyer shall be solely responsible for the proper and lawful organization, registration and sale of the VOIs and shall in all of its materials clarify that Buyer and not Seller nor Owner, is the organizer, register and sales entity for the VOIs. Buyer will indemnify and hold Seller harmless from any and all liabilities, claims, damages and costs arising out of Buyer’s sales organization, marketing, sales, service or management of the VOI Units and violations or claims of violations of any local, state or federal ordinance, law or regulations pertaining to the initial and future organization, marketing, sales service of management of the VOI Units.
