Filings; Cooperation Sample Clauses

Filings; Cooperation. Subject to Applicable Law, each Party shall use reasonable best efforts to keep the other Party apprised of the status of any Governmental Approvals relating to the completion of the transactions contemplated by this Agreement or the other Transaction Documents or for MUMSS or MSMS to conduct its business as contemplated in this Agreement, the Shareholders Agreements or the other Transaction Documents and each Party shall coordinate and cooperate prior to the Closing with the other Party in exchanging such information and supplying such assistance as may be reasonably requested by the other Party in connection with any of the actions contemplated by this Section 3.4(c), including: (i) cooperating with the other Party in connection with any filings or reports required to be made under the Banking Law, the Financial Instruments and Exchange Law, the Bank Holding Company Act, the Japan Anti Monopoly Act, or other antitrust, competition, trade, or securities regulations, or other Applicable Law, including, with respect to the Party making a filing, taking into account any reasonable objections of the other Party with respect to making such a filing and, where desirable, providing a draft of a proposed filing, communication or application and inviting representatives of the other Party to participate in communications with the relevant Governmental Authority; (ii) furnishing to the other Party (or, if the Party reasonably believes that such information is commercially sensitive, the advisers to the other Party on the basis that such information will not be provided to the other Party) all information required for any such application or filing with a Governmental Authority; (iii) promptly notifying the other Party of, and furnishing the other Party with copies of, any material written communications from or with any Governmental Authority with respect to the transactions contemplated hereby; and (iv) regularly reviewing with the other Party the progress of any notifications or filings (including, where necessary, seeking to identify appropriate means to address any regulatory or antitrust concerns identified by any Governmental Authority) and discussing with the other Party tactics for obtaining clearance from the Governmental Authority at the earliest reasonable opportunity.

Filings; Cooperation. (a) Prior to the Closing, the parties shall proceed with due diligence and in good faith to make such filings and take such other actions as may be necessary to satisfy the conditions precedent set forth in Section 11 below. (b) On and after the Closing Date, BEKEM METALS, KAZAKH METALS and the Shareholders set forth in Exhibit A shall, on request and without further consideration, cooperate with one another by furnishing or using their best efforts to cause others to furnish any additional information and/or executing and delivering or using their best efforts to cause others to execute and deliver any additional documents and/or instruments, and doing or using their best efforts to cause others to do any and all such other things as may be reasonably required by the parties or their counsel to consummate or otherwise implement the transactions contemplated by this Agreement.

Filings; Cooperation. (a) Prior to the Closing, the parties shall proceed with due diligence and in good faith to make such filings and take such other actions as may be necessary to satisfy the conditions precedent set forth in Section 11 below. (b) On and after the Closing Date, MRM, LM and the Shareholders set forth in EXHIBIT A shall, on request and without further consideration, cooperate with one another by furnishing or using their best efforts to cause others to furnish any additional information and/or executing and delivering or using their best efforts to cause others to execute and deliver any additional documents and/or instruments, and doing or using their best efforts to cause others to do any and all such other things as may be reasonably required by the parties or their counsel to consummate or otherwise implement the transactions contemplated by this Agreement.

Filings; Cooperation. (a) Prior to the Closing, the parties shall proceed with due diligence and in good faith to make such filings and take such other actions as may be necessary to satisfy the conditions precedent set forth in Section 11 below. (b) On and after the Closing Date, GEII, GEP and the Stockholder shall, on request and without further consideration, cooperate with one another by furnishing or using their best efforts to cause others to furnish any additional information and/or executing and delivering or using their best efforts to cause others to execute and deliver any additional documents and/or instruments, and doing or using their best efforts to cause others to do any and all such other things as may be reasonably required by the parties or their counsel to consummate or otherwise implement the transactions contemplated by this Agreement.

Filings; Cooperation. (a) Prior to the Closing, the Parties shall proceed expeditiously and in good faith to make such filings and take such other actions as may be reasonably necessary to satisfy the conditions to Closing set forth in Sections 7.2 and 8.2. (b) On or after the Closing Date, the Parties shall, on request, cooperate with one another by furnishing any additional information, executing and delivering any additional documents and instruments, including contract assignments, and doing any and all such other things as may be reasonably required by the Parties or their counsel to consummate or otherwise implement the transactions contemplated by this Agreement. In connection with the liabilities assumed by the Buyer pursuant to this Agreement, and the liabilities retained by Huttig pursuant to this Agreement, each of the Parties hereto shall, and shall cause their Affiliates and employees to, aid, cooperate with and assist the other Party in their defense of such assumed or retained liabilities, by, among other things, providing such other Party with full access to pertinent records at such times as such other party or parties may reasonably request.

Filings; Cooperation. (a) Prior to the Closing, the Parties shall take such commercially reasonable actions as may be necessary to satisfy the conditions to Closing set forth in Article VII and Article VIII. (b) On or after the Closing Date, the Parties shall, on request, cooperate with one another by furnishing any additional information, executing and delivering any additional documents and instruments and doing any and all such other things as may be reasonably required by the Parties or their counsel to consummate or otherwise implement the transactions contemplated by this Agreement. In connection with the Excluded Liabilities, the Buyer shall, and shall cause its Affiliates and employees to, reasonably aid, cooperate with and assist Seller in its defense of such Excluded Liabilities, at Seller’s cost and expense, by, among other things, providing Seller with full access to pertinent Records at such times as such other Party may reasonably request.

Filings; Cooperation. SmartGate and Pubco shall, on request and without further consideration, cooperate with one another by furnishing or using their best efforts to cause others to furnish any additional information and/or executing and delivering or using their best efforts to cause others to execute and deliver any additional documents and/or instruments, and doing or using their best efforts to cause others to do any and all such other things as may be reasonably required by the parties or their counsel to consummate or otherwise implement the transactions contemplated by this Agreement.

Filings; Cooperation. (a) Prior to the Closing, the parties shall proceed with due diligence and in good faith to make such filings and take such other actions as may be necessary to satisfy the conditions precedent set forth in Section 12 below. (b) On and after the Closing Date, Capsalus and the Seller shall, on request and without further consideration, cooperate with one another by furnishing or using their best efforts to cause others to furnish any additional information and/or executing and delivering or using their best efforts to cause others to execute and deliver any additional documents and/or instruments, and doing or using their best efforts to cause others to do any and all such other things as may be reasonably required by the parties or their counsel to consummate or otherwise implement the transactions contemplated by this Agreement.

Filings; Cooperation. Hyaton and Kafus shall, on request and without further consideration, cooperate with one another by furnishing or using their best efforts to cause others to furnish any additional information and/or executing and delivering or using their best efforts to cause others to execute and deliver any additional documents and/or instruments, and doing or using their best efforts to cause others to do any and all such other things as may be reasonably required by the parties or their counsel to consummate or otherwise implement the transaction contemplated by this Agreement.