LESSEE Cooperation. On request by LESSOR, LESSOR's Assignee or LESSOR's Lender, LESSEE will execute all such documents (such as a lease assignment agreement) as LESSOR, LESSOR's Assignee or LESSOR's Lender may reasonably require to confirm LESSEE's obligations under this Lease and obtain LESSEE's acknowledgment that to the best of LESSEE's knowledge, LESSOR is not in breach of this Lease. LESSEE will provide all other reasonable assistance and cooperation to LESSOR, LESSOR's Assignee and LESSOR's Lender in connection with any such sale or assignment or the perfection and maintenance of any such security interest, at LESSOR's cost, including making all necessary filings and registrations in the State of Registration and providing all opinions of counsel with respect to matters reasonably requested by LESSOR, LESSOR's Lender or LESSOR's Assignee. LESSOR will reimburse LESSEE for its reasonable out-of-pocket costs in reviewing documents required by LESSOR or LESSOR's Lender.
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LESSEE Cooperation. In the event of an Environmental Claim, Lessee shall, upon request, immediately provide Lessor with copies of all correspondence reports, notices, orders, findings, declarations and other materials pertinent to the Lessee's compliance with and requirements of any Environmental Law.
LESSEE Cooperation. In the event that Lessee terminates its obligations with respect to either the Telephone System and/or Television System in accordance with Paragraph 11.1 immediately above, Lessee shall, upon the request of Lessor, during the ninety (90) days prior to the effective date of termination, negotiate in good faith with the Lessor for the sale of the Telephone Service and/or Television Service, as the case may be, relating to the terminated service, which sale shall be made on a cash basis for a price equal to the fair market value of the services being sold. Should Lessor and Lessee be unable to agree upon a fair market value for the services, then Lessee shall be entitled to remove the equipment in accordance with the provisions of Paragraph 11.2 immediately above. In the event of anysuch removal of equipment, Lessee shall cooperate with Lessor in connection with Lessor's efforts to obtain a third-party provider to furnish the services being terminated by Lessee. Such cooperation shall include, but not be limited to, making space available prior to the effective date of termination to the third-party provider within the Premises so that the third-party provider can install equipment as required to provide the services effective as of the date of termination, resulting in continuos service for existing subscribers. If the new service providers are the Public Utilities for those services, then WT&T will quarantee continuos service for those subscribers in good standing.
LESSEE Cooperation. On request by LESSOR, LESSEE will execute all such documents (such as a consent to a lease assignment agreement) as LESSOR may reasonably require to confirm LESSEE's obligations under this Lease and obtain LESSEE's acknowledgment that LESSOR is not in breach of the Lease. LESSEE will provide all other reasonable assistance and cooperation to LESSOR in connection with any such sale or assignment or the perfection and maintenance of any such security interest, including, at LESSOR's cost, making all necessary filings and registrations in the State of Registration and providing all opinions of counsel with respect to matters reasonably requested by LESSOR. LESSOR will reimburse LESSEE for its reasonable out-of-pocket costs and expenses (including reasonable legal fees) in reviewing documents required by LESSOR and cooperating with a transfer pursuant to this Article 24.
LESSEE Cooperation. Notwithstanding anything to the contrary contained in this Lease, upon request of Lessor, Lessee shall (a) cooperate with Lessor in good faith and provide such documentation and/or information as may be in Lessee's possession or under Lessee's control and otherwise readily available to Lessee as shall be reasonably requested by Lessor in connection with Lessor’s qualification as a REIT; and (b) take such reasonable action as may be requested by Lessor from time to time to ensure that the Rental and other amounts paid by Lessee to Lessor hereunder qualify as “rents from real property” within the meaning of Sections 856(c) and (d) of the Code and the Treasury Regulations thereunder and do not constitute, without limitation, either (x) amounts the determination of which depends in whole or in part on the income or profits of any person, within the meaning of Section 856(c)(1)(g) of the Code, or (y) amounts attributable to personal property if, at the beginning and end of a calendar year, such amounts exceed fifteen percent (15%) of the total Rental and other amounts due hereunder, within the meaning of Section 856(d)(1)(C) of the Code; provided that this Section 17.03 does not (i) increase Lessee's monetary obligations under this Lease; (ii) materially and adversely increase Lessee's nonmonetary obligations under this Lease; or (iii) materially diminish Lessee's rights under this Lease.
LESSEE Cooperation. On request by Lessor or Lessor’s Lender and subject to conformity with the requirements of this Article 22, Lessee will promptly execute all such documents (such as a lease assignment agreement and consent) as Lessor or Lessor’s Lender may reasonably require to acknowledge any proper transfer of Lessor’s rights, title or interest in and to the Aircraft and/or this Lease and Lessee’s obligations in connection therewith and Lessee’s acknowledgment that Lessor is not in breach of the Lease. Lessee will promptly provide all other reasonable assistance and cooperation to Lessor and Lessor’s Lender in connection with any proper sale or assignment or the perfection and maintenance of any such security interest, including making all necessary filings and registrations in the State of Registration and providing all opinions of counsel with respect to matters requested by Lessor or Lessor’s Lender.
LESSEE Cooperation. If Lessor desires to effect a transfer of its rights and obligations under this Agreement or in and to the Aircraft, Lessee agrees to cooperate and take all such steps as Lessor may reasonably request to give the transferee the benefit of this Agreement; provided that Lessor shall reimburse Lessee for reasonable out of pocket expenses and the professional charges of lawyers and tax advisers incurred in connection therewith.
LESSEE Cooperation. In connection with any sale, assignment or transfer under Article 24.2 or any grant of a Security Interest under Article 24.3, and on request by LESSOR, any applicable Transferee or any Finance Party, LESSEE will execute all such documents (such as a notice and acknowledgment of assignment or a lease assignment or novation agreement) and provide a replacement certificate of insurance (in accordance with Article 18 and Exhibit C) as LESSOR, such Transferee or such Finance Party may reasonably require to confirm LESSEE's obligations under this Lease and the other Operative Documents, obtain LESSEE's acknowledgment that LESSOR is not in breach of the Lease or acknowledge any such sale, assignment, transfer or grant. LESSEE will provide all other reasonable assistance and cooperation to LESSOR, Beneficial Owner, Owner, any applicable Transferee and any applicable Finance Party (as any such Person may require) in connection with any such sale assignment, transfer or grant (including assistance in efforts to minimize or eliminate any costs), or the perfection and maintenance of any such Security Interest (including, at LESSOR's cost, making all necessary filings and registrations in the State of Registration), providing an IDERA for purposes of the Cape Town Convention (if applicable) in favor of any applicable Transferee and providing all opinions of counsel with respect to matters reasonably requested by LESSOR, Beneficial Owner, Owner, any applicable Finance Party or any applicable Transferee. LESSOR will reimburse LESSEE for its reasonable and properly documented out-of-pocket costs in reviewing documents required by LESSOR, Beneficial Owner, Owner or any applicable Finance Party.
LESSEE Cooperation. In the event that Lessee terminates its obligations with respect to either the Television System or Telephone System in accordance with paragraph 11. 1 immediately above, Lessee shall upon the request of Lessor, during the ninety (90) days prior to the effective date of termination, negotiate in good faith with Lessor for the sale to Lessor or its designees of the Telephone Equipment and/or Television Equipment (as well as the Off-site Telephone Equipment and/or the Off-site Television Equipment) as the case may be, relating to the terminated service, which sale shall be made on a cash basis for a price equal to the fair market value of the equipment being sold. Should Lessor and Lessee be unable to agree upon a fair market value for the equipment, then Lessee shall be entitled to remove such equipment in accordance with the provisions of paragraph 11.2 immediately above. In the event of any such removal of equipment, Lessee shall cooperate with Lessor in connection with Lessor's efforts to obtain a third-party provider to furnish the services being terminated by Lessee. Such cooperation shall include but not be limited to making space available prior to the effective date of termination to the third party provider within the Premises so that the third-party provider can install equipment as required to provide the services effective as of the date of termination.
