Parent Cooperation Clause Samples

Parent Cooperation. Parent shall cooperate by executing and delivering representations contained in certificates of officers of Parent and Merger Sub, reasonably satisfactory in form and substance to Company’s and Parent’s counsel, in connection with (i) any tax opinion or description of the U.S. federal income tax consequences of the Mergers contained or set forth in the Form S-4 and (ii) the tax opinions referenced in Section 7.2(c) or Section 7.3(c).

Parent Cooperation. Parent and Telemynd shall cooperate in preparing, filing with the SEC and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or advisable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Parent and Telemynd will prepare, and Telemynd will, to the extent required under applicable Law, file with the SEC, any such documentation and any requisite no-action letters which Parent determines are necessary or desirable to effectuate the Distribution, and Parent and Telemynd shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. Parent and Telemynd shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution.

Parent Cooperation. (i) Parent shall use reasonable best efforts to, and shall use reasonable best efforts to cause the Transferred Entities and its and their respective Representatives to, provide such cooperation as is reasonably requested by Purchaser, including using reasonable best efforts to (A) make available to Purchaser and its financing sources the Required Information and such other financial, business or other pertinent information regarding Parent and its Subsidiaries that is then available to or readily obtainable by Parent as Purchaser shall reasonably request in order to consummate the Debt Financing and that is customarily provided by borrowers for inclusion in bank information memoranda and similar documents for financings of the type contemplated by the Debt Commitment Letter (it being understood and agreed that such information shall not include any information customarily delivered by an investment bank in the preparation of such bank information memoranda or similar documents), (B) upon reasonable prior written notice and at reasonable times, cause management of the Transferred Entities to participate in a reasonable number of meetings (but not more than one primary bank meeting) (in each case, which may be held via conference call), drafting sessions, rating agency presentations and lender due diligence presentations, in each case at times and locations to be mutually agreed, (C) providing assistance to Parent and its Debt Financing Sources in the preparation of customary bank information memoranda, lender presentations and rating agency presentations in connection with the Debt Financing (the “Marketing Material”), (D) provide assistance in the preparations for the pledging of collateral (it being understood that no such pledging of collateral will be effective until at or after the Closing), (E) deliver at least three (3) Business Days prior to the Closing, to the extent requested by the Purchaser on behalf of the Debt Financing Sources no later than ten (10) Business Days prior to the Closing Date, such documentation and other information required by Governmental Entities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001 and, solely to the extent applicable to Parent and its Subsidiaries after giving effect to the transactions contemplated by this Agreement, information reasonably necessary to complete a Beneficial Ownership Certification as defined in 31 CFR 1010.230, and ...

Parent Cooperation. Parent agrees that: (a) it shall use its good faith efforts to negotiate the documents necessary to consummate the transactions contemplated by this Agreement (collectively, the “Restructuring Documents”) in good faith and to take such actions as are reasonably requested by the E-Side Debtors or as Parent in good ▇▇▇▇▇ ▇▇▇▇▇ reasonable and appropriate to obtain Bankruptcy Court approval of the Restructuring Documents as soon as reasonably practicable; (b) it shall use good faith efforts to assist in obtaining (i) entry of the Bankruptcy Court order approving the disclosure statement and other solicitation materials in support of the Plan of Reorganization (the “Disclosure Statement Order”), the Approval Order, and the EFH Confirmation Order, and (ii) consummation of the Plan of Reorganization and all other transactions contemplated by this Agreement as soon as reasonably practicable in accordance with the Bankruptcy Code and on terms consistent with this Agreement, including within the timeframes contemplated in this Agreement; (c) it shall not directly or indirectly, or encourage any other entity to directly or indirectly: (i) object to, delay, impede, or take any other action or any inaction to interfere with the acceptance, implementation, consummation, or amendment (whether before or after confirmation) of the Plan of Reorganization; or (ii) propose, file, support, vote for, or take any other action in furtherance of any Acquisition Proposal, including, for the avoidance of doubt, by making or supporting any filings with the Bankruptcy Court or any regulatory agency, including the PUCT, the IRS, the FCC, and the FERC, or by entering into any agreement or making or supporting any filing, press release, press report or comparable public statement, with respect to any Acquisition Proposal; provided, however, that notwithstanding the foregoing, Parent may file with the Bankruptcy Court all documents necessary to obtain approval of this Agreement and entry of the Approval Order; (d) it shall (i) use commercially reasonable efforts to obtain required regulatory and/or third-party approvals (including from the PUCT, the IRS, the FCC, and the FERC, as applicable), and (ii) use commercially reasonable efforts to assist in obtaining (A) Bankruptcy Court approval of the Restructuring Documents and entry of the EFH Confirmation Order, and (B) entry of the Disclosure Statement Order, the Approval Order, and the EFH Confirmation Order, and any other order of the Ban...

Parent Cooperation. Teachers report problems getting parents to follow pro- gram routines and center policies and procedures such as not bringing a sick child to the center, or dropping off and picking up their children on time. Prekindergarten teachers have problems enlisting parent cooperation with toilet training efforts, and are specifically con- cerned about dealing with parents who, in order to meet enrollment requirements, say their child is toilet trained when the child is not. Prekindergarten teachers also report problems getting parents to follow procedures and policies with respect to enrollment, fee payment, attendance, and providing required information for files.

Parent Cooperation. Parent and Acquisition Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel all information concerning the Parent or their respective Affiliates that may be required or reasonably requested in connection with the Proxy Statement or any action contemplated by this Section 6.3(b).

Parent Cooperation. Parent and MYnd California shall cooperate in preparing, filing with the SEC and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or advisable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Parent and MYnd California will prepare, and MYnd California will, to the extent required under applicable Law, file with the SEC, any such documentation and any requisite no-action letters which Parent determines are necessary or desirable to effectuate the Distribution, and Parent and MYnd California shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. Parent and MYnd California shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution.

Parent Cooperation. Prior to the Closing, Parent shall reasonably cooperate with the Company in satisfying the SCR Pre-Conditions and in effecting the Share Capital Repayment in accordance with the SCR Step Plan; provided that in no event shall Parent be required pursuant to this Section 9.03(c) to pay any monies or provide guarantees, indemnities, margin, collateral, undertakings, credit support or enhancement or similar assurances of financial loss to Governmental Authorities or any other Person in support of the Share Capital Repayment or any payment, transfer or distribution related to thereto.

Parent Cooperation. Parent shall provide to the Parent Auditors all financial and other information regarding itself and its subsidiaries in a timely and sufficient manner to enable the Parent Auditors to cooperate with the Spinco Auditors and permit Spinco’s management to complete their related internal-control assessments and financial statements.