Pre-Closing Cooperation. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement as soon as practicable, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Closing and the taking of such actions as are necessary to obtain any requisite Consent, provided that the Sellers shall not be obligated to make any payment or deliver anything of value to any Third Party (other than filing and application fees to Government Entities, all of which shall be paid or reimbursed by the Purchaser) in order to obtain any Consent; (ii) taking reasonable actions to defend any Actions filed against such Party by or before any Government Entity challenging this Agreement or the consummation of the Closing (or to cooperate with the other Party in the case of any such Action filed against such other Party); and (iii) using reasonable efforts to cause to be lifted or rescinded any injunction, decree, ruling, order or other action of any Government Entity adversely affecting the ability of the Parties to consummate the Closing; provided, that such reasonable efforts described in clauses (ii) and (iii) above shall not require either Party to take, or agree to take any action, that would reasonably be expected to materially and adversely impact the Business or any other business of such Party.
(b) Each Primary Party shall promptly notify the other Primary Party of the occurrence, to such party’s knowledge, of any event or condition, or the existence, to such party’s knowledge, of any fact, that would reasonably be expected to result in any of the conditions set forth in Article IX not being satisfied.
(c) The Purchaser hereby covenants and agrees until the Closing Date or the earlier termination of this Agreement in accordance with Article X:
(i) to reserve for issuance the Shares in connection with the transactions contemplated by this Agreement;
(ii) not to pay any dividend or make any cash distribution on or in respect of its outstanding common stock, other than normal and customary cash dividends, consistent with past practice; and
(iii) that except with respect to any matter expressly contemplated by this...
Pre-Closing Cooperation. From the date of this Agreement until the earlier of Closing or termination of this Agreement pursuant to Section 13.1, each party shall, and shall cause its Affiliates and their respective directors, officers, employees and other Representatives to, from time to time, at the reasonable request of the other party, cooperate with the other party and use reasonable best efforts to facilitate the transactions contemplated by the Transaction Agreements, provided, however, that any access or furnishing of information shall be conducted during normal business hours, under the supervision of the other party’s personnel and in such a manner as not unreasonably to interfere with the normal operations of the other party. Notwithstanding anything to the contrary in this Agreement, the other party shall not be required to disclose any information to the requesting party or its Representatives if such disclosure would, in the other party’s good faith determination, (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof.
Pre-Closing Cooperation. From the date of execution of this Agreement until the Closing of the Transaction, each Party agrees to provide the other Party and its designated representatives with access to all reasonably relevant information regarding the Party that the other Party requests.
Pre-Closing Cooperation. After delivery of the Payment Statement and prior to the Closing, Parent and its Representatives may ask Holdings and its Representatives questions related to, provide comments on or raise disagreements with the Payment Statement, and Holdings shall (i) reasonably cooperate with and respond reasonably promptly to any such questions, comments or disagreements and (ii) consider any such questions, comments and disagreements in good faith. If Parent and Holdings are unable to agree on the Payment Statement following such good faith negotiations, the Payment Statement delivered by Holdings shall be used for purposes of calculating the Estimated Closing Consideration; provided that no such question, comment or disagreement raised by Parent or any of its Representatives and not incorporated into the Payment Statement shall be deemed waived and any such question, comment or disagreement may be reflected in the Parent Statement pursuant to and in accordance with Section 1.5.
Pre-Closing Cooperation. From the date hereof through the Closing Date, Seller Owner and each Seller will use their best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper, or advisable to consummate and effectuate the transactions contemplated by this Agreement and the Transaction Documents in an expeditious manner. Seller Owner and each Seller shall cooperate fully with Purchaser to effect a smooth and orderly transition of the Acquired Assets and the Business to Purchaser, including by furnishing information, evidence, testimony, and other assistance in connection with any actions, proceedings or disputes of any nature with respect to matters pertaining to all periods prior to the Closing.
Pre-Closing Cooperation. Each of the parties hereto shall use its commercially reasonable efforts to take all action and to do all things necessary, proper or advisable in order to consummate and make effective the Transaction as promptly as reasonably practicable, including (a) satisfaction, unless waived by the party to whose benefit they would otherwise accrue, of the closing conditions set forth in Articles VII and VIII, (b) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Transaction or the performance of the obligations of any party hereto in connection therewith, (c) obtaining, delivering or effecting any waivers, modifications, permits, consents, approvals, authorizations, qualifications, notices, registrations and filings as are required in connection with the consummation of the Transaction, and (d) the execution and delivery of such instruments and the taking of such other actions, including the furnishing to each other party hereto of assistance or information, as the other party hereto may reasonably require in order to carry out the intent of the Transaction.
Pre-Closing Cooperation. Between the date of this Agreement and the Closing Date, the Company shall, and Selling Stockholders shall cause the Company to, (i) afford Parent and its Representatives full and free access to the Company’s personnel, properties, Contracts, books and records, and other documents and data, and (ii) cooperate with Parent and its Representatives, including providing any relevant documents, in connection with an accounting review and audit of the Company. Between the date of this Agreement and the Closing Date, the Parent and Merger Sub shall cooperate with Company and Selling Stockholders and thier Representatives, including providing any relevant documents, in connection with this transaction.
Pre-Closing Cooperation. From the date of execution of this LOI until the Closing of the Transaction, each party agrees to provide the other party and its designated representatives with access to all reasonably relevant information regarding the party that the other party requests. Neither party will make any announcement about the Transaction to the public, to the customers of either party, employees of either party, or to any other person or entity (nor will they permit any of their affiliates to do so), except on a “need to know” basis or as required by law, including without limitation the rules and regulations of the Securities and Exchange Commission, without the prior written consent of the other party.
Pre-Closing Cooperation. During the period of time commencing on the date of the Original Merger Agreement and ending on the earlier of the Closing Date or the termination of the Original Merger Agreement, the Company shall cooperate in good faith with Buyer on the planning and implementation of an orderly and efficient transition of the assets and employees of the Company and the Subsidiaries to Buyer as of the Closing, including without limitation, training, employee-benefits systems, internal control systems, policies and procedures and licensing transfers.
Pre-Closing Cooperation. (a) Prior to the Closing, subject to the terms and conditions of this Agreement, each of the Parties shall (and each Party shall cause its Subsidiaries and Affiliates to) use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to cooperate with the other Party and Affiliates in order to do or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement as soon as practicable and cause the fulfillment at the earliest practicable date of the conditions to the Parties' obligations to consummate the transactions contemplated by this Agreement as set forth in Section 9.1, including: (i) effecting the Pre- Acquisition Reorganization in accordance with Section 6.4; and (ii) more generally, to facilitate an orderly transition at Closing. Notwithstanding the foregoing, no Party shall be obligated in any way (A) to defend any lawsuits or other proceedings by or before any Government Entity challenging this Agreement or the consummation of the Closing; or (B) to cause to be lifted or rescinded any injunction, decree, ruling, order or other action of any Government Entity adversely affecting the ability of the Parties to consummate the Closing.
(b) Each Party shall promptly notify the other Parties of the occurrence, to such Party's Knowledge, of any event or condition, or the existence, to such Party's Knowledge, of any fact, that would reasonably be expected to result in any of the conditions to any of the other Parties' obligations to effect the Closing set forth in this Agreement not being satisfied.
