Pre-Closing Cooperation. (a) Prior to the Closing, upon the terms and subject to the terms and conditions of this Agreement, in addition to any obligations pursuant to Section 5.5, 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 and cause the fulfillment at the earliest practicable date of all of the conditions to the other Parties’ obligations to consummate the transactions contemplated by this Agreement, 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 in order to obtain any Consent (other than filing and application fees to Government Entities, and payment of Cure Costs if responsible therefor pursuant to Section 2.1.7) and provided, further, that the Purchaser shall be obligated to cooperate with the Sellers in order to obtain any required Consents from landlords under any Subleased Real Estate Leases (to the extent consent is required) and to enter into Subleases, (ii) defending all lawsuits and other proceedings by or before any Government Entity challenging this Agreement or the consummation of the Closing, (iii) using reasonable best efforts to cause to be lifted or rescinded any injunction, decree, ruling, order or other action of any Government Entity that would prohibit, prevent, restrict or materially delay the consummation of the transactions contemplated by this Agreement, and (iv) cooperating in any reorganization of the Sellers that the Sellers consider necessary for the Sellers to facilitate the transactions contemplated hereby, any such reorganization to occur on or prior to the Closing Date. With respect to all supply Contracts related to the Business, after the entry of the U.S. Sale Order, and in respect of the Canadian Debtors, after the entry of the Canadian Approval and Vesting Order, the Sellers shall (i) at the Purchaser’s request to the extent permitted by Law (including any applicable Antitrust Laws), send a letter substantially in the form set forth in Exhibit 5.4(a) to each of the counterparties to such ...
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.
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. 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. (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 and cause the fulfillment at the earliest practicable date of all of the conditions to the other Parties’ obligations to consummate the transactions contemplated by this Agreement, 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) to obtain any Consent and provided further that Sellers’ obligations under this Section
Pre-Closing Cooperation. (a) Prior to the Closing, subject to the terms and conditions of this Agreement (including Section 5.6, which, for the avoidance of doubt, shall exclusively govern the Parties' obligations with respect to seeking the Mandatory Regulatory Approvals and any other Consents of applicable Government Entities other than those set forth in Section 5.6(g)), each of the Primary Parties shall (and each Primary Party shall cause its Subsidiaries and Affiliates to) use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to cooperate with the other Primary Party and its Subsidiaries 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 7.1, including: (i) without limiting Section 5.8(a), using reasonable best efforts to prepare and make filings with the appropriate Government Entities as necessary to record one of the Sellers as the owner of the Patents listed on Section 5.5(a) of the Sellers Disclosure Schedule and any other Assets where further action and cooperation is required by Sellers to vest title with the Purchaser at Closing;
Pre-Closing Cooperation. After the Effective Date, the Seller and Owner shall help facilitate meetings to take place within ten (10) days of the Effective Date between Buyer and On-Site Employees. After the Conditions Precedent Date, the Seller and Owner shall help facilitate meetings to take place within ten (10) days of the Conditions Precedent Date between Buyer and the Top Ten Customers. On or prior to the Conditions Precedent Date, Seller shall negotiate new Split Contracts with Customers for all Combined Contracts. ARTICLE IX NON-COMPETE, CONFIDENTIALITY AND NON-DISPARAGEMENT
Pre-Closing Cooperation. (a) During the period between the execution and delivery of this Agreement and the Closing Date (the “Pre-Closing Period”), Seller and Buyer will cooperate in planning and preparing for a smooth assumption of the Group Business by Buyer, through the development and implementation of a strategy and action plan designed to achieve a successful transfer of the customers of the Group Business to Buyer and efficiently migrate the administration of the Group Policies to Buyer after the Closing. Buyer and Seller agree that the first priority during the Pre-Closing Period shall be to continue the conduct of the Group Business in the ordinary course of business substantially in the manner heretofore conducted and in a manner intended to maintain the present customers and goodwill of the Group Business.
Pre-Closing Cooperation. After delivery of the Estimated Closing Statement and prior to the Closing, Buyer and its Representatives may ask Seller questions related to, provide comments on or raise disagreements with the Estimated Closing Statement, and (i) Seller and Buyer shall reasonably cooperate with respect to any such questions, comments and/or disagreements and (ii) Seller shall consider any such questions, comments and disagreements in good faith. If Buyer and Seller do not agree on the Estimated Closing Statement following such good faith discussions, the Estimated Closing Statement delivered by Seller shall be used for purposes of calculating the Estimated Closing Consideration; provided, that the basis for any such question, comment or disagreement raised by Buyer or any of its Representatives and not incorporated into the Estimated Closing Statement shall not be deemed waived and as such may be taken into account in the preparation of and reflected in the Closing Statement delivered by Buyer pursuant to and in accordance with Section 1.6(a) (for the avoidance of doubt, subject to Seller’s review and dispute rights under the other terms of Section 1.6). (c)
