Purchaser’s Cooperation Clause Samples

Purchaser’s Cooperation. In addition to the obligations required to be performed hereunder by Purchaser prior to or at the Closing, Purchaser agrees to perform such other reasonable acts, and to execute, acknowledge and/or deliver subsequent to the Closing such other reasonable instruments, documents and other materials, as Seller may reasonably request in order to effectuate the consummation of the transactions contemplated herein.

Purchaser’s Cooperation. During the Service Period and thereafter, Purchaser shall cooperate with the Company, Solera, Inc. and their respective Subsidiaries and Affiliates in any disputeswith third parties, internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by the Company (including, without limitation, Purchaser being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Purchaser’s possession, all at times and on schedules that are reasonably consistent with Purchaser’s other permitted activities and commitments). In the event the Company requires Purchaser’s cooperation in accordance with this paragraph during the Service Period, the Company shall reimburse Purchaser solely for reasonable travel expenses (including lodging and meals, upon submission of receipts). In the event the Company requires Purchaser’s cooperation in accordance with this paragraph after the Service Period, the Company shall reimburse Purchaser for reasonable travel expenses (including lodging and meals, upon submission of receipts) and compensate Purchaser at a reasonable rate for such cooperation, as determined by mutual agreement of the Company and Purchaser.

Purchaser’s Cooperation. In addition to and without limitation of any other covenant, representation or warranty contained in this Agreement, each Purchaser shall: (a) Complete the Selling Stockholder Questionnaire related to the Registration Statement in the form attached hereto as Annex II and deliver the same to the Company promptly (and in any event within five (5) Business Days following Closing hereunder). (b) Furnish to the Company, upon the Company’s request, all information regarding such Purchaser and the intended distribution of such Purchaser’s Registrable Securities included in any registration statement under Section 5.1 for the purpose of preparing such registration statement, to the extent that such information is required to comply with applicable legal requirements. (c) Upon the Company’s request, notify the Company of the number of Registrable Securities held by such Purchaser and the number of Registrable Securities that have been sold and remain to be sold pursuant to any registration statement under Section 5.1 on which any Registrable Securities are registered. In any event, each Purchaser shall promptly notify the Company when all registered Registrable Securities of such Purchaser have been sold.

Purchaser’s Cooperation. The Purchaser is responsible for the following at its own cost and expense: a) The Purchaser will make available to TGW Systems any documents and information that are necessary for the performance of this contract. b) The Purchaser shall assure that there are adequate safety procedures in place for the safety of TGW Systems personnel and provide adequate security for materials and equipment at the work site. The Purchaser shall provide adequate working conditions in compliance with OSHA and other relevant safety laws and regulations - especially for construction site safety. c) The employees of TGW Systems shall be informed about safety regulations to be additionally observed which are not implied by the nature of the subject matter of the contract or the services to be performed. The Purchaser shall immediately inform TGW Systems about possible infringements of safety regulations by employees of TGW. d) If required, auxiliary personnel, lifting platforms, scaffolding etc. shall be available to TGW ready to use to perform the respective activities on site. In case the installation equipment, or special equipment such as cranes, forklift trucks, lifting platforms, welding machines etc. have to be provided by TGW Systems, the equipment rent plus a 10% allowance for overhead costs will be charged. The payment is based on the time from shipping to return of the equipment. e) The Purchaser shall be obliged to provide the power and other utilities needed by TGW Systems to perform the contract (e.g. lighting, operating power, water etc.) including all required connections. f) If necessary, the Purchaser shall provide secure rooms for the storage of the tools of TGW System’s employees. g) The Purchaser shall make sure that the TGW Systems employees are able to immediately start their service work after their arrival on site. If necessary, the TGW Systems employees shall be attended by a qualified person who is familiar with the premises. Resulting delays that are imputable to the Purchaser shall be at its expense.

Purchaser’s Cooperation. 11.7.1 The Purchaser will maintain and provide the Seller access to and copies, as required, of all records of the Business which may be required by the Seller in connection with any tax or other audit of the Seller's operation of the Business (or any other business purpose of the Seller or Secom) or transfer such records or copies thereof to the Purchaser, at the Seller's expense. 11.7.2 In the event of any claim against the Seller related to or arising out of the conduct of the Business, the Purchaser shall provide such assistance to Seller as it may be able to reasonably provide including, without limitation, providing fact witnesses, providing testing or access for testing and providing copies of such documentary and other information as may be available to it. The Seller shall reimburse the Purchaser for any out-of-pocket costs the Purchaser incurs in rendering such assistance.

Purchaser’s Cooperation. Purchaser agrees that it will cooperate with Seller in effecting an orderly transition of ownership of the Purchased Assets.

Purchaser’s Cooperation. Purchaser shall use its good faith, commercially reasonable efforts and reasonable diligence in cooperating with Seller in pursuit of obtaining approvals for Seller’s Land Use Applications and, at the written request of Seller, attend such meetings with Village of Wellington staff, Village Council meetings and such other meetings or public events as are reasonable and necessary to diligently pursue Seller’s Land Use Applications. Seller shall provide at least forty-eight (48) hours’ advance written notice of any meetings and Purchaser shall be entitled to attend and participate in all such meetings, which attendance and participation may be telephone, internet or other means, except for public hearings that are quasi-judicial in nature, which require in person participation. Purchaser shall take no action that would undermine or otherwise seek to thwart Seller’s Land Use Applications.

Purchaser’s Cooperation. Purchaser shall use its good faith, commercially reasonable efforts and reasonable diligence in cooperating with (A) Seller in pursuit of obtaining approvals for Seller’s Land Use Applications, and, at the written request of Seller, attend such meetings with Village of Wellington staff, Village Council meetings and such other meetings or public events as are reasonable and necessary to diligently pursue Seller’s Land Use Applications and (B) Related in pursuit of obtaining approvals for Related’s Rezoning Obligations set forth in Section 7.1(b) below. Seller shall provide at least forty-eight (48) hours’ advance written notice of any meetings and Purchaser shall be entitled to attend and participate in all such meetings, which attendance and participation may be telephone, internet or other means, except for public hearings that are quasi-judicial in nature, which require in person participation. Purchaser shall take no action that would undermine or otherwise seek to thwart Seller’s Land Use Applications or Related’s Rezoning Obligations.

Purchaser’s Cooperation. Purchaser shall give Sellers such information and assistance, as they, Sellers’ Representative or any of their advisors reasonably request for the purposes of investigating the matter or circumstance giving rise to such Breach of Representations. If and to the extent a valid claim under Section 10.1 exists with respect to a Claim Notice, all reasonable costs and expenses so incurred by Purchaser shall be borne by Sellers; if and to the extent a valid claim under Section 10.1 does not exist with respect to a Claim Notice, Purchaser shall bear all costs and expenses, including all costs and expenses reasonably incurred by Sellers or Sellers’ Representative.