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. In addition to and without limitation of any other covenant, representation or warranty contained in this Agreement, each Purchaser shall:
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. The Purchaser is responsible for the following at its own cost and expense:
Purchaser’s Cooperation. Purchaser shall use its reasonable efforts to provide Seller such assistance as Seller may reasonably request in connection with matters relating to Taxes. Purchaser shall retain and provide Seller with records or information that may be relevant to any such Tax return, audit, examination, proceeding or determination, and Purchaser shall retain all such books and records for so long as necessary in keeping with applicable statutes of limitations.
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.
Purchaser’s Cooperation. Purchaser agrees that it shall, upon reasonable request of Seller, cooperate with and assist Seller with respect to Seller's defense and settlement of the product liability claims retained by Seller under this Agreement, and Seller agrees that upon request by Purchaser, Seller shall reimburse Purchaser for out-of-pocket costs in connection with providing such assistance. By way of example, such assistance may include cooperation in connection with corrective or preventative solutions for defective products for which Purchaser shall be reimbursed its out-of-pocket costs.
Purchaser’s Cooperation. Purchaser shall cooperate with Seller and Consultant at all times during the performance of the investigation and remediation contemplated by this Agreement. Such cooperation shall include, without limitation, (i) affording Consultant access to the Premises during business hours (or during hours other than business hours, if such remediation or investigation is more appropriately conducted during such hours) upon reasonable prior notice to Purchaser for the purpose of performing any such investigation or remediation and (ii) causing tenants under leases demising space at the Premises to afford Purchaser access to the Premises during business hours (or during hours other than business hours, if such remediation or investigation is more appropriately conducted during such hours) upon reasonable prior notice to Purchaser for the purpose of performing any such investigation or remediation, provided that Seller in performing the same shall not materially interfere with the conduct of any tenant's business at the Premises.
Purchaser’s Cooperation. Purchaser shall, at Seller's expense, cooperate with Seller for a period of seven (7) years after Closing in case of Seller's need in response to any legal requirement, a tax audit, tax return preparation or litigation threatened or brought against Seller, by allowing Seller and its agents or representatives access, upon reasonable advance notice (which notice shall identify the nature of the information sought by Seller), at all reasonable times, to examine and make copies of any and all instruments, files and records which relate to the Property during the period of Seller's ownership thereof; and during said seven-year period, Purchaser shall retain and not dispose of said instruments, files and records..
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.
