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. 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. 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. 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. 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 agrees that it will cooperate with Seller in effecting an orderly transition of ownership of the Purchased Assets.
Purchaser’s Cooperation. Purchaser acknowledges that Seller may desire to effect an exchange (the “Exchange”) of the Property for property of like-kind and qualifying use (the “Exchange Property”) pursuant to Section 1031 of the Internal Revenue Code as amended, and the Treasury Regulations promulgated thereunder. Notwithstanding anything contained in this Contract to the contrary, Purchaser agrees that Purchaser shall cooperate with Seller in effecting such Exchange. Seller may effect a deferred “tax-free exchange” under Section 1031 and the Treasury Regulations promulgated thereunder, including, without limitation, through the use of a ‘qualified intermediary” within the meaning of Treasury Regulations Section 1.1031 (k)-1(g)(4) (hereafter a “Qualified Intermediary”), as shall be selected by Seller. Purchaser shall take such steps and execute such documents, including, without limitation, the QI Assignment (as hereinafter defined), as may be reasonably necessary to assist Seller in this regard, except that in no event will Purchaser be obligated to acquire or take title to any Exchange Property or incur any cost, expense or liability (contingent or otherwise) in connection therewith, and any such Exchange shall not unreasonably delay the Closing. Purchaser further agrees to permit Seller to assign its interest (but not its obligations, to the extent such obligations survive the Closing in accordance with the terms of this Contract) in this Contract to a Qualified Intermediary (the “QI Assignment”) as provided in Treasury Regulation Section 1.1031(k)-1(g)(4) on or before the date of the Closing, and Purchaser, upon written notice from Seller, shall pay the Total Purchase Price to such Qualified Intermediary. Notwithstanding the above-described Exchange, Purchaser shall not be obligated to pay any amounts greater than the Total Purchase Price or incur any debt with respect to the Exchange Property or incur any other liability; and Purchaser shall not be required to make any warranties or representations in addition to those contained herein or perform any additional covenants in favor of Seller or any other Person.
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, 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..
