Seller Assistance Sample Clauses

Seller Assistance. Seller shall, upon the reasonable request of Purchaser, and at no expense to Seller, render such assistance and furnish such information to Purchaser in connection with matters relating to the proposed development, construction, and operation of the Property consistent with Purchaser’s Intended Use of the Property. Additionally, Seller hereby appoints Purchaser to act as its agent in connection with obtaining all approvals, authorizations, permissions, permits, designations and classifications desired by Purchaser for Purchaser’s Intended Use of the Property (collectively, the “Approvals”) and agrees to sign a letter of authorization for such in the form required by the appropriate authority, or if required by such authority, to allow Purchaser and Purchaser’s legal counsel, engineer and general contractor to sign any applications for such Approvals. Purchaser shall seek and obtain Seller’s approval prior to and as a condition precedent to submitting any application regarding any Approval regarding the Property to any governmental entity, department or division.

Seller Assistance. Seller shall cause ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, a principal and officer of Seller who is benefiting from the sale of the Property to Buyer, and by his signature below ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ agrees, that he shall, prior to the Contingency Removal Date, negotiate in good faith a consulting agreement with Buyer, in which he will agree to provide assistance in re-commissioning the plant, for a period of six (6) months following the Closing Date at times mutually agreeable to the parties. Consulting services to be provided include, among other KP #710620 - .

Seller Assistance. Seller, upon the reasonable request of Buyer, and at no expense to Seller, shall render such assistance and furnish such information to Buyer in connection with contesting taxes, seeking a reduction in tax assessments, dealing with land use matters, dealing with zoning and building authorities or governmental agencies, dealing with the owner(s) of property adjacent to the Property, dealing with the reconfiguration of the boundary lines of the Property necessary in conjunction with the proposed development, resolving other contract or legal disputes connected with the Property and in connection with all other matters relating to the proposed development, construction, and operation of the Property. Additionally, Seller hereby appoints Buyer to act as its agent in connection with obtaining all approvals, authorizations, permissions, permits, designations and classifications desired by Buyer for the Property and agrees to sign a letter of authorization for such in the form required by the appropriate authority, or if required by such authority, to sign the application for such approvals, authorizations, permissions, permits, designations and classifications. Seller shall have no right to approve such applications provided that any such approvals, authorizations, permissions, permits, designations and classifications do not become effective unless and until Buyer purchases and takes title to the Property.

Seller Assistance. Seller and its Affiliates shall obtain all consents and approvals necessary to sell and transfer the Purchased Assets and assign the Assumed Liabilities to Buyer in accordance with the terms of this Agreement, and bring about the satisfaction of the conditions required to be performed, fulfilled and complied with by Seller and its Affiliates pursuant to this Agreement and take or cause to be taken all action, and to do or cause to be done all things, necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Seller and its Affiliates shall, to the extent requested, cooperate with and assist Buyer in obtaining all licenses, permits and the authorizations required to be obtained by Buyer in connection with the ownership of the Purchased Assets and operation of the Business, which licenses, permits and authorizations are not included in the Purchased Assets.

Seller Assistance. Not Applicable.

Seller Assistance. Seller shall assist Walmart in complying with its obligations under Laws, including without limitation, Walmart’s obligations to: (i) respond to data subjects’ requests (as further detailed below); (2) implement appropriate data security measures (as further detailed in Section 3 of this Addendum); and (3) conduct and document data protection assessments, including providing information necessary to Walmart to conduct such assessments. To the extent that Laws require Walmart to comply with requests from individuals, including requests to access, delete, modify, or restrict the Processing of their Personal Information, Seller shall: (i) no more than thirty (30) days from Seller’s receipt of Walmart’s written instruction, provide any assistance that Walmart reasonably deems necessary to fulfill such requests at Seller’s own cost and expense; (ii) promptly notify Walmart of any such requests directed to Seller; and (iii) only Process Personal Information consistent with Walmart’s direction regarding any data subject request, whether directed to Walmart or Seller. Such assistance shall be delivered through appropriate technical and organizational measures, taking into account the nature of the Processing. Seller shall certify, in writing, its compliance with such instructions. To the extent Seller directly interacts with Walmart customers, employees, contractors, service providers, or other individuals while acting on behalf of Walmart, Seller agrees to provide Walmart with any assistance Walmart reasonably deems necessary to fulfill applicable legal obligations to provide such individuals with notice of Processing activities.

Seller Assistance. As soon as practicable after execution of this Agreement, Seller shall provide Purchaser with a download file from Seller's payroll records of the data listed on Schedule 5.14.

Seller Assistance. The Sellers shall promptly provide the Buyer and any Governmental Authority with any available information and documents reasonably required by the Governmental Authority to assist the Buyer in fulfilling the Competition Condition (in the case of the Individual MIP Sellers, to the extent that reasonable evidence of such Governmental Authority requirement has first been provided to the Individual MIP Sellers’ Representative), including submitting the required Notification Form under the HSR Act in accordance with the relevant rules and regulations, but only to the extent such information is not contained in the Vendor Due Diligence Reports or Disclosure Documents and provided that, insofar as any such information is commercially sensitive, such information shall be provided confidentially on an outside counsel-to-counsel basis. The Sellers shall also promptly provide the Buyer with copies of all material correspondence and communications received from a Governmental Authority (and inform the Buyer of any oral or other communication), and in addition shall fully respond to any request for information received by the Sellers from any Governmental Authority (and shall share any such response with Buyer and/or Buyer’s Antitrust Solicitors in advance and given them the opportunity to make comments on the same which shall be considered in good faith) and shall make available suitable personnel for any meetings and/or telephone calls requested by any Governmental Authority.

Seller Assistance. During the twelve (12)-month period following the Closing, but only so long as ▇▇▇▇▇ ▇. ▇▇▇▇▇ is an employee of TTC or of Emerik Properties Corp., ▇▇. ▇▇▇▇▇ will be available to Purchaser via business telephone at reasonable times to answer Purchaser’s questions regarding the Property and its operation.