Seller Cooperation. Seller agrees to cooperate with and assist Buyer and to execute any and all applications, petitions and attend and participate in any necessary hearings, and undertake all other reasonable acts to obtain any necessary permits for which Buyer may make application prior to closing, provided that Buyer shall bear all expenses incidental thereto, including all of Seller's out-of-pocket expenses.
Seller Cooperation. Seller shall submit to Creditor(s) a copy of this Contract and any Addenda, along with any other documentation required by the Creditor(s) for approval of this sale within five (5) days after Contract acceptance. Seller agrees to notify Buyer and Listing Broker immediately if Bankruptcy, voluntary or involuntary, is filed.
Seller Cooperation. Seller shall cooperate, during the term of this Option, after exercise of the Option and following the closing, at no out-of-pocket cost to Seller and no charge by Seller to Buyer, in Buyer's attempts to obtain all governmental approvals necessary in Buyer's judgment for Buyer's Proposed Use of the Property, including without limitation zoning, permits and other approvals, and shall execute applications and other documents necessary to apply for and obtain such approvals.
Seller Cooperation. Xxxxxx agrees to reasonably cooperate with Xxxxx, including furnishing Buyer with all necessary information, and executing such applications and other documents as may be required, in connection with Buyer’s satisfaction of Buyer’s due diligence, all at no cost to Seller. Seller authorizes and hereby confirms that Xxxxxxx X Xxxx, County Administrator, shall be the authorized representative of Seller, acting individually, to execute any such application or other documents for and on behalf of Seller, in connection with the foregoing.
Seller Cooperation. Notwithstanding anything to the contrary in the Agreement, each of Seller and Buyer acknowledge and agree that from and after the Closing, to the extent that any Seller Party (the “Excluded Policy Holder”) has the right to pursue a claim under any occurrence-based Insurance Policy that covers or may reasonably be expected to cover in whole or in part any Assumed Liability assumed by Buyer (the “Excluded Policy Beneficiary,” and each such Assumed Liability, an “Excluded Policy Covered Loss”), including any such policy that would be a Transferred Insurance Policy pursuant to Section 2.02(a)(xxi), but for the fact that such Insurance Policy is not legally transferable or has not yet been legally transferred pursuant to Section 2.03 (each, an “Excluded Insurance Policy”), the Excluded Policy Holder shall (to the extent requested in writing from time to time by the Excluded Policy Beneficiary) use reasonable best efforts to file and pursue on behalf of the Excluded Policy Beneficiary claims under the applicable Excluded Insurance Policy(ies) for such Excluded Policy Covered Loss on behalf of the Excluded Policy Beneficiary. The Excluded Policy Beneficiary shall be responsible for all out-of-pocket expenses reasonably incurred by the Excluded Policy Holder in pursuing claims for Excluded Policy Covered Loss on behalf of the Excluded Policy Beneficiary. To the extent that the Excluded Policy Holder actually collects proceeds under any applicable Excluded Insurance Policy pursuant to this Section 6.13(b), the Excluded Policy Holder shall promptly remit any such proceeds (net of any then remaining unreimbursed out-of-pocket expenses reasonably incurred by the Excluded Policy Holder or its Affiliates in connection with the pursuit of such proceeds) to the Excluded Policy Beneficiary. The Excluded Policy Holder shall not, without the prior written consent of the Excluded Policy Beneficiary, amend, modify or waive any of its rights under the applicable Excluded Insurance Policies to the extent that doing so could reasonably be expected to adversely affect any coverage thereunder of the Excluded Policy Beneficiary. Subject to the following sentence, the Excluded Policy Holder shall retain the exclusive right to control claims under such Excluded Insurance Policies, provided that the Excluded Policy Beneficiary shall have the right, but not the duty, to monitor such claims. Upon the request of Buyer, Seller shall use commercially reasonable efforts to cause Buyer to be ...
Seller Cooperation. (i) Prior to Closing (or the earlier termination of this Agreement pursuant to Section 9.1), subject to the limitations set forth in this Section 5.17 and unless otherwise agreed by Purchaser, Seller shall, at Purchaser’s cost and expense (as provided in clause (f) below), use reasonable best efforts to, and shall cause its Subsidiaries and its and their respective Affiliates and Representatives to use reasonable best efforts to, provide such cooperation as is reasonably requested by Purchaser in writing is necessary or advisable in connection with arrangement, syndication and obtaining of the Financing and is customarily provided for issuers in financings of the type contemplated by the Debt Commitment Letter, including, to the extent so requested, using reasonable best efforts to:
(A) furnish to Purchaser, at Purchaser’s sole cost and expense, financial information regarding the Business to the extent necessary to satisfy the condition in paragraph 4 of Exhibit C of the Debt Commitment Letter (as in effect on the date hereof), solely and to the extent such condition is not waived in whole or in part by the lenders thereunder;
(B) furnish to Purchaser customary authorization letters (subject to customary confidentiality provisions and disclaimers) authorizing the distribution of Seller information;
(C) reasonably assist Purchaser in the preparation of customary and reasonable offering and marketing documents (and any supplements thereto) prepared by Purchaser in connection with the Financing;
(D) [reserved];
(E) participate, upon reasonable advance notice, in a reasonable number of (but in no event more than a total number of three) meetings, presentations and rating agency presentations, and participating in reasonable and customary due diligence and marketing efforts of Purchaser, in each case (i) in connection with the Financing and with or by the Financing Parties (or prospective lenders or investors in any Financing) and (ii) which shall be virtual unless otherwise agreed to by the Seller;
(F) reasonably assist in the execution and delivery as of (but not before) the Closing Date definitive financing documents, including credit agreements, intercreditor agreements, pledge and security documents, and other customary certificates or other documents to the extent reasonably requested by Purchaser and otherwise reasonably cooperate to facilitate the granting or perfection of collateral to secure the Financing, including customary guarantees and other cus...
Seller Cooperation. Seller shall cooperate with Purchaser’s efforts to obtain all consents and other approvals required by third parties to the transactions to be consummated at the Final Closing, including without limitation the consent of WHEDA, AHP, HUD, investor members, and special investor members, pursuant to Sections 5.4 – 5.6 of this Agreement. The foregoing cooperation obligation shall include, without limitation, executing and delivering such documents and providing such information to such third parties as such third parties may reasonably request.
Seller Cooperation. (a) Pending Closing, the Seller shall at all reasonable times and upon reasonable prior notice make the Properties, the Facilities, the Purchased Assets, and other assets, books and records pertaining or relating to the Business reasonably available for examination, inspection and review by the Purchaser and its lenders, agents and representatives; provided, however, Purchaser inspections and examinations at the Facilities shall not unreasonably disrupt the normal operations of the Business. Seller shall have the right to review and approve all examinations, inspections and tests Purchaser or its agents propose to conduct prior to Closing on any of the Properties, Facilities or Purchased Assets, including without limitation the collection and/or analysis of any environmental samples.
(b) Purchaser covenants and agrees with Seller to promptly, and in any event prior to Closing, notify Seller if Purchaser or its representatives, in the course of their due diligence, determine that there are any inaccuracies in, or breaches or violations of, any of the Seller's representations, warranties or covenants contained in this Agreement; provided, however, that Purchaser's failure to so notify the Seller shall not limit or otherwise affect the validity or enforceability of the Seller's representations, warranties or covenants contained in this Agreement or Purchaser's rights to indemnification or any other rights hereunder.
Seller Cooperation. During an audit, at Seller’s expense Seller will assist Nortel as reasonably requested. If requested by Nortel, at Nortel’s expense Seller will install and operate audit software. Following an audit by Nortel, and at Nortel request, Seller will participate in any exit conference conducted by Nortel, including, but not limited to a meeting to obtain Seller’s concurrence with audit findings.
Seller Cooperation. If Seller assigns the proceeds of any insurance policy to Buyer pursuant to Section 12(a), Seller shall cooperate with Buyer in presenting and prosecuting the claim with Seller's insurance carriers, shall follow Buyer's instructions with respect thereto (except to the extent Seller is advised by counsel that following a particular instruction would expose Seller to liability, or to the extent Seller would incur additional cost to follow such instruction which is not paid by Buyer), and will not settle any such claim without Buyer's written approval.
