Seller Cooperation Sample Clauses

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. Xxxxxx agrees to cooperate reasonably with Xxxxx’s investigations.

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. 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. 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 Second Closing, including without limitation the consent of WHEDA, lenders, investor members, and special investor members, pursuant to Sections 4.3 – 4.5 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) Prior to the earlier of the Closing and the termination of this Agreement, Seller shall, and shall cause the Companies to, and shall cause its and their respective employees, directors, officers, agents and other representatives (collectively, “Representatives”) to use commercially reasonable efforts to, reasonably promptly provide, at the sole cost and expense of Purchaser, reasonable cooperation that is reasonably requested by Purchaser in connection with Purchaser’s or its Affiliates’ or subsidiaries’ reporting obligations under applicable Laws, including, but not limited to, pursuant to Rule 3-05 of Regulation S-X under the Securities Act, or that is reasonably requested by Purchaser and any potential lenders or other financing sources in connection with arranging and consummating financing for the purpose of funding the payment of the Estimated Closing Payment and consummating any transactions contemplated hereby. Without limiting the generality of the foregoing, prior to the earlier of the Closing and the termination of this Agreement, Seller shall, and shall cause the Companies to, and shall cause the Representatives of Seller and the Companies to use commercially reasonable efforts to, among other things, (a) reasonably promptly furnish Purchaser, its Affiliates and subsidiaries and any potential lenders or other financing sources with any financial, marketing and other information and materials relating to the Companies reasonably requested by Purchaser, its Affiliates or subsidiaries or such potential lenders or other financing sources or ratings agencies, including, without limitation, audited and unaudited financial statements of the Companies and all customary and reasonable documentation and other information required by regulatory authorities or other Governmental Bodies with respect to the Companies under applicable “know your customer” and anti-money laundering rules and regulations; (b) reasonably cooperate with the marketing efforts of Purchaser, its Affiliates and subsidiaries and any potential lenders or other financing sources, including participation in a reasonable number of meetings and attending a reasonable number of presentations, roadshows, and due diligence sessions; (c) cause any independent accountants and auditors of the Companies to reasonably assist Purchaser, its Affiliates and subsidiaries in connection with the preparation of pro forma financial information and financial statements related to the transactions conte...

Seller Cooperation. (i) Seller shall use its reasonable best efforts to, and shall use reasonable best efforts to cause its Subsidiaries to, provide such cooperation as is reasonably requested by Purchaser, in connection with the Debt Financing and is customarily provided for borrowers in financings of the type contemplated by the Debt Commitment Letter, including using reasonable best efforts to: (A) furnish Purchaser and the Debt Financing Sources as promptly as practicable with (x) customary financial and other pertinent information regarding the Business, the Purchased Assets and the Assumed Liabilities (including the Required Information) as may be reasonably requested by Purchaser or the Debt Financing Sources and promptly providing Purchaser with any supplements to such information reasonably requested by Purchaser or the Debt Financing Sources and (y) customary authorization letters for inclusion in the marketing materials for the Debt Financing and customary “know your customer” certifications pursuant to 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”); (B) cause senior management of the Business to participate in the marketing activities undertaken in connection with the marketing of the Debt Financing, including (1) assisting with Purchaser’s preparation of a customary confidential information memorandum, presentations and other offering materials, (2) due diligence sessions and (3) a reasonable number of road shows and meetings (including customary one-on-one meetings) with prospective lenders and ratings agencies, at reasonable times and with reasonable advance notice; (C) obtain customary surveys and title insurance as reasonably requested by Purchaser or the Debt Financing Sources and customary for financings similar to the Debt Financing; (D) cause the Purchased Entities to (1) execute and deliver on the Closing Date, one or more credit or other agreements on terms reasonably satisfactory to Purchaser and the Debt Financing Sources in connection with the Debt Financing as well as any pledge and security documents, currency or interest hedging arrangements, other definitive financing documents, or other certificates or documents as may be reasonably requested by Purchaser or the Debt Financing Sources (including a certificate of the chief financial officer or similar officer of each Purchased Entity with respect to solvency matters of the Purchased Entities on a consolidated basis), (2) otherwise reasonably facilitate the pledging of collateral and...

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. 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.