Transition and Cooperation. From and after the Closing, (a) the Sellers shall provide reasonable cooperation to transition to Purchaser the control and enjoyment of the Business and the Company; and (b) the Sellers shall promptly deliver to Purchaser all correspondence, papers, documents and other items and materials received by either Seller or found to be in the possession of either Seller which pertain to the Company or the Business.
Transition and Cooperation. From and after the Closing Date, (a) Seller shall fully cooperate to transfer to the Buyer the control and enjoyment of the Division's business and the Specified Assets; (b) Seller shall not take any action, directly or indirectly, alone or together with others, which obstructs or impairs the smooth assumption by Buyer of the Division's business and the Specified Assets; and (c) Seller shall promptly deliver to Buyer all correspondence, papers, documents and other items and materials received by Seller or found to be in the possession of Seller which pertain exclusively to the Division's business or the Specified Assets.
Transition and Cooperation. From and after the Closing Date, (a) Seller, LPTI and Parent shall fully cooperate with Buyer and the Acquired Companies to transfer to Buyer and the Acquired Companies the full control and enjoyment of the Acquired Companies Business and the Assets of the Acquired Companies; (b) none of Seller, LPTI nor Parent shall take any action, directly or indirectly, alone or together with others, other than those actions which are immaterial both individually and in the aggregate, which obstructs or impairs the assumption by Buyer and SunGard of control of the Acquired Companies; and (c) Seller, LPTI and Parent shall promptly deliver to Buyer and the Acquired Companies all correspondence, papers, documents and other items and materials received by any of them or found to be in their possession which pertain to the Acquired Companies Business or the Assets of the Acquired Companies. At any time and from time to time after the Closing Date, at Buyer's request and without further consideration, each of Seller, LPTI and Parent shall promptly execute and deliver all such further agreements, certificates, instruments and documents and perform such further actions as Buyer may reasonably request, in order to fully consummate the transactions contemplated by this Agreement and fully carry out the purposes and intent of this Agreement, including such documents and actions as may be required in connection with regulatory reporting or withdrawal matters before the SEC, NASD and state regulatory bodies, obtaining Client Consents from the Advisory Clients, continuation or termination of the Acquired Companies Employee Benefit Plans, the adoption by any of the Acquired Companies of Buyer's Employee Benefit Plans, and the filing of tax returns of any of the Acquired Companies for all periods ending on, before or including the Closing Date.
Transition and Cooperation. Upon termination of your employment with the Company for whatever reason, you agree to execute any and all documents and to take any and all actions that the Company may reasonably request to effect the transition of your duties and responsibilities. You further agree to make yourself available with respect to, and to cooperate in conjunction with, any litigation or investigation involving the Company; provided you receive adequate assurances of (i) indemnity for, and/or (ii) reimbursement of, reasonable expenses with respect to the foregoing activities.
Transition and Cooperation. Each of the Company and Executive shall use their respective reasonable efforts to cooperate with each other in good faith to facilitate a smooth transition of Executive’s duties to other executive(s) of the Company. Executive agrees that Executive will not act in any manner that might damage the business of the Company. This includes, without limitation, Executive (i) not interfering in the negotiation or closing-process for any of the Company’s sales matters and (ii) until December 31, 2016, being available to the Company upon reasonable notice for transition services to assist with the closing of the Company’s deals that Executive had assisted with prior to the Termination Date, provided, however, that any such request by the Company shall not be unduly burdensome or interfere with Executive’s personal and/or professional obligations.
Transition and Cooperation. From and after the Closing Date, (a) Seller and Shareholder shall fully cooperate to transfer to Buyer the control and enjoyment of the Business and the Specified Assets; (b) Seller and Shareholder shall not take any action, directly or indirectly, alone or together with others, which obstructs or impairs the smooth assumption by Buyer of the Business and the Specified Assets; (c) Seller and Shareholder shall promptly deliver to Buyer all correspondence, papers, documents and other items and materials received by any of them or found to be in their possession which pertain to the Business or the Specified Assets (other than Seller’s corporate minute books, stock books and related organizational documents). Specifically, Seller and Shareholder shall fully cooperate and assist, to the extent Buyer reasonably requires such cooperation and assistance, in (a) the transition of any and all patient records and files, including the obtaining of consents of each BHRS client serviced by Seller; (b) any matters relating to the extension of Buyer’s partial hospitalization license by DPW and BHRS; (c) the process or procedure, including but not limited to the fulfillment of any conditions, set forth by any county administrator with respect to DPW’s extension of Buyer’s partial hospitalization license and the BHRS to be provided by Buyer in the respective counties; (d) the transition of BHRS in the Covered Area to be provided by Buyer pursuant to the agreement between Buyer and VBH; and (e) the preparation and implementation of a plan of integration to be submitted to JCAHO for purposes of Buyer obtaining JCAHO accreditation.
Transition and Cooperation. From and after the Closing Date, (a) Seller shall fully cooperate to transfer to Buyer the control and enjoyment of the Specified Assets; (b) Seller not shall take any action, directly or indirectly, alone or together with others, which obstructs or impairs the smooth assumption by Buyer of the Specified Assets; (c) Seller shall promptly deliver to Buyer all correspondence, papers, documents and other items and materials received by any of them or found to be in their possession which pertain primarily to the Specified Assets; and (d) Buyer shall reasonable cooperate with Seller as Seller attempts to close its books.
Transition and Cooperation. From and after the Closing, (a) the Active Shareholders shall provide reasonable cooperation to transition to Purchaser the control and enjoyment of the Business and the Company Entities; and (b) Sellers shall promptly deliver to Purchaser all correspondence, papers, documents and other items and materials received by Sellers or found to be in the possession of Sellers or any third-party which pertain to the Company Entities or the assets of the Company Entities.
Transition and Cooperation. From and after the Closing, the Sellers, excluding G&D, shall promptly deliver to Purchaser all correspondence, papers, documents and other items and materials received by either Seller or found to be in the possession of either Seller which pertain to the Company or the Business. Upon the reasonable request of the Purchaser, each of the Sellers hereto shall use commercially reasonable efforts to do, execute, acknowledge and deliver all such further acts, assurances, deeds, assignments, transfers, conveyances and other instruments and papers as may be reasonably required or appropriate to carry out the transactions contemplated by this Agreement, subject to applicable Law.
Transition and Cooperation. Upon IES’s reasonable request, Employee agrees to cooperate fully and consult with IES, their officers and employees, at all times concerning his former areas of responsibility. This obligation includes, without limitation, full and good faith cooperation with IES and their officers, employees and/or attorneys concerning any litigation where Employee is or may be a witness or have relevant information. China agrees that he further agree they will not now and will not in future disparage either parties name, reputation or business, IES Integrated Electrical Services, Inc. or of its officers, directors, affiliates or employees to any third party particularly including any customers or vendors. This non-disparagement includes an agreement to not participate or cooperate in any litigation contrary to the interest of IES, Integrated Electrical Services, Inc. or any of its subsidiaries, to the degree allow by law. If any governmental or private entity requests any information or statement about the Company or its officers, directors, affiliates or employees, China will give the Company immediate notice of such request to allow the Company to defend against the disclosure of such information.
