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 (
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 reasonable 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.
Transition and Cooperation. From and after the Closing Date: (a) Seller and each of the Principal Shareholders shall fully cooperate with IntriCon and Buyer to transfer to Buyer the ownership and control of Xxxxxxxx Business and all Permits required to operate the Business in compliance with Environment Laws and the Specified Assets and shall not take any action, directly or indirectly, alone or together with others, that obstructs or impairs the smooth assumption by Buyer of Seller’s Business; (b) Seller and each of the Principal Shareholders shall fully cooperate with IntriCon and Buyer in connection with the preparation and audit of any financial statements of the Business for periods before the Closing Date, including, where appropriate, the signing of such management representation letters as are required in connection with such audit; (c) Seller and each of the Principal Shareholders shall make available to IntriCon and Buyer all of Xxxxxxxx’ books and records, and accounting and tax information, workpapers, notes and related materials in their possession, and shall take such actions as shall be reasonably necessary to cause any such materials in the possession of third parties, including independent public accountants, to be made available to IntriCon and Buyer for its review and use, including use in the preparation of audited financial statements for use in filings under federal or state securities laws; (d) Seller and each of the Principal Shareholders shall take such actions as may be reasonably requested by IntriCon or Buyer to cause Xxxxxxxx’ accountants to cooperate with and assist IntriCon and Buyer and their authorized representatives to the extent reasonably requested by them; and (e) Seller and each of the Principal Shareholders shall promptly deliver to IntriCon and Buyer all correspondence, papers, documents and other items and materials received by him or found to be in its or his possession which pertain to Xxxxxxxx’ Business or the Specified Assets. At any time and from time to time after the Closing Date, at IntriCon’s request and without further consideration, Seller and each of the Principal Shareholders shall promptly execute and deliver all such further agreements, certificates, instruments and documents and perform such further actions as IntriCon or Buyer may reasonably, in order to fully consummate the transactions contemplated by this Agreement and fully carry out the purposes and intent of this Agreement.
Transition and Cooperation. From and after the Closing Date, (a) Seller shall fully cooperate to transfer to Buyer the control and enjoyment of the Store Operations and the Purchased 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 Store Operations and the Purchased 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 to the Store Operations or the Purchased Assets.
Transition and Cooperation. You acknowledge and agree that your agreement to fully cooperate with the Company with respect to the provisions of this Section 5 in its entirety is a material term of this Retirement Agreement. The failure by you to cooperate fully, within reason, with the Company is a material breach of this Retirement Agreement.
(a) You acknowledge and agree that at all times until and through the Retirement Date, you will carry out your duties and responsibilities in a manner consistent with and in compliance with the Employment Agreement, including but not limited to Sections 2.3 and 2.4 thereof.
(b) As requested by the Company’s Chief Executive Officer or the Board, you agree to assist and cooperate in transitioning to the new Chief Information Officer and/or any other Company designees all of your responsibilities and duties for the Company.
(c) You agree to cooperate with the Company and its attorneys and other representatives as may be reasonably required concerning any past, present or future legal matters that relate to or arise out of your employment with the Company, with the understanding that any meetings you are required to attend are scheduled at mutually agreeable times. You acknowledge that you have advised, and, through the Retirement Date, will advise, the Board of all facts of which you are aware that constitute or might constitute violations of the Company’s code of conduct or equivalent, ethical standards, Human Resource policies, or legal obligations.
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. 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. 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 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.
