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. 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.
Transition and Cooperation. From and after the Closing Date: (a) each of the Principal Stakeholders shall fully cooperate with GSI and the Company to transfer to GSI and the Company the ownership and control of the Company Business and Assets of the Acquired Companies; (b) each of the Principals Stakeholders shall fully cooperate with GSI in connection with the preparation and audit of any financial statements of the Acquired Companies 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) each of the Principal Stakeholders shall promptly deliver to GSI all of the Acquired Companies’ 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 delivered to GSI or to be made available to GSI 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) each of the Principal Stakeholders shall take such actions as may be reasonably requested by GSI or Company to cause the Company’s accountants to cooperate with and assist GSI and Company and their authorized representatives to the extent reasonably requested by them at the GSI’s and/or Company’s sole expense; and (e) each of the Principal Stakeholders shall promptly deliver to GSI and the Company all correspondence, papers, documents and other items and materials received by him or found to be in his possession which pertain to the business or the Assets of the Acquired Companies; provided, however, that the Principal Stakeholders may retain copies of such documents and materials for audit and fund reporting purposes. At any time and from time to time after the Closing Date, at GSI’s request and without further consideration (but at GSI’s expense), each of the Principal Stakeholders shall promptly execute and deliver all such further agreements, certificates, instruments and documents and perform such further actions as GSI may reasonably request at GSI’s sole expense, 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 reasonably required in connection with the continuation o...
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. 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.
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.
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. 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, (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.
