Cooperation; Consents. Prior to the Closing, each party shall cooperate with the other parties to the end that the parties shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all authorities and other persons the consent or approval of which, or the license or permit from which is required for the consummation of the Acquisition and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations.
Cooperation; Consents. Seller and the Purchaser shall, except as otherwise provided herein, use reasonable best efforts to fulfill the conditions precedent to the other applicable Party’s obligations under this Agreement. Without limiting the foregoing, the Parties shall cooperate with, and do all things reasonably requested to assist, one another: (i) in the prompt preparation and filing (which filing shall occur as quickly as practicable consistent with the Parties’ obligations herein) of any filings required with respect to any Required Governmental Consents, including in connection with the making of such filings and providing copies of all documents to the non-filing Party’s advisors prior to filing and, if requested, accepting reasonable additions, deletions, or changes suggested in connection therewith; and (ii) in seeking timely to obtain all Required Governmental Consents or to make any related filings. The Parties shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any applicable Governmental Authority and shall comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested in connection with the filings made hereunder pursuant to Applicable Law as required to facilitate obtaining promptly the Required Governmental Consents. Any such supplemental information shall be in substantial compliance, with the requirements of Applicable Law. Each Party shall use reasonable best efforts to obtain expiration or termination of the waiting period under any clearance required with respect to any Required Governmental Consents for the consummation of the transactions contemplated by this Agreement. All fees, expenses and disbursements incurred by Purchaser, Seller, the Company, GETRAG All Wheel Drive, any Affiliate of Seller or Purchaser or third party Person (provided that, with respect to third party Persons, such expenses are payable by any of Purchaser, Seller, the Company, GETRAG All Wheel Drive or an Affiliate of Seller or Purchaser) in connection with the matters referred to in this Section 6.1(b) shall be borne by Purchaser whether or not incurred by Purchaser or on its behalf. For the avoidance of doubt, the fees, expenses and disbursements referenced in the preceding sentence shall not include any fees of Seller’s, or its Affiliate’s counsel.
Cooperation; Consents. Each of the Company, the Exchanging Members, Silver Parent and Silver OP shall cooperate and use its reasonable best efforts to effect and consummate, in accordance with this Agreement, any Exchange, including to obtain any necessary third party consents and regulatory approvals, in connection with or as a result of any Exchange (it being understood and agreed that no such consent shall be a condition to the closing of any Exchange); provided that, notwithstanding anything to the contrary in this Section 8.4, if the Company, any Exchanging Member, Silver Parent or Silver OP is prohibited by law (including by reason of an injunction), the consequence of violation of which would be other than de minimis to Silver Parent, any of its Subsidiaries or any of their respective directors, officers or employees, from consummating any Exchange until approval is obtained, or any applicable waiting period under the HSR Act (as defined in the Merger Agreement) expires, the Company, any Exchanging Member, Silver Parent and Silver OP shall not be required to consummate such Exchange until the date that is five (5) Business Days after such approval is obtained or expiration occurs, as applicable.
Cooperation; Consents. Prior to the Closing, each party shall cooperate with the other parties to the end that the parties shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all authorities and other persons the consent or approval of which, or the license or permit from which is required for the consummation of the Acquisition and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations. If, at any time after the date of this Agreement, any further action is necessary or desirable to carry out the purposes of this Agreement or the Voting Agreement entered into by Top Favour and certain Ableauctions Shareholders as of this same date, the parties will take all such lawful and necessary action.
Cooperation; Consents. Prior to the Closing, each party shall cooperate with the other parties to the end that the parties shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all authorities and other persons the consent or approval of which, or the license or permit from which is required for the consummation of the Transaction and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations. The Company will take all actions necessary under applicable securities laws in connection with the offering and issuance of the Company Shares.
Cooperation; Consents. Prior to the Closing Date, each party shall --------------------- cooperate with the other to the end that the parties shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all Authorities and other Persons the consent or approval of which, or a license or permit from which, is required for the consummation of the transactions contemplated herein and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations. The parties shall also use their respective best efforts to expedite the review process and to obtain all such necessary consents, approvals, licenses and permits as promptly as practicable. To the extent permitted by Applicable Law, the parties shall request that each Authority or other Person whose review, consent or approval is requested to treat as confidential all information which is submitted to it.
Cooperation; Consents. 6.1 Subject to the closing of the acquisition described in Section 2, Lake Ashton I shall perform all actions so required and execute all documents reasonably requested or necessary by Lake Xxxxxx XX to effectuate Lake Ashton I’s support for Lake Ashton II’s pursuit of a grant of powers under Section 190.012(2)(a), Florida Statutes, from Lake Wales and/or the County. Provided however, Lake Xxxxxx XX shall be responsible for pursuing such powers at its sole cost and Lake Ashton I’s financial responsibility shall be limited to the fees of its legal counsel in providing advice related to this Section 6.1.
6.2 Subject to the closing of the acquisition described in Section 2, Lake Ashton I shall perform all actions so required and execute all documents reasonably requested or necessary by Lake Xxxxxx XX to effectuate Lake Ashton I’s support for boundary amendment petitions to be filed related to the non-residential lands described in Exhibit F (“Boundary Amendment Parcels). Said boundary amendments are intended to remove the Boundary Amendment Parcels from the boundaries of Lake Ashton I and add them to the boundaries of Lake Xxxxxx XX. Provided however, Lake Xxxxxx XX shall be responsible for pursuing such boundary amendments at its sole cost and Lake Ashton I’s financial responsibility shall be limited to the fees of its legal counsel in providing advice related to this section 6.2.
6.3 To the extent required by Florida law, Lake Ashton I will cooperate in the establishment of fees for the use of the portion of the Golf Club located within its boundaries in such a manner equal to the fees set by Lake Xxxxxx XX for the use of the portion of the Golf Club located within Lake Ashton II’s boundaries in order to ensure all users of the Golf Club can utilize the portions in each of the Districts respective boundaries on an equal fee basis. For all avoidance of doubt, this Section includes, but is not limited to, ensuring Lake Ashton I’s residents and landowners and the residents and landowners of Lake Xxxxxx XX can utilize the Golf Club on an equal fee basis.
6.4 Lake Ashton I and Lake Xxxxxx XX shall cooperate to effectuate the conveyance of portions of the Golf Club Property to each District, as described in Section 2.
Cooperation; Consents. Buyer and Sellers shall reasonably cooperate with each other and their respective counsel and accountants in connection with any actions reasonably required to be taken as part of their respective obligations under this Agreement, and Buyer and Sellers shall execute such other documents as may be reasonably necessary or desirable to obtain such Consents or to implement and consummate this Agreement, and otherwise use their commercially reasonable efforts to consummate the transactions contemplated by this Agreement and to fulfill their obligations under this Agreement. Sellers and Buyer shall each diligently make, and cooperate with the other in making, all commercially reasonable efforts to obtain or cause to be obtained prior to the Closing Date all Consents from third Persons that are parties to Assumed Contracts without any change in the terms or conditions of any Assumed Contract or Station License that could reasonably be expected to be materially less advantageous to Buyer than those pertaining under the Assumed Contract or Station License as in effect on the date of this Agreement. Anything to the contrary herein notwithstanding, Sellers shall not be required to pay any fees or provide or deliver any other consideration to any Person in order to obtain any Consent of such Person. Buyer agrees to use all commercially reasonable efforts to assist Sellers in obtaining such Consents, and to take all commercially reasonable actions necessary or desirable to obtain such Consents, including executing such assumption instruments and other documents as may be required in connection with obtaining the Consents. Sellers will reasonably cooperate with Buyer in Buyer’s efforts to obtain title policies and surveys relating to the Real Property.
Cooperation; Consents. Each Party shall use commercially reasonable best efforts to (a) cause the conditions to the other Party’s obligation to effect the Merger set forth in Article VIII to be satisfied, and (b) obtain all consents, waivers and approvals required to effect the Merger and vest in the Merged CUD all rights and benefits of each Party. The foregoing shall include, without limitation, consents necessary if any, from the Vermont Community Broadband Board and the Vermont Public Utility Commission.
Cooperation; Consents. Prior to the Closing Date, each party shall cooperate with the other to the end that the parties shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all Authorities and other Persons the consent or approval of which, or a license or permit from which, is required for the consummation of the transactions contemplated herein and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations. The parties shall also use their respective best efforts to expedite the review process and to obtain all such necessary consents, approvals, licenses and permits as promptly as practicable. To the extent permitted by Applicable Law, the parties shall request that each Authority or other Person whose review, consent or approval is requested treat as confidential all information which is submitted to it. Seller and Purchaser shall bear their own costs and expenses incurred or fees paid to Authorities to obtain any governmental approvals and contractual consents. Each Party shall bear its own costs and expenses (including fees paid to authorities) incurred to obtain such consents, approvals, licenses or permits.
