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. 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 Share Exchange 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, the parties will take all such lawful and necessary action.
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 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. At all times prior to the Closing Date or termination of this Agreement pursuant to Article XIV, each party shall cooperate with the others to the end that the parties shall (a) 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 in the Transaction Documents and (b) 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 commercially reasonable efforts to expedite the review process and to obtain, or cause to be obtained, 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. Notwithstanding the foregoing, in no event shall Purchaser, Newco, any Seller or any of their respective Affiliates be obligated, in order to obtain any such Required Governmental Approval or Required Contractual Consent, (i) to make any payments to third parties (other than filing fees payable to Authorities); (ii) to consent to any change in the terms of any agreement or arrangement which would be materially adverse to its interests or the interests of its Affiliates; (iii) to make any disposition, including, without limitation, any disposition of any asset, business or line of products; or (iv) to comply with any condition or undertaking or take any action which is reasonably unacceptable to it. Purchaser, on the one hand, and Sellers, on the other hand, shall each be responsible for fifty percent (50%) of the costs and expenses incurred or fees paid to Authorities to obtain the Required Governmental Approvals, the Required Contractual Consents and/or such Licenses or Permits.
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 by this Agreement, 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 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. 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. 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.
Cooperation; Consents. The Parties will use good faith efforts to cooperate with each other in matters relating to the provision and receipt of Services. Such cooperation shall include exchanging information, providing electronic access to technology systems used in connection with the Services and obtaining all third party consents, licenses, sublicenses or approvals necessary to permit each Party to perform its obligations hereunder (including by way of example, not by way of limitation, rights to use third party software needed for the performance of Services), including those set forth in Schedule D. The costs of obtaining the third party consents, licenses, sublicenses or approvals listed in Schedule D shall be borne by the Party specified in the Schedule as responsible to pay such costs or proportion of such costs; provided, however, where the necessary third party consent, license, sublicense or approval is not listed in Schedule D, the costs of obtaining such consent, license or approval shall be borne by the providing Party, unless the third party consent, license, sublicense or approval is obtained for the primary purpose of providing the Services to the receiving Party, in which case the receiving Party will pay such costs. In the event that a consent required to perform a Service in accordance with this Agreement is not obtained, the Parties shall cooperate with each other and act in good faith to ascertain and obtain reasonable alternative arrangements to allow the Service(s) in question to be provided.
