Certain Cooperation. From and after the applicable Closing Date until December 31, 2015, but only for so long as the Purchaser Parties have an interest in and the ability to Control such Equity Asset or Purchased Entity, with respect to any Equity Asset or Purchased Commercial Loan (which in the case of the Purchased Commercial Loans shall be limited to legal fees and other third-party borrower-reimbursable costs incurred by the Seller Parties prior to the Closing of the applicable Purchased Commercial Loan), the Purchaser Parties shall (a) reasonably cooperate with the Seller Parties to invoice and accept payments from the applicable third party in connection with such invoice (without any obligation to engage a collection agency, send any demand notice (it being agreed that an invoice shall not constitute a demand notice), xxx any third party, exercise any legal remedies under any applicable Contract or incur any expenses (other than de minimis expenses) over and above the expense of invoicing) any amounts payable by an Obligor or other third party to the Seller Parties or any Equity Entity for periods prior to the applicable Closing Date with respect to the Transferred Equity Asset or Purchased Commercial Loan, and (b) to the extent that any such amounts are received by any Purchaser Party or Affiliate thereof and the Seller Parties are entitled to such amounts under the Agreement, to promptly pay such amounts to the applicable Seller Party.
Certain Cooperation. Following the date hereof and prior to the Closing, the parties will cooperate and discuss in good faith to determine whether there are any mutually agreeable changes to this Agreement that would minimize the aggregate Tax liability to the parties resulting from the transactions contemplated hereby, including regarding the components of the aggregate Purchase Price (or reduction thereof) and the allocation of the Purchase Price among the Acquired Assets and Assumed Liabilities, but that would also ensure that each party receives, in the aggregate, the same economic benefits under this Agreement and any other related agreement as each party would have received absent any such changes and that would not reasonably be expected to prevent or materially delay the Closing.
Certain Cooperation. In the event that any Covered Shares are not at any time following the Effective Time held of record by a member of the Xxxxxx Group, then Splitco and the Xxxxxx Group shall cooperate reasonably with Xxxxxx, including by obtaining any requested written confirmation to Splitco’s inspector of elections or other action on the part of the Depositary Trust Company, any custodian of such Covered Shares or other applicable Person, to facilitate and ensure Xxxxxx’x ability to vote the Covered Shares as contemplated by this Agreement and the Xxxxxx Proxy. For the avoidance of doubt, the foregoing is not intended to and shall not create any inference that any Covered Shares may be transferred or held in any manner except in compliance with the Xxxxxx Proxy.
Certain Cooperation. The Parties shall reasonably cooperate with each other in respect of all documents that need to be signed in respect of the return or assignments contemplated in this Article 18.
Certain Cooperation. It is acknowledged that an immaterial number of employees who are currently classified as either Remainco Employees or Spinco Employees provide services for both the Spinco Business and the Remainco Business, and that these employees may need to redistributed between Remainco and Spinco, as applicable, following the Spinco Distribution Date to satisfy prevailing business needs. The Parties agree to cooperate and redistribute such employees as necessary (such agreement not to be unreasonably withheld, conditioned or delayed). As of the effective date of each such transfer of employment, the Remainco Employee or the Spinco Employee, as applicable, shall be reclassified as a Remainco Employee or a Spinco Employee, as applicable.
Certain Cooperation. (a) After Closing, in connection with the rights and obligations of any Party set forth in this Agreement and the Ancillary Agreements, each of the Parties will provide such Party with all reasonable cooperation (which shall include reasonable access during normal business hours to the assets, properties, books and records, officers and employees of such other Parties) requested by such Party that such Party in good xxxxx xxxxx necessary in connection with protecting such rights or fulfilling such obligations.
Certain Cooperation. Provided Federal-Mogul determines, in its sole discretion, that it does not interfere with the operations of the Business, Federal-Mogul agrees to provide, and shall cause its Representatives to provide, reasonable cooperation in connection with the arrangement of any financing to be consummated contemporaneous with or at the Closing in respect of the transactions contemplated by this Agreement and the other Transaction Documents, including without limitation, participation in meetings, due diligence sessions, and the preparation of offering memoranda, all at the Buyer's sole expense. In addition, Federal-Mogul shall use its commercially reasonable efforts to cause Ernst & Young LLP to consent to the inclusion of the Audited Financial Statements in any Securities and Exchange Commission filings to be made by TransDigm, Inc. if such Audited Financial Statements are required to be included therein.
Certain Cooperation. (a) The Parent may undertake efforts to procure and/or amend one or more third party debt financing arrangements in connection with the Contemplated Transactions (the “Debt Financing”). Prior to the Closing, the Company shall, and shall cause its Subsidiaries and the Representatives of the Company and its Subsidiaries to, provide reasonable cooperation in connection with the Debt Financing (and/or any substitute or related debt financing transactions), including reasonable assistance with the preparation of customary offering documents, bank information memoranda, securities offering material, prospectuses and other pertinent information (including historical and pro forma financial statements and information) regarding the Company and its Subsidiaries, that Purchaser may reasonable request; provided, that, nothing in this Section 5.07 shall require any such cooperation to the extent that it would (1) require the Company or its Subsidiaries to waive or amend any terms of this Agreement, (2) require the Company or any of its Subsidiaries to (x) agree to pay any commitment or other fee or reimburse any expenses in connection with the Debt Financing prior to the Closing or (y) give any indemnity, pledge any collateral or take any similar action that is not contingent on the Closing, (3) unreasonably interfere with the ongoing business or operations of the Company and its Subsidiaries, (4) require any of the Company or its Subsidiaries to take any action that would (v) jeopardize any attorney-client privilege, (w) violate its respective Organizational Documents or certificates of incorporation or bylaws (or comparable documents), (x) violate any applicable Law, (y) other than with respect to the payoff of existing Indebtedness contemplated pursuant to the payoff letters to be delivered pursuant to Section 5.05 (and related Lien release and similar documentation), constitute a material default under, or give rise to any right of termination, cancellation or acceleration of any material right or obligation of the Company or any of its Subsidiaries or to a loss of any material benefit to which the Company or any of its Subsidiaries is entitled under any provision of any material agreement binding upon the Company or any of its Subsidiaries or (z) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (except any Lien on any of their respective assets that becomes effective only upon the Closing), (5) require the Co...
Certain Cooperation. 27 Article 13. PERSONNEL MATTERS 13.1 Employee Lists.............................................. 27 13.2 Offers of Employment........................................ 28 13.3
Certain Cooperation. Seller agrees that it shall provide Buyer upon ------------------- written request of Buyer copies of historical financial data for the Properties for the years 1995 and 1996 and 1997 year-to-date information up to the date of Closing (including monthly and calendar quarter summaries within those periods), including lease operating statements and lease operating costs reports and shall allow Buyer's employees and representatives reasonable access upon prior written notice to supporting records, invoices and other source documents insofar as required to comply with Buyer's legal reporting requirements, provided, however, that Seller shall provide only such data as it has in its possession and shall not be obligated to generate such data in any particular form or format.
