Buyer Cooperation. Buyer shall use commercially reasonable best efforts to assist Seller and its Subsidiaries in obtaining the Consents, Pre-Closing Educational Notices/Consents, the other Consents and any other consent, license or Educational Approval, including, without limitation, (i) agreeing to any adjustments to the terms of the agreements with any Person (provided that neither Party hereto shall be required to agree to any increase in the amount payable with respect thereto) and (ii) executing agreements to effect the assumption of such agreements on the Closing Date.
Buyer Cooperation. Buyer and Supplier will use their best efforts to review, approve and exchange documents, data and other information necessary or helpful to Supplier’s performance of the Services on a timely basis. Buyer acknowledges that the failure to timely turnaround documents necessary to Supplier’s performance of the Services may adversely affect Supplier’s ability to perform the Services or perform the Services within the deadlines set forth in the order. As such, Supplier has no liability for delay, or for failure to timely meet any milestones or other deadlines, and all applicable dates and deadlines will automatically be extended by at least the length of the delay should Buyer fail to comply with this Section
Buyer Cooperation. If a Buyer's Transponder fails to meet the Performance Specifications, Buyer shall use all reasonable efforts to cooperate and aid PanAmSat in curing such failure; provided that all reasonable efforts can be done at no cost to Buyer. These obligations of Buyer shall include, but not be limited to, the following:
Buyer Cooperation. The Buyer shall cooperate with the Sellers and use its reasonable best efforts to cause the conditions to the Company’s obligations to close to be satisfied (including the execution and delivery of all agreements contemplated hereunder to be so executed and delivered); and
Buyer Cooperation. 27 (c) Assignment........................................................................ 27 9.
Buyer Cooperation. Following the Closing Date, upon the written ----------------- request of Sellers or Marvel, Buyer shall, and shall cause its affiliates, officers, employees, agents and representatives to, reasonably assist (i) Sellers and Marvel in defending against or objecting to any Bankruptcy Claims, and (ii) the Avoidance Litigation Trustee (as defined in the Plan) and the MAFCO Litigation Trustees (as defined in the Plan), as applicable, in prosecuting Litigation Claims (as defined in the Plan) to the extent and only to the extent that Seller or Marvel are obligated to assist the Avoidance Litigation Trustee and the MAFCO Litigation Trustee pursuant to the Plan. Buyer hereby agrees that following the Closing Date it will take all reasonable precautions and actions, including, without limitation, such precautions as Buyer employs with respect to its own books and records, to avoid the destruction or damage to the Books and Records of Sellers until the final resolution of all Bankruptcy
Buyer Cooperation. To the extent any matter covered by the foregoing covenants is subject to approval of the Management Committee under either the Partnership Agreement or the Management Agreement, either (i) Buyer shall vote in favor of such matter, or (ii) if Buyer votes against the matter, Seller shall not be liable to Buyer for breach of the applicable covenant.
Buyer Cooperation. Buyer agrees to cooperate with and assist Seller in undertaking any of the activities covered by this Environmental Agreement so as to accomplish the Seller Response Work in a cost effective and reasonable manner. Buyer shall provide Seller with reasonable written notice of any construction at or alterations to the Former Seller Properties which may adversely affect such Seller Response Work. In the event that Seller requests Buyer's cooperation or assistance with the implementation of such activities, such cooperation or assistance shall be at Seller's sole cost and expense, except with respect to incidental costs and expenses, which shall be borne by Buyer. Among other things, Buyer will allow Seller, its agents, contractors and/or subcontractors to move any temporary structures, equipment, refuse or other materials from surface areas as Seller or its contractors deem reasonably necessary to implement such activities. Buyer agrees not to damage any structures or systems installed or implemented as part of Seller's cleanup, removal, treatment or remediation activities related to Seller Indemnified Claims. Buyer shall cooperate with governmental agencies to the extent reasonably necessary for Seller to perform the Seller Response Work.
Buyer Cooperation. BUYER acknowledges that SELLER has certain reporting and other obligations to applicable regulatory authorities, including, without limitation, FDA (collectively, “Regulatory Authorities”). BUYER shall fully cooperate with SELLER and provide any reports or information as may be requested by SELLER regarding the Products. Without limiting the generality of the foregoing or any other obligations hereunder, BUYER shall immediately notify SELLER upon its receipt of any customer or consumer complaint of any adverse event or injury or upon its receipt of any inquiry from a Regulatory Authority regarding the Products. BUYER also shall fully cooperate with SELLER in the event of any inspection by a Regulatory Authority or in the event of a Product recall.
Buyer Cooperation. Subject to the terms and conditions of this Agreement, Buyer shall direct its very best efforts to cause Buyer, its officers, directors, employees, accountants, consultants, advisors and agents, to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement.
