Certain Cooperation Sample Clauses
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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. 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), ▇▇▇ 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. 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. In the event that any Covered Shares are not at any time following the Effective Time held of record by a member of the ▇▇▇▇▇▇ Group, then Splitco and the ▇▇▇▇▇▇ Group shall cooperate reasonably with ▇▇▇▇▇▇, 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 ▇▇▇▇▇▇’▇ ability to vote the Covered Shares as contemplated by this Agreement and the ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Proxy.
Certain Cooperation. (a) From the date hereof until the Closing, the Company shall use commercially reasonable efforts and shall cause the Company’s and its Subsidiaries’ employees, advisors and other Representatives to use commercially reasonable efforts (at Parent’s sole cost and expense) to, as promptly as practicable in the context of deadlines communicated reasonably in advance to the Company by the Parent: (i) reasonably cooperate with Parent’s preparation of pro forma financial information that may be required in connection with any securities offering transaction of Parent or any of its affiliates (any such transaction, a “Financing”), in each case, to the extent required by the SEC or similar securities regulatory body as a result of the Transactions; (ii) cause the Company’s independent accountants to provide consent to use of their audit reports in materials relating to such transaction, including SEC filings or offering prospectuses that include or incorporate Parent’s or its affiliates’ consolidated financial information and their reports thereon in accordance with normal customary practice; (iii) cause the Company’s independent accountants to prepare and deliver customary “comfort letters,” in connection with any such transaction by Parent or any of its affiliates, subject to and in compliance with professional standards; (iv) reasonably cooperate with Parent’s and its Representatives’ preparation of any prospectus, or roadshow materials, or other materials to be used in “testing-the-waters”, pre-marketing or marketing processes, any listing applications to the applicable US stock exchange, any agreements or arrangements with initial purchasers, underwriters, placing agents or investors, any agreements that establish the terms of any securities to be offered or sold, as well as any other offering/listing materials; provided that any such materials shall include customary language which shall exculpate Parent, its affiliates and respective Representatives with respect to any liability related to or responsibility for the contents of such information or related offering/listing and marketing materials by the recipients thereof; and (v) to otherwise assist and cooperate with Parent’s and its Representatives’ preparation of any applicable SEC filings or offering prospectuses and in its implementation of any listing on an applicable US stock exchange.
(b) Notwithstanding anything herein to the contrary, nothing in this Section 5.17 will require any such cooperation or...
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.
Certain Cooperation. 27 Article 13. PERSONNEL MATTERS 13.1 Employee Lists.............................................. 27 13.2 Offers of Employment........................................ 28 13.3
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 ▇▇▇▇▇ ▇▇▇▇▇ necessary in connection with protecting such rights or fulfilling such obligations.
(b) Without limiting the generality of the foregoing, the Purchaser will, upon the reasonable advance written request of the Sellers (or any of their Affiliates), permit the Sellers (or their Affiliates) to have access to (and, at the expense of the Sellers, make copies of) the books and records of and other information in the possession of any of the Companies which are reasonably relevant to the Retained Litigation Matters and make available during normal business hours employees of any of the Companies to provide information and other reasonable assistance to any Seller or its Affiliates in connection with the Retained Litigation Matters; provided, however, that notwithstanding anything to the contrary in this Agreement, the Sellers will be responsible (and will reimburse the Purchaser or applicable employees of any Company) for all reasonable out-of-pocket expenses incurred by the Purchaser or such employee in connection with providing the information or assistance referred to above, it being understood that such out-of-pocket expenses will not include any salary or benefits paid or payable to any such employee.
Certain Cooperation. Coinstar agrees to provide Executive or his agents with information requested by Executive or his agents which is reasonably necessary to enable Executive to effect any filings required under applicable securities laws or which may reasonably be required by Executive in connection with the unregistered sale or other transfer of Coinstar stock owned by Executive. Coinstar further agrees, and shall cause its transfer agent, to process promptly any stock transfers by Executive for which appropriate transfer documentation (including, solely to the extent Rule 144 is applicable to such transfer, seller's and broker's documents and legal opinions customarily required for sales of restricted or control securities under Rule 144) is presented to the Company's transfer agent by Executive or his agents.