Closing Cooperation. The Closing shall take place at the office of Xxxxx Xxxx LLP, 000 Xxxxx Xxxxxxxx, Xxxxx 0000, Xx. Xxxxx, Xxxxxxxx at 10:00 a.m. local time on November 30, 2000, or, if the conditions to the Closing are not by then satisfied, upon satisfaction of such conditions, the date on which the Closing actually occurs being referred to herein as the "Closing Date." Each Party shall reasonably cooperate, as to matters under such Party's control, in the satisfaction of conditions to the obligations of the Parties at the Closing; provided, that the foregoing shall not require either Party to waive any condition herein to its obligations at the Closing or to incur any substantial cost not otherwise required hereunder.
Closing Cooperation. Each of the Parties shall use its commercially reasonable efforts to satisfy the closing conditions for each Closing set forth in Article 8 and to take, or cause to be taken, or to do, or cause to be done, all things necessary to satisfy the conditions to the obligations under the Transaction Documents of the Parties over which each has Control and to cause the transactions contemplated under the Transaction Documents to be consummated, in accordance with the terms thereof, and, where required by the Transaction Documents, prior to the applicable Closing.
Closing Cooperation. (a) At any time or from time to time after the Closing, at Purchaser's request and without further consideration, Seller shall execute and deliver to Purchaser such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, all of the Business and the Assets, and, to the full extent permitted by Law, to put Purchaser in actual possession and operating control of the Assets and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Seller to fulfill its obligations under this Agreement and the Operative Agreements.
Closing Cooperation. The Closing shall take place at the office of the Seller at 10:00 A.M. local time on December 28, 2000, or, if the conditions to the Closing are not by then satisfied, upon satisfaction of such conditions, the date on which the Closing actually occurs being referred to herein as the "Closing Date." Each Party shall reasonably cooperate, as to matters under such Party's control, in the satisfaction of conditions to the obligations of the Parties at the Closing; provided, that the foregoing shall not require either Party to waive any condition herein to its obligations at the Closing or to incur any substantial cost not otherwise required hereunder.
Closing Cooperation. At any time or from time to time after the Closing, the parties hereto shall execute and deliver to Buyer such other documents and instruments, provide such materials and information and take such other actions as any party hereto may reasonably request in order that the requested party fulfill its obligations under this Agreement which were to be performed at or prior to the Closing.
Closing Cooperation. Following the Closing and upon reasonable notice by any General Partner or Managing Owner, BPLP covenants and agrees to provide (or cause to be provided) to the representatives, employees, counsel, accountants and other authorized agents of such General Partner or Managing Owner reasonable access, during normal business hours, to all books and records and other materials with respect to the Partnerships and/or the Parcels, including, without limitation, due diligence materials delivered by the Managing Owners (or their representatives) to Purchasers during the Study Period or otherwise under this Agreement relating to periods prior to Closing or any obligation of the General Partners under this Agreement (the "Records and Materials") in connection with the preparation of tax returns and financial reporting matters, audits and other business purposes. In connection therewith, BPLP covenants and agrees to permit the General Partners and their representatives to examine and copy the Records and Materials to the extent reasonably requested and at the sole expense of the General Partners and Managing Owners, provided such actions do not unreasonably disrupt the normal course of business of BPLP or the Partnerships. BPLP further covenants and agrees to use reasonable efforts to cooperate with the General Partners and Managing Owners in connection with any tax audit or similar proceedings involving or otherwise relating to any Partnership or any Owner with regard to a Partnership or the transactions contemplated herein, provided that BPLP shall not incur any liability on account thereof and all costs and expenses incurred in affording such cooperation are paid by the affected Owner.
Closing Cooperation. After the Closing, without further consideration: (a) Mark XX xxx PLC shall, and shall cause their respective officers, directors, employees, representatives, Affiliates and agents to, take all such further actions and execute, acknowledge and deliver all such further consents and other documents as the Buyer may reasonably request to facilitate or effect the transactions contemplated hereby or pursuant to the Ancillary Agreements; and (b) the Buyer shall, and shall cause each of the Audio Products Group Companies and its and their respective officers, members, directors, employees, representatives, Affiliates and agents, to take all such further actions and execute, acknowledge and deliver all such further consents and other documents as Mark XX xxx reasonably request in order to facilitate or effect the transactions contemplated hereby or pursuant to the Ancillary Agreements. Mark XX xxx PLC shall also provide cooperation and information with respect to ongoing legal matters relating to the Audio Products Group Companies and shall use reasonable commercial efforts to cause any lawyers or law firms who currently provide services to any Audio Products Group Company to cooperate in providing information or services to any Audio Products Group Company in connection with such matters after the Closing. In addition, Mark XX xxx PLC shall use reasonable commercial efforts, and shall use reasonable commercial efforts to cause their respective officers, directors, employees, representatives and agents, to take all such further actions
Closing Cooperation. From and after the Closing, the Parties shall cooperate with each other and take such actions as may be reasonably requested and are consistent with the provisions of this Agreement to obtain for the requesting Party the benefits of the transactions contemplated hereby. Indemnification.
Closing Cooperation. Purchaser and S1 shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns following the Closing and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Purchaser shall fully cooperate with S1 in the completion of all of Davidge's books and records for any period prior to the Closing Date. Pxxxxxxxx and S1 further agree (A) to retain all books and records with respect to Tax matters pertinent to Davidge relating to any taxable period beginning before the Closing Datx xxxxx the expiration of the statute of limitations (and, to the extent notified by Purchaser or S1, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Purchaser or S1, as the case may be, shall allow the other party to take possession of such books and records.
Closing Cooperation. Subject to the limitations set forth elsewhere in this letter agreement, the parties will cooperate with each other and with the Company in consummating the Transactions. Without limiting the generality of the foregoing:
