Cooperation by Purchasers Sample Clauses

Cooperation by Purchasers. Purchasers will, and will cause Company to, provide reasonable cooperation to Sellers in performing their obligations hereunder, including: (a) giving Sellers prompt written notice of any claim, demand, or other notice with respect to which indemnity may be sought under this Article VIII; (b) providing Sellers and Sellers’ agents, contractors and consultants, and relevant government officials, with reasonable access (at no charge) to the Real Property to conduct any necessary investigation or remedial action, including sampling, monitoring, treatment, installation of equipment, construction of facilities, removal and disposal, subject to reasonable regulation of access to Company’s property (such as the requirement of proof of insurance); provided that Purchasers shall not be required to provide access for any Environmental Response Actions that require Purchasers, the Company or their respective Affiliates to halt or suspend any material operations on the Real Property for a period longer than 1 hour; (c) executing any orders, permits, applications or agreements to effectuate Sellers’ obligations hereunder; (d) providing Sellers and their agents, contractors and consultants with any records, documents and other data in its possession and requested by Sellers relevant to indemnification obligations, provided that such records, documents and other data are not attorney-client privileged or attorney work-product; (e) executing and permitting to be recorded such additional documents as any governmental authority may require with respect to the Santa Clarita Real Property to effectuate the restrictions provided in the environmental restriction on property referenced in Section 8.6 (and such reasonable similar restrictions to effectuate Sellers’ obligations hereunder with respect to the Pacoima Real Property should U.S. Purchaser or Company or their affiliates ever purchase the Pacoima Real Property); (f) avoiding unreasonable interference with Sellers’ Environmental Response Actions, including with respect to equipment installed by Sellers in connection therewith, so long as such installation does not materially or unduly interfere with the operations of the Business; (g) allowing Sellers use of sewer connections and utilities (provided that Sellers reimburse Purchasers any additional changes associated with such use); and (h) otherwise providing such assistance reasonably necessary to enable Sellers to comply with their obligations hereunder; provided, howeve...
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Cooperation by Purchasers. Except with respect to any claim described in Section 14.3, in the event U.S. Seller or U.K. Seller is required to defend against, or desires to prosecute, any action, suit or proceeding arising out of a claim pertaining to the Global Business prior to the Closing Date, Purchasers shall, and shall cause Company to, provide such assistance and cooperation, including, witnesses and documentary or other evidence as may reasonably be requested by such Seller in connection with its defense. Sellers shall reimburse Purchasers and Company for their reasonable out-of-pocket expenses incurred in providing such assistance and cooperation.
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Cooperation by Purchasers. 89 10.2. Books and Records; Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90 10.3. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90 10.4. Release of Seller from Certain Obligations; Surety Bonds . . . . . . . . . . . . . . . . . . 90 10.5. Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91 10.6.
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Cooperation by Purchasers. Subject to Sections 2.5 and 2.6, each of Purchasers will use their best efforts, and will cooperate with Seller, to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties as shall be required in order to enable such Purchaser to effect the transactions contemplated on its part hereby, and each Purchaser will otherwise use its best efforts to cause the consummation of such transactions in accordance with the terms and conditions hereof and to cause all conditions contained in this Agreement over which it has control to be satisfied. Nothing in this Section 10.1 or any other provision of this Agreement shall require any Purchaser to agree to divest all or any portion of the Power Generation Business or to take any other action that may in the reasonable judgment of FW materially adversely affect the conduct of the Power Generation Business or a related business conducted by FW or any of its Affiliates in order to obtain any consent or approval (including, without limitation, under the HSR Act) necessary to consummate the transactions contemplated by this Agreement.
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Cooperation by Purchasers. Each Purchaser (or subsequent holder) of Preferred Shares or Warrants agrees to provide the Company promptly with such information with respect to the Purchaser and the Securities held by such Purchaser as the Company may reasonably request in connection with the Company's fulfillment of its obligations hereunder or any of the documents executed in connection herewith.
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Cooperation by Purchasers. The Purchasers agree to comply with all reasonable requests of the Underwriter's Representative made in connection with any public offering in which such Purchasers participate, including, but not limited to, the execution of lock-up agreements and the making of reasonable representations and warranties related to such Purchaser, provided, however, that such lock-up agreements are also entered into by the Company's executive officers and directors and are for a period of no more than 120 days.
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Related to Cooperation by Purchasers

  • Cooperation by Holders The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

  • Investigation by Purchaser Seller will (a) provide Purchaser and its officers, employees, counsel, accountants, financial advisors, potential lenders, Purchaser's and potential lenders' consultants and other representatives (collectively, "Representatives") with full access, upon reasonable prior notice and during normal business hours, to the Employees and such other officers, employees and agents of Seller who have any responsibility for the PSE Colstrip Interests, to Seller's accountants and, subject to the terms and conditions of the Colstrip Contracts, to the Assets (including, to the extent it is within Seller's power to do so, access to the Colstrip 1, 2, 3 and 4 site), but only to the extent that such access does not unreasonably interfere with Seller's business and the operation of the Assets, (b) make available to Purchaser and its Representatives, upon request, a copy of each report, schedule or other document filed or received by Seller between the Bid Date and the Closing with or from the SEC, FERC, EPA, WUTC or any other relevant Governmental or Regulatory Authority and relating to the ownership, operation and maintenance of the Assets or the transactions contemplated by this Agreement, and all such information and data (including copies of Business Contracts, Transferable Permits, Fuel Contracts, Colstrip Contracts, and other Books and Records) concerning the ownership, operation and maintenance of the PSE Colstrip Interests and the Assets and the Assumed Liabilities as Purchaser or its Representatives reasonably may request in connection with such investigation, except to the extent that furnishing any such report, schedule, other documents, information or data would violate any Law, Order (including any protective order or similar confidentiality obligation), Contract, License or Environmental Permit applicable to Seller or by which any of its Assets and Properties is bound. In furtherance of the foregoing, Seller agrees to cooperate with Purchaser in connection with Purchaser's efforts to obtain Purchaser Financing, as defined in Section 5.07. Seller's cooperation shall include the negotiation and execution of a consent with the lenders with respect to the Operative Agreements, which consent shall include providing such lenders with rights to cure a Purchaser default under the Operative Agreements; provided, however, that Seller shall not be obligated, in connection with such cooperation or consent, to take any action or enter into any agreement that would have any adverse effect on Seller or any of its rights or benefits under this Agreement or the Operative Agreements.

  • Termination by Purchaser This Agreement may be terminated by Purchaser at any time prior to the Effective Time:

  • Indemnification by Purchasers Each Purchaser shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use therein, or to the extent that such information relates to such Purchaser or such Purchaser's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(c)(v)-(vii), the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by such Purchaser of the Advice contemplated in Section 6.5. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation.

  • Termination by Sellers This Agreement may be terminated at any time prior to the Closing Date by Sellers as follows:

  • Information by Holders The Holder or Holders of Registrable Securities included in any registration shall furnish to the Company such information regarding such Holder or Holders, the Registrable Securities held by them and the distribution proposed by such Holder or Holders as the Company may reasonably request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement. It is understood and agreed that the obligations of the Company under Article I or II are conditioned on the timely provisions of the foregoing information by such Holder or Holders and, without limitation of the foregoing, will be conditioned on compliance by such Holder or Holders with the following:

  • Investigation by Buyer Buyer has conducted its own independent review and analysis of the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Companies and acknowledges that Sellers have provided Buyer with the access requested by Buyer to the personnel, properties, premises and records of the Companies for this purpose. In entering into this Agreement, Buyer has relied upon its own investigation and analysis as well as the representations and warranties of Sellers contained in this Agreement and the Ancillary Agreements, and Buyer (a) acknowledges that none of Sellers, the Companies or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives, and (b) agrees, to the fullest extent permitted by law, that neither Sellers, the Companies nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives shall have any liability or responsibility whatsoever to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made, to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives (or any omissions therefrom), except in the case of clauses (a) and (b) as and only to the extent expressly set forth in this Agreement with respect to the representations and warranties of Sellers in Article III and subject to the limitations and restrictions contained in this Agreement.

  • Indemnification by Purchaser Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from:

  • Action by Holders Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of Article 9, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action by the Holders of the Notes, the Company or the Trustee may, but shall not be required to, fix in advance of such solicitation, a date as the record date for determining Holders entitled to take such action. The record date if one is selected shall be not more than fifteen days prior to the date of commencement of solicitation of such action.

  • Termination by Buyer This Agreement and the transaction contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by Buyer, if:

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