Cooperation by Sellers. Sellers and the Shareholders shall use their reasonable best efforts to cooperate with Purchaser to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties as shall be required in order to enable Sellers and the Shareholders to effect the transactions contemplated on its or his part hereby, and Sellers and the Shareholders shall otherwise use their reasonable 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. Sellers and the Shareholders further agree to deliver to Purchaser prompt written notice of any event or condition which if it existed on the date of this Agreement, would result in any of the representations and warranties of Sellers or the Shareholders contained herein being untrue in any material respect.
Cooperation by Sellers. From the date hereof and through the Closing Date, Sellers shall use Commercially Reasonable Efforts, and shall cooperate with Purchasers, to promptly secure all necessary consents, approvals, authorizations, exemptions, and waivers from third parties as shall be required in order to enable Sellers to promptly effect the transactions contemplated hereby and shall otherwise use Commercially Reasonable Efforts to cause the prompt consummation of such transactions in accordance with the terms and conditions hereof.
Cooperation by Sellers. Sellers shall use their reasonable best ---------------------- efforts to cooperate with Buyer to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties as shall be required in order to enable Sellers to effect the transactions contemplated hereby, and Sellers shall otherwise use their reasonable 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. Sellers further agree to deliver to Buyer prompt written notice of any event or condition known to or discovered by Sellers, which if it existed on the date of this Agreement or on the Closing Date, would result in any of the representations and warranties of Sellers contained herein being untrue in any material respect.
Cooperation by Sellers. 35 5.11 CASH WITHDRAWALS...............................................................................35 5.12
Cooperation by Sellers. Prior to the Closing, Sellers shall:
Cooperation by Sellers. 32 4.02. Conduct of Business.....................................................................33 4.03. Access..................................................................................34 4.04. No Solicitation.........................................................................35 4.05. Disclosure Schedules....................................................................36 4.06. Resale Exemption Certificates...........................................................36
Cooperation by Sellers. (a) From the date hereof and prior to the Closing, Sellers shall use their best efforts, and will cooperate with Parent and Buyer, to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties as shall be required in order to enable Sellers to effect the transactions contemplated hereby, and shall otherwise use their best efforts to cause the consummation of such transactions in accordance with the terms and conditions hereof.
Cooperation by Sellers. To facilitate the hiring by or on behalf of Buyers (or one or more of their affiliates) of the Business Employees and TSA Employees, Sellers shall, and shall cause their applicable affiliates to, permit Buyers to meet and otherwise contact such employees during the time periods set forth in Section 6.1(a); provided, however, that Sellers and Buyers shall cooperate to ensure that such initial contact with the Business Employees will be made, at the latest, twenty (20) business days after the date hereof, and such initial and subsequent pre-Closing contacts will be conducted at reasonable times and upon reasonable notice and at all times in a manner that is reasonably acceptable to Sellers.
Cooperation by Sellers. 32 6.11 Negotiation with Others...............................................33 6.12
Cooperation by Sellers. Sellers shall provide HK or Purchaser ---------------------- with (i) such assistance as may reasonably be requested by HK or Purchaser in connection with the preparation of any Return or in connection with any audit or other examination by any taxing authority or any judicial or administrative proceedings relating to liability for Taxes, (ii) any records or other information which may be relevant to any such Return, audit or examination, proceeding or determination, and (iii) any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Return of the other for any period. Without limiting the generality of the foregoing, Sellers shall retain, until the applicable statute of limitations (including any extensions) have expired, copies of all Returns, supporting work schedules and other records or information which may be relevant to such Returns for all tax periods or portions thereof ending before or including the Closing and shall not destroy or otherwise dispose of any such records without first providing the Purchaser with a reasonable opportunity to review and copy the same.
