Cooperation; Efforts Sample Clauses
The "Cooperation; Efforts" clause requires the parties to work together and use a specified level of effort—such as reasonable or best efforts—to achieve certain objectives outlined in the agreement. In practice, this may involve sharing information, coordinating activities, or providing assistance necessary for the completion of joint tasks or fulfillment of contractual obligations. The core function of this clause is to ensure that both parties are actively engaged and committed to the success of the agreement, reducing the risk of non-performance due to lack of collaboration or diligence.
Cooperation; Efforts. The Buyer and the Sellers agree to reasonably cooperate, and the Sellers will cause the Company Entities to reasonably cooperate, with each other in connection with any actions reasonably required to be taken as part of their respective obligations under this Agreement and otherwise use their best efforts to consummate the transactions contemplated by this Agreement as soon as practicable.
Cooperation; Efforts. Each of the Sellers and Parent and Purchaser shall use its Best Reasonable Efforts to cooperate, assist and consult with each other to procure the entry of a sales procedures order (the “Sale Procedures Order”) promptly following receipt of the Parent Shareholder Approval and a sale order (the “Sale Order” and together with the Sale Procedures Order, the “363/365 Orders”) as promptly thereafter as practicable, in each case in the form attached hereto as Annex F. Without limiting the generality of the foregoing, the Sellers shall (i) each comply with all requirements under the Bankruptcy Code and Federal Bankruptcy Rules in connection with obtaining the 363/365 Orders, (ii) agree to proceed with their Chapter 11 Cases pursuant to and in accordance with the terms and provisions contemplated by the 363/365 Orders, in each case after the order has been entered by the Bankruptcy Court and (iii) comply or cause the compliance with the notice requirements of the 363/365 Orders, in each case after the order has been entered by the Bankruptcy Court, and any other applicable order of the Bankruptcy Court as they relate to the Chapter 11 Cases, the Federal Bankruptcy Rules (including, without limitation, Rules 2002, 6004, 6006 and 9014 of the Federal Rules of Bankruptcy Procedure) and any applicable rules of the Bankruptcy Court with respect to the transactions contemplated by this Agreement. In the event that the 363/365 Orders or any other orders of the Bankruptcy Court relating to this Agreement shall be appealed by any party (or a petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to any such order), each of the Sellers and Parent and Purchaser will cooperate in taking such steps diligently to defend against such appeal, petition or motion and each of the Sellers and Parent and Purchaser shall use its Best Reasonable Efforts to obtain an expedited resolution of any such appeal, petition or motion. Neither Parent, Purchaser nor any of the Sellers shall make any filing in the Bankruptcy Court with respect to the 363/365 Orders (or otherwise take any position in the Bankruptcy Court proceedings with respect thereto) without the express written consent of the other party, which may not be unreasonably withheld, conditioned or delayed, or otherwise that would be reasonably likely to result in the failure of the transactions contemplated hereby. Notwithstandi...
Cooperation; Efforts. (a) Subject to the terms of this Agreement and except to the extent a different standard of efforts is expressly set forth in any of the provisions of this Agreement, each of Parent, Merger Sub and the Company will use their respective reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective the Merger and the other Transactions as promptly as reasonably practicable (and in any event no later than the Outside Date), including (i) preparing as reasonably promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents and obtaining as reasonably promptly as practicable all consents and approvals necessary or advisable to be obtained from any Governmental Authority in order to consummate the Merger and the other Transactions (collectively, the “Governmental Approvals”) and (ii) as reasonably promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals.
(b) The Company and its Affiliates will give prompt written notice to Parent, and Parent and its Affiliates will give prompt written notice to the Company, of (i) the occurrence, or failure to occur, of any event which occurrence or failure to occur has resulted in or would reasonably be expected to result in the failure to satisfy or be able to satisfy any of the conditions specified in Article VI, and such written notice shall specify the condition which has failed or will fail to be satisfied; (ii) any written notice from any Person alleging that the consent of such Person is or may be required in connection with the Transactions to the extent such consent is material to the Company and its Subsidiaries, taken as a whole; and (iii) any material written notice from any Governmental Authority in connection with the Transactions; provided that the delivery of any notice pursuant to this Section 5.6(b) shall not limit or otherwise affect the remedies available hereunder to Parent and its Affiliates or the Company and its Affiliates; provided, further that the failure to deliver any such notice shall not affect the determination of the satisfaction of any of the conditions specified in Article VI.
(c) Each of the Company and Parent and their respective Affiliates shall use their respective reasonable best efforts to give any notices to third parties other ...
Cooperation; Efforts. The Parties agree to reasonably cooperate with each other in connection with any actions reasonably required to be taken as part of their respective obligations under this Agreement and otherwise use their reasonable best efforts to consummate the Transactions as soon as practicable.
Cooperation; Efforts. Subject to the terms and conditions set forth in this Agreement, including Section 5.01 (provided, that in the event of any conflict between Section 5.01 and this Section 5.02(a), Section 5.01 shall govern with respect to the matters set forth therein), the Company and Parent shall cooperate with each other and use (and (x) in the case of the Company, shall cause its Subsidiaries to use and (y) in the case of Parent, shall cause its Affiliates to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary and proper on their part under this Agreement and applicable Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement. To the extent not prohibited by applicable Law and upon the terms and subject to the terms and conditions set forth in this Agreement, each of the Company and Parent shall, and Parent shall cause each of its Affiliates to, cooperate with each other in connection with the matters contemplated by this Section 5.02, including (i) promptly notifying the other of, and, if in writing, furnishing the other with copies of (or, in the case of material oral communications, advising the other orally of) any communications from or with any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (ii) permitting the other to review and discuss in advance, and considering in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such Governmental Entity, (iii) not participating, and not permitting any of its Representatives to participate, in any meeting with any such Governmental Entity unless it notifies the other in advance and, to the extent permitted by such Governmental Entity, gives the other the opportunity to attend and participate thereat, (iv) furnishing the other with copies of all correspondence and communications (and memoranda se...
Cooperation; Efforts. Subject to the terms and conditions herein provided, each of the Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper and advisable under Applicable Law, to consummate the transactions described in this Agreement. Sellers and the Company shall use commercially reasonable efforts to obtain all Consents, approvals and waivers required to effect the transactions described in this Agreement, including, without limitation, the Required Consents and any consents or approvals necessary to insure that all Permits continue in full force and effect after the Closing Date.
Cooperation; Efforts. Except where greater efforts are expressly required pursuant to the terms hereof, Seller Parent and Purchaser shall each use commercially reasonable efforts to cause all of the conditions to the obligations of the other to consummate the Contemplated Transactions that are within its control to be met as soon as reasonably practicable after the date of this Agreement. Without limiting the foregoing, Purchaser shall use commercially reasonable efforts to establish any necessary presence (which may include, if appropriate, appointment of a distributor) in each territory or country where necessary so that the Closing can take place without delay.
Cooperation; Efforts. The cooperation of the effort against terrorism and organized crime is conducted on 3 levels: (i) international (cooperation in the United Nations Organization, the International Police), (ii) regional (cooperation in the Commonwealth of Independent States, the European Union, the Organization on Security and Cooperation in Europe, the Council of Europe) and (iii) bilateral (on the basis of two-way deals, state or department level, collaboration of law-enforcement, investigative and judicial authorities). The present article pays deep attention to bilateral cooperation of the Russian Federation and the Visegrad countries, namely Poland, Hungary, the Czech Republic and Slovakia. The bilateral cooperation among these states in these cases is based on intergovernmental and interdepartmental agreements. In 1992, the interdepartmental agreement on cooperation was signed by the Russian Federation Ministry of Internal Affairs and the Polish Ministry of Internal Affairs. In pursuance of this agreement both departments are engaged in maintaining cooperation according to the followings:
a) Combat different branches of crime: crimes against life, health, freedom, personality, dignity and property; * Moscow State Law University, North-West Institute. Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇.
Cooperation; Efforts. Prior to the Closing, each Party shall cooperate with and assist the other Parties, and shall use its commercially reasonable efforts, to promptly (i) 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 as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any other Person, including any Governmental Entity, that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement; provided, however, that such assistance and efforts shall not include any requirement of the Member, the Company or any of their respective Affiliates to expend any money (other than expenses incurred in the ordinary course of business), incur any liability, commence any litigation or offer or grant any accommodation (financial or otherwise) to any Person. Except as specifically contemplated by this Agreement, no Party shall take any action or omit to take any action where such action or omission would be reasonably expected to result in (A) the inability to satisfy any of the conditions set forth in Article 6 or Article 7 or (B) a material delay in the satisfaction of any of such conditions.