Cooperation of Seller. During the Due Diligence Period, Seller will reasonably cooperate with Purchaser in connection with Purchaser’s obtaining the Franchise Approval. All costs, fees and expenses associated with Purchaser obtaining the Franchise Approval (other than Seller’s expenses of cooperation) shall be the obligation of Purchaser, and Seller shall have no obligation for any such fees, costs or expenses.
Cooperation of Seller. Seller and Stockholders shall cooperate with all reasonable requests of Buyer and Buyer’s counsel in connection with the consummation of the transactions contemplated hereby.
Cooperation of Seller. 23 4.6 Non-competition........................................................................23 4.7 No Solicitation of Other Offers........................................................24 4.8 Confidentiality........................................................................24 4.9
Cooperation of Seller. Seller shall cooperate with Buyer, at no cost to Seller, to assist Buyer in Buyer's efforts to access to the Property to conduct Buyer's due diligence investigation.
Cooperation of Seller. Seller shall, and shall cause its employees to, cooperate with Purchaser to provide such assistance and documentation as may be necessary or appropriate to permit Purchaser to fully exploit the Purchased Assets.
Cooperation of Seller. Seller shall cooperate with Buyer, at no cost to Seller, to assist Buyer in Buyer's efforts to access to the Property to conduct Buyer's due diligence investigation. To the extent that Buyer requests soils testing, a Phase II environmental report, geological investigation, than Buyer and Seller shall arrange a mutually acceptable work plan which shall include appropriate scheduling, scope of work and restoration activities. All such investigation performed by Buyer or its agents, shall be performed in a professional manner and Buyer shall restore the Property to the same condition (or better) than it was in prior to the investigation; provided, however, that Buyer shall have no obligation to repair any damage caused by the acts or omissions of Seller, its agents or representatives or to remediate, contain, abate or control any pre-exxxxxxg condition of the Property which existed prior to Buyer's entry thereon. Buyer and its agents shall have appropriate workers compensation insurance, shall have a liability insurance policy in an amount of not less than One Million Dollars ($1,000,000) which policy shall name Seller as an additional insured and all investigative work performed by Buyer or its agents shall comply with all governmental codes and regulations.
Cooperation of Seller. Seller shall (v) provide to Buyer and its representatives, agents, contractors and designees all records, information and assistance reasonably requested by Buyer in connection with Buyer's obligations under the RCRA Permit, (w) make available such of Seller's employees who are or become familiar with the RCRA Permit, RFI Sites, the AOCs and/or the environmental issues to be addressed by Seller under Section 8.18 or Section 9.3(b); (x) provide to Buyer (within five (5) Business Days of Seller's receipt thereof) copies of all notices, correspondence and any other documents received by Seller from any Governmental or Regulatory Body or third party relating in any way to the RCRA Permit, Seller's obligations under this Section 8.18 or Section 9.3(b), any Environmental Law issues affecting any of the RFI Sites or AOCs, or any actual or threatened groundwater investigation of the Main Area of the Arkansas Facilities, (y) provide to Buyer notice (within five (5) Business Days of Seller's knowledge) of any meetings of Seller with any Governmental or Regulatory Body relating in any way to the RFI Sites or any other environmental matter in connection with the Arkansas Facilities, and (z) provide Buyer with such other assistance and cooperation as it may reasonably request in connection with the performance of its obligations under the RCRA Permit and/or any efforts by Buyer to assert contribution or other claims against third parties that may be responsible or liable, in whole or in part, for any of the environmental matters in connection with the Arkansas Facilities. <PAGE> 49
Cooperation of Seller. For a period of six months following the Closing Date, Seller shall permit Purchaser and its authorized agents and representatives to have reasonable access to (upon reasonable prior notice and during normal business hours), and to make copies of, the books and records and supporting material of the Seller relating to the period prior to the Closing Date, to the extent reasonably necessary to enable Purchaser to complete one or more financial audits of the Business relating to time periods prior to the Closing Date as determined by Purchaser. Each Party shall reasonably cooperate, including providing reasonable access to relevant personnel, books and records, with the other for any proper purpose relating to their respective operation of the Business, provided that no Party shall have any obligation to incur any cost or expense or disclose any confidential information.
Cooperation of Seller. Seller agrees and represents that it will fully cooperate with Buyer in providing, executing and delivering any other documentation necessary to complete the transactions contemplated by this Agreement.
Cooperation of Seller. Elbit and Seller shall cooperate with all reasonable requests of Buyer and Buyer's counsel in connection with the consummation of the transactions contemplated hereby.
