Cooperation Pending Closing Sample Clauses

Cooperation Pending Closing. Each of the parties hereto shall use its reasonable best efforts to:
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Cooperation Pending Closing. Each of the parties hereto shall use its reasonable best efforts to: (a) proceed promptly to make or give the necessary applications, notices, requests, and filings in an effort to obtain at the earliest practicable date and, in any event, before the Closing Date, the approvals, authorizations, and consents of third parties necessary to consummate the transactions contemplated by this Agreement; (b) cooperate with and keep the other informed in connection with this Agreement; and (c) take such actions as the other party may reasonably request to consummate the transactions contemplated by this Agreement and use its reasonable best efforts and diligently attempt to satisfy, to the extent within its control, all conditions precedent to the obligations to close this Agreement. ARTICLE 5
Sample 1
Cooperation Pending Closing. From the Effective Date of this Agreement through the Closing, and with a view towards consummation of the Transactions and a smooth transition of managerial and supervisory functions following the Closing, Sellers agree to (a) discuss with Purchasers material operational decisions relating to the Business, (b) consider the advice and recommendations of Purchasers with respect to those decisions, (c) allow Purchasers and their representatives access to the Business with a view towards familiarizing themselves with day-to-day operations, (d) maintain books and records of the Business in accordance with GAAP, (e) provide Purchasers with regular financial statements and access to the books and records of the Business, and (f) provide Purchasers with operational and managerial reports concerning the Business as may reasonably be requested by Purchasers.
Sample 1
Cooperation Pending Closing. Each of the parties shall use its commercially reasonable efforts, (i) to deliver promptly the necessary applications, notices, and filings to obtain at the earliest practicable date the consents necessary to consummate the transactions contemplated by this Agreement, (ii) to cooperate with and keep the other informed as to all matters in connection with the operation of FCAP, (iii) to take such actions as the other party may reasonably request to consummate the transactions contemplated by this Agreement, and (iv) to obtain the Senior Financing and to satisfy all other conditions precedent to the obligations to close this Agreement.
Sample 1
Cooperation Pending Closing. During the period from the date of this Agreement to the Closing Date, Seller shall cooperate fully with Purchaser, its officers, employees, representatives and agents in connection with accomplishing the satisfaction of all conditions to the Closing and with all other matters relating to the consummation of the transactions contemplated by this Agreement, including, without limitation, providing reasonable access to the Leased Facility, employees, books and records for the School in connection with Purchaser's performance of its due diligence review of the School, and obtaining necessary Licenses and Permits from governmental entities and Accrediting Bodies; provided -------- that Purchaser shall reimburse Seller for expenses incurred by Seller in obtaining Licenses or Permits at Purchaser's request which are required to be obtained by the Company or the School solely in connection with Purchaser's acquisition of the Shares and which would have not been required to be obtained by the Company or the School in the ordinary course of business. Furthermore, during the period from the date of this Agreement to the Closing Date, Seller shall not allow the Company or the School to conduct any business and incur or assume any liabilities or obligations of any kind or nature relating to the Company, the School, the Shares, the Assets or this Agreement, except for such business, liabilities and obligations as may be conducted or incurred in the ordinary course of business of the Company and the School, or as expressly permitted or required by the terms of this Agreement, or as to which Purchaser grants prior written consent. Seller shall promptly notify Purchaser of any occurrence or event that would or is likely to make untrue any representation or warranty of Seller made in Section 4 as of the Closing Date, --------- or which would or is likely to result in an inability to satisfy any condition set forth in Sections 7 or 8. ---------- -
Sample 1
Cooperation Pending Closing. During the Period from the date of this Agreement to the Closing Date, Seller and Stockholders shall cooperate fully with Purchaser, its officers, employees, representatives and agents in connection with accomplishing the satisfaction of all conditions to the Closing and with all other matters relating to the consummation of the transactions contemplated by this Agreement, including, without limitation, providing reasonable access to the Leased Facility, employees, books and records for the School in connection with Seller's performance of its due diligence review of the School, and obtaining necessary Licenses and Permits from governmental entities and Accrediting Bodies. Furthermore, During the period from the date of this Agreement to the Closing Date, Seller shall conduct no business and incur or assume no liabilities or obligations of any kind or nature relating to the School, the Assets or this Agreement, except for such business, liabilities and obligations as may be conducted or incurred in the ordinary course of business of Seller and the School, or as expressly permitted or required by the terms of this Agreement, or as to which Purchaser grants prior written consent. Seller and Stockholders shall promptly notify Purchaser of any occurrence or event that would or is likely to make untrue any representation or warranty of Seller or Stockholders made in Section 4 as of the Closing Date, or which would or is likely to result in an inability to satisfy any condition set forth in Section 8.
Sample 1
Cooperation Pending Closing. From the Effective Date of this Agreement through the Closing (such period, the “Pre-Closing Period”), and with a view towards consummation of the Transactions and a smooth transition of managerial and supervisory functions following the Closing, each Seller agrees to: (a) discuss with Buyers any material operational decisions relating to the Business; (b) allow Buyers and their representatives reasonable access to the Business with a view towards familiarizing themselves with day-to-day operations (subject to the Non-Disclosure Agreement and the provisions of Section 6.1 hereof); (c) continue to maintain books and records of the Business in accordance with GAAP; and (d) provide Buyers with month-end financial statements of the Business (as those are closed) and access to the books and records of the Business as deemed necessary in the reasonable opinion of Sellers.
Sample 1
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Related to Cooperation Pending Closing

  • Operations Pending Closing From the date hereof through the Closing Date, Seller agrees as follows:

  • Conduct Pending Closing (i) The Business of Seller ----------------------- shall be conducted only in the ordinary course consistent with past practices.

  • Covenants Pending Closing Pending either Closing, the Company will conduct and will cause its Subsidiaries to conduct their respective businesses in the ordinary course, and will not, and will not permit any of its Subsidiaries to, without the Investor's prior written consent, take any action which would result in any of the representations or warranties contained in this Agreement not being true at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance. The Company will promptly advise the Investor of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties or which has the effect of rendering any of such covenants incapable of performance.

  • Post-Closing Cooperation Seller and Purchaser shall cooperate with each other, and shall cause their Affiliates and their officers, employees, agents, auditors and representatives to cooperate with each other, for a reasonable period after the Closing to ensure the orderly transition of the Company from Seller to Purchaser and to minimize any disruption to the Company and the other respective businesses of Seller and Purchaser that may result from the transactions contemplated by this Agreement. After the Closing, upon reasonable written notice, Seller and Purchaser shall furnish or cause to be furnished to each other and their Affiliates and their respective employees, counsel, auditors and representatives access, during normal business hours, to such information and assistance relating to the Company (to the extent within the control of such Party) as is reasonably necessary for financial reporting and accounting matters.

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Litigation Affecting Closing On the Closing Date, no proceeding shall be pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby, and no investigation that might eventuate in any such suit, action or proceeding shall be pending or threatened.

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