Cooperation; Consents Sample Clauses
POPULAR SAMPLE Copied 3 times
Cooperation; Consents. Prior to the Closing, each party shall cooperate with the other parties to the end that the parties shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all authorities and other persons the consent or approval of which, or the license or permit from which is required for the consummation of the Acquisition and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations.
Cooperation; Consents. Seller and the Purchaser shall, except as otherwise provided herein, use reasonable best efforts to fulfill the conditions precedent to the other applicable Party’s obligations under this Agreement. Without limiting the foregoing, the Parties shall cooperate with, and do all things reasonably requested to assist, one another: (i) in the prompt preparation and filing (which filing shall occur as quickly as practicable consistent with the Parties’ obligations herein) of any filings required with respect to any Required Governmental Consents, including in connection with the making of such filings and providing copies of all documents to the non-filing Party’s advisors prior to filing and, if requested, accepting reasonable additions, deletions, or changes suggested in connection therewith; and (ii) in seeking timely to obtain all Required Governmental Consents or to make any related filings. The Parties shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any applicable Governmental Authority and shall comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested in connection with the filings made hereunder pursuant to Applicable Law as required to facilitate obtaining promptly the Required Governmental Consents. Any such supplemental information shall be in substantial compliance, with the requirements of Applicable Law. Each Party shall use reasonable best efforts to obtain expiration or termination of the waiting period under any clearance required with respect to any Required Governmental Consents for the consummation of the transactions contemplated by this Agreement. All fees, expenses and disbursements incurred by Purchaser, Seller, the Company, GETRAG All Wheel Drive, any Affiliate of Seller or Purchaser or third party Person (provided that, with respect to third party Persons, such expenses are payable by any of Purchaser, Seller, the Company, GETRAG All Wheel Drive or an Affiliate of Seller or Purchaser) in connection with the matters referred to in this Section 6.1(b) shall be borne by Purchaser whether or not incurred by Purchaser or on its behalf. For the avoidance of doubt, the fees, expenses and disbursements referenced in the preceding sentence shall not include any fees of Seller’s, or its Affiliate’s counsel.
Cooperation; Consents. Each of the Company, the Exchanging Members, Silver Parent and Silver OP shall cooperate and use its reasonable best efforts to effect and consummate, in accordance with this Agreement, any Exchange, including to obtain any necessary third party consents and regulatory approvals, in connection with or as a result of any Exchange (it being understood and agreed that no such consent shall be a condition to the closing of any Exchange); provided that, notwithstanding anything to the contrary in this Section 8.4, if the Company, any Exchanging Member, Silver Parent or Silver OP is prohibited by law (including by reason of an injunction), the consequence of violation of which would be other than de minimis to Silver Parent, any of its Subsidiaries or any of their respective directors, officers or employees, from consummating any Exchange until approval is obtained, or any applicable waiting period under the HSR Act (as defined in the Merger Agreement) expires, the Company, any Exchanging Member, Silver Parent and Silver OP shall not be required to consummate such Exchange until the date that is five (5) Business Days after such approval is obtained or expiration occurs, as applicable.
Cooperation; Consents. Prior to the Closing, each party shall cooperate with the other parties to the end that the parties shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all authorities and other persons the consent or approval of which, or the license or permit from which is required for the consummation of the Acquisition and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations. If, at any time after the date of this Agreement, any further action is necessary or desirable to carry out the purposes of this Agreement or the Voting Agreement entered into by Top Favour and certain Ableauctions Shareholders as of this same date, the parties will take all such lawful and necessary action.
Cooperation; Consents. Prior to the Closing, each party shall cooperate with the other parties to the end that the parties shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all authorities and other persons the consent or approval of which, or the license or permit from which is required for the consummation of the Transaction and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations. The Company will take all actions necessary under applicable securities laws in connection with the offering and issuance of the Company Shares.
Cooperation; Consents. Prior to the Closing Date, each party shall --------------------- cooperate with the other to the end that the parties shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all Authorities and other Persons the consent or approval of which, or a license or permit from which, is required for the consummation of the transactions contemplated herein and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations. The parties shall also use their respective best efforts to expedite the review process and to obtain all such necessary consents, approvals, licenses and permits as promptly as practicable. To the extent permitted by Applicable Law, the parties shall request that each Authority or other Person whose review, consent or approval is requested to treat as confidential all information which is submitted to it.
Cooperation; Consents. The Parties will use good faith efforts to cooperate with each other in matters relating to the provision and receipt of Services. Such cooperation shall include exchanging information, providing electronic access to technology systems used in connection with the Services and obtaining all third party consents, licenses, sublicenses or approvals necessary to permit each Party to perform its obligations hereunder (including by way of example, not by way of limitation, rights to use third party software needed for the performance of Services), including those set forth in Schedule D. The costs of obtaining the third party consents, licenses, sublicenses or approvals listed in Schedule D shall be borne by the Party specified in the Schedule as responsible to pay such costs or proportion of such costs; provided, however, where the necessary third party consent, license, sublicense or approval is not listed in Schedule D, the costs of obtaining such consent, license or approval shall be borne by the providing Party, unless the third party consent, license, sublicense or approval is obtained for the primary purpose of providing the Services to the receiving Party, in which case the receiving Party will pay such costs. In the event that a consent required to perform a Service in accordance with this Agreement is not obtained, the Parties shall cooperate with each other and act in good faith to ascertain and obtain reasonable alternative arrangements to allow the Service(s) in question to be provided.
Cooperation; Consents. Each Party shall use commercially reasonable best efforts to (a) cause the conditions to the other Party’s obligation to effect the Merger set forth in Article VIII to be satisfied, and (b) obtain all consents, waivers and approvals required to effect the Merger and vest in the Merged CUD all rights and benefits of each Party. The foregoing shall include, without limitation, consents necessary if any, from the Vermont Community Broadband Board and the Vermont Public Utility Commission.
Cooperation; Consents. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Share Exchange and the other transactions contemplated by this Agreement. Pubco and Priveco and their respective representatives will use their best efforts and cooperate with one another: (i) in promptly determining whether any filings are required to be made or consents, approvals, waivers, permits or authorizations are required to be obtained (or, which if not obtained, would result in an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable law or regulation or from any governmental authorities or third parties, in promptly making any such filings and in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits or authorizations and (ii) in facilitating each other’s due diligence investigations. The Parties shall mutually cooperate in order to facilitate the achievement of the benefits reasonably anticipated from the Share Exchange.
Cooperation; Consents. Recipient shall provide, and shall cause its Affiliates and its and their employees and contractors to provide, Service Provider and its subcontractors with all cooperation and assistance reasonably necessary in connection with all matters relating to the provision and receipt of the Services; provided that to the extent the provision of any Service requires the cooperation and assistance of any Affiliate of Recipient and such cooperation and assistance is not provided, the provision of such Service shall be deemed to be Impracticable and therefore subject to Section 2.