Cooperation and Reasonable Efforts. Each Party hereby agrees to use reasonable efforts, to take reasonable actions (including Purchaser's delivery to third parties of its financial statements) and to cooperate with each other as may be necessary to obtain Consents to transfer and assign the Encumbered Instruments. Except as expressly provided herein, no Party will be required to pay any sum, to incur any obligation or to agree to any amendment of any Encumbered Instrument in order to obtain any such Consent to transfer and assign the Encumbered Instrument.
Cooperation and Reasonable Efforts. Each Party hereby agrees to use reasonable efforts, to take reasonable actions (including Purchaser's delivery to any Governmental Authority of its financial statements) and to cooperate with each other as may be necessary to transfer to Purchaser, or assist Purchaser in obtaining, all Permits required to conduct the Business. On or as soon as practicable after the Signing Date, each Party will file, separately or jointly with any other Party, as the case may be, all applications necessary to transfer or obtain the Permits. Each Party will use reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the applications contemplated hereby. Sellers, as a group, and Purchaser will each pay one-half of the fees and expenses incurred in connection with transferring or obtaining all Permits.
Cooperation and Reasonable Efforts. The Parties agree to cooperate with each other and to use commercially reasonable efforts to cause all of the conditions precedent to Closing to be satisfied as soon as practicable.
Cooperation and Reasonable Efforts. The Parties agree to cooperate with each other and to use commercially reasonable efforts to cause all of the conditions precedent to Closing to be satisfied as promptly as practicable. In addition, each Seller Party shall cooperate with Buyer, upon Buyer’s request, to obtain the consent of any Third Person that may be required under any Law, Regulation or Order or any Contract to which any Acquired Company is a party and that requires consent as a result of the transactions contemplated by this Agreement.
Cooperation and Reasonable Efforts. The Parties agree that from time to time after the Applicable Closing Date (a) they will execute and deliver (or cause their respective Affiliates to execute and deliver) such further instruments, and take (or cause their respective Affiliates to take) such other action, as may be reasonably necessary to carry out the purposes and intents of this Agreement and the other Applicable Transaction Documents and (b) they will (or will cause their respective Affiliates to) pay over to or reimburse any other Party for any revenue received, tax paid or refunded or other expense paid or amount received that is properly payable to such other Party based upon the ownership of the Applicable Assets at the time such payment, right or obligation accrued or was received. Any such further action described in clause (a) shall be made at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefore under Article 6).
Cooperation and Reasonable Efforts. Each Party hereby agrees to use reasonable efforts, to take reasonable actions (including Buyer's delivery to third parties of RSL's audited financial statements), and to cooperate with each other as may be necessary to obtain Consents to transfer and assign the Encumbered Instruments. Buyer shall, if required by any third party in order to obtain a Consent to transfer and assign an Encumbered Instrument, provide or cause RSL to provide a third party with reasonable financial assurances of Buyer's performance of the obligations arising under the Encumbered Instrument associated with a Consent. Except as expressly provided herein, neither Party shall be required to pay any sum, to incur any obligation or to agree to any amendment of any Encumbered Instrument in order to obtain any such Consent to transfer and assign the Encumbered Instrument. It is understood that Buyer shall not initiate contact with any third party (concerning any of the transactions contemplated hereby or the Business) in order to obtain a Consent or otherwise, without the prior written consent of Seller.
Cooperation and Reasonable Efforts. The Shareholders and STL will cooperate with the Purchaser and expend their reasonable efforts to cause an orderly transfer and transition of the ownership of EDL to the Purchaser and the assets and business of STL represented by the STL Purchased Assets to NewSTL pursuant to the terms of this Agreement including, but not limited to, their cooperation and reasonable efforts to:
Cooperation and Reasonable Efforts. Subject to the terms and conditions hereof, each of the parties shall cooperate with the other and will cause their Affiliates to cooperate to the extent necessary to consummate the transactions contemplated by this Agreement. Each of the parties agrees to use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.
Cooperation and Reasonable Efforts. Sublessor and Sublessee agree that from time to time after the Effective Date (a) they will execute and deliver (or cause their respective Affiliates to execute and deliver) such further instruments, and take (or cause their respective Affiliates to take) such other action, as may be reasonably necessary to carry out the purposes and intents of this Agreement and the other Transaction Documents (as defined in the Purchase and Sale Agreement) and (b) they will (or will cause their respective Affiliates to) pay over to or reimburse any other Party for any revenue received, tax paid or refunded or other expense paid or amount received that is properly payable to such other Party based upon the ownership of the Assets at the time such payment, right or obligation accrued or was received. Any such further action described in clause (a) shall be made at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefore under Article 6).
Cooperation and Reasonable Efforts. The Parties agree that from time to time after the Closing Date (a) they will execute and deliver (or cause their respective Affiliates to execute and deliver) such further instruments, and take (or cause their respective Affiliates to take) such other action, as may be reasonably necessary to carry out the purposes and intents of this Agreement and the other Transaction Documents and (b) they will (or will cause their respective Affiliates to) pay over to or reimburse any other Party for any revenue received, tax paid or refunded or other expense paid or amount received that is properly payable to such other Party based upon the ownership of the Assets at the time such payment, right or obligation accrued or was received. Any such further action described in clause (a) shall be made at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefore under Article 6). Seller agrees to cooperate with Buyer from time to time after the Closing Date to the extent necessary to prepare, execute and record a special warranty deed for the real property conveyed with the Mining and Transportation Assets recordable with the Belmont and Monroe County Recorders’ offices. The parties shall cooperate with one another to arrive at legal descriptions or to take any other acts necessary from time to time after the Closing Date to effectuate the provisions of this Agreement.
