Filings; Duty of Members to Cooperate Sample Clauses

Filings; Duty of Members to Cooperate. The Manager shall promptly cause to be executed, delivered, filed, recorded or published, as appropriate, and the Private Owner will, as requested by the Manager from time to time, execute and deliver, (a) all certificates, documents and other instruments that the Manager deems necessary or appropriate to form, qualify or continue the existence or qualification of the Company as a limited liability company in the State of Delaware or as a foreign limited liability company in all other jurisdictions in which the Company may, or may desire to, conduct business or own Company Property, (b) any amendment to the Certificate or any instrument described in clause (a) required because of, or in order to effectuate, an amendment to this Agreement, or any change in the membership of the Company, in accordance with the terms hereof, (c) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the Manager deems necessary or appropriate to reflect the dissolution and liquidation of the Company pursuant to the terms of this Agreement, and (d) such other certificates, documents and other instruments as are required by Law or by any Governmental Authority to be executed by them in connection with the Business as conducted or proposed to be conducted by the Company from time to time. As soon as reasonably practical after the date hereof, the Manager shall cause the Company to apply for, and thereafter use its reasonable best efforts to obtain, as quickly as possible, and maintain, all such licenses as are required to conduct the Business, including qualifications to conduct business in jurisdictions other than Delaware and licenses to purchase, own or manage the Loans, if the failure to so obtain such licenses would reasonably be expected to result in the imposition of fines, penalties or other liabilities on the Company, claims and defenses being asserted against the Company (including counterclaims and defenses asserted by borrowers under the Loans), or materially adversely affect the Company or the Company’s ability to foreclose on the Underlying Collateral securing or otherwise realize the full value of any Loan or Acquired Property.
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Filings; Duty of Members to Cooperate. The Manager must promptly cause to be executed, delivered, filed, recorded or published, as appropriate, and the Private Owner will, as requested by the Manager from time to time, execute and deliver, (i) all certificates, documents and other instruments that the Manager deems necessary or appropriate to form, qualify or continue the existence or qualification of the Company as a limited liability company in the State of Delaware or as a foreign limited liability company in all other jurisdictions in which the Company may, or may desire to, conduct business or own Company Property, and to form, qualify or continue the existence or qualification of each Ownership Entity in each applicable jurisdiction where it so may, or may desire to, conduct business or own its applicable Acquired Property,
Sample 1Sample 2
Filings; Duty of Members to Cooperate. The Manager shall promptly cause to be executed, delivered, filed, recorded or published, as appropriate, and the Private Owner will, as requested by the Manager from time to time, execute and deliver, (i) all certificates, documents and other instruments that the Manager deems necessary or appropriate to form, qualify or continue the existence or qualification of the Company as a limited liability company in the State of Delaware or as a foreign limited liability company in all other jurisdictions in which the Company may, or may desire to, conduct business or own Company Property, and to form, qualify or continue the existence or qualification of each Ownership Entity in each applicable jurisdiction where it so may, or may desire to, conduct business or own its applicable Acquired Property, (ii) any amendment to the Certificate or any instrument described in clause (i) required because of, or in order to effectuate, an amendment to this Agreement, or any change in the membership of the Company or any Ownership Entity, in accordance with the terms hereof,
Sample 1Sample 2
Filings; Duty of Members to Cooperate. The Company shall promptly cause to be executed, delivered, filed, recorded or published, as appropriate, and each Member will, as requested by the Company from time to time but at the sole expense of the Company, execute and deliver (and cause its Affiliates to execute and deliver) to the Company: (a) all certificates, documents and other instruments that the Company deems necessary or appropriate to form, qualify or continue the existence or qualification of the Company as a limited liability company in the State of Delaware or as a foreign limited liability company in all other jurisdictions in which the Company may, or may desire to, conduct business or have Company Property; (b) any amendment to the certificate of formation of the Company or any instrument described in clause (a) required because of, or in order to effectuate, an amendment to this Agreement, or any change in the membership of the Company, in accordance with the terms hereof; (c) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the Company deems necessary or appropriate to reflect the dissolution and liquidation of the Company pursuant to the terms of this Agreement, or the completion thereof; and (d) such other certificates, documents and other instruments (including assumed or fictitious name certificates (or similar documents)) as are required by law or by any Governmental Authority to be executed by them in connection with the Company’s business as conducted or proposed to be conducted by the Company or any of its Subsidiaries from time to time; provided, however, that no Member shall be required to take any action pursuant to this clause (d) that it considers in good faith may have a materially adverse effect (other than by reason of facilitating the conduct of the Company’s business by the Company or any of its Subsidiaries) on it or any of its Affiliates.
Sample 1
Filings; Duty of Members to Cooperate. The Manager shall promptly cause to be executed, delivered, filed, recorded or published, as appropriate, and the Private Owner will, as requested by the Manager from time to time but at the sole expense of the Manager, execute and deliver, (a) all certificates, documents and other instruments that the Manager deems necessary or appropriate to form, qualify or continue the existence or qualification of the Company as a limited liability company in the State of Delaware or as a foreign limited liability company in all other jurisdictions in which the Company may, or may desire to, conduct business or own Company Property, (b) any amendment to the Certificate or any instrument described in clause
Sample 1

Related to Filings; Duty of Members to Cooperate

  • Duty of Cooperation Each party hereto shall cooperate fully with the other party hereto in all reasonable respects in order to accomplish the objectives of this Agreement.

  • Duty to Cooperate If the Parties disagree on any aspect of the proposed Motion for Preliminary Approval and/or the supporting declarations and documents, Class Counsel and Defense Counsel will expeditiously work together on behalf of the Parties by meeting in person or by telephone, and in good faith, to resolve the disagreement. If the Court does not grant Preliminary Approval or conditions Preliminary Approval on any material change to this Agreement, Class Counsel and Defense Counsel will expeditiously work together on behalf of the Parties by meeting in person or by telephone, and in good faith, to modify the Agreement and otherwise satisfy the Court’s concerns.

  • PARTIES TO COOPERATE Each Party agrees to cooperate with the others, as applicable, in arranging to print, mail and/or deliver, in a timely manner, combined or coordinated prospectuses or other materials of AVIF and the Accounts.

  • COMPANY TO COOPERATE 60 ARTICLE VIII..................................................................61

  • Responsibility for Filing Tax Returns (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i).

  • Registration Procedures; Filings; Information In connection with any Shelf Registration Statement under Section 2.1 or whenever Holders request that any Registrable Securities be registered pursuant to Section 2.2 hereof, the Company will use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request:

  • Agreement to Cooperate Subject to the terms and conditions herein provided, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.

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