Seller Assistance. Seller shall, upon the reasonable request of Purchaser, and at no expense to Seller, render such assistance and furnish such information to Purchaser in connection with matters relating to the proposed development, construction, and operation of the Property consistent with Purchaser’s Intended Use of the Property. Additionally, Seller hereby appoints Purchaser to act as its agent in connection with obtaining all approvals, authorizations, permissions, permits, designations and classifications desired by Purchaser for Purchaser’s Intended Use of the Property (collectively, the “Approvals”) and agrees to sign a letter of authorization for such in the form required by the appropriate authority, or if required by such authority, to allow Purchaser and Purchaser’s legal counsel, engineer and general contractor to sign any applications for such Approvals. Purchaser shall seek and obtain Seller’s approval prior to and as a condition precedent to submitting any application regarding any Approval regarding the Property to any governmental entity, department or division.
Seller Assistance. As soon as practicable after execution of this Agreement, Seller shall provide Purchaser with a download file from Seller's payroll records of the data listed on Schedule 5.14.
Seller Assistance. Prior to or following the Closing, the Seller shall provide, at his sole cost and expense, prompt and reasonable assistance to the Purchasers in connection with the Company’s filing obligations with the SEC, the preparation of financial statements which are required to be filed with the SEC, and other Company related matters and filings (both federal and state), including, but not limited to the Company’s tax returns.
Seller Assistance. Seller, upon the reasonable request of Buyer, and at no expense to Seller, shall render such assistance and furnish such information to Buyer in connection with contesting taxes, seeking a reduction in tax assessments, dealing with land use matters, dealing with zoning and building authorities or governmental agencies, dealing with the owner(s) of property adjacent to the Property, dealing with the reconfiguration of the boundary lines of the Property necessary in conjunction with the proposed development, resolving other contract or legal disputes connected with the Property and in connection with all other matters relating to the proposed development, construction, and operation of the Property. Additionally, Seller hereby appoints Buyer to act as its agent in connection with obtaining all approvals, authorizations, permissions, permits, designations and classifications desired by Buyer for the Property and agrees to sign a letter of authorization for such in the form required by the appropriate authority, or if required by such authority, to sign the application for such approvals, authorizations, permissions, permits, designations and classifications. Seller shall have no right to approve such applications provided that any such approvals, authorizations, permissions, permits, designations and classifications do not become effective unless and until Buyer purchases and takes title to the Property.
Seller Assistance. From and after the Effective Date and for a period of three months thereafter, Seller shall, if requested by Buyer, (a) provide Buyer with Company and Company Subsidiary employee census information and medical claims experience information to the extent available to Seller; (b) provide Buyer with current premium and administrative service fee information for the Company's welfare plans; (c) introduce Buyer to Seller's insurance company vendors and account managers and request that these vendors cooperate in providing insurance quotes to Buyer; and (d) cooperate with Buyer and its selected insurance companies by providing pre-Effective Date claim and benefit information for Transferred Employees to enable Buyer to process claims and provide credits for deductibles and co-payments within Buyer's plans.
Seller Assistance. The Seller agrees that it will provide assistance to the Buyer in the transition of the operation of the Division after the Closing as reasonably requested by the Buyer. The Buyer will reimburse the Seller for reasonable costs and expenses the Seller may incur in connection with such transition.
Seller Assistance. Seller shall cause Xxxxx Xxxxxxxx, a principal and officer of Seller who is benefiting from the sale of the Property to Buyer, and by his signature below Xxxxx Xxxxxxxx agrees, that he shall, prior to the Contingency Removal Date, negotiate in good faith a consulting agreement with Buyer, in which he will agree to provide assistance in re-commissioning the plant, for a period of six (6) months following the Closing Date at times mutually agreeable to the parties. Consulting services to be provided include, among other KP #710620 - .
Seller Assistance. Seller will cooperate and assist Buyers and ANI with respect to potential settlement of obligations to former employees of ANI. Seller will take any further action required to transfer to ANI the URL Applied nxxxxxxx.xxx and to complete the transfer of e-mail for ANI employees to new ANI mailboxes.
Seller Assistance. 4.5 The Sellers shall promptly provide the Buyer and any Governmental Authority with any available information and documents reasonably required by the Governmental Authority to assist the Buyer in fulfilling the Competition Condition (in the case of the Individual MIP Sellers, to the extent that reasonable evidence of such Governmental Authority requirement has first been provided to the Individual MIP Sellers’ Representative), including submitting the required Notification Form under the HSR Act in accordance with the relevant rules and regulations, but only to the extent such information is not contained in the Vendor Due Diligence Reports or Disclosure Documents and provided that, insofar as any such information is commercially sensitive, such information shall be provided confidentially on an outside counsel-to-counsel basis. The Sellers shall also promptly provide the Buyer with copies of all material correspondence and communications received from a Governmental Authority (and inform the Buyer of any oral or other communication), and in addition shall fully respond to any request for information received by the Sellers from any Governmental Authority (and shall share any such response with Buyer and/or Buyer’s Antitrust Solicitors in advance and given them the opportunity to make comments on the same which shall be considered in good faith) and shall make available suitable personnel for any meetings and/or telephone calls requested by any Governmental Authority.
Seller Assistance. In accordance with GTA 12.2 and GTA 13.2 Spirit may, by written notice to Seller, require Seller to transfer to Spirit or to Spirit’s designee title (to the extent not previously transferred) to any or all (i) Contractor-Use Tooling, Common-Use Tooling and other Tooling, (ii) Local Transportation Devices, (iii) Spirit-Furnished Property, (iv) raw materials, parts, work-in-process, incomplete or completed assemblies, and all other Products or parts thereof in the possession or under the effective control of Seller or any of its Subcontractors, and (v) Proprietary Information of Spirit, including, without limitation, planning data, Drawings and other Proprietary Information relating to the design, production, maintenance, repair and use of all Contractor-Use Tooling and Common-Use Tooling, in the possession or under the effective control of Seller or any of its Subcontractors, in each case free and clear of all liens, claims or other rights of any Person. Seller shall immediately transfer and deliver, and cause each of its Subcontractors to transfer and deliver, any or all of the aforesaid items in accordance with any written notice or notices given hereunder by Spirit to Seller, notwithstanding any event or circumstance whatsoever, including, without limitation, any claim or dispute Seller may assert in connection with a termination of this SBP or any payment for any such items. If Spirit shall require Seller to transfer and deliver to Spirit or Spirit’s designee any of the aforesaid items, Seller shall cooperate with and shall assist Spirit in developing and implementing plans to transfer the production of Products and provision of Services to Spirit, or to any other Person designated by Spirit, in an expeditious and orderly manner and will take such other steps to assist Spirit as Spirit may request in good faith, all for the purpose of maintaining, or attempting to maintain as nearly as may be possible, production of Program Airplanes and Derivatives in accordance with Spirit’s schedule of delivery of Program Airplanes and Derivatives to Customers. Spirit and Seller acknowledge that the Program, and Spirit’s ability to sell and deliver Program Airplanes and Derivatives to Customers, will be substantially impaired if Seller delays, for any reason, its performance under this SBP Section 47.0. Spirit and Seller also acknowledge that Seller's assistance hereunder in the event of a cancellation, in whole or in part, of this SBP will be of fundamental signific...
