Seller Cooperation Clause Examples

Seller Cooperation. Seller shall submit to Creditor(s) a copy of this Contract and any Addenda, along with any other documentation required by the Creditor(s) for approval of this sale within five (5) days after Contract acceptance. Seller agrees to notify Buyer and Listing Broker immediately if Bankruptcy, voluntary or involuntary, is filed.

Seller Cooperation. (a) Prior to the earlier of the Closing and the termination of this Agreement, Seller shall, and shall cause the Companies to, and shall cause its and their respective employees, directors, officers, agents and other representatives (collectively, “Representatives”) to use commercially reasonable efforts to, reasonably promptly provide, at the sole cost and expense of Purchaser, reasonable cooperation that is reasonably requested by Purchaser in connection with Purchaser’s or its Affiliates’ or subsidiaries’ reporting obligations under applicable Laws, including, but not limited to, pursuant to Rule 3-05 of Regulation S-X under the Securities Act, or that is reasonably requested by Purchaser and any potential lenders or other financing sources in connection with arranging and consummating financing for the purpose of funding the payment of the Estimated Closing Payment and consummating any transactions contemplated hereby. Without limiting the generality of the foregoing, prior to the earlier of the Closing and the termination of this Agreement, Seller shall, and shall cause the Companies to, and shall cause the Representatives of Seller and the Companies to use commercially reasonable efforts to, among other things, (a) reasonably promptly furnish Purchaser, its Affiliates and subsidiaries and any potential lenders or other financing sources with any financial, marketing and other information and materials relating to the Companies reasonably requested by Purchaser, its Affiliates or subsidiaries or such potential lenders or other financing sources or ratings agencies, including, without limitation, audited and unaudited financial statements of the Companies and all customary and reasonable documentation and other information required by regulatory authorities or other Governmental Bodies with respect to the Companies under applicable “know your customer” and anti-money laundering rules and regulations; (b) reasonably cooperate with the marketing efforts of Purchaser, its Affiliates and subsidiaries and any potential lenders or other financing sources, including participation in a reasonable number of meetings and attending a reasonable number of presentations, roadshows, and due diligence sessions; (c) cause any independent accountants and auditors of the Companies to reasonably assist Purchaser, its Affiliates and subsidiaries in connection with the preparation of pro forma financial information and financial statements related to the transactions conte...

Seller Cooperation. Xxxxxx agrees to reasonably cooperate with Xxxxx, including furnishing Buyer with all necessary information, and executing such applications and other documents as may be required, in connection with Buyer’s satisfaction of Buyer’s due diligence, all at no cost to Seller. Seller authorizes and hereby confirms that Xxxxxxx X Xxxx, County Administrator, shall be the authorized representative of Seller, acting individually, to execute any such application or other documents for and on behalf of Seller, in connection with the foregoing.

Seller Cooperation. (a) Pending Closing, the Seller shall at all reasonable times and upon reasonable prior notice make the Properties, the Facilities, the Purchased Assets, and other assets, books and records pertaining or relating to the Business reasonably available for examination, inspection and review by the Purchaser and its lenders, agents and representatives; provided, however, Purchaser inspections and examinations at the Facilities shall not unreasonably disrupt the normal operations of the Business. Seller shall have the right to review and approve all examinations, inspections and tests Purchaser or its agents propose to conduct prior to Closing on any of the Properties, Facilities or Purchased Assets, including without limitation the collection and/or analysis of any environmental samples. (b) Purchaser covenants and agrees with Seller to promptly, and in any event prior to Closing, notify Seller if Purchaser or its representatives, in the course of their due diligence, determine that there are any inaccuracies in, or breaches or violations of, any of the Seller's representations, warranties or covenants contained in this Agreement; provided, however, that Purchaser's failure to so notify the Seller shall not limit or otherwise affect the validity or enforceability of the Seller's representations, warranties or covenants contained in this Agreement or Purchaser's rights to indemnification or any other rights hereunder.

Seller Cooperation. Xxxxxx agrees to cooperate reasonably with Xxxxx’s investigations.

Seller Cooperation. Seller shall cooperate with Purchaser’s efforts to obtain all consents and other approvals required by third parties to the transactions to be consummated at the Initial Closing, including without limitation the consent of WHEDA pursuant to Section 3.6 of this Agreement. The foregoing cooperation obligation shall include, without limitation, executing and delivering such documents and providing such information to such third parties as such third parties may reasonably request.

Seller Cooperation. The Seller shall, without charge, cooperate fully (which shall include, if necessary, executing applications, permits, and the like) and to the extent feasible cause others to cooperate fully with the Purchaser, in obtaining subdivision approval, site plan approval, zoning change approvals, building or other appropriate permits and other appropriate government approvals, including the taking of any appeals or such proceedings that may be necessary and appropriate in connection therewith as they relate to the proposed roadway. The Seller hereby authorizes the Purchaser to file for any such permit or approval and to take all steps necessary or appropriate in furtherance thereof.

Seller Cooperation. Seller shall provide upon request of Purchaser from time to time, Seller, at no cost or expense to Seller, shall execute, join in, consent to and/or support any requests, applications, proposals or hearings file, initiated or prosecuted by Purchaser with respect to (i) the zoning or rezoning of all or any portion of the Property, (ii) the subdivision of all or any portion of the Property into one or more record lots, (iii) the procurement of building permits with respect to the development of the Property, (iv) the granting of easements and rights of way for water, sewer, gas, electricity, telephone and other utilities, and (v) the procurement of any governmental or quasi-governmental approval of any aspect of the development of the Property reasonably required by Purchaser in connection therewith. Seller's obligation to execute, join in, consent to, and support any of the foregoing matters shall be conditioned on such matters having no binding effect on the Property until after closing hereunder.

Seller Cooperation. Seller shall cooperate, during the term of this Option, after exercise of the Option and following the closing, at no out-of-pocket cost to Seller and no charge by Seller to Buyer, in Buyer's attempts to obtain all governmental approvals necessary in Buyer's judgment for Buyer's Proposed Use of the Property, including without limitation zoning, permits and other approvals, and shall execute applications and other documents necessary to apply for and obtain such approvals.