Example ContractsClausesFurther Cooperation
Further Cooperation
Further Cooperation contract clause examples

Cooperation; Further Assurances. The Parties will use good faith efforts to cooperate with each other in all matters relating to the provision of the Services. Each Party will take such actions as may be necessary or reasonably appropriate to implement or give effect to this Agreement.

Further Action; Efforts; Cooperation. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the parties will take such further action (including the execution and delivery of such further instruments and documents) as any other party reasonably may request, all at the sole cost and expense of the requesting party (unless the requesting party is entitled to indemnification therefor under Article VIII). Following the Closing, Buyer shall, and shall cause the Company to, use commercially reasonable efforts to pursue # the IIA Approval and to cooperate with, and respond to requests for information from, the IIA with respect to the IIA Approval and # the WSP Amendment.

Cooperation; Further Assurances. The Parties will use good faith efforts to cooperate with each other in all matters relating to the provision of the Services. Each Party will take such actions as may be necessary or reasonably appropriate to implement or give effect to this Agreement.

Cooperation; Further Assurances. The Parties will use good faith efforts to cooperate with each other in all matters relating to the provision of the Services. Each Party will take such actions as may be necessary or reasonably appropriate to implement or give effect to this Agreement.

Section # Further Assurances; Post Closing Cooperation.

Cooperation. Provider and Recipient agree (and shall cause their respective Affiliates and the officers, employees, agents, and representatives of themselves and their respective Affiliates) to exercise Commercially Reasonable Efforts to cooperate, to provide such information, and to take such actions in good faith and as may be reasonably required to assist each other to implement or give effect to this Agreement.

Without limiting [Section 4.3(a)], the Parties shall reasonably cooperate with one another prior to Closing in connection with the consummation of the transactions contemplated hereby and the anticipated transition of the Acquired Companies and the Projects to Purchaser.

Further Cooperation. Each of the Parties and the Pre-Closing Holders agrees to cooperate to execute any further documents or agreements reasonably necessary to implement and effect the intent and purposes of this Agreement and no Party or any Pre-Closing Holder shall take any action inconsistent with or in contravention of (or to otherwise circumvent) the terms of this Agreement. Except as required by Law (including in connection with any required repayment of Clawed Back Refunds pursuant to paragraph 5 hereunder), Newco shall not, and shall cause the Company and its Subsidiaries not to take any action that in and of itself, # increases the Tax liability of the Company or any of its Subsidiaries with respect to any Pre-Closing Tax Period or a portion of a Straddle Period beginning on or before the Closing Date or # is a voluntary Tax disclosure, Tax amnesty filing or other similar filing, in each case, with a Governmental Authority having authority over the Actual Tax Refunds relating to any Pre-Closing Tax Period or a portion of a Straddle Period ending on or before the Closing Date; provided that none of the foregoing shall limit or modify in any respect the rights of Newco or the Company to repay any Actual Tax Refunds to the IRS or Governmental Authority or receive any Clawed Back Refunds from the Pre-Closing Holders, in each case, to the extent in accordance with paragraph 5 hereunder. All payments required to be made to the Pre-Closing Holders pursuant to this Agreement (other than payments required to be made in respect of Vested Options and to the UK Rollover Investors) shall be delivered to the Exchange Agent for distribution to the applicable Pre-Closing Holders in accordance with the terms of this Agreement and instructions to the Exchange Agent from Newco and the Holder Representative consistent with the terms of this Agreement and the Merger Agreement, and shall be reduced by the amount of the expenses of the Holder Representative as set forth on Exhibit A (the “Expense Amount”), which Expense Amount shall be paid to the Holder Representative directly by Newco.

Further Cooperation. From time to time after the Closing, Seller (at Buyer’s reasonable request and without further consideration) shall execute and deliver such other instruments of transfer and documents as Buyer may reasonably request to # transfer to Buyer more effectively the right, title and interest in or to the Purchased Assets free and clear of all liens, security interests and encumbrances, # effect Buyer’s use of the Purchased Assets, and # to accomplish the transfer and payment of the Assumed Liabilities.

Cooperation; Further Assurances. The Parties will use good faith efforts to cooperate with each other in all matters relating to the provision of the Services. Each Party will take such actions as may be necessary or reasonably appropriate to implement or give effect to this Agreement.

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