Agreement of Cooperation Sample Clauses

Agreement of Cooperation. After the Closing, the Buyer shall make ------------------------ available to the Stockholders such records as the Stockholders may reasonably require for the preparation of any Tax Returns or other similar governmental reports or forms required to be filed by the Stockholders and such records as the Stockholders may require for the defense of any audit, examination, administrative appeal or litigation of any such Tax Return or other similar governmental reports or forms (including allowing the Stockholders reasonable access to the relevant computer records and personnel of the Buyer). After the Closing, the Stockholders shall make available to the Buyer such records as the Buyer may reasonably require for the preparation of any Tax Returns or other similar governmental reports or forms required to be filed by the Buyer and such records as the Buyer may require for the defense of any audit, examination, administrative appeal or litigation of any such Tax Return or other similar governmental report or form (including allowing the Buyer reasonable access to the relevant computer records of the Stockholders).
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Agreement of Cooperation. AHI hereby designates Parent irrevocably as its agent with respect to all matters relating to, and for the purpose of taking any and all action necessary, or incidental, to, (i) any Consolidated Returns which have been, are being or will be filed by the Group for any Pre-2001 Group Year, and determining the federal income tax liabilities of any AHI Group Member for all Pre-2001 Group Years; and (ii) any Other Income Tax Returns, and AHI hereby designates Parent as its agent with respect to all matters relating to any Consolidated Returns or Combined Returns for all taxable years and periods after 2000 Taxable Year during which AHI is a Member. AHI agree to cooperate fully in any action or matter, of whatever nature, related to the preparation, filing, audit, examination and contest of such Consolidated Returns, Combined Returns and Other Income Tax Returns including, but not limited to, (a) taking any action and furnishing Parent that is necessary or incidental to such Consolidated Returns, Combined Returns and Other Income Tax Returns or the filing of any procedural requests of whatever nature with the Internal Revenue Service or other relevant taxing authority, (b) cooperating fully in connection with any income tax refund claim and any related administrative or judicial proceeding with respect to any year, (c) taking any action and furnishing Parent with any and all information requested by Parent that is necessary or incidental to the handling of any audit by the Internal Revenue Service or other relevant taxing authority and any related administrative or judicial proceeding for any Consolidated Return, Combined Returns or Other Income Tax Return for any year such return was or is filed by or joined in by any AHI Group Member and cooperating fully with Parent in connection with any such audit or proceeding and (d) paying its share of any costs or expenses incurred by Parent in connection with such preparation, filing, audit, examination or contest, as determined by Parent in good faith.
Agreement of Cooperation. An agreement of cooperation will be signed between DFE and each partners at the start of the program period. The program agreement budget will be more general and adjusted throughout the program period and will be annexed to the program agreement. The program agreement will also determine the administrative framework of the program, including the period, obligations, transfer of funds, reporting, financial management, accounting procedures, and reporting. Rights of the parties will also be outlined along with a corruption clause, governing laws, and enforcement of agreement. The agreement of cooperation and associated budget will gradually be phased in, as existing project budgets and agreements are phased out according to their contractual applicability. The agreement of corporation under the program will be based on the structure and content of the existing project agreements. Apart from 2nd party controllers/monitors hired by DFE, DFE is not physically represented in the partner country. The program administration is therefore, based on mutual trust that has been built over the years of working together. DFE and partners must conduct themselves in a transparent and accountable manner. The accountability self-assessment tool will be used in order to identify where/if the partners need strengthening. Internally, DFE is assigned to follow a set of accounting principles and control mechanisms as outlined in Annex L. The partner organizations financial administration under the program will initially be based on existing guidelines, procedures, templates and check-list (Annex M 01 – 04). During the transition period from projects to program, a program financial policy and management guideline / instruction will be developed while taking advantage of existing best practice. Special focus will be on (as agreed during the partners workshop in November 2014): • Increased use of and follow-up on self-assessments for the sake of accountability • Control measures to avoid misuse/fraud/acceptance of bribe to support transparency • Increased conformity regarding budgeting – templates, level of details, etc. • Increased conformity regarding financial reporting – templates, bank statements, other annexes etc. • Financial analysis – key-figures / cost analysis • Increased conformity as for the use of standardized chart of accounts
Agreement of Cooperation. Design-Builder shall use its best efforts to design and construct the Project in a coordinated, careful and harmonious fashion and in the most efficient and expeditious manner consistent with the Owner’s interests, the Project, and Applicable Law. Design Builder agrees to provide a high degree of cohesion, cooperation, collaboration, coordination and teamwork to the Project. To this end, Design Builder shall deliver the Work on time and within the GMP and will provide cost-effective capital solutions, innovation and resource stewardship while completing the Work under this Agreement, including complete coordination and cooperation with the Owner and Project Manager. Design-Builder shall communicate promptly to Owner any and all concerns that Design-Builder may have with regard to the Work, or services of others on the Project, including, without limitation, any defects or potential defects in planning, design, or construction of the Work, and shall cooperate with Owner and other professionals and experts if errors or omissions are discovered in the Design-Build Documents.
Agreement of Cooperation. Each party agrees to take all reasonable steps necessary to effectuate the terms of this Agreement. All parties shall, at the agreed to times outlined herein, and from time to time, execute, acknowledge, deliver and/or enact all further instruments and/or assurances to effectuate the terms of this Agreement. The parties agree to cooperate in good faith. The parties recognize that a locality may request to open the growth plan earlier than the agreed to five (5) year date to address extraordinary circumstances or otherwise. No party is required to re-open its UGB, however all parties agree to cooperate with the Coordinating Committee and participate so as to provide a quorum.

Related to Agreement of Cooperation

  • Areas of Cooperation 1. To achieve the objectives of cooperation in fisheries within the described principles, cooperation will include fisheries management and conservation issues, vessel management and post harvest arrangements and financial and trade measures and development of fisheries and fisheries products and marine aquaculture. 2. The EC Party will contribute to the mobilisation of the resources for the implementation of the identified areas of cooperation at national and regional levels, which will also include support for regional capacity building. Furthermore, the EC Party contributes to the measures as described in the section concerning financial and trade measures, and on infrastructure development specific for fisheries and marine aquaculture.

  • Scope of Cooperation 1. The Authorities recognise the importance of close communication concerning the Covered CCPs and intend to cooperate regarding: a) general issues, including with respect to regulatory, supervisory, enforcement or other developments concerning the Covered CCPs and Australia; b) issues relevant to the operations, activities and services of the Covered CCPs; c) the coordination of supervisory activities and, where appropriate and consistent with applicable laws and each Authority’s mandate, providing assistance in the implementation of enforcement decisions; d) any other areas of mutual interest. 2. The Authorities recognise in particular the importance of close cooperation in the event that a Covered CCP, particularly one whose failure likely would be systemically important to an Authority, experiences, or is threatened by, a potential financial crisis or other Emergency Situation. One or both of the Local Authorities should provide notification to ESMA, and ESMA should provide notification to the Local Authorities, consistent with Article 3(4) below and each Authority should keep the other Authorities appropriately informed throughout the Emergency Situation. The Local Authorities should coordinate and lead in an Emergency Situation and should consult with and take account of the views of ESMA to the greatest extent practicable. ESMA should coordinate with the relevant CBI(s) regarding an Emergency Situation of a Covered CCP and any emergency measures that the CBI may consider appropriate. 3. Cooperation will be most useful in circumstances where issues of regulatory, supervisory or enforcement concern may arise, including but not limited to: a) the initial application of a Covered CCP for recognition in the European Union pursuant to Article 25 of EMIR and the periodic reviews of its recognition pursuant to Article 25(5) of EMIR; b) ESMA’s assessment of compliance and monitoring of the ongoing compliance by a Covered CCP with the Recognition Conditions; c) the tiering determination of a Covered CCP by ESMA pursuant to Article 25(2a) of EMIR; d) changes in a Covered CCP's internal rules, policies and procedures that could affect the way in which the Covered CCP complies with any Recognition Conditions; e) regulatory, supervisory or enforcement actions or approvals taken by a Local Authority or ESMA in relation to a Covered CCP, including changes to the relevant obligations and requirements to which the Covered CCPs are subject that may impact the Covered CCPs' continued compliance with the Recognition Conditions; and f) changes to regulatory status or requirements that could result in a change in the regulatory status of, relief granted to, or supervisory treatment of a Covered CCP and potentially could disrupt cross-border clearing arrangements.

  • No Cooperation Employee agrees he will not act in any manner that might damage the business of the Company. Employee agrees that he will not counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against the Company and/or any officer, director, employee, agent, representative, shareholder or attorney of the Company, unless under a subpoena or other court order to do so.

  • Access and Cooperation Each Party will, and will cause its Other Indemnified Persons to, cooperate and assist in all reasonable respects regarding such Third Party Claim, including by promptly making available to such other Party (and its legal counsel and other professional advisers with a reasonable need to know) all books and records of such Person relating to such Third Party Claim, subject to reasonable confidentiality precautions.

  • Audit Cooperation In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

  • General Cooperation The Parties shall each cooperate fully (and each shall cause its respective Subsidiaries to cooperate fully) with all reasonable requests in writing from another Party hereto, or from an agent, representative or advisor to such Party, in connection with the preparation and filing of Tax Returns, claims for Refunds, Tax Proceedings, and calculations of amounts required to be paid pursuant to this Agreement, in each case, related or attributable to or arising in connection with Taxes of any of the Parties (including matters related to a Party’s qualification as a “real estate investment trust” under the Code) or their respective Subsidiaries covered by this Agreement and the establishment of any reserve required in connection with any financial reporting (a “Tax Matter”). Such cooperation shall include the provision of any information reasonably necessary or helpful in connection with a Tax Matter and shall include, without limitation, at each Party’s own cost: (a) the provision of any Tax Returns of the Parties and their respective Subsidiaries, books, records (including information regarding ownership and Tax basis of property), documentation and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document (including any power of attorney) in connection with any Tax Proceedings of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or a Refund claim of the Parties or any of their respective Subsidiaries; (c) the use of the Party’s reasonable best efforts to obtain any documentation in connection with a Tax Matter; and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records or other information in connection with the filing of any Tax Returns of any of the Parties or their Subsidiaries. Each Party shall make its employees, advisors, and facilities available, without charge, on a reasonable and mutually convenient basis in connection with the foregoing matters.

  • Litigation Cooperation From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.

  • Labor Cooperation The Parties shall enhance their communication and cooperation on labor, social security and environment issues through Memorandum of Understanding on Labor Cooperation between the Government of the People's Republic of China and the Government of the Republic of Peru.

  • Industrial cooperation Cooperation shall aim to promote the modernisation and restructuring of industry and individual sectors in Serbia. It shall also cover industrial cooperation between economic operators, with the objective of strengthening the private sector under conditions which ensure that the environment is protected. Industrial cooperation initiatives shall reflect the priorities determined by both Parties. They shall take into account the regional aspects of industrial development, promoting trans-national partnerships when relevant. The initiatives should seek in particular to establish a suitable framework for undertakings, to improve management, know-how and to promote markets, market transparency and the business environment. Special attention shall be devoted to the establishment of efficient export promotion activities in Serbia. Cooperation shall take due account of the Community acquis in the field of industrial policy.

  • Cultural cooperation 1. The aims of cultural cooperation will be: (a) to build on existing agreements or arrangements already in place for cultural cooperation; and (b) to promote information and cultural exchanges between the Parties. 2. The Parties will encourage and facilitate, as appropriate, the following activities, including, but not limited to: (a) dialogue on cultural policies and promotion of local culture; (b) exchange of cultural events and promote awareness of artistic works; (c) exchange of experience in conservation and restoration of national heritage; (d) exchange of experience on management for the arts; (e) protecting archaeological monuments and cultural heritage; (f) having a consultation mechanism between the Parties' culture authorities; and (g) cooperation in the audio-visual field, mainly coproduction and training programs in this sector and means of communication, including training, development and distribution activities.

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