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).
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.
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. 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. Financial Administration 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
