Agreement to Assist and Cooperate Sample Clauses

Agreement to Assist and Cooperate. At the Company’s reasonable request and upon reasonable notice, Xxxxxx will, from time to time, timely execute and deliver such acknowledgements, instruments, certificates, and other ministerial documents (including without limitation, certification as to specific actions performed by Xxxxxx in his capacity as an officer of the Company) as may be necessary or appropriate to formalize and complete the applicable corporate records. In addition, at the Company’s reasonable request and upon reasonable notice, Xxxxxx will, from time to time, discuss and consult with the Company regarding business matters that he was directly and substantially involved with while employed by or otherwise providing services to the Company.
Sample 1Sample 2See All (4)
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Agreement to Assist and Cooperate. At the Company’s reasonable request and upon reasonable notice, Executive will, from time to time and without further consideration, during and following the Transition Term, timely execute and deliver such acknowledgements, instruments, certificates, and other ministerial documents (including without limitation, certification as to specific actions performed by Executive in his capacity as an officer of the Company) as may be necessary or appropriate to formalize and complete the applicable corporate records. In addition, at the Company’s reasonable request and upon reasonable notice, Executive will, from time to time and without further consideration, during and following the Transition Term discuss and consult with the Company regarding business matters that he was directly and substantially involved with while employed by or otherwise providing services to the Company.
Sample 1See All (4)
Agreement to Assist and Cooperate. At the Company’s reasonable request and upon reasonable notice, Employee will, from time to time, following the Transition Period, discuss and consult with the Company regarding business matters that Employee was directly and substantially involved with while employed by the Company.
Sample 1
Agreement to Assist and Cooperate. At the Company’s reasonable request and upon reasonable notice, Brebach agrees that he will, at any future time, be available, with or without subpoena, to assist the Company with respect to matters concerning which Brebach has or may have knowledge as a result of or in connection with his employment by the Company. Such assistance may include, without limitation, participating in interviews, reviewing documents or things, giving depositions, testifying, or engaging in other reasonable activities in connection with any litigation or investigation, with respect to matters that Brebach has or may have knowledge of by virtue of his employment by or service to the Company or any related entity. In performing his obligations under this paragraph 13(b) to testify or otherwise provide information, Brebach will honestly, truthfully, forthrightly, and completely provide the information requested. Brebach will comply with this Agreement upon notice from the Company that the Company or its attorneys believe that his compliance would be helpful in the resolution of an investigation or the prosecution or defense of claims.
Sample 1
Agreement to Assist and Cooperate. At the Company’s reasonable request and upon reasonable notice, Employee will, from time to time and without further consideration, following the Transition Term and the Consulting Period (if applicable), timely execute and deliver such acknowledgements, instruments, certificates, and other ministerial documents (including without limitation, certification as to specific actions performed by Employee in his capacity as an officer of the Company) as may be necessary or appropriate to formalize and complete the applicable corporate records. In addition, at the Company’s reasonable request and upon reasonable notice, Employee will, from time to time and without further consideration, following the Transition Term and the Consulting Period (if applicable) discuss and consult with the Company regarding business matters that he was directly and substantially involved with while employed by or otherwise providing services to the Company.
Sample 1
Agreement to Assist and Cooperate. At AudioEye’s reasonable request and upon reasonable notice, Employee will, from time to time and without further consideration, following the Transition Period, discuss and consult with AudioEye regarding business matters that Employee was directly and substantially involved with while employed by AudioEye.
Sample 1
Agreement to Assist and Cooperate. At Digi’s reasonable request and upon reasonable notice, Employee will, from time to time and without further consideration, following the Transition Period, discuss and consult with Digi regarding business matters that Employee was directly and substantially involved with while employed by Digi.
Sample 1
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Related to Agreement to Assist and Cooperate

  • Agreement to Cooperate (a) Subject to the provisions of Section 9.16, each of the parties hereto shall use reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the Xxxx-Xxxxx-Xxxxxx Act and all filings necessary for ATS to own and operate the Meridian Assets and conduct the Meridian Business), (iv) to lift any injunction or other legal bar to the Transactions (and, in such case, to proceed with the Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party, without the payment of any amounts, except to the extent otherwise required by the provisions of this Agreement. (b) The parties shall cooperate with one another in the preparation, execution and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's expense, in order to enable ATS to have its independent accountants prepare audited financial statements for the Meridian Business described in Section 6.2(g). Without limiting the generality of the foregoing, Meridian agrees that after the Closing Date it will (x) consent to the use of such audited financial statements in any registration statement or other document filed by ATS or any Affiliate of ATS under the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (y) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS's independent accountants may reasonably request under the circumstances; provided, however, that as a condition precedent to the use of such audited financial statements by any Affiliate of ATS, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate agrees to indemnify Meridian and related parties from liability arising from the use of such statements on the same terms and subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this Agreement.

  • PARTIES TO COOPERATE Each Party agrees to cooperate with the others, as applicable, in arranging to print, mail and/or deliver, in a timely manner, combined or coordinated prospectuses or other materials of AVIF and the Accounts.

  • Regulatory Assistance Provider will permit regulators with jurisdiction over BFA or any BFA Recipient to examine Provider’s activities relating to its performance under this Agreement and the Services. Subject to Section 17.6, Provider will cooperate and provide all information reasonably requested by the regulator in connection with any such examination and provide reasonable assistance and access to all equipment, records, and systems requested by the regulator relating to the Services.

  • Notice and Cooperation Each Party shall provide to the other Party prompt written notice of any actual or threatened infringement of the Product Trademarks in the Territory and of any actual or threatened claim that the use of the Product Trademarks in the Territory violates the rights of any Third Party. Each Party agrees to cooperate fully with the other Party with respect to any enforcement action or defense commenced pursuant to this Section 7.7.

  • 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.

  • Agreement to Provide Information Intermediary agrees to provide the Fund, upon written request, the taxpayer identification number (“TIN”), the Individual Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”), if known, of any or all Shareholder(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through each account maintained by the Intermediary during the period covered by the request.

  • Other Assistance Assist SBEs in their efforts to obtain bonds, lines of credit and insurance. (Note that the Agency has a Surety Bond Program that may assist SBEs in obtaining necessary bonding.) The Agency-Assisted Contractor or Contractor(s) shall require no more stringent bond or insurance standards of SBEs than required of other business enterprises.

  • Further Assistance Award Recipient will provide assistance reasonably requested by the Company in connection with actions taken by Award Recipient while employed by the Company, including but not limited to assistance in connection with any lawsuits or other claims against the Company arising from events during the period in which Award Recipient was employed by the Company.

  • Cooperation and Coordination The Parties acknowledge and agree that it is their mutual objective and intent to minimize, to the extent feasible and legal, taxes payable with respect to their collaborative efforts under this Agreement and that they shall use all commercially reasonable efforts to cooperate and coordinate with each other to achieve such objective.

  • Transition Assistance If this Contract is not renewed at the end of this term, if the Contract is otherwise terminated before project completion, or if particular work on a project is terminated for any reason, Contractor shall provide transition assistance for a reasonable, mutually agreed period of time after the expiration or termination of this Contract or particular work under this Contract. The purpose of this assistance is to allow for the expired or terminated portion of the services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such services to State or its designees. The parties agree that such transition assistance is governed by the terms and conditions of this Contract, except for those terms or conditions that do not reasonably apply to such transition assistance. State shall pay Contractor for any resources utilized in performing such transition assistance at the most current Contract rates. If State terminates a project or this Contract for cause, then State may offset the cost of paying Contractor for the additional resources Contractor utilized in providing transition assistance with any damages State may have sustained as a result of Contractor’s breach.

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