Buyer Assistance Sample Clauses

Buyer Assistance. The Buyer covenants with the Covenantors to procure that the Group Companies take such action (including signing and authorising Tax returns and computations) as is necessary or desirable to give effect to this paragraph 10 but this covenant does not require the Buyer to procure that any Group Company takes any action in relation to any Tax return that is not true and accurate in all material respects.
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Buyer Assistance. The timely completion of the Services by Seller may depend upon the provision of certain materials and information and/or the taking of certain actions by Buyer, and Seller shall not be responsible for the failure to provide any Services to the extent that such failure results from the failure of Buyer to provide such materials or information or take such actions. Buyer shall provide to Seller (a) subject to Article VII, information reasonably necessary for the performance of the Services, (b) any necessary written authorizations or consents of Buyer and (c) reasonable access to Buyer’s books and records as Seller shall deem reasonably necessary for the performance of the Services. Notwithstanding the provisions of Section 11.06, Buyer will execute any documents evidencing the limited scope of authority of Seller and the Service Providers to represent Buyer and its Affiliates as Seller shall reasonably deem necessary for the performance of the Services.
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Buyer Assistance. Buyer shall provide Seller and its applicable Affiliates with information reasonably necessary to the performance of the Transition Services by Seller and such Affiliates hereunder and provide to Seller and its applicable Affiliates necessary specific written authorizations and consents.
Sample 1
Buyer Assistance. For a period of up to 5 years following Completion, each Buyer shall procure (to the extent within its individual power as a shareholder of the Company, and not acting in concert or on a joint basis with the other Buyer) that the Company shall provide such information and access to such information as the Seller may require in order to comply with its legal and regulatory obligations (including in respect of the preparation of its financial statements and the submission of any information to any Tax Authority). Each Buyer shall procure (to the extent reasonably within its and its Affiliates' power as a shareholder of the Company holding the relevant Equity Proportion which it holds at the relevant time, and not acting in concert or on a joint basis with the other Buyer) that the Company makes such information available to the Seller for inspection (during normal working hours on a Business Day) and, where reasonably required for the purpose of dealing with such affairs, copying, in each case at the Seller's expense and following reasonable advance notice by the Seller.
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Buyer Assistance. If requested by Seller, Buyer will share with Seller ---------------- its experience and insights with regard to obtaining regulatory certifications. Buyer is not obliged to incur any out-of-pocket expense in connection with any such assistance, and will have no liability in connection therewith, and no such assistance will derogate from Seller's obligations hereunder.
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Buyer Assistance. Following the Closing, Buyer will provide, and will cause the Acquired Companies to provide, each Seller with all records and other information necessary for the reporting, investigation, negotiation and, if applicable, prosecution of any claim made by such Seller or its Affiliates against an insurer pursuant to this Section 5.4.
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Buyer Assistance. The Buyer shall, at its sole cost (which shall include payment of any applicable filing fees but not, for the avoidance of doubt, any costs incurred by Seller in complying with Clause 4.6 below, including Seller’s legal fees for preparing and submitting its Notification Form under the HSR Act), procure that the Competition Condition is fulfilled as soon as practicable after the date of this Agreement and in any event prior to the Long Stop Date, including taking all steps necessary to satisfy the Competition Condition. Without prejudice to the generality of this Clause 4, the Buyer shall in any event:
Sample 1
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Related to Buyer Assistance

  • 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.

  • Turnover Assistance Grantee will provide any assistance and actions reasonably necessary to enable System Agency or its designee to effectively close out the Grant Agreement and transfer the performance and obligations of the Grant Agreement to another Grantee or to System Agency if necessary. Grantee agrees that this obligation survives the termination, regardless of whether for cause or convenience, or the expiration of the Grant Agreement and remains in effect until completed to the satisfaction of System Agency.

  • 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.

  • Peer Assistance and Review (PAR) Consulting Teachers (CT) will be assigned to all new teachers with no prior teaching experience and tenured teachers rated ineffective on the qualitative measures at the end of the previous school year and recommended by the PAR Panel. Evaluations for Probationary and Ineffective Teachers:

  • 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.

  • Mutual Assistance The Parties will do all things reasonably necessary or appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other in carrying out such terms and provisions.

  • Tuition Assistance Bargaining unit employees can enroll in university or college, vocational technical school or extension courses. The course may be by correspondence or attendance at classes during non-working hours or during working hours with approval of the Agency Head and/or his/her Designee. Where practicable, in relation to work requirements, the Employer shall be liberal with the approval of requests for accrued/unused vacation leave, flex-time scheduling, compensatory time, or leave without pay for the purpose of enabling employees to attend classes conducted during an employee's regularly scheduled work hours.

  • Directory Assistance 72.1 The Parties acknowledge that CenturyLink is not a Directory Assistance (DA) provider. CenturyLink provides directory listings information for its subscribers to third party DA providers to be included in the national and local databases used by such third party providers. The Parties agree that to the extent the DA provider contracted by CLEC for DA services to CLEC’s subscribers also populates the national DA database, then CLEC’s DA listings have been made available to CenturyLink’s subscribers and no further effort is needed by either Party. If for any reason, CLEC desires that CenturyLink act as a middleman conduit for the placement of CLEC’s DA listings in the DA database(s), then CenturyLink shall provide such compensable DA listings service pursuant to separate written terms and conditions between CenturyLink and CLEC which will be attached to this Agreement as an Amendment.

  • Emergency Assistance Both Parties shall exercise due diligence to avoid or mitigate an Emergency to the extent practical in accordance with applicable requirements imposed by the Standards Authority or contained in the PJM Tariffs and NYISO Tariffs. In avoiding or mitigating an Emergency, both Parties shall strive to allow for commercial remedies, but if commercial remedies are not successful or practical, the Parties agree to be the suppliers of last resort to maintain reliability on the system. For each hour during which Emergency conditions exist in a Party’s Balancing Authority Area, that Party (while still ensuring operations within applicable Reliability Standards) shall determine what commercial remedies are available and make use of those that are practical and needed to avoid or mitigate the Emergency before any Emergency Energy is scheduled in that hour.

  • 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.

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