C ooperation. The Parties shall cooperate with the Settlement Administrator to the extent reasonably necessary to assist and facilitate the Settlement Administrator in carrying out its duties and responsibilities.
C ooperation. Class Counsel and Defendants’ Counsel agree to cooperate fully with one another in seeking Court entry of the Preliminary Approval Order and Final Approval Order.
C ooperation. (a) Developer agrees to indemnify, defend, and hold harmless the City, its officials, officers, employees, agents and consultants from any and all administrative, legal or equitable actions or other proceedings instituted by any person not a party to this Agreement challenging the validity of the Agreement or any Project Approval or any Subsequent Project Approval, or otherwise arising out of or stemming from this Agreement. Developer may select its own legal counsel to represent Developer’s interests at Developer’s sole cost and expense. The parties shall cooperate in defending such action or proceeding. Developer shall pay for City's costs of defense, whether directly or by timely reimbursement on a monthly basis. Such costs shall include, but not be limited to, all court costs and attorneys' fees expended by City in defense of any such action or other proceeding, plus staff and City Attorney time spent in regard to defense of the action or proceeding. The parties shall use best efforts to select mutually agreeable defense counsel but, if the parties cannot reach agreement, City may select its own legal counsel and Developer agrees to pay directly or timely reimburse on a monthly basis City for all such court costs, attorney fees, and time referenced herein.
(b) Developer also agrees to indemnify, defend and hold harmless the City, its officials, officers, employees, agents and consultants from any claims, costs, damages or other liabilities for any personal injury or death, or property damage, resulting from the construction of the Project or of operations by the Developer, its officers, employees, agents or consultants, under this Agreement, except for such claims, costs, damages, or other liabilities which are caused by the sole or gross negligence of the City, its officials, officers, employees, agents, or consultants. Developer may select its own legal counsel to represent Developer’s interests at Developer’s sole cost and expense.
(c) The parties agree that this Section 9.01 shall constitute a separate agreement entered into concurrently, and that if any other provision of this Agreement, or the Agreement as a whole, is invalidated, rendered null, or set aside by a court of competent jurisdiction, the parties agree to be bound by the terms of this S ection 9.01, which shall survive such invalidation, nullification or setting aside.
C ooperation. If requested by the indemnifying party after accepting a tender of defense pursuant to this section, the indemnified party agrees to cooperate with the indemnifying party and its counsel in defending any claim, cause of action, liability or damages, or if appropriate, in making any counterclaim or cross-complaint against any person, and further agrees to take such other action as reasonably may be requested by the indemnifying party to reduce or eliminate any loss or expense for which the indemnifying party would have responsibility. All fees and expenses incurred by the indemnified party in so cooperating or acting at the request of the indemnifying party shall be the responsibility of the indemnifying party. The indemnifying party agrees to afford the indemnified party and its counsel reasonable opportunity to be present at, and to participate in, conferences with all persons asserting any claim, cause of action, liability or damages against the indemnified party or conferences with representatives of or counsel for such persons.
C ooperation. Taking into account the nature of Processing and the information available to Lifesize, Lifesize shall provide reasonable assistance to Customer to meet its obligations under applicable Data Protection Legislation with respect to security, impact assessments and consultations with supervisory authorities or regulators, where relevant. To the extent legally permitted, Customer shall be responsible for any costs arising from Lifesize’s provision of such assistance.
C ooperation. Each party hereto agrees to execute and deliver any documents and to take any other actions that may be reasonably requested by the other party to accomplish the purposes of this Agreement.
C ooperation. Each party shall cooperate and use its reasonable best efforts in order that the duties assumed by the Administrator will be effectively, efficiently and promptly discharged. In furtherance of the foregoing, the Company shall deliver to the Administrator all documents and instruments reasonably requested by the Administrator in connection with the performance of the Administrative Services, and any reasonable expenses which are incurred by the Company in connection with such delivery of documents or instruments shall be promptly reimbursed by the Administrator to the Company. Each party shall designate an authorized representative that will serve as the point of contact for consultation regarding matters arising under this Agreement. The initial point of contact for each party is as follows: Administrator: QBE Insurance Corporation Xxx XXX Xxx Xxx Xxxxxxx, Xxxxxxxxx 00000 Attention: Xxxxxx Xxxxx Email: xxxxxx.xxxxx@xx.xxx.xxx The Company: Unigard Insurance Company c/o Sentry Insurance a Mutual Company 0000 Xxxxx Xxxxx Xxxxx Xxxxxxx Xxxxx, Xxxxxxxxx 00000 Attention: Xxx X. Xxxxxxxx Email: xxx.xxxxxxxx@xxxxxx.xxx Each party shall notify the other party of changes in the point of contact in accordance with the notice provisions set forth in Section 18.3 of this Agreement.
C ooperation. The Parties agree to cooperate reasonably and in good faith with the goal of obtaining entry of the Final Approval Order and the Judgment as quickly as is reasonably practicable and expeditiously reaching agreement on the matters requiring mutual agreement as set forth in this Settlement Agreement, including, but not limited to, the expeditious agreement to the terms of all class notice documents and settlement administration protocols, and the preparation and execution of all other reasonable documents necessary to achieve Final Approval of the Settlement by the Court.
C ooperation. The Parties shall take such further actions and deliver and execute such additional documents as are reasonably necessary to effectuate the terms and intent of this Agreement. The Parties shall work cooperatively to obtain any and all permits, approvals, waivers, certificates of occupancy, rental licenses, liquor licenses, and any other approval required to effectuate the Parties’ intent contemplated under the terms of this Agreement.
C ooperation. I agree that, upon reasonable request, I will cooperate with Microsoft, its subsidiaries and affiliates, and any of their officers, directors, agents, employees, attorneys and advisors in Microsoft’s investigation of, preparation for, and prosecution or defense of any matter(s) brought by or against Microsoft or any Released Party, including without limitation litigation concerning: (a) facts or circumstances about which I have any actual or alleged knowledge or expertise that was obtained during my employment with Microsoft or (b) any of my acts or omissions, real or alleged, of my employment with Microsoft. I agree that, upon reasonable notice, I will appear and provide full and truthful testimony in proceedings associated with the above referenced matters, provided that Microsoft shall reimburse me for all reasonable travel expenses associated with the giving of testimony and shall work with me as reasonably practicable to schedule the activities contemplated by this paragraph so as not to unreasonably interfere with my other commitments.
