CO-OPERATION AND SUPPORT Sample Clauses

CO-OPERATION AND SUPPORT. The Parties undertake at all times to do all such things, perform all such actions and take all such steps and to procure the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for or incidental to the putting into effect or maintenance of the terms, conditions and/or import of this Agreement.
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CO-OPERATION AND SUPPORT. 18.1 The Supplier acknowledges that Goods and Services to be supplied under this agreement will need to interface and remain compatible with the gaming management system proprietary to International Game Technology Inc and supplied and installed at the Casino by IGT's Australian subsidiary ("IGT System"). The IGT System is currently operational at Star City and the Supplier's Goods will need to work with that system in order to provide an operational and functioning system for Star City's purposes. The Supplier warrants that it will during the course of this agreement: (a) work and co-operate with IGT and its staff; (b) keep its software and associated equipment compatible with the IGT System; and (c) at the request of Star City, keep IGT and its staff involved with the IGT System informed of developments, modifications, improvements or upgrades to its Goods and related documentation as required to achieve the purposes of this agreement, provided however that the Supplier is not required to submit such information to IGT unless IGT agrees to maintain it in confidence and executes a non-disclosure agreement suitable to the Supplier to achieve this purpose. Likewise, the Supplier will maintain IGT confidential information in confidence and will execute a non-disclosure agreement suitable to IGT for this purpose. It is the intention of these warranties that the Supplier will use its best endeavours to ensure that the interface or interfaces between its Goods and the IGT System will be and remain compatible and workable so that Star City has a complete working system for the provision of a world class gaming product to its customers. Star City acknowledges that it will maintain a relationship with IGT, particularly that covering maintenance and/or support of the IGT System. Star City intends, subject to negotiating acceptable commercial terms (including terms similar to those set out in this clause 18), to enter into a maintenance and/or support contract with IGT which will oblige IGT to work and co-operate with the Supplier and its staff in order to provide an operational and functioning system for Star City's purposes. 18.2 The Supplier will ensure that sufficient resources (including technical support) are made available in Sydney, Australia, during the course of this agreement to comply with the warranties contained in this agreement. Any additional contractual terms applicable to maintenance or support services to be provided by the Supplier will be the s...
CO-OPERATION AND SUPPORT. 7.1 Each of the Parties undertake (at its own expense) to co-operate and assist the other Parties by providing any requesting Party with such information, records and documents pertaining to the Parties as may be reasonably required from time to time by the requesting Party for accounting purposes and/or for the preparation and/or filing by the requesting Party of any submissions to any relevant tax authorities or any other regulatory authorities from time to time. 7.2 Each of the Parties agree to the extent that it is within its power to do so, to take all steps necessary to give effect to the provisions of this Agreement. In particular, Pelawan SPV and Anooraq undertake to take all steps necessary to pass the requisite special resolutions to give effect to the terms and conditions of this Agreement in accordance with the provisions of sections 85 to 89 of the Companies Act.
CO-OPERATION AND SUPPORT. 8.1 Without limiting clause 3.1, each Party will enter into such further transactions or arrangements, and do such acts and things, as are necessary or as the other Party may reasonably require from time to time in the furtherance of the Cross-Holding Arrangement and/or to give full and proper effect to this Agreement, including that: 8.1.1 save where precluded from doing so by law, Prosus will timeously advise Naspers of the amount and nature of each Terminal Economics Distribution which Prosus intends to declare, and co-ordinate as far as is reasonably possible the timing thereof, such that Naspers is in a position to declare and thereafter effect the Terminal Economics Onwards Distribution to the Naspers Free-Float Shareholders contemporaneously (or as near thereto as is reasonably possible) with the accrual of the Terminal Economics Distribution to the Prosus Free Float Shareholders; and 8.1.2 Prosus shall use its commercially reasonable endeavours to eliminate or minimise, or enable Naspers to eliminate or minimise, any adverse obligation, impediment or liability referred to in clause 3.3.1.4 and/or any material disadvantage or material undue prejudice contemplated in clause 8.2 which may arise in respect of any Terminal Economics Distribution, Terminal Economics Onwards Distribution and/or the existence or implementation of the Cross-Holding Arrangement and/or this Agreement. 8.2 If any change in law, any change in the interpretation of any law, or any other adverse development occurs which, in the application of the Cross-Holding Arrangement and/or this Agreement to any particular Distribution, could give rise to any material disadvantage or material, undue advantage to either the Naspers Free-Float Shareholders or the Prosus Free-Float Shareholders, as the case may be, relative to the position which prevails as at the Signature Date and the Parties are unable to agree on and effect adjustments to the Cross-Holding Arrangement and/or this Agreement to equitably eliminate such material disadvantage or material or undue advantage, the Cross-Holding Arrangement and the relevant provisions of this Agreement shall not apply to the relevant Distribution. 8.3 If any law comes into operation subsequent to the Signature Date which adversely impacts any aspect, matter or issue contained in this Agreement or renders any provision in contravention of such law, the Parties undertake to enter into negotiations in good faith regarding a variation of this Agreement...
CO-OPERATION AND SUPPORT. The XatsOII First Nation and British Columbia will work together cooperatively in relation to any act of intentional interference by member(s) of the XatsOII First Nation with regards to provincially authorized forest and/or range activities within the XatsOII First Nation's Traditional Territory in order to resolve any such matters.
CO-OPERATION AND SUPPORT. The Xxxxx Band and British Columbia will work cooperatively in relation to any act of intentional interference by member(s) of the Xxxxx Band with regards to provincially authorized forest and/or range activities within the Xxxxx Band's Traditional Territory in order to resolve any such matters.

Related to CO-OPERATION AND SUPPORT

  • Maintenance and Support Services 3.1 Subject to Client’s timely payment of applicable Maintenance and Support fees, MRI will provide to Client the Maintenance and Support services for the Maintenance and Support plan indicated in the Order Document during the specified period. All licenses in Client’s possession must be supported under the same Maintenance and Support plan. 3.2 Updates are provided if and when available and MRI shall notify Client of the availability of such Updates solely by posting such Updates at MRI’s client support portal. MRI is under no obligation to develop any future programs or functionality. MRI is under no obligation to provide Maintenance and Support with respect to: (i) Software that has been altered or modified by anyone other than MRI or its licensors; (ii) a release for which Maintenance and Support has been discontinued; (iii) Software used other than in accordance with the Documentation or other than on a XXX; (iv) discrepancies that do not significantly impair or affect the operation of the Software; (v) any systems or programs not supplied by MRI; or (vi) Configurations. 3.3 Subject to timely payment of the applicable fees, Maintenance and Support is provided for all Software, unless otherwise noted in the Order Document, provided however that with respect to Third Party Software, MRI’s obligation is limited to using commercially reasonable endeavours to obtain Maintenance and Support from the third party owner of such Software. 3.4 Maintenance and Support starts on the Effective Date and continues through the expiration of the initial term set forth in the Order Document (“Initial Term”). Following the end of the Initial Term, Maintenance and Support shall automatically renew for the same length as the Initial Term (each renewal a “Renewal Term”), unless either Party gives written notice at least sixty (60) calendar days prior to the end of the Initial Term or any Renewal Term, as applicable, of its intention to not renew Maintenance and Support. The pricing for the first twelve (12) months of any Renewal Term shall be provided in writing by MRI no less than ninety (90) days prior to the end of the Initial Term or any Renewal Term. For purposes of the pricing notice in this Section, email or first-class mail will suffice. The Initial Term and Renewal Terms are collectively referred to as the “Term”. 3.5 In the event that Client’s Maintenance and Support is not renewed and is later reinstated, a reinstatement fee shall be assessed equal to 120% of the aggregate Maintenance and Support fee that would have been payable during the period of lapse. In order to reinstate Maintenance and Support, Client must Upgrade its Software to the most current release and pay for any applicable Upgrade fees. 3.6 If ordered by Client, Maintenance and Support must be ordered for all Software and all associated License Metrics licensed by Client and its Affiliates. Client may not purchase or renew Maintenance and Support for less than all of the Software licensed by Client. 3.7 Fees for Maintenance and Support do not include implementation, training and other Professional Services, such as project management, conversion, report writing, and external systems interface development. 3.8 It is Client’s responsibility to ensure that all appropriate users receive initial training services sufficient to enable Client to effectively use the Software. Failure to do so could result in additional Maintenance and Support fees if service requests are deemed excessive as a result of insufficient training, at MRI’s discretion. 3.9 The System will need to be installed on Client’s servers and technology infrastructure. If utilizing Professional Services or Maintenance and Support in the installation of the System, Client shall ensure that MRI’s assigned technical personnel are able to access the System remotely. Client shall be responsible for providing access through any security measures it deems necessary. MRI alone shall decide whether access to the System is sufficient for Maintenance and Support purposes. Certain functionality of the System may require connections to or interaction with MRI after such System is running on Client’s infrastructure, and Client agrees to permit and facilitate such connections and interaction. “System” means the total complement of hardware and Software furnished and/or maintained by MRI.

  • Maintenance and Support NCR Voyix is solely responsible for providing any maintenance and support services with respect to the Software as specified in the Agreement, or as required under applicable law. The parties acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Software.

  • Support Services Rehabilitation, counselling and EAP’s. Support is strictly non- punitive, and can be accessed at anytime (self-identification of the need for help is strongly encouraged).

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