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For more information visit our privacy policy.Training Courses 16.4.1 Training courses, as well as the minimum and maximum numbers of trainees per course provided for the Buyer’s personnel, are defined in the applicable training course catalog published by ANACS (the “Training Course Catalog”) and will be scheduled as mutually agreed upon during a training conference (the “Training Conference”) that will be held as soon as practicable after signature of this Agreement and no later than May 31, 2007. AVA - A320 Family PA AMENDED AND RESTATED 16.4.2 The following terms will apply when training is performed ANACS: (i) Subject to 16.4.2(ii) below, training courses will be standard Airbus courses as described in ANACS applicable Training Course Catalog valid at the time of execution of the course. ANACS will be responsible for all training course syllabi, training aids and training equipment (not to include aircraft) necessary for the organization of the training courses. (ii) Where ANACS agrees to perform training using Buyer’s standard courses, Buyer will be responsible for taking all steps necessary to assure approval by applicable Aviation Authorities of such training (including any needed approvals of specific ANACS instructors). (iii) The training curricula and the training equipment used for flight crew, cabin crew and maintenance training will not be fully customized but will be configured in order to obtain the relevant Aviation Authority’s approval and to support the Seller’s training programs. Notwithstanding the foregoing, the training curricula used for training performed under such circumstances shall enumerate any differences that exist between the non-customized material and Buyer’s detailed specification. (iv) Training data and documentation necessary for training detailed in Appendix A to this Clause 16 will be and will not be revised. Training data and documentation will be marked “FOR TRAINING ONLY” and as such will be supplied for the sole and express purpose of training. (v) Upon the request of the Buyer [*], the Seller will collect and pack for consolidated shipment to the Buyer’s facility, all training data and documentation of the Buyer’s trainees attending training at the Seller’s Training Center. This training data and documentation will be delivered [*]. It is understood that title to and risk of loss of the training data and documentation will pass to the Buyer [*]. 16.4.3.1 If the Buyer decides to cancel fully or partially or reschedule, a training course, a minimum advance notification of at least [*] calendar days prior to the relevant training course start date is required. 16.4.3.2 If such notification is received by the Seller or ANACS less than [*] but more than [*] calendar days prior to such training, a cancellation fee corresponding to [*] of such training will be deducted from the training allowance defined in Appendix A to the extent sufficient allowance then remains, with any balance invoiced at the price corresponding to such training in the then current ANACS Customer Services Catalog. 16.4.3.3 If such notification is received by the Seller less than [*] calendar days prior [*] of such training will be deducted from the training allowance defined in Appendix A to the extent sufficient allowance then remains, with any balance invoiced at the price corresponding to such training in the then current ANACS Customer Services Catalog. 16.4.3.4 [*]
Necessary Further Actions If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, then the directors and officers of the Company and Merger Sub as of immediately prior to the Effective Time will take all such lawful and necessary action.
Pending Proceedings and Examinations The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the 1933 Act, and the Company is not the subject of a pending proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities.
Continuing Cooperation Following the Termination Date, Executive agrees to cooperate with all reasonable requests for information made by or on behalf of Company with respect to the operations, practices and policies of the Company. In connection with any such requests, the Company shall reimburse Executive for all out-of-pocket expenses reasonably and necessarily incurred in responding to such request(s).
Litigation and Regulatory Cooperation During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 7(f).
Industrial cooperation 1. The Parties agree that industrial cooperation shall promote the modernisation and restructuring of Andean industry and individual sectors, as well as industrial cooperation between economic operators, with the objective of strengthening the private sector under conditions that ensure that the environment is protected. 2. Industrial cooperation initiatives shall reflect the priorities determined by both Parties. They shall take into account the regional aspects of industrial development, promoting trans-national partnerships where relevant. Initiatives shall seek in particular to establish a suitable framework for improving management know-how and promoting transparency as regards markets and conditions for business undertakings.
Investigations and Proceedings The parties to this Agreement agree to cooperate fully in any securities regulatory investigation or proceeding or any judicial proceeding with respect to each party’s activities under this Agreement and promptly to notify the other party of any such investigation or proceeding.
Litigation Cooperation From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.
Consents; Cooperation (a) Each of Corixa, Merger Sub and Coulxxx xxxll use its commercially reasonable efforts to promptly (i) obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Corixa, Merger Sub or Coulxxx xx any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder, including those required under the HSR Act, and (ii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under the Securities Act and the Exchange Act and any other applicable federal, state or foreign securities laws. (b) Each of Corixa, Merger Sub and Coulxxx xxxll use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Sherxxx Xxx, as amended, the Clayxxx Xxx, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Corixa, Merger Sub and Coulxxx xxxll cooperate and use all commercially reasonable efforts vigorously to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents or restricts consummation of the Merger or any such other transactions, unless by mutual agreement Corixa and Coulxxx xxxide that litigation is not in their respective best interests. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws. Each of Corixa, Merger Sub and Coulxxx xxxll use all commercially reasonable efforts to take such action as may be (c) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, each party shall promptly notify the other party in writing of any pending or, to the knowledge of such party, threatened, action, proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to restrain or prohibit the consummation of the Merger or the transactions contemplated hereunder or otherwise limit the right of Corixa or its Subsidiaries to own or operate all or any portion of the businesses or assets of Coulxxx xx its Subsidiaries. (d) Each of Corixa and Coulxxx xxxll give or cause to be given any required notices to third parties, and use its commercially reasonable efforts to obtain all consents, waivers and approvals from third parties (i) necessary, proper or advisable to consummate the transactions contemplated hereunder, (ii) disclosed or required to be disclosed in the Coulxxx Xxxclosure Schedule or the Corixa Disclosure Schedule, or (iii) required to prevent a Material Adverse Effect on Coulxxx xx Corixa from occurring prior or after the Effective Time. In the event that Corixa or Coulxxx xxxll fail to obtain any third-party consent, waiver or approval described in this Section 5.2(d), it shall use its commercially reasonable efforts, and shall take any such actions reasonably requested by the other party, to minimize any adverse effect on Corixa and Coulxxx, xxeir respective subsidiaries and their respective businesses resulting (or that could reasonably be expected to result after the Effective Time) from the failure to obtain such consent, waiver or approval. (e) Each of Corixa and Coulxxx xxxl, and will cause their respective Subsidiaries to, take all reasonable actions necessary to comply promptly with all legal requirements that may be imposed on them with respect to the consummation of the transactions contemplated by this Agreement and will promptly cooperate with and furnish information to any party hereto necessary in connection with any such requirements imposed on such other party in connection with the consummation of the transactions contemplated by this Agreement and will take all reasonable actions necessary to obtain (and will cooperate with the other parties hereto in obtaining) any consent, approval, order or authorization of, or any registration, declaration or filing with, any Governmental Entity or other person required to be obtained or made in connection with the taking of any action contemplated by this Agreement.
Future Negotiations If at any time prior to termination of this Amendment the Custodian as a matter of standard business practice, accepts delegation as Foreign Custody Manager for its U.S. mutual fund clients on terms materially different than set forth in this Amendment, the Custodian hereby agrees to negotiate with the fund in good faith with respect thereto.