Cooperation and Compliance. Contractor hereby agrees to fully cooperate and comply with the Fiscal Manual on all fiscal matters related to this Agreement.
Cooperation and Compliance. (a) The Sub-Advisor agrees to cooperate with and provide reasonable assistance to the Advisor, the Funds, the Funds’ custodian, accounting agent, administrator, middle office servicer, pricing agents, independent auditors and all other agents, representatives and service providers of the Funds and the Advisor, and to provide the foregoing persons such information with respect to the Allocated Portion as they may reasonably request from time to time in the performance of their obligations; provide prompt responses to reasonable requests made by such persons; and establish and maintain appropriate operational programs, procedures and interfaces with such persons so as to promote the efficient exchange of information and compliance with Relevant Law, and the Investment Guidelines and other restrictions and policies of the Funds.
(b) The Sub-Advisor shall use its reasonable efforts to provide the Advisor, the Funds or the Board with such information and assurances reasonably requested (including certifications and sub-certifications) and with such reasonable assistance as the Advisor, the Funds or the Board may reasonably request from time to time in order to assist it in complying with applicable laws, rules, regulations and exemptive orders, including requirements in connection with the Advisor’s, the Funds’ or the Board’s fulfillment of its responsibilities under Section 15(c) of the 1940 Act and the preparation and/or filing of periodic and other reports and filings required to maintain the registration and qualification of the Funds, or to meet other regulatory or tax requirements applicable to the Funds, under federal and state securities, commodities and tax laws and other applicable laws. The Sub-Advisor shall review draft reports to shareholders, registration statements or amendments thereto or portions thereof that specifically relate to the Allocated Portion or the Sub-Advisor and other documents provided to the Sub-Advisor that relate specifically to the Allocated Portion, provide comments on such drafts on a timely basis, and provide certifications or sub-certifications on a timely basis as to the accuracy of the information provided by the Sub-Advisor and/or contained in such reports or other documents.
(c) The Sub-Advisor shall notify the Advisor promptly upon determination of any material error in connection with its management of the Allocated Portion, including but not limited to any trade errors, whether the responsibility of the Sub-Advisor...
Cooperation and Compliance. The parties acknowledge and agree that, prior to the Transaction, Vistana received significant benefits (e.g. co-branded cards and crossover rewards) from SPG Program partner agreements between the Starwood Parties and various vendor and service providers (such agreements in effect now or in the future, “Partner Agreements”) and Vistana’s continued participation in Partner Agreements following the Transaction would benefit the Starwood Parties and Vistana. As such, the Starwood Parties agree to cooperate with Vistana in good faith to enable Vistana to participate after the Effective Date in Partner Agreements in which Vistana is eligible to participate and Vistana agrees that each Licensed Vacation Ownership Property and each Licensed Unbranded Property shall, to the extent practicable, participate in all Partner Agreement benefits in the same manner as other SPG Participating Hotels. Notwithstanding Vistana’s participation in any Partner Agreements, Vistana hereby agrees it and each Licensed Vacation Ownership Property and each Licensed Unbranded Property shall comply with all obligations set forth in the Partner Agreements that subject the Starwood Parties or the SPG Participating Hotels to act on an exclusive basis with respect to any service or product provided or received by the Starwood Parties or the SPG Participating Hotels to the extent Starwood notifies Vistana of such obligations; provided, that upon notice to the Starwood Parties Vistana may continue to comply with obligations under of its then existing agreements for the remainder of the then current term unless Vistana has the ability to terminate the existing agreements without penalty or adverse impact to the Licensed Business or Starwood elects to pay termination fees and otherwise compensate for any adverse impact to the Licensed Business to assist Vistana in exiting the existing partnership.
Cooperation and Compliance. 1. ASEAN, as an inter-governmental organisation, shall, where possible, cooperate at all times with the appropriate authorities of Member States to facilitate the proper administration of justice, secure the observance of laws and regulations and prevent the occurrence of any abuse in connection with the persons entitled to the privileges and immunities under this Agreement.
2. Member States shall ensure that the persons whom they have appointed or employed who are accorded privileges and immunities under this Agreement, respect the laws and regulations of the Member State in whose territory they are in, in a manner that is consistent with the privileges and immunities enjoyed by them.
Cooperation and Compliance. User shall at all times during the Term: (a) provide all cooperation and assistance as BTCS may reasonably request to enable BTCS to exercise its rights and perform its obligations under and in connection with this Agreement; and
Cooperation and Compliance. Contractor agrees to cooperate with Owner in complying with the payment and other procedures of any construction lender relating to the Project and provide all documents, reports, and other information requested by the construction lender or any escrow or title insurer of Owner.
Cooperation and Compliance. Contractor shall comply with all federal, state and local laws, rules and regulations applicable to Contractor and to the provision of Contractor Services. Contractor shall investigate and respond promptly to issues related to quality of care, accessibility, and other issues regarding the provision of Contractor Services, and shall cooperate with County in the resolution of all such issues.
Cooperation and Compliance. The Parties agree to cooperate with each other and provide all necessary documentation, certificates and consents and to take all necessary action in order to satisfy the terms and conditions hereof and applicable laws, regulations and agreements.
Cooperation and Compliance. Gmarket and Interpark agree to consult and cooperate with each other in ensuring that the parties comply with, and each of Gmarket and Interpark covenants to each other that it will comply with, all United States, Korean or other applicable securities or other laws, including in connection with the Proposed Transaction.
Cooperation and Compliance. MSB requires cooperation and support from the Client and from the Client’s vendor(s) (including its software providers) to provide the Services and to ensure proper functionality; this includes ensuring appropriate data interfaces are established since the Parties acknowledge that MSB cannot perform the Services without the necessary payment related data. The Parties and their vendors will work together in a cooperative, responsive, and supportive manner to help ensure the success of the program. It is also acknowledged that the Client and any Client vendors in connection with the Services provided may be required to comply with certain laws, rules, or standards, including those applicable to or imposed by the payment card industry or card networks (e.g. card network rules, PCI-DSS, NACHA and EFTA, and bank card merchant rules and regulations). The Client agrees to fully cooperate with MSB and take reasonable and appropriate steps to help ensure applicable compliance with above referenced rules and requirements. Additionally, the Client agrees to fully assist and cooperate with MSB as needed to ensure that MSB may comply with its obligations under any contracts with its processor or merchant bank or under any other industry laws, rules or standards. In the event of any changes to laws, regulations, rules, standards, or other material changes impacting compliance, pricing, or operations (including changes imposed upon MSB by its contracted processor, merchant bank or gateways, as well as those required or imposed by the credit card industry, card networks, etc.) that impact this Agreement, the Services or the cost thereof, the Parties will work together in good faith to address, resolve and/or comply with those changes. If the parties cannot agree on any such resolution and continuation of the Services by MSB becomes impossible or impracticable, then MSB may promptly suspend services or terminate this Agreement. MSB does not review or validate the accuracy or integrity of any of the account information (including the personal information or the amounts due or related account or payment data) that is interfaced or otherwise made available or provided to MSB from either the Client or its software providers. MSB shall not be liable for any incomplete, incorrect or inaccurate account information (or for delays or interruptions in the transmissions or access to said account information).