Cooperation and Information Exchange. Each party hereto agrees to provide, and to cause each member of its Tax Group to provide, such cooperation and information as the other party hereto shall request, on a timely basis, in connection with the preparation or filing of any Tax Return or claim for Tax refund not inconsistent with this Agreement or in conducting any Tax audit, Tax dispute, or otherwise in respect of Taxes or to carry out the provisions of this Agreement. To the extent necessary to carry out the purposes of this Agreement and subject to the other provisions of this Agreement, such cooperation and information shall include, without limitation, promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Tax Authority which relate to the EnPro Tax Group for the Tax Indemnification Period and providing copies of all relevant Tax Returns for the Tax Indemnification Period, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by Tax Authorities, including, without limitation, foreign Tax Authorities, and records concerning the ownership and Tax basis of property, which either party may possess. Each party to this Agreement shall make, or shall cause its affiliates to make, employees and facilities available on a mutually convenient basis to provide an explanation of any documents or information provided hereunder.
Cooperation and Information Exchange. 1. In performing their obligations and exercising their rights under these Conditions, the NBB and participants shall cooperate closely to ensure the stability, soundness and safety of TARGET- BE. They shall provide each other with any information or documents relevant for the performance of their respective obligations and the exercise of their respective rights under these Conditions, without prejudice to any banking secrecy obligations.
2. The NBB shall establish and maintain a system support desk to assist participants in relation to difficulties arising in connection with system operations.
3. Up-to-date information on the operational status of each service shall be available on a TARGET Information System (TIS) on a dedicated webpage on the ECB’s website.
4. The NBB may communicate system relevant messages to participants by means of a broadcast message or, if this means is not available, by any other appropriate means of communication.
5. Participants shall update in a timely manner existing reference data collection forms and submit new reference data collection forms to the NBB. Participants shall verify the accuracy of information relating to them that is entered into TARGET-BE by the NBB.
6. The participant hereby authorises the NBB to communicate to the Level 3 NCBs any information relating to participants which the Level 3 NCBs may need, in accordance with the agreements between the Level 3 NCBs and the Eurosystem CBs governing the provision of the services to be provided by the Level 3 NCBs.
7. Participants shall inform the NBB without undue delay about any change in their legal capacity and relevant legislative changes affecting issues covered by the country opinion as set out in the terms of reference given in Appendix III.
8. The NBB may at any time request an update or renewal of the country or capacity opinions referred to in Article 5(1), points (d) and (e).
9. Participants shall immediately inform the NBB if an event of default occurs in relation to themselves or if they are subject to crisis prevention measures or crisis management measures within the meaning of Directive 2014/59/EU of the European Parliament and of the Council1 or any other equivalent applicable legislation.
Cooperation and Information Exchange. If CONGRUITY needs to make a decision regarding its employment of any Co-Employee, Client will provide the information necessary for CONGRUITY to make a reasonable and informed decision. If CONGRUITY finds it necessary to conduct an investigation before making a decision, Client shall cooperate reasonably in that investigation. If Client does not cooperate reasonably or provide requested information necessary for CONGRUITY to make an informed decision regarding a Co-Employee, Client will be fully responsible for the consequences of such action, inaction, or decision. Client understands that no individual hired by Client will become a Co-Employee for whom CONGRUITY will provide Services, as defined in §1. C., until CONGRUITY issues an employee identification number after receiving required information and forms. Also, under the laws referred to in §6. A., CONGRUITY must obtain and maintain certain documents produced by Co- Employees. Client agrees to help facilitate the timely delivery of such documents to CONGRUITY. It is understood that if required signed documents for an employee hired by Client are not timely received by CONGRUITY, or if CONGRUITY determines that an employee has submitted invalid documentation, then CONGRUITY may refuse to co-employ and provide Services for that employee or may exercise its right to terminate that employee’s employment with CONGRUITYHR.
Cooperation and Information Exchange in relation to financial crime
1. The Authorities intend to co-operate closely when they identify suspected financial crime activities in supervised entities. For the purposes of this MoU, financial crimes include in particular: money laundering and all violations of the UK, EU and national laws and regulations on financial markets to the extent of the Authority’s responsibility. This also includes unauthorised activities.
2. Where necessary and in the absence of other relevant cooperation arrangements, and subject to any restrictions on confidentiality in their applicable legal frameworks, the Authorities may act as intermediaries to facilitate the contact between a Financial Intelligence Unit in one jurisdiction, and an Authority in another jurisdiction
3. Without prejudice to their domestic provisions on privacy and data protection, all information exchanged by the Authorities in the area of the prevention of money laundering and counter terrorist financing shall be treated confidentially and used exclusively for supervisory purposes, to the extent permitted by the applicable legal frameworks and within the competences of the Authorities.
4. In the event when an Authority, during an examination or inspection conducted on the territory of the counterparty’s jurisdiction, detects a serious criminal violation of the applicable legal framework of its jurisdiction, the Authority may be under a strict legal obligation to pass the information immediately to the appropriate law enforcement authorities in its home country. In these circumstances, to the extent permitted by law, the Authority should inform the other Authority of its intended action. The Authority, upon completion of an on-site inspection of a cross-border establishment in which the other Authority did not participate, in case of request received or if it considers it necessary, will intend as soon as possible to provide the other Authority with general information on the financial condition of the cross-border establishment, violations of legal acts identified and deficiencies found, including those related to the prevention of money laundering and financing terrorism.
Cooperation and Information Exchange. In accordance with Article 25a(5) of the Codified Motor Insurance Directive, the Claimant PoV Insolvency Body shall, upon receipt of a claim from the Injured Party, inform: • the PoV Insolvency Body of the Insolvent Insurance Undertaking’s Home Member State; • the Compensation Body in the Injured Party’s Member State of residence; • the Insolvent Insurance Undertaking, its Administrator or Liquidator, also in view of obtaining confirmation of insurance cover. In addition, but without prejudice to • The PoV Insolvency Body’s obligation to compensate the Injured Party in accordance with the Codified Motor Insurance Directive; • Applicable rules on data protection, the Claimant PoV Insolvency Body may, upon receipt of a claim from the Injured Party, also inform: • the claims representative of the Insolvent Insurance Undertaking in the Injured Party’s Member State of residence; • the National Insurers’ Bureau of the country (Member State or other) where the accident occurred; • the Green Card correspondent of the Insolvent Insurance Undertaking in the country (Member State or other) where the accident occurred; • the representative (in accordance with Article 152 of Directive 2009/138/EC) of the Insolvent Insurance Undertaking in the Member State where the Vehicle having caused the accident is normally based, in case the Insolvent Insurance Undertaking was operating in that Member State by way of freedom to provide services. In line with the spirit of cooperation and partnership between PoV Insolvency Bodies: • The Debtor PoV Insolvency Body shall provide, on request and as soon as possible, to the Claimant PoV Insolvency Body, all necessary assistance, information and documents it has available relating to the (insolvency) law of the Member State of the Debtor PoV Insolvency Body or concerning the procedure of bankruptcy or winding-up of the Insolvent Insurance Undertaking; • The PoV Insolvency Body of the Member State where the accident occurred shall provide, on request and as soon as possible, all necessary assistance, information and documents it has available or can obtain relating to the accident and relating to the law on insurance, liability and compensation of damage of the Member State where the accident occurred, as well as any advice on the technical reserves related to the claim; • In case the accident occurred in a country outside the European Economic Area, the National Insurers’ Bureau of which has joined the Green Card System, the Claimant Po...
Cooperation and Information Exchange. Both Parties agree to meet regularly and no less than monthly (which may be implemented by conference calls or video conferencing among all participants) to advise each other regarding progress on any one or more of the undertakings required during the Evaluation Period. The Parties agree to share with each other information regarding financing, marketing, land-use issues, design questions, and construction of the Project.
Cooperation and Information Exchange. 1. In performing their obligations and exercising their rights under the T2-BF Agreement, the BANQUE DE FRANCE and participants shall cooperate closely to ensure the stability, soundness and safety of TARGET2-BANQUE DE FRANCE. They shall provide each other with any information or documents relevant for the performance of their respective obligations and the exercise of their respective rights under the T2-BF Agreement, without prejudice to any banking secrecy obligations.
2. The BANQUE DE FRANCE shall establish and maintain a system support desk to assist participants in relation to difficulties arising in connection with system operations.
3. Up-to-date information on the SSP’s operational status shall be available on the TARGET2 Information System (T2IS). The T2IS may be used to obtain information on any event affecting the normal operation of TARGET2.
4. The BANQUE DE FRANCE may either communicate messages to participants by means of an ICM broadcast or by any other means of communication.
5. Participants are responsible for the timely update of existing static data collection forms and the submission of new static data collection forms to the BANQUE DE FRANCE. Participants are responsible for verifying the accuracy of information relating to them that is entered into TARGET2-BANQUE DE FRANCE by the BANQUE DE FRANCE.
6. The BANQUE DE FRANCE shall be deemed to be authorised to communicate to the SSP- providing NCBs any information relating to participants which the SSP-providing NCBs may need in their role as service administrators, in accordance with the contract entered into with the TARGET2 network service provider.
7. Participants shall inform the BANQUE DE FRANCE about any change in their legal capacity and relevant legislative changes affecting issues covered by the country opinion relating to them.
8. Participants shall inform the BANQUE DE FRANCE of:
(a) any new indirect participant, addressable BIC holder or entity with multi-addressee access which they register; and
(b) any changes to the entities listed in paragraph (a).
9. Participants shall immediately inform the BANQUE DE FRANCE if an event of default occurs in relation to them. T2-BF Agreement – Access by the TARGET2 network service provider 2016-10-25 Page 15 on 84
Cooperation and Information Exchange. 11.3.1 The Sellers shall no later than fifteen (15) Business Days after the Signing Date make all such filings and give all such notices as regards the filings Sellers are required to undertake under the HSR Act, provided that the Purchaser is supplied with a copy of such filings and notices in advance. If Sellers’ filings include competitively-sensitive information, Sellers’ obligations to provide copies under this section will be satisfied by a copy provided on an “outside counsel only” basis. The Purchaser shall provide to the Sellers all information in their possession which the Sellers reasonably request for this purpose.
11.3.2 The Sellers agree that, prior to the Closing Date, the Purchaser shall, at the Purchaser’s cost and expense and each only to the extent permissible under all applicable Laws, including any applicable antitrust and merger control Laws and regulations, be entitled to receive such required information on the businesses and operations of the Group Companies
3.1. The Sellers shall reasonably cooperate, and shall cause the Company to reasonably cooperate, therein. Without limiting the generality of the foregoing, Sellers shall, and shall cause their respective Affiliates to, use reasonable best efforts to provide, such assistance and cooperation as Purchaser may reasonably request and that is reasonably necessary or customary in connection with the arrangement of the Financing, including:
(a) causing their respective advisors and auditors to provide the Purchaser Financing Parties and the Financing Sources with customary supplemental due diligence information which the Purchaser Financing Parties may reasonably require to complete such Financing and such other information as is reasonably necessary in connection with the Financing and which can be provided without unreasonable effort or expense of Sellers; provided that any such information of a financial nature shall be limited to the Required Financial Information or, solely in connection with customary auditor comfort letters provided pursuant to Clause (c) below, limited to, derived from or based on, the Required Financial Information;
(b) providing reasonable assistance in the preparation of customary information memorandums, offering memorandums, prospectuses and supplements (the “Financing Marketing Materials”) thereto and related marketing materials and ancillary documents, in each case to be used in connection with the Financing, and providing, to the extent such informatio...
Cooperation and Information Exchange. Both parties agree to meet regularly and no less than monthly (which may be implemented by conference calls among all participants) to advise each other regarding progress on any one or more of the undertakings required during the Evaluation Period. Xxxxxxxxx agrees to share with Town such information as may be developed regarding financing, marketing, land-use issues, design questions and construction of the Project. Town shall, within 10 (ten) days of execution of this MOU provide copies of all items set forth on Exhibit “C” attached and incorporated into this MOU.
Cooperation and Information Exchange. 9.7.1 The Sellers and RSGG agree that, prior to the Closing Date, the Purchaser shall, subject to the Sellers’ prior approval, not to be unreasonably withheld, delayed or conditioned, and each only to the extent permissible under all applicable laws, including any applicable antitrust and merger control laws and regulations, be entitled to receive such information on the businesses and operations of the Group Companies as it reasonably requests for the purpose of (i) preparing the Closing, (ii) preparing the integration of the Group Companies after the Closing Date and (iii) filing and obtaining Regulatory Clearances and such other filings and clearances as may reasonably berequested by the Purchaser. Any such information requests and any exchange of information shall take place during regular business hours and under reasonable circumstances without unreasonable interference with the business operations of the Group Companies and in full compliance with applicable law. Information requests shall be exclusively addressed to the individuals designated in Part A of Schedule 9.7.1and any discussions and other direct contacts with the Group Companies shall on the Purchaser’s side be pursued by the individuals designated in Part B of Schedule 9.7.
1. The Sellers and RSGG shall reasonably cooperate, and shall cause the Group Companies to reasonably cooperate, therein.
9.7.2 From the Signing Date until Closing the Sellers and RSGG shall use all reasonable efforts in their capacity as sole shareholders of the Companies (in particular by passing, without undue delay after the execution of this Agreement, instructing shareholders resolutions for all Group Companies) to ensure that the senior management of the Group provides the Purchaser, on a timely basis, with such cooperation as the Purchaser may reasonably request in order for the Purchaser to complete, as soon as practicable and in consultation with the financing banks (i) an offering of debt securities in a transaction exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation S and Rule 144A under the Securities Act (the “High Yield Financing”), and (ii) bank financing (the “Bank Financing”) and (iii) any equity syndication proposed by the Purchaser or any of its direct or indirect shareholders (the “Equity Syndication”) and together with the High Yield Financing and the Bank Financing, the “Financing”), each in connection with the t...
