Cooperation and Information Sharing. QBT shall provide BWFG with any information concerning QBT that BWFG may reasonably request in connection with the drafting and preparation of the Merger Registration Statement and Proxy Statement/Prospectus, and each party shall notify the other promptly of the receipt of any comments of the SEC with respect to the Merger Registration Statement or Proxy Statement/Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to QBT promptly copies of all correspondence between it or any of its representatives and the SEC. BWFG shall provide QBT and its counsel with appropriate opportunity to review and comment on all amendments and supplements to the Merger Registration Statement and Proxy Statement/Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of BWFG and QBT agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC. QBT agrees to cause the Proxy Statement/Prospectus and all required amendments and supplements thereto to be mailed to the holders of QBT Stock entitled to vote at the QBT Meeting at the earliest practicable time.
Cooperation and Information Sharing. HVBC shall provide CZFS with any information concerning HVBC that CZFS may reasonably request in connection with the drafting and preparation of the Merger Registration Statement and Proxy Statement/Prospectus, and each party shall notify the other promptly of the receipt of any comments of the SEC with respect to the Merger Registration Statement or Proxy Statement/Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information. CZFS shall promptly provide to HVBC copies of all correspondence between it or any of its representatives and the SEC. CZFS shall provide HVBC and its counsel with appropriate opportunity to review and comment on all amendments and supplements to the Merger Registration Statement and Proxy Statement/Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of CZFS and HVBC agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC, and to cause the Proxy Statement/Prospectus and all required amendments and supplements thereto, to be mailed to the holders of HVBC Stock entitled to vote at the HVBC Meeting at the earliest practicable time.
Cooperation and Information Sharing. With respect to any suit or other action under this Section 10.4, the Party that is not bringing such suit or other action (“Non-Enforcing Party”) shall cooperate fully as may be reasonably requested by the Party bringing such suit or other action (“Enforcing Party”), upon reasonable notice, to maintain such suit or other action, by executing and making available such documents as the Enforcing Party may reasonably request, and by performing all other acts which are or may become reasonably necessary to vest in the Enforcing Party the right to institute any such suit or other action, including by being joined to such action if so requested and by using commercially reasonable efforts to obtain any necessary joinder or cooperation in any such suit or other action from any applicable Third Parties. The Enforcing Party shall keep the Non-Enforcing Party regularly informed of the status and progress of such efforts, and shall reasonably consider the Non-Enforcing Party’s comments on any such efforts.
Cooperation and Information Sharing. (a) A4S and the Surviving Corporation, on the one hand, and the Shareholders on the other hand, will cooperate with each other in defending or prosecuting any action, suit, proceeding, investigation or audit of the other relating to each Target’s Tax Returns for all periods up to and including the Closing Date and any audit of A4S, the Surviving Corporation, the Shareholders or the Targets with respect to the sales, transfer and similar transactions contemplated by this Agreement. A4S, the Surviving Corporation and the Shareholders shall respond to all reasonable inquiries related to such matters and to provide, to the extent possible, substantiation of transactions and make available and furnish appropriate documents and personnel in connection therewith.
(b) For a period of seven years after the Closing Date (or such longer period as may be required by any governmental agency or ongoing legal proceeding), none of A4S, the Surviving Corporation or the Shareholders shall dispose of or destroy any of the business records and files of the Business, without first giving the others thirty days’ written notice, who then shall have the right, at their option and expense, to take possession of the records and files. Each party shall allow the others and their representatives access to all business records and files of the Business, during regular business hours and upon reasonable notice at such other party’s principal place of business or at any location where such records are stored, and the parties shall have the right, each at its own expense, to make copies of any such records and files.
Cooperation and Information Sharing. 4.1 ZapMe shall, subject to any confidentiality restrictions it may be under, keep Sylvan apprised of and consult with Sylvan on the types of educational products and services ZapMe intends to offer on or through the ZapMe!-TM- netspace (the "ZapMe Netspace"). If such products or services are similar to the Authorized Products and Services or other products and services Sylvan offers, ZapMe will provide Sylvan with notice thereof prior to committing to offering such products or services on the ZapMe Netspace.
4.2 Sylvan will keep ZapMe apprised of its efforts to deliver the Authorized Products and Services in as many Eligible Schools as is practical.
Cooperation and Information Sharing. (a) Buyer and Seller will cooperate with each other in defending or prosecuting any action, suit, proceeding, investigation or audit of the other relating to Buyer’s Tax returns for all periods up and including the Closing date and any audit of Buyer or Seller with respect to the sales, transfer and similar transactions contemplated by this Agreement. Buyer and Seller shall respond to all reasonable inquiries related to such matters and to provide, to the extent possible, substantiation of transactions and make available and furnish appropriate documents and personnel in connection therewith.
(b) For a period of seven years after the Closing Date (or such longer period as may be required by any governmental agency or ongoing legal proceeding), neither Seller nor Buyer shall dispose of or destroy any of the business records and files of the Business, without first giving the other thirty days’ written notice, who then shall have the right, at its option and expense, to take possession of the records and files. Each party shall allow the other and its representatives access to all business records and files of the Business, during regular business hours and upon reasonable notice at such other party’s principal place of business or at any location where such records are stored, and the parties shall have the right, each at its own expense, to make copies of any such records and files.
(c) Buyer shall make available to Seller, at Seller’s expense, personnel to assist in locating and obtaining records and files maintained by Buyer and any of Buyer’s personnel previously in Seller’s employ whose assistance or participation of or preparation for existing or future litigation, arbitration, tax return preparation or other similar matters in which Seller or the Shareholders is involved and which is related to the Business.
Cooperation and Information Sharing. 52. The MA and the IA may disclose information to each other pursuant to the applicable provisions of section 120 of the BO and section 53A of the IO.
53. The Parties agree that they will without prejudicing their own functions, consult one another as soon as reasonably practicable on any issues which might have significant implications for the other Party, and endeavour to share with the other Party information that may affect the functions of the other Party. Such information may include, but is not limited to, the following:-
(a) information concerning the safety and soundness of the relevant financial groups;
(b) information provided by home supervisors of the financial groups;
(c) any material concern about the financial groups;
(d) any co-ordinated supervisory action which may be necessary by more than one relevant supervisor in relation to the financial groups; and
(e) relevant data and information to facilitate high-level, off-site monitoring of activities that are of mutual regulatory interest to the Parties.
54. If either Party notes a change in the condition of an entity under its supervision that could threaten the financial stability of the financial groups of which such entity is a part, the Party noting the change will endeavour to notify the other Party of the relevant details immediately. Where necessary, the Parties shall meet as soon as reasonably practicable to discuss a co-ordinated supervisory response.
Cooperation and Information Sharing. The parties agree to cooperate ----------------------------------- in the development of strategies relating to the introduction and marketing of Licensed Products. In addition, subject to Section 13, the parties will exchange their consumer and market research information relating to Licensed Products and the Centres on a quarterly basis.
Cooperation and Information Sharing. Each of TCI and Century will use commercially reasonable efforts to cooperate with each other at any time prior to June 30, 2000 regarding the other's Year 2000 Remediation Program as such program relates to the Computer and Other Systems to be received by the other party. Such cooperation shall consist of providing the other party with any non-confidential information possessed by such party and reasonably requested by the other party regarding the Year 2000 Readiness of any material component of such party's Computer and Other Systems.
Cooperation and Information Sharing. Optima shall provide Cambridge with any information concerning Optima that Cambridge may reasonably request in connection with the drafting and preparation of the Merger Registration Statement and Proxy Statement/Prospectus. Cambridge shall notify Optima promptly of the receipt of any comments of the SEC with respect to the Merger Registration Statement or Proxy Statement/Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Optima promptly copies of all correspondence between it or any of its representatives and the SEC. Cambridge shall provide Optima and its counsel with appropriate opportunity to review and comment on all amendments and supplements to the Merger Registration Statement and Proxy Statement/Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of Cambridge and Optima agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC. Optima agrees to cause the Proxy Statement/Prospectus and all required amendments and supplements thereto to be mailed to the holders of Optima Stock entitled to vote at the Optima Meeting as soon as practicable following the date that the Merger Registration Statement is declared effective under the Securities Act.
