Cooperation and Notice Sample Clauses

Cooperation and Notice. (a) Each Party shall cooperate with the other Party fully in the preparation, filing, prosecution and maintenance of any applications and registrations for Intellectual Property Rights under Article 5 hereof, including executing all papers and instruments required in order to enable either Party to apply for, to prosecute and to maintain applications and registrations in any country.
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Cooperation and Notice. As provided for in this Article 6, a Party shall cooperate with the other Parties in the preparation, filing, prosecution and maintenance of any applications and registrations for Intellectual Property Rights, including executing all papers and instruments required in order to enable the Party to apply for, to prosecute and to maintain applications and registrations in any country. Each Party shall provide to the others prompt notice as to all matters which come to its attention and which may affect the preparation, filing, prosecution or maintenance of any such applications or registrations, and shall at all times keep the other fully and promptly informed of all developments in the preparation, filing, prosecution and maintenance of any such applications or registrations.
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Cooperation and Notice. As provided for in this Article 6, a Party shall cooperate with the other Party in the preparation, filing, prosecution and maintenance of any Patents or Patent Applications within the UHN Background IP and Foreground IP, including executing all [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. papers and instruments required in order to enable the Party to apply for, to prosecute and to maintain applications and registrations in any country.
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Cooperation and Notice. The Party affected under Section 12.1 must promptly notify the other Party of the change, required compliance, official notice, or evidence of violation, and its desire to renegotiate this Agreement in order to address the occurrence of one or more of the events enumerated in Section 12.1(a)-(d) above. If the Parties hereto are unable to agree in good faith on a modification to such portion or provision of this Agreement, which modification does not materially alter a material benefit of the original Agreement enjoyed by either Party, and if an amendment to this Agreement is not executed within thirty (30) days of receipt of the renegotiation notice, the Party adversely affected shall have the right to immediately terminate this Agreement upon written notice to the other Party.
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Cooperation and Notice a. Executive agrees to assist and cooperate reasonably with the Company (and its outside counsel) in connection with the defense or prosecution of any claim that may be made or threatened against or by the Company (or any affiliate), or in connection with any ongoing or future investigation or dispute or claim of any kind involving the Company, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including preparing for and testifying in any proceeding to the extent such claims, investigations or proceedings relate to services performed or required to be performed by Executive, pertinent knowledge possessed by Executive, or any act or omission by Executive. Executive will perform all acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this section. The Company will reimburse Executive for reasonable out-of-pocket expenses incurred as a result of such cooperation and will compensate Executive for any time incurred in providing such cooperation and assistance hereunder at the rate of $200 per hour.
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Cooperation and Notice. I agree to assist the Company with respect to all reasonable requests to provide documents, testify, or otherwise assist in connection with any legal proceeding relating to the Company, including but not limited to, any Federal, state or local government audit, proceeding or investigation, other than proceedings relating to the enforcement of this Agreement or other proceedings in which I am a named party whose interests are adverse to those of the Company. In addition, unless otherwise required by law, I agree to immediately notify the General Counsel of the Company of all subpoenas issued to me or contact made with me by any government official or law enforcement agency relating in any way to Omnicare or to my employment and to provide the Company with a copy of any subpoena upon receipt. Nothing in this Paragraph shall prevent me from communicating with government officials or law enforcement or participating in any government or law enforcement investigation.
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Cooperation and Notice. Executive agrees to fully cooperate with and make reasonable best efforts to assist Rural/Metro, its officers and directors, and any of its direct or indirect subsidiaries, affiliates, partnerships, or joint ventures, in any litigation matters, lawsuits, cases, claims, charges, actions, hearings, and/or investigations before any federal, state, or local court, law enforcement agency, licensing body, administrative body, arbitrator, mediator, or other judicial or quasi-judicial body (hereinafter collectively referred to as "Legal Actions"). Such assistance shall include, but is not limited to, providing information to Rural/Metro, its officers, directors and/or any of its direct or indirect subsidiaries, affiliates, partnerships or joint ventures or any of their legal counsel, when requested and in a prompt and thorough manner, and testifying when reasonably determined necessary by Rural/Metro, its officers and directors, and any of its direct or indirect subsidiaries, affiliates, partnerships, or joint ventures or any of their legal counsel. Rural/Metro shall reimburse Executive for his reasonable out-of-pocket expenses incurred in connection with performing his obligations under this Section 20. Executive agrees that he will use his reasonable best efforts to notify Secretary or General Counsel of Rural Metro 11 of any subpoena of Executive requiring testimony or documents of any nature in any manner connected with Executive's employment or affiliation with Rural/Metro within 24 hours of the service of the subpoena on Executive or his legal representative(s).
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Cooperation and Notice. Each Party shall cooperate with the other Party fully in the preparation, filing, prosecution and maintenance of any applications and registrations for Intellectual Property Rights under Article 5 hereof, including executing all papers and instruments required in order to enable either Party to apply for, to prosecute and to maintain applications and registrations in any country. Each Party shall provide to the other prompt notice as to all matters which come to its attention and which may affect the preparation, filing, prosecution or maintenance of any such applications or registrations, and shall at all times keep the other fully and promptly informed of all developments in the preparation, filing, prosecution and maintenance of any such applications or registrations.
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Related to Cooperation and Notice

  • Cooperation and Coordination The Parties acknowledge and agree that it is their mutual objective and intent to minimize, to the extent feasible and legal, taxes payable with respect to their collaborative efforts under this Agreement and that they shall use all commercially reasonable efforts to cooperate and coordinate with each other to achieve such objective.

  • FINANCIAL INFORMATION AND NOTICES Until all the Obligations have been finally and indefeasibly paid and satisfied in full and the Commitments terminated, unless consent has been obtained in the manner set forth in Section 12.9 hereof, the Borrower will furnish or cause to be furnished to the Administrative Agent and each Lender at its address set forth in Schedule 1, or such other office as may be designated by the Agent or the applicable Lender from time to time:

  • Cooperation and Further Assurances Each party will cooperate with the other in fulfilling its obligations under this Acquisition Plan and will provide such information and documentation as is reasonably requested by the other in carrying out this Acquisition Plan?s terms. Each party will provide such further assurances concerning the performance of its obligations hereunder and execute all documents for or in connection with the consummation of the Acquisition as, with respect to such assurances or documents, the other shall deem necessary or appropriate.

  • Cooperation and Assistance (i) The Parties shall cooperate with each other in the filing of any Tax Returns and the conduct of any audit or other proceeding. They each shall execute and deliver such powers of attorney and make available such other documents as are reasonably necessary to carry out the intent of this Section 6.14.

  • COMMUNICATION AND NOTICE REQUIREMENTS All communications, notices and approvals provided for hereunder shall be in writing and mailed or delivered to the Seller or the Purchaser, as the case may be, addressed as set forth in the related Sale Agreement or at such other address as either party may hereafter designate by notice to the other party. Notice given in any such communication, mailed to the Seller or the Purchaser by appropriately addressed registered mail, shall be deemed to have been given on the day following the date of such mailing.

  • Information and Cooperation Each Party that has responsibility for filing and prosecuting any Patent Rights under this Section 7.4 (a “Filing Party”) shall (a) regularly provide the other Party (the “Non-Filing Party”) with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the Non-Filing Party; and (b) provide the Non-Filing Party and its patent counsel with an opportunity to consult with the Filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response. The advice and suggestions of the Non-Filing Party and its patent counsel shall be taken into consideration in good faith by such Filing Party and its patent counsel in connection with such filing. Each Filing Party shall pursue in good faith all reasonable claims and take such other reasonable actions, as may be requested by the Non-Filing Party in the prosecution of any Patent Rights covering any Program Technology under this Section 7.4; provided, however, if the Filing Party incurs any additional expense as a result of any such request, the Non-Filing Party shall be responsible for the cost and expenses of pursuing any such additional claim or taking such other actions. In addition, Company agrees that if Licensor claims any action taken under Section 7.4(d)(i) would be detrimental to Patent Rights covering Licensor Technology, Licensor shall provide written notice to Company and the Patent Coordinators shall, as promptly as possible thereafter, meet to discuss and resolve such matter and, if they are unable to resolve such matter, the Parties shall refer such matter to a mutually agreeable outside patent counsel for resolution.

  • Cooperation and Records Retention Seller and Buyer shall (i) each provide the other with such assistance as may reasonably be requested by any of them in connection with the preparation of any return, audit, or other examination by any taxing authority or judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other with any records or other information that may be relevant to such return, audit or examination, proceeding or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding, or determination that affects any amount required to be shown on any tax return of the other for any period. Without limiting the generality of the foregoing, Buyer and Seller shall each retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all tax returns, supporting work schedules, and other records or information, in a timely manner, as and that may be relevant to such returns for all tax periods or portions thereof ending on or before the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to review and copy the same.

  • ACCESS AND NOTICE 10 4.4 APPROVALS OF THIRD PARTIES AND PERMITS AND CONSENTS . . . . . . . . . . . 10 4.5

  • Litigation and Compliance There is no action, suit, investigation, litigation or proceeding against such Legal Entity pending or threatened before any court, governmental agency or arbitrator that challenges, or would reasonably be expected to have a material adverse effect on, the legality, validity or enforceability of this Agreement.

  • 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).

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