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. (b) 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. (c) Each Party shall have the right to comment on all patent applications to be filed by the other Party within the timeframes of the patent filing process and deadlines. The Parties will endeavour to account for the comments of the other Party where practicable and reasonable to modify such applications.
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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 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.
Sample 1
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).
Sample 1
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. b. In addition, for two (2) years following the date Executive sign this Agreement, if Executive is contacted by any third party, is requested to provide information, or is served with any form of legal process such as a subpoena, concerning any Company legal matter, Executive shall give notice by telephone to the Company’s General Counsel as soon as practicable but in no event later than two (2) business days after such contact, unless otherwise required by law. In the event Executive is subpoenaed for deposition or to give testimony at any hearing in any pending or future litigation or governmental investigation concerning the Company, Executive agrees that he will be represented at such deposition or hearing, unless otherwise required by law, at the Company’s expense by counsel of the Company’s choice. If either Executive or the Company reasonably concludes that his interests conflict with the Company’s interests in the matter, Executive shall have the right to retain independent counsel and the Company shall have the right, but not the obligation, to pay some or all of that expense. In the event the Company elects to make such payment, the Company shall have the right to select or approve choice of his counsel, such approval not to be withheld unreasonably.
Sample 1
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.
Sample 1
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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.
Sample 1

Related to Cooperation and Notice

  • INFORMATION AND NOTICES A. Unless otherwise expressly provided in this Agreement, all notices required or permitted hereunder shall be in writing and deemed sufficiently given for all purposes hereof if (i) delivered in person, by courier (e.g., by Federal Express) or by registered or certified United States Mail to the Party to be notified, with receipt obtained, or (ii) sent by facsimile or email transmission, with notice of receipt obtained, in each case to the appropriate address or number as set forth below. Each notice shall be deemed effective on receipt by the addressee as aforesaid; provided that, notice received by facsimile or email transmission after 5:00 p.m. at the location of the addressee of such notice shall be deemed received on the first business day following the date of such electronic receipt. B. Notices to the District shall be addressed to the District’s Authorized Representative as follows: Xx. Xxxxxxxx Xxxxxxx Superintendent of Schools Xxxxxxx-Portland Independent School District 000 Xxxxxxx Xxxxxx Xxxxxxxx, Xxxxx 00000 Phone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@x-xxxx.xxx or at such other address or to such other facsimile transmission number and to the attention of such other person as a Party may designate by written notice to the other. C. Notices to the Applicant shall be addressed to its Authorized Representative as follows: Xxxxxx Xxxx Property Tax Division Manager Exxon Mobil Corporation 0000 Xxxxxx Xxxxxxx Blvd. The Woodlands, Texas 77380 Phone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxx.x.xxxx@xxxxxxxxxx.xxx or at such other address or to such other facsimile transmission number and to the attention of such other person as a Party may designate by written notice to the other.

  • 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 Plan and will provide such information and documentation as is reasonably requested by the other in carrying out the 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. (ii) If (A) any party is liable under this Section 6.14, including amounts due to Section 6.14(b), for any portion of a Tax shown due on any Tax Return required to be filed by the other Party pursuant to this Section 6.14, subject to Section 6.14(a)(ii), the Party obligated to file such Tax Return pursuant to this Section 6.14 shall deliver a copy of the relevant portions of such Tax Return to the liable Party for such Party’s review and comment within 30 days prior to the due date for filing such Tax Return (taking into account any extensions, if applicable). Subject to Section 6.14(a)(ii), the Party who is required to file such Tax Return will make such changes to the Applicable Tax Return as reasonably requested by the other Party. If the Parties disagree as to the treatment of any item shown on such Tax Return or with respect to any calculation with respect to any Tax Return to be filed pursuant to this Section 6.14, an internationally recognized accounting firm mutually agreed upon by Purchaser and Seller or the applicable Other Seller, as the case may be, shall determine how the disputed item is to be treated on such Tax Return. Any payments made by a Party to another Party pursuant to this Section 6.14 shall be made no later than the later of 10 days prior to the due date of the applicable Tax Return and 5 business days after the receipt of the applicable Tax Return by the Party from whom payment is required. (iii) Upon request or upon payment, each Party shall deliver to the tax director of the other Party certified copies of all receipts for any foreign Tax with respect to which such other Party or any of its Affiliates could claim a foreign tax credit and any supporting documents required in connection with claiming or supporting a claim for such a foreign tax credit. (iv) The Parties shall retain records, documents, accounting data and other information in whatever form that are necessary for the preparation and filing, or for any Tax audit, of any and all Tax Returns with respect to any Taxes that relate to taxable periods that do not begin after the Closing Date. Such retention shall be in accordance with the record retention policy of the respective Party, but in no event shall any Party destroy or otherwise dispose of such records, documents, accounting data and other information prior to the expiration of the applicable statute of limitations (including extensions) and without first providing the other Party with a reasonable opportunity to review and copy the same. Each Party shall give any other Party reasonable access to all such records, documents, accounting data and other information as well as to its personnel and premises to the extent necessary for a reasonable review or a Tax audit of such Tax Returns and relevant to an obligation under this Section 6.14. (v) Seller and the Other Sellers shall use their commercially reasonable efforts to provide Purchaser with a clearance certificate or similar document(s) which may be required by any taxing authority to relieve Purchaser of any obligation to withhold any portion of the payments to Seller or the Other Sellers pursuant to this Agreement, the Ancillary Agreements, the Intellectual Property License Agreement or the Trademark License Agreement. (vi) Upon reasonable request by a Party, the other Party shall cooperate in good faith to effectuate modifications to this Agreement that are otherwise economically neutral to the other Party in order to better accommodate the business and financial goals of the requesting Party.

  • 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.

  • 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.

  • COMMUNICATION AND NOTICES 20.1 Any notice, instruction, request or other communication to be given to the Company by the Client under the Agreement shall be in writing and shall be sent to the Company’s email address at [Email to be added].

  • Litigation and Compliance (a) There are no actions, suits, claims or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of VCP23, threatened: (i) against or affecting VCP23 or with respect to or affecting any asset or property owned, leased or used by VCP23; or (ii) which question or challenge the validity of this Agreement, or the Amalgamation or any action taken or to be taken pursuant to this Agreement, or the Amalgamation; except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on VCP23 nor is VCP23 aware of any basis for any such action, suit, claim, proceeding or investigation . (b) VCP23 has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on VCP23. (c) Neither VCP23, nor any asset of VCP23 is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on VCP23 or which is reasonably likely to prevent VCP23 from performing its obligations under this Agreement. (d) VCP23 has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not have a Material Adverse Effect on VCP23.

  • 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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