Cooperation and Representation Sample Clauses

Cooperation and Representation. You agree to, during the ninety (90) days after the Termination Date, reasonably cooperate with the Company and its affiliates and their respective directors, officers, attorneys and experts, and take all actions the Company may reasonably request, to assist in the orderly transition of your pending work to other officers or employees of the Company as may be designated by the Company. Such requests shall take into account any of your personal and business commitments and you shall be reimbursed (within thirty (30) days of providing an invoice to the Company) for any reasonable expenses incurred in connection with such cooperation.
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Cooperation and Representation. You agree to, during the ninety (90) days after the Termination Date, reasonably cooperate with the Company and its affiliates and their respective directors, officers, attorneys and experts, and take all actions the Company may reasonably request, to assist in the orderly transition of your pending work to other officers or employees of the Company as may be designated by the Company. Such requests shall take into account any of your personal and business commitments and you shall be reimbursed (within thirty (30) days of providing an invoice to the Company) for any reasonable expenses incurred in connection with such cooperation. You acknowledge and agree that Xxxxxxxxxxx Capital Management and its affiliates did not threaten an election or proxy contest, that you believe that each of Xxxxxx Xxxxx, Xxxx Xxxxxxx and Xxxxxxx Xxxxxx is an “Incumbent Director” within the meaning of the Amended and Restated Change in Control Severance Agreement between you and the Company, dated August 1, 2008 (the “CICSA”), and that you will not take any actions or make any statements which are inconsistent with such belief.
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Cooperation and Representation. Executive agrees to, during the ninety (90) days after the Separation Date, reasonably cooperate with the Company and its affiliates and their respective directors, officers, attorneys and experts, and take all actions the Company may reasonably request, to assist in the orderly transition of Executive’s pending work to other officers or employees of the Company as may be designated by the Company. Such requests shall take into account any of the Executive’s personal and business commitments. Executive shall be paid for all time expended in such cooperation at a rate not to exceed $200.00 an hour and she shall be reimbursed for any reasonable expenses incurred in connection with such cooperation within thirty (30) days of providing an invoice to the Company.
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Cooperation and Representation. Following your Retirement Date, you agree to reasonably cooperate with the Company upon reasonable request of the Company’s Board of Directors and be reasonably available to the Company with respect to matters arising out of your services to the Company Affiliated Group.
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Cooperation and Representation. The CSSP DPs and the MA will promptly inform each other of any event, internal or external, that might interfere or threaten to interfere with the successful implementation of the Programme. The MA will do so through the LDP. The Lead Development Partner The Lead Development Partner (LDP) will administer the contributions, manage the MA and follow-up the implementation of the Programme in accordance with the stipulations in this Arrangement, the Joint Programme Memorandum attached, and the LDP’s prevailing general principles and guidelines for development assistance and the Nordic+ principles. Irish Aid-Ethiopia is the LDP for the CSSP and is, in the first instance, central in coordinating with the Management Agent regarding the implementation of the CSSP along agreed lines. The LDP will be guided by a ToR agreed to by all DPs. The LDP is there to facilitate clear and speedy communications with the Management Agent team, the CSSP Development Partners, CMB and the PSC, and in order to reduce unnecessary transaction costs for all stakeholders as well as to clarify reporting arrangements. The LDP will coordinate submission of semi-annual financial reports to be generated from Irish Aid Headquarters showing (i) income received from CSSP DPs; (ii) amounts transferred to the MA Headquarters and (iii) amount remaining with Irish Aid (if any). LDP represents the interests of the CSSP DPs. It will deliver its role and responsibilities, shared with the CMB, in ensuring that CSSP work remains grounded in the programme’s overarching goal, objectives and expected outcomes. The LDP has overall responsibility for overseeing the administrative/contractual and financial arrangements (including related reporting to CSSP Development Partners). The LDP is responsible for ensuring timely funding requests to DPs based on MA requests, and for the subsequent timely transfer to the BC Headquarters. The LDP is responsible for review in the first instance of all financial and activity reports submitted by the MA. The LDP is also responsible for ensuring that CSSP DPs are consulted and otherwise involved at appropriate/critical moments in the development of the CSSP programme as specified in the contract between the LDP and the MA and in this Arrangement. Along with all CSSP DPs, the LDP is responsible for decisions and final approval of critical developments in the CSSP programme, bearing in mind and responding, as much as possible, to inputs from PSC members. Where there may be dif...
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Related to Cooperation and Representation

  • Independence of Covenants and Representations and Warranties All covenants hereunder shall be given independent effect so that if a certain action or condition constitutes a default under a certain covenant, the fact that such action or condition is permitted by another covenant shall not affect the occurrence of such default, unless expressly permitted under an exception to such initial covenant. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached shall not affect the incorrectness of or a breach of a representation and warranty hereunder.

  • Covenants and Representations Notwithstanding anything to the contrary in this Agreement or otherwise, (i) CEOC, on behalf of itself and the Debtors, shall cause the Company to perform each obligations, covenant, undertaking and agreement in this Agreement, and to cause the Company’s representations and warranties in this Agreement to be true, complete and correct as of the times given and shall be liable for all obligations not satisfied or performed by the Company, (ii) all obligations, covenants, undertakings and agreements of the Preferred Backstop Investors to the Company shall apply only after the Company has been properly incorporated and formed in accordance with the Plan and (iii) the Company shall be deemed to give the representations and warranties with respect to itself and contained in Section 3 only on the Effective Date and on the date that it has been properly incorporated and formed in accordance with the Plan.

  • Drafting and Representation The parties have participated jointly in the negotiation and drafting of this Agreement. No provision of this Agreement will be interpreted for or against any party because that party or his or its legal representative drafted the provision.

  • Survival of Covenants and Representations All covenants, representations and warranties made by the Company herein and in any certificates delivered pursuant hereto, whether or not in connection with the Closing Date, shall survive the closing and the delivery of this Agreement and the Notes.

  • GENERAL WARRANTIES AND REPRESENTATIONS The Borrower warrants and represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Majority Lenders in writing:

  • Warranties and Representations The Contractor warrants and represents that:

  • Seller’s Warranties and Representations Seller hereby represents and warrants to Buyer as follows:

  • ACKNOWLEDGMENTS AND REPRESENTATIONS Borrower acknowledges and represents that the Note and other Loan Documents, as amended hereby, are in full force and effect without any defense, counterclaim, right or claim of set-off; that, after giving effect to this Agreement, no default or event that with the passage of time or giving of notice would constitute a default under the Loan Documents has occurred, all representations and warranties contained in the Loan Documents are true and correct as of this date, all necessary action to authorize the execution and delivery of this Agreement has been taken; and this Agreement is a modification of an existing obligation and is not a novation.

  • Covenants, Warranties and Representations Each of the parties covenants, warrants and represents for itself as follows:

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