Cooperation and Transition a. Contractor, its employees, agents, and assigns, agree to cooperate fully in the defense of any litigation brought against GTA or Contractor relating to the Services, Devices or other Equipment provided hereunder, and each party shall give the other prompt notice of any such claim, demand, suit or proceeding.
Cooperation and Transition. Contractor must cooperate with the City and any incumbent Contractor at the expiration of any previous contract for the services described in this solicitation in order to accomplish a smooth phase-out and transition of responsibilities and services, if applicable.
Cooperation and Transition. From the date of this Agreement to the Closing Date, Seller and Owner will reasonably cooperate with the Purchaser in the Purchaser’s efforts to ensure that from and after the Closing, the operations of the Property shall continue in an efficient manner. Purchaser shall cooperate with Seller, and shall exercise commercially reasonable diligence to assure that all actions are taken in order to achieve the efficient transition contemplated hereunder in a timely manner at the Closing. Without limiting the foregoing, if any licenses or permits (including liquor licenses) relating to the Property or its operations are not assignable or not to be assigned hereunder, Seller will take such actions as may be reasonably required in order to assure that such licenses and permits remain in effect with respect to the Property following the Closing.
Cooperation and Transition. During the six (6) month period following AVENTIS' written notice of termination under Section 15.3 above, or AVENTIS' written notice that AVENTIS has elected to let this AGREEMENT expire at the end of the term or the then current extension period (as applicable), or, if this AGREEMENT is terminated for any other reason, during the six (6) month period immediately following such termination, AVENTIS shall use COMMERCIALLY REASONABLE EFFORTS to cooperate with GENTA to provide for an orderly transition of the development, regulatory and commercialization activities being performed by AVENTIS hereunder with respect to PRODUCT in the United States, to GENTA or its designee(s). In addition, AVENTIS shall cooperate fully to transition to GENTA upon GENTA's request any arrangement with any contractor from which AVENTIS had arranged to obtain a supply of COMPOUND or PRODUCT hereunder. In the event that such materials are manufactured by AVENTIS or its AFFILIATES, then AVENTIS shall continue to provide GENTA at cost with such materials for the completion of any clinical trials on-going as of the date of transition, and shall also supply to GENTA at cost a final, reasonable quantity of material (bulk product or otherwise) as ordered by GENTA within thirty (30) days after the date of transition. AVENTIS shall be obligated to produce such quantity of material ordered by GENTA, but only to the extent that AVENTIS, prior to the date of transition, was producing such material at a scale which would permit supply of such quantity in a single batch run, consistent with AVENTIS' past practices with respect to such COMPOUND or PRODUCT hereunder.
Cooperation and Transition. Employee understands that the Company’s obligations under this Agreement, including all consideration set forth in this Agreement, are contingent upon, among other things, Employee cooperating with the Company in his transition which includes:
Cooperation and Transition. (a) Subject to Section 7.10, each Party shall cooperate with the other in preparing and filing all notices, applications, submissions, reports and other instruments and documents (including post-Closing new drug application supplements or annual reports necessary for Buyer to manufacture, market, distribute and sell the Product in the United States and South Korea) that are necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Seller shall use commercially reasonable efforts to cooperate with Buyer in respect of Buyer’s efforts to obtain any consents and approvals of any Governmental or Regulatory Authority required for Buyer to be able to own and operate the Acquired Assets in the United States and South Korea, including providing data and information related to the CONFIDENTIAL INFORMATION OMITTED (TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) ASTERISKS DENOTE SUCH OMMISSION Regulatory Approvals, Regulatory Documentation and the Product upon request of any Governmental or Regulatory Authority in the United States and South Korea.
Cooperation and Transition. (a) Each Party shall cooperate fully with the other in preparing and filing all notices, applications, submissions, reports and other instruments and documents that are necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including Seller’s cooperation in the efforts of Buyer to obtain any consents and approvals of any Governmental or Regulatory Authority required for Buyer to be able to own the Purchased Assets.
Cooperation and Transition. 31 5.14 Sellers' Investment Representations and Covenants.................... 31
Cooperation and Transition. (a) The Parties shall cooperate in the transition of the Company and the Business to the Buyer Parties, including by transferring the books, records and accounts of the Company to the Buyer Parties and by executing such additional instruments and taking such additional acts as are reasonable and necessary. The Seller Parties shall use reasonable efforts to assist the Buyer Parties in obtaining or transferring Environmental Permits.
Cooperation and Transition. (a) Subject to Section 7.10, each Party shall cooperate with the other in preparing and filing all notices, applications, submissions, reports and other instruments and documents (including post-Closing new drug application supplements or annual reports necessary for Buyer to manufacture, market, distribute and sell the Product in the United States and South Korea) that are necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Seller shall use commercially reasonable efforts to cooperate with Buyer in respect of Buyer’s efforts to obtain any consents and approvals of any Governmental or Regulatory Authority required for Buyer to be able to own and operate the Acquired Assets in the United States and South Korea, including providing data and information related to the Regulatory Approvals, Regulatory Documentation and the Product upon request of any Governmental or Regulatory Authority in the United States and South Korea.
