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.
b. In the event that GTA enters into agreements with other contractors or government institutions for additional work related to the Services, Devices, or other Equipment provided hereunder, Contractor agrees to cooperate fully with such other parties. Contractor shall not commit any act which will interfere with the work performed by any third party as set forth herein.
c. Upon expiration or earlier termination of this Agreement or any Services provided hereunder, Contractor shall accomplish a complete transition of the Services from Contractor to GTA, or to any replacement provider designated by GTA, without any interruption of or adverse impact on the Services or any other services provided by third parties. Contractor shall cooperate fully with GTA or such replacement provider and promptly take all steps required to assist in effecting a complete transition. All services related to such transition shall be performed at no additional cost beyond what would be paid for the Services hereunder.
d. Contractor shall not commit any act which will interfere with the work performed by any such party as set forth herein.
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. 14.1. Contractor, its employees, agents, subcontractors and assigns, agree to cooperate fully in the defense of any litigation brought against the State Entity or Contractor relating to the Services provided hereunder, and each party shall give the other prompt notice of any such claim, demand, suit or proceeding.
14.2. In the event that GTA enters into agreements with other contractors or government institutions for additional work related to the Services provided hereunder, Contractor agrees to cooperate fully with such other parties. Provided that in no event will Contractor be required to share any Contractor Confidential Information of Materials with any third party. Contractor shall not commit any act which will interfere with the work performed by any third party as set forth herein.
14.3. Upon expiration or earlier termination of this Agreement or any Services provided hereunder, Contractor shall accomplish a complete transition of the Services from Contractor to the State Entity, or to any replacement provider designated by the State Entity, without any interruption of or adverse impact on the Services or any other services provided by third parties. Contractor shall cooperate fully with the State Entity or such replacement provider and promptly take all steps required to assist in effecting a complete transition. All services related to such transition shall be performed at no additional cost beyond what would be paid for the Services hereunder.
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. (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.
(b) The Parties shall cooperate to complete the transition of any applicable support services from Seller and its service providers to Buyer and its service providers at or as soon as practicable following the Closing Date. Notwithstanding the foregoing, the Parties shall cooperate to agree upon terms for the provision by Seller and/or its service providers of any transition services required by Buyer until such services have been transitioned to Buyer and its service providers, including, if and as applicable, product supply provisions.
(c) Seller shall cause (i) all Restrictive Contracts listed on Schedule 7.6(c)(i) to be terminated or amended to remove any application or effect with respect to the Acquired Assets at no cost to Buyer prior to the Closing Date and (ii) all Restrictive Contracts listed on Schedule 7.6(c)(ii) to be terminated or amended to remove any application or effect with respect to the Acquired Assets at no cost to Buyer as soon as reasonably practicable after the Closing Date.
(d) Seller shall cause Ventiv Commercial Services, LLC to cease detailing the Product as of the Closing Date and thereafter. Upon receipt of the acknowledgement of the filing of the renewal application for the Nascobal trademark registered in Japan as Registration # 0000000 and issued on March 18, 1998, Seller shall cause the assignment of such trademark by MDRNA Inc. (formerly Nastech Pharmaceutical Company, Inc.)...
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. (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.
(b) For a period of seventy (70) days following the Closing, Seller shall provide to Buyer, at Seller’s expense, (i) such services in connection with the transition of the marketing and sale of the Product from Seller to Buyer as Buyer may reasonably request, including with respect to regulatory affairs, pharmacovigilance, customer service, and risk management programs and related processes, provided that such services can be provided by Seller without unreasonable burden (such as the engagement of additional employees or securing of services from independent contractors) to Seller and without unreasonable interference with Seller’s ongoing operations, and (ii) reasonable access to appropriate personnel in order to effect an orderly and rapid transition of material commercial information related to the conduct by Seller of the Business.
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.
(b) Following the Closing Date, the Sellers shall be entitled to receive all amounts collected in respect of the Assigned Receivables, and all amounts collected and received by the Company in respect of the Assigned Receivables shall be promptly remitted to the Sellers. Following the Closing Date, the Sellers shall be liable for and shall timely pay all amounts due under the Retained Liabilities, and any invoices or demands received by the Company in respect of the Retained Liabilities shall be promptly sent to the Sellers.
(c) Immediately prior to the Closing, the Company shall distribute all cash on hand of the Company as of the Closing Date to the Sellers.
Cooperation and Transition. 15.1. Contractor, its employees, agents, subcontractors and assigns, agree to cooperate fully in the defense of any litigation brought against GTA or Contractor relating tothe Services provided hereunder, and each party shall give the other prompt notice of any such claim, demand, suit or proceeding.
15.2. In the event that GTA enters into agreements with other contractors or government institutions for additional work related tothe Services provided hereunder, Contractor agrees to cooperate fully with such other parties. Contractor shall not commit any act which will interfere with the work performed by any third party as set forth herein.
15.3. Upon expiration or earlier termination of this Agreement or any Services provided hereunder, Contractor shall accomplish a complete transition of the Services from Contractor to GTA, or to any replacement provider designated by GTA, without any interruption of or adverse impact on the Services or any other services provided by third parties. Contractor shall cooperate fully with GTA or such replacement provider and promptly take all steps required to assist in effecting a complete transition. All services related to such transition shall be performed at no additional cost beyond what would be paid for the Services hereunder.
Cooperation and Transition. 31 5.14 Sellers' Investment Representations and Covenants.................... 31
