Cooperation; Information. Spinco agrees to, and agrees to cause its Subsidiaries to, cooperate as reasonably requested by Parent to enable Parent to perform the Services. Spinco shall be responsible for providing certain information to Parent, or any Affiliate or designated third party provider engaged to perform particular Services, on a timely basis and in a format and with the level of detail reasonably acceptable to Parent or its Affiliate or designated third party provider, in each case solely to the extent necessary to enable Parent or its Affiliate or designated third party provider to provide Services under this Agreement and in a manner consistent with that required to be provided by the Spinco Business to receive such Service prior to the Distribution (to the extent applicable).
Cooperation; Information. (a) Subject to the terms and conditions set forth in this Agreement, the Company and Parent each shall cooperate with the other and use, and shall cause each of its Subsidiaries to use, reasonable best efforts to take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective, as soon as reasonably practicable, this Merger and the other transactions contemplated by this Agreement, including preparing and filing, as soon as reasonably practicable, all documentation to effect notices, reports and other filings necessary, proper or advisable to be filed with, and obtaining, as soon as reasonably practicable, all consents, registrations, approvals, permits and authorizations necessary, proper or advisable to be obtained from, any third party or any Governmental Entity.
(b) Subject to applicable Laws and the requirements of any Governmental Entity, the Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by it or any of its Subsidiaries from any third party or any Governmental Entity with respect to the Merger or any of the transactions contemplated by this Agreement. The Company and Parent each shall have the right to review reasonably in advance and, to the extent reasonably practicable, the Company and Parent each shall consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to Parent or the Company, as the case may be, or any of its Subsidiaries, that is to appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement (including the Proxy Statement). In exercising the foregoing rights, the Company and Parent each shall act reasonably and as promptly as practicable. The Company will cooperate with Parent and provide such assistance as Parent may reasonably request to promote the transactions contemplated by this Agreement and facilitate the Closing hereunder.
(c) The Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and shareholders ...
Cooperation; Information. Customer will cooperate with Signify in the performance of the Services and will make technically competent staff available for consultation with Signify with respect to the Services, as required. Customer shall provide Signify with such information as may be reasonably required or requested by Signify to execute the Services including any plans, specifications, drawings, or surveys describing physical characteristics, legal limitations and utility locations for the Site and any information that may be required to satisfy any applicable regulatory requirements. Customer will be responsible for sufficiency and completeness of such information, specifically including, but not limited to the accuracy of the dimensions described in any plans, surveys, drawings or specifications, and Signify will be entitled to rely on the accuracy and completeness of all information furnished by Customer.
Cooperation; Information. PMSI and the Purchaser shall cooperate in good faith toward the end that the transactions con-
Cooperation; Information. The Parties agree to, and agree to cause their respective Affiliates to, cooperate as reasonably requested by the other Party to assist such Party, its Affiliates and third-party providers of Service Provider in performing the Transition Services. Buyer shall be responsible for providing certain information to Service Provider, or to any Affiliate of Service Provider or third-party provider engaged to perform particular Transition Services, on a timely basis and in a format and with the level of detail acceptable to Service Provider or its Affiliate or third-party provider to enable Service Provider or its Affiliate or third-party provider to provide Transition Services under this Agreement.
Cooperation; Information. 9 4.2 Legal Conditions................................. 10 4.3 Expenses......................................... 10 4.4
Cooperation; Information. After the Closing, each Party shall, and shall cause its Affiliates to, reasonably cooperate and provide each other Party with such information relating to each Project Company as such other Party may reasonably request in connection with (a) filing any Tax Return or other Tax filing, (b) determining any Tax liability or right to refund of Taxes or (c) conducting or defending any audit or other Proceeding in respect of Taxes.
Cooperation; Information. (a) Subject to the provisions of Section 5.6 and paragraph (c) below, between the date hereof and the earlier of the Closing Date and the termination of this Agreement in accordance with Article VII, Seller shall cause the Seller Entities to and to instruct their respective personnel to, reasonably cooperate with Buyer and its Representatives during normal business hours and provide Buyer and its Representatives with reasonable access during normal business hours to their respective employees, personnel, Representatives, premises, facilities, and properties, and permit such Persons to review, their respective books, Contracts, accounts and records and shall provide such other information to Buyer and its Representatives as they may reasonably request; provided that any such access and review shall be granted and conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller or the Seller Entities. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Seller Entity shall be required to disclose any information to Buyer, or its Representatives, if doing so could in the judgment of Seller (i) violate any agreement or Law to which Seller or any Seller Entity is a party or to which Seller or any Seller Entity or the Acquired Business is subject or (ii) result in the waiver of any legal privilege or work product protection of Seller or any of its Affiliates.
(b) Between the date hereof and the earlier of the Closing Date and the termination of this Agreement in accordance with Article VII, Seller shall provide on a monthly basis promptly as they become available copies of all regularly prepared monthly financial statements and reports of each Seller Entity.
(c) Until the Closing Date, any information provided to or obtained by Buyer or its Representatives pursuant to this Section 5.2 (the “Confidential Material”) shall be held by Buyer in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms thereof. In the event of the termination of this Agreement for any reason, Buyer shall comply with the Table of Contents terms and provisions of the Confidentiality Agreement, including returning or destroying all Confidential Material.
(d) Between the date hereof and the earlier of the Closing Date and t...
Cooperation; Information. After each Relevant Closing, each Relevant Party shall, and shall cause its Affiliates to, reasonably cooperate and provide the other Relevant Party with such information relating to the Relevant Transferring Business or the Relevant NewCo as such other Relevant Party may reasonably request in connection with (a) filing any Tax Return or other Tax filing, (b) determining any Tax liability or right to refund of Taxes or (c) conducting or defending any audit or other Proceeding in respect of Taxes.
Cooperation; Information. Licensee or its counsel shall have reasonable opportunities to advise Licensor or its counsel in respect of any filing in the U.S. Patent & Trademark Office (or similar office in a foreign jurisdiction) regarding (i) the claims of a Licensed Class A Patent or (ii) the claims of a Licensed Class B Patent that would cover a Covered Product or Covered Method in the Field. Licensor shall reasonably consider Licensee’s requests in respect of such filing, prosecution and maintenance of such claims of Licensed Patents, and, solely with respect to the Licensed Class A Patents, shall either comply with Licensee’s requests or permit Licensee the right to proceed with the filing, prosecution and maintenance of such claims at its sole expense. Licensor shall copy Licensee on all correspondence regarding patent filing, prosecution and maintenance of such claims of Licensed Patents so long as, with respect to any patent application, Licensee holds such information in strict confidence.
