COOPERATION OF AMG Sample Clauses

COOPERATION OF AMG. AMG shall cooperate and shall cause Merger Sub to cooperate with all reasonable requests of the Company in connection with the Company's compliance with its covenants in Sections 5.2, 5.3 and 5.4 hereof. AMG shall cooperate and shall cause Merger Sub to cooperate with all reasonable requests of the Company and the Company's counsel in connection with the consummation of the transactions contemplated hereby, including without limitation, filings under the HSR Act.
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COOPERATION OF AMG. AMG shall cooperate with all reasonable requests of the Company in connection with the Company's compliance with its covenants in Sections 5.2, 5.3 and 5.4 hereof.
COOPERATION OF AMG. AMG shall cooperate with all reasonable requests of the Xxxxxx Companies and their counsel in connection with the Xxxxxx Companies', the Stockholders' and the Charities' compliance with their covenants contained in Sections 5.2, 5.3 and 5.4 hereof. In addition, AMG shall cooperate fully, as and to the extent requested by the Xxxxxx Companies or their counsel or auditors, in connection with any litigation or other proceedings arising in connection with the transactions contemplated hereby (except to the extent a different standard is set forth in Section 6 hereof with respect to Tax matters).
COOPERATION OF AMG. (a) AMG shall cooperate (and shall cause Merger Sub to cooperate) with all reasonable requests of the Company in connection with the Company's compliance with its covenants in Sections 5.2, 5.3 and 5.4 hereof. (b) AMG shall for all purposes report (and shall cause Merger Sub to report) the value of the AMG Shares on a basis consistent with the Valuation and shall pay when due fifty percent (50%) of any expenses incurred in connection with the preparation of the Valuation Report.

Related to COOPERATION OF AMG

  • Cooperation of the Parties The Seller undertakes to notify the Buyer of any obstacles on his part, which may negatively influence proper and timely delivery of the Equipment.

  • Cooperation of Parties The Parties to this Agreement agree to cooperate in good faith to prepare and execute all documents, to seek Court approval, defend Court approval, and to do all things reasonably necessary to complete and effectuate the Settlement described in this Agreement.

  • Operation of Agreement This Agreement will be effective and binding immediately upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement will not be operative unless and until a Change in Control occurs. Upon the occurrence of a Change in Control at any time during the Term, without further action, this Agreement shall become immediately operative.

  • Location of Services Subcontractor will provide the Services at the following address(es): _________________________________________________________________________________________________________________________________________________________.

  • Files Management and Record Retention relating to Grantee and Administration of this Agreement a. The Grantee shall maintain books, records, and documents in accordance with generally accepted accounting procedures and practices which sufficiently and properly reflect all expenditures of funds provided by Florida Housing under this Agreement. b. Contents of the Files: Grantee must maintain files containing documentation to verify all funds awarded to Grantee in connection with this Agreement, as well as reports, records, documents, papers, letters, computer files, or other material received, generated, maintained or filed by Grantee in connection with this Agreement. Grantee must also keep files, records, computer files, and reports that reflect any compensation it receives or will receive in connection with this Agreement.

  • Definition of a Grievance A grievance is defined as a dispute or disagreement as to the interpretation or application of the specific terms and conditions of this AGREEMENT.

  • Administration of Agreement All approvals referenced in this Agreement must be obtained from the parties' contract administrators or their designees. All notices must be given to the parties' contract administrators respectively. The OAG's contract administrator is Xxxxxxxxx X. Xxxxxx, Chief, Bureau of Advocacy and Grants Management. The Provider’s contract administrator will be provided at the time of execution. The parties will provide each other with written notification of any change in its designated representative for this Agreement. Such changes do not require a formal written amendment to this Agreement.

  • Coordination of Services Consultant agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times.

  • Description of Administration Services on a Continuous Basis (a) PNC will perform the following administration services with respect to each Portfolio: (i) Prepare quarterly broker security transactions summaries; (ii) Prepare monthly security transaction listings; (iii) Supply, in the form requested, various customary Portfolio and Fund statistical data on an ongoing basis; (iv) Prepare and ensure the filing of the Funds’ annual and semi-annual reports with the SEC on Forms N-SAR and N-CSR and the Fund’s quarterly reports with the SEC on Form N-Q; (v) If mutually agreed by PNC and VP Distributors in writing, prepare (or assist in the preparation of) and ensure the filing of (or coordinate filing of, as may be mutually agreed) such other reports with the SEC as may be required by the SEC and that would be primarily fulfilled using books and records maintained by PNC under the terms of this Agreement; (vi) Assist in the preparation of registration statements and other filings relating to the registration of Shares; (vii) Monitor each Portfolio’s status as a regulated investment company under Sub-chapter M of the Internal Revenue Code of 1986, as amended (“Sub-Chapter M”); (viii) Coordinate contractual relationships and communications between the Funds and their contractual service providers; (ix) Prepare expense budgets, accrual review and expense reports as needed; (x) Provide read-only on-line access to accounting system as requested; (xi) Provide electronic transmissions of holdings, transactions, security master, general ledger, NAV, security pricing data, and cash activity as specified; (xii) Coordinate printing and mailing of annual and semi-annual financial statements; (xiii) Prepare reports for Fund Boards and attend Board meetings when and as requested; (xiv) Prepare, execute, and file each Portfolio’s Federal and state tax returns, including closed funds, and appropriate extensions after review and approval by the Fund’s independent registered public accounting firm; (xv) Prepare, execute, and file each Portfolio’s federal excise returns (Form 8613) after review and approval by the Fund’s independent registered public accounting firm; (xvi) Prepare annual tax provisions and financial tax disclosures; (xvii) Prepare tax cost for semi-annual and Form N-Q filings updated for current year-to-date wash sales and prior year known Schedule M adjustments; (xviii) Prepare dividend calculations, including accompanying analysis and earnings summary in accordance with applicable policy (as such policy is provided in writing by VP Distributors to PNC), and maintain dividend history; (xix) Prepare required disclosures for shareholder reporting, including Form 1099-DIV reporting and supporting materials such as QDI, DRD, income from U.S. Obligations, income from State obligations, income from AMT obligations, tax-exempt income, and Florida intangibles; (xx) Monitor and propose procedures as needed for tax considerations in the following areas: corporate actions, consent income, bad debt/restructurings, new instruments, premium amortization, and legislation and industry developments on an ad hoc basis; and (xxi) Prepare and deliver, to the extent available to PNC, survey information when and in the form requested.

  • Activities of ALPS The services of ALPS under this Agreement are not to be deemed exclusive, and ALPS shall be free to render similar services to others. The Fund recognizes that from time to time directors, officers and employees of ALPS may serve as directors, officers and employees of other corporations or businesses (including other investment companies) and that such other corporations and businesses may include ALPS as part of their name and that ALPS or its affiliates may enter into distribution agreements or other agreements with such other corporations and businesses.

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