COOPERATION WITH COMPANIES Sample Clauses

COOPERATION WITH COMPANIES. 13.1 PHARMACY agrees to cooperate with HEALTH OPTIONS fully in connection with the conducting by HEALTH OPTIONS of its credentialing activities, peer review activities, utilization management programs, drug use evaluation programs, complaint resolution processes, and quality management programs which HEALTH OPTIONS establishes to the extent that such programs relate to Covered Services to be provided in accordance with this Agreement, and in connection with its regular audit activities. In connection therewith, PHARMACY will allow employees, agents, and/or independent contractors retained by HEALTH OPTIONS for the performance of such activities, access to records pertaining to Members at reasonable times, consistent with applicable Florida law. PHARMACY will comply with all reasonable requirements and policies of HEALTH OPTIONS used in administering such activities and/or programs and, further, shall comply with administrative policies and procedures that are used by HEALTH OPTIONS in conducting their business operations. HEALTH OPTIONS shall not be subject to liability to PHARMACY as a result of conducting such activities or programs, provided that HEALTH OPTIONS have acted in good faith. 13.2 PHARMACY agrees to comply with the specific Performance Standards set out in Exhibit "C" titled Performance Standards. 13.3 PHARMACY and HEALTH OPTIONS agree to make all reasonable efforts, consistent with advice of counsel and the requirements of applicable insurance policies and carriers, to coordinate the defense of all claims in which the other is either a named defendant or has a substantial possibility of being named.
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COOPERATION WITH COMPANIES. During and after the term of the Executive’s employment, the Executive will cooperate with the Companies in responding to the reasonable requests of the Companies in connection with any and all existing or future litigation, arbitrations, mediations or investigations brought by or against the Companies, or its or their respective affiliates, agents, officers, directors or employees, whether administrative, civil or criminal in nature, in which the Companies reasonably deems the Executive’s cooperation necessary or desirable. In such matters, the Executive agrees to provide the Companies with reasonable advice, assistance and information, including offering and explaining evidence, providing sworn statements, and participating in discovery and trial preparation and testimony. The Executive also agrees to promptly send the Companies copies of all correspondence (for example, but not limited to, subpoenas) received by the Executive in connection with any such legal proceedings, unless the Executive is expressly prohibited by law from so doing. To the extent possible, the Companies shall try to limit the Executive’s cooperation under this Section 6 to regular business hours. In any event, (i) in any matter subject to this Section 6, the Executive shall not be required to act against his own legal interest and (ii) any request for such cooperation shall take into account (A) the significance of the matters at issue in the litigation, arbitration, mediation or investigation and (B) the Executive’s other personal and business commitments. The Companies agree to provide the Executive reasonable notice, to the extent practicable, in the event his assistance is required. The Companies shall reimburse the Executive for the reasonable costs and expenses incurred by him as a result of providing such cooperation, upon the submission of the appropriate documentation to the Companies. Such costs and expenses shall include, without limitation, demonstrably lost wages (after the termination of his employment by the Companies), travel costs and legal fees to the extent the Executive reasonably believes that separate representation is warranted. The Executive’s entitlement to reimbursement of such costs and expenses, including legal fees, pursuant to this Section 6, shall in no way affect the Executive’s rights to be indemnified and/or advanced expenses in accordance with the Companies’ organizational documents, any applicable insurance policy, and/or in accordance with this ...
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COOPERATION WITH COMPANIES. Executive will be available pursuant to Paragraph 1 (above). Executive agrees from and after the Termination Date to make herself available to the Companies to provide reasonable cooperation and assistance to the Companies with respect to the areas and matters in which she was involved during her employment, and to provide the Companies, if requested, information relating to ongoing matters of interest to the Companies. The Companies will take into consideration the Executive’s personal and business commitments, will give the Executive as much advance notice as reasonably possible, and ask that she be available at such time or times, and at such location or locations, as are mutually convenient to her and the Companies. To the extent Executive’s services are required pursuant to this Paragraph 13 for any extended period following the Termination Date (other than in connection with any governmental or regulatory inquiry or action), the Companies will pay to Executive a per diem amount calculated based on Executive’s annual base salary in effect immediately prior to the Termination Date. The Companies agree to reimburse the Executive for the actual out-of-pocket expenses she incurs as a result of her complying with this Paragraph 13, including but not limited to reasonable legal fees, subject to her submission to the Companies of documentation substantiating such expenses as the Companies may reasonably require.
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COOPERATION WITH COMPANIES. 14.1 PHARMACY agrees to cooperate with COMPANIES fully in connection with the conducting by COMPANIES of their credentialing activities, peer review activities, utilization management programs, drug use evaluation programs, complaint resolution processes, and quality management programs which COMPANIES establish to the extent that such programs relate to pharmacy services and/or supplies to be provided in accordance with this Agreement, and in connection with its regular audit activities. In connection therewith, PHARMACY will allow employees, agents, and/or independent contractors retained by COMPANIES for the performance of such activities, access to records pertaining to Members at reasonable times, consistent with applicable Florida law. PHARMACY will comply with all reasonable requirements and policies of COMPANIES used in administering such activities and/or programs and, further, shall comply with administrative policies and procedures that are used by COMPANIES in conducting their business operations. COMPANIES shall not be subject to liability to PHARMACY as a result of conducting such activities or programs, provided that COMPANIES have acted in good faith. 14.2 PHARMACY agrees to comply with the specific Performance Standards set out in Exhibit B. 14.3 PHARMACY and COMPANIES agree to make all reasonable efforts, consistent with advice of counsel and the requirements of applicable insurance policies and carriers, to coordinate the defense of all claims in which the other is either a named defendant or has a substantial possibility of being named.
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Related to COOPERATION WITH COMPANIES

  • Cooperation with Company Holders will cooperate with the Company in all respects in connection with this Agreement, including, timely supplying all information reasonably requested by the Company and executing and returning all documents reasonably requested in connection with the registration and sale of the Registrable Securities.

  • COOPERATION WITH THIRD PARTIES The Contractor shall be responsible for fully cooperating with any third party, including but not limited to other Contractors or Subcontractors of the Authorized User, as necessary to ensure delivery or performance of Product.

  • Cooperation with Financing (a) Prior to the Closing, the Selling Entities shall use commercially reasonable efforts to provide to Buyer all cooperation that is reasonably requested by Buyer in connection with the Debt Financing, including: (i) assisting with the preparation and delivery of the Marketing Material; (ii) facilitating the pledging of collateral on the Assets, provided that no pledge shall be effective until the Closing; (iii) delivery to Buyer and its Debt Financing Sources of Required Information that is Compliant and the Financing Deliverables, in each case, as promptly as reasonably practicable following Buyer’s request therefor; (iv) assistance to Buyer in the negotiation of definitive financing documents, including guarantee and collateral documents, and customary closing certificates as may be required by the Debt Financing Sources, including the Financing Deliverables; (v) taking such actions as are reasonably requested by Buyer to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining the Debt Financing that are within the Seller’s control; and (vi) providing, no later than three (3) Business Days prior to the Closing Date, all documentation and other information about the Selling Entities required under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, that in each case has been requested in writing by Buyer at least ten (10) Business Days prior to the Closing Date; provided, however, that nothing in this Agreement shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Selling Entities; and provided, further, that notwithstanding anything in this Agreement to the contrary, the Selling Entities shall not (A) be required to pay any fees (including commitment or other similar fees) or to give any indemnities or incur any liabilities prior to the Closing, (B) have any liability or obligation under any loan agreement, debt security or any related document or any other agreement or document related to the Debt Financing (other than any such liabilities or obligations with respect to the Assets that become effective as of the Closing), (C) be required to provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege or contravene any Applicable Law, or (D) be required to execute any document, certificate or instrument, or make any representation or warranty, in connection with the Debt Financing, except for customary authorization letters and any such contractual obligation, document, certificate or instrument that is conditioned upon, and not effective until, the consummation of the Closing. (b) The Selling Entities hereby consent to the use of their respective logos in marketing materials for the Debt Financing; provided, however, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Selling Entities or the reputation or goodwill of the Selling Entities. (c) Notwithstanding any other provision set forth herein or in any other agreement between the Selling Entities and Buyer (or, in each case, their Affiliates), the Selling Entities agree that Buyer may share non-public or confidential information regarding the Assets and the Assumed Liabilities with the Debt Financing Sources, and that Buyer, its Affiliates and such Debt Financing Sources may share such information with potential financing sources in connection with any Marketing Efforts (including any syndication) in connection with the Debt Financing; provided that the recipients of such information shall be treated as “Representatives” of Buyer pursuant to the Confidentiality Agreement.

  • Service with Company During the Term, Employee agrees to perform such duties and responsibilities as are assigned to him from time to time by Company’s Chief Executive Officer (the “CEO”) and/or Board of Directors (the “Board”).

  • Cooperation with Investigations You agree to cooperate with us in the investigation of unusual transactions, poor quality transmissions, and resolution of customer claims, including by providing, upon request and without further cost, any originals or copies of items deposited through the Service in your possession and your records relating to such items and transmissions.

  • Cooperation With Regard to Litigation Executive agrees to cooperate with the Company, during the term and thereafter (including following Executive’s termination of employment for any reason), by making himself available to testify on behalf of the Company or any subsidiary or affiliate of the Company, in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company, or any subsidiary or affiliate of the Company, in any such action, suit, or proceeding, by providing information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to the Company, or any subsidiary or affiliate of the Company, as may be reasonably requested and after taking into account Executive’s post-termination responsibilities and obligations. The Company agrees to reimburse Executive, on an after-tax basis, for all reasonable expenses actually incurred in connection with his provision of testimony or assistance.

  • Consultation with Counsel The Executive acknowledges that he has had a full and complete opportunity to consult with counsel or other advisers of his own choosing concerning the terms, enforceability and implications of this Agreement, and that the Company has not made any representations or warranties to the Executive concerning the terms, enforceability and implications of this Agreement other than as are reflected in this Agreement.

  • Cooperation with Accountants PFPC shall cooperate with the Fund's independent public accountants and shall take all reasonable actions in the performance of its obligations under this Agreement to ensure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Fund.

  • Cooperation with Voting Each of Santander Consumer, the Seller and the Issuer hereby acknowledges and agrees that it shall cooperate with the Indenture Trustee to facilitate any vote by the Instituting Noteholders pursuant to the terms of Section 7.6 of the Indenture.

  • Cooperation Between the Parties The College and UFE shall supply each other with requested information reasonably needed to facilitate the processing of the grievance. Meetings to discuss any grievance shall be scheduled at mutually convenient times.

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