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.
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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.
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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 Financing The Seller shall, and shall cause its Affiliates to, at the Buyer’s cost, use commercially reasonable efforts to provide such cooperation (including to use commercially reasonable efforts to cause its Representatives to provide such cooperation) as may be reasonably requested by the Buyer or Buyer’s prospective financing sources in connection with the arrangement of the financing for the consummation of the transactions contemplated hereby (the “Financing”), including: (i) upon reasonable prior notice, making senior employees of the Seller available to (A) participate in, and assist the Buyer in the Buyer’s preparation of customary marketing materials (including providing customary authorization letters authorizing the distribution of information to prospective lenders and identifying any portion of such information that constitutes material, non-public information regarding the Seller or its subsidiaries or their respective securities) for meetings with prospective financing sources and (B) participate in and assist the Buyer in the Buyer’s preparation of customary materials for meetings with rating agencies; (ii) providing the Buyer with such information as is reasonably available and as the Buyer’s prospective financing sources may reasonably request of Buyer in connection with the Financing, except as required by Law or to preserve any privilege from disclosure; (iii) providing customary assistance to the Buyer in the Buyer’s preparation or filing of security and collateral documents necessary in connection with such Financing; (iv) requesting releases of Encumbrances and pay-off letters in accordance with the terms hereof; and (v) furnishing the Buyer and its financing sources promptly with all documentation and other information required by Governmental Authorities in connection with the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and in each case requested by Buyer in writing no later than ten calendar days prior to the Closing Date, provided, however, that with respect to clauses (i) through (v) above, the Seller will not be required to (a) obtain corporate approval for, execute or become bound by any agreement or document, (b) deliver any certificate or legal opinion (other than delivery of customary authorization letters and representations letters in connection with the Financing), (c) provide or do anything that would result in any material disruption to the operations or management of the Business, (d) incur any expense for which Seller is not reimbursed by Buyer or (e) take any action that conflicts with or results in any violation or breach of, or default under any applicable laws or contracts binding on the Seller or the Business.

  • Cooperation with Litigation During and following the termination of Executive’s employment with the Company (regardless of the reason for Executive’s termination of employment with the Company and which party initiates the termination of employment with the Company), except as required by law, Executive agrees to cooperate with and make himself readily available to the Company, the Company’s General Counsel (or equivalent position within the Company) and / or its advisers, as the Company may reasonably request, to assist it in any matter regarding Company and its subsidiaries and parent companies, including giving truthful testimony in any litigation, potential litigation or any internal investigation or administrative, regulatory, judicial or quasi-judicial proceedings involving the Company over which Executive has knowledge, experience or information. Executive acknowledges that this could involve, but is not limited to, responding to or defending any regulatory or legal process, providing information in relation to any such process, preparing witness statements and giving evidence in person on behalf of the Company. The Company shall reimburse any reasonable expenses incurred by Executive as a consequence of complying with his obligations under this clause, provided that such expenses are approved in advance by the Company.

  • 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”).

  • Affiliation with FINRA Except as disclosed in the Questionnaires provided to the Representatives, to the Company’s knowledge, no officer, director, director nominee or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a Member or a person associated or affiliated with a Member.

  • 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.

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