Cooperation with Transition Sample Clauses

Cooperation with Transition. If this Agreement is terminated early under Section 12.1 but Study conduct will continue, Contractor will cooperate with Pfizer Principal Investigator, and any new service provider engaged by Pfizer in the smooth transition of responsibility for the Services to the new provider.

Cooperation with Transition. Through the Separation Date, Employee agrees to fully cooperate with the orderly transfer of his responsibilities as the Company may direct. Employee further agrees to make himself reasonably available even after his employment with the Company ends, upon reasonable notice from the Company in connection with any and all claims, disputes, negotiations, investigations, lawsuits or administrative proceedings involving the Company, to provide information or documents, provide declarations or statements to the Company, meet with attorneys or other representatives of the Company, prepare for and give depositions or testimony, and/or otherwise cooperate in the investigation, defense or prosecution of such matters. Employee understands that the Company will reimburse Employee for all reasonable, documented out-of-pocket expenses he incurs, in accordance with the Company’s normal policies and practices in complying with the obligations of this provision. In the event Employee is asked to provide services after the 18-month anniversary of the Separation Date, the Company agrees to compensate Employee for such services at a reasonable rate.

Cooperation with Transition. MCA agrees to use its commercially reasonable best efforts to take all actions and cooperate in all respects with Landlord and New Operators in relation to Landlord’s efforts to re-let the Facilities to New Operators and New Operators’ efforts to become the licensed operators of the Facilities (the “Transition”) as soon as reasonably practicable after the Effective Date, including by (a) entering into, and faithfully complying with, a commercially reasonable operations transfer agreement (each, an “OTA”) with the New Operator of each Facility, which OTA shall be on market terms and include (but not be limited to) provisions that (i) provide for the transfer of all operating assets, if any, elected by New Operator; (ii) require the termination by MCA of any vendor or other contracts elected by New Operator for termination; (iii) provide for the proration of income and expenses between MCA and the New Operator for the periods prior to and after the Transition Date (as such term is defined in Section 3.3), respectively; (iv) include customary representations, warranties, and indemnities from MCA to New Operator; (v) provide reasonable security for MCA’s obligations under the OTA; and (vi) require MCA’s payment of all paid time off and other accrued employee benefits due to employees of the Facilities as of the Transition Date; (b) fully cooperating with the New Operators in connection with the New Operators’ efforts to obtain all licenses, permits and other authorizations being sought by the New Operators, including by filing, submitting or otherwise distributing such applications and notices as New Operators may request, and providing New Operators with all information and documentation relating to the Facilities or Tenant that New Operators may require; (c) cooperating with all reasonable requests for due diligence from New Operators and their representatives, consultants, and advisors concerning all aspects of the Facilities and their operations (financial, business, and otherwise); and (d) otherwise complying with the terms of Section 15.9 of the Leases (to the extent not in conflict with the terms of this Agreement), as if the Leases were terminated as of the Effective Date (however, the Leases shall not terminate until the date set forth in Section 3.3).