Cooperative Agreement 6.30.1. The provisions and pricing of this Contract will be extended to other California local or state governmental entities. Governmental entities wishing to use this Contract will be responsible for issuing their own purchase documents/price agreements, providing for their own acceptance, and making any subsequent payments. Contractor shall be required to include in any Contract entered into with another agency or entity that is entered into as an extension of this Contract a Contract clause that will hold harmless the County of Orange from all claims, demands, actions or causes of actions of every kind resulting directly or indirectly, arising out of, or in any way connected with the use of this contract. Failure to do so will be considered a material breach of this Contract and grounds for immediate Contract termination. The cooperative entities are responsible for obtaining all certificates of insurance and bonds required. The Contractor is responsible for providing each cooperative entity a copy of the Contract upon request by the cooperative entity. The County of Orange makes no guarantee of usage by other users of this Contract.
Cooperation Agreement Pursuant to the Cooperation Agreement, Bidco and Earthport have each agreed to cooperate in relation to obtaining any consents, clearances, permissions, waivers and/or approvals as may be necessary, and the making of all filings as may be necessary, from or under the law, regulations or practices applied by any applicable regulatory authority in connection with the Acquisition. Additionally, Bidco has undertaken to Earthport to, amongst other things: (i) publish the Offer Document as soon as practicable and in any event within 28 calendar days of this Announcement; (ii) keep Earthport informed in relation to the receipt of acceptances of the Offer; (iii) not take any action which would cause the Offer not to proceed, to lapse or to be withdrawn, in each case for non-fulfilment of the acceptance condition prior to the 60th day following publication of the Offer Document; (iv) not, without the prior consent of Earthport, declare the Offer unconditional as to acceptances prior to the deadline for satisfying the acceptance condition permitted under the Code, unless all of the remaining Conditions either have been or are reasonably expected to be satisfied or waived prior to the deadline permitted under the Code for declaring the Offer unconditional in all respects; (v) if, following the Offer having become or been declared unconditional as to acceptances, any Condition relating to a material regulatory clearance has not been satisfied by the deadline under the Code for declaring the Offer unconditional in all respects, Bidco shall: (a) waive all other outstanding Conditions that are capable of waiver; and (b) seek the consent of the Panel to extend such deadline to a date agreed with Earthport and the Panel; and (vi) prepare and implement appropriate proposals in relation to the Earthport Share Plans and Warrants. In addition, Bidco has agreed to certain provisions if it elects to switch to a Scheme. The Cooperation Agreement will terminate in certain circumstances, including if the Acquisition is withdrawn or lapses, if any Condition becomes incapable of satisfaction, if the Earthport Directors withdraw their recommendation of the Acquisition, a competing proposal (as defined in the Cooperation Agreement) is recommended by the Earthport Board or completes, becomes effective or is declared or becomes unconditional in all respects, or otherwise as agreed between Bidco and Earthport.
Schedule for Completing Agreement Closeout Activities Provide All Draft and Final Written Products on a CD-ROM or USB memory stick, organized by the tasks in the Agreement. Products: • Final Meeting Agreement Summary (if applicable) • Schedule for Completing Agreement Closeout Activities • All Draft and Final Written Products
PROVISIONAL AGREEMENT RESULTING FROM INTERINSTITUTIONAL NEGOTIATIONS Subject: Proposal for a regulation of the European Parliament and of the Council on the sustainable management of external fishing fleets, repealing Council Regulation (EC) No 1006/2008 (COM(2015)0636 – C8-0393/2015 – 2015/0289(COD)) The interinstitutional negotiations on the aforementioned proposal for a regulation have led to a compromise. In accordance with Rule 69f of the Rules of Procedure, the provisional agreement, reproduced below, is submitted to the Committee on Fisheries for decision by way of a single vote. AG\1129394EN.docx PE607.818v01-00 EN United in diversity EN Proposal for a REGULATION OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL on the sustainable management of external fishing fleets, repealing Council Regulation (EC) No 1006/2008 THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION, Having regard to the Treaty on the Functioning of the European Union, and in particular Article 43(2) thereof, Having regard to the proposal from the European Commission, After transmission of the draft legislative act to the national parliaments, Having regard to the opinion of the European Economic and Social Committee1, Having regard to the opinion of the Committee of the Regions2, Having regard to the opinion of the European Data Protection Supervisor3, Acting in accordance with the ordinary legislative procedure, 1 OJ C , , p. . 2 OJ C , , p. .
Financing Cooperation Prior to the Closing, the Sellers shall use reasonable best efforts to provide to Purchaser all reasonable cooperation reasonably requested by Purchaser that is necessary in connection with the Debt Financing, including (x) using reasonable best efforts to (a) participate, at reasonable times and upon reasonable notice, in a reasonable number of meetings (including customary meetings with the parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, the Debt Financing), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Debt Financing, (b) assist Purchaser and its Financing Sources in the preparation of customary offering memoranda, bank information memoranda, rating agency presentations and lender presentations relating to the Debt Financing, (c) cooperate with the marketing efforts of Purchaser and its Financing Sources for all or any portion of the Debt Financing, (d) provide and execute documents as may be reasonably requested by Purchaser or its Financing Sources, (e) execute and deliver any pledge and security documents and otherwise facilitate the pledging of collateral, and (f) provide such information about powers of attorney executed on behalf of the Transferred Entities as may be reasonably requested by Purchaser or its Financing Sources, and (y) using commercially reasonable efforts to assist in obtaining accountant's comfort letters and legal opinions reasonably requested by Purchaser and customary for financings similar to the Debt Financing; provided, however, that, (i) irrespective of the above, no obligation of the Sellers or any of their Affiliates under any certificate, document or instrument shall be effective until the Closing and none of the Sellers or any of their Affiliates shall be required to take or commit to take any action under any certificate, document or instrument that is not contingent upon the Closing (including the entry into any agreement that is effective before the Closing) or that would be effective prior to the Closing, (ii) nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Sellers or their Affiliates or encumber any assets of the Sellers or their Affiliates, and (iii) none of the Sellers or any of their Affiliates shall be required to issue any offering or information document. Notwithstanding anything to the contrary in this Agreement (including the Alternative Financing contemplated by Section 5.18(c)), in no event shall Sellers or any of their Affiliates be obligated to provide Purchaser with any cooperation that would not otherwise be necessary in connection with the type of Debt Financing contemplated by the Debt Commitment Letter entered into by Purchaser as of the date hereof and attached as Exhibit C. None of the Sellers or any of their Affiliates shall be required to bear any cost or expense or to pay any commitment or other similar fee or make any other payment (unless such payment is promptly reimbursed by Purchaser) or incur any other liability in connection with the Debt Financing or any of the foregoing prior to the Closing. Purchaser shall indemnify and hold harmless the Sellers, their Affiliates and their respective representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Debt Financing (including any action taken in accordance with this Section 5.19) and any information utilized in connection therewith (other than historical information relating to the Sellers or their Subsidiaries provided by the Sellers in writing specifically for use in the Debt Financing offering documents). Purchaser shall, promptly upon request by the Sellers, reimburse the Sellers for all documented and reasonable out-of-pocket costs (including reasonable fees and expenses of outside counsel and other advisors) incurred by the Sellers or their Affiliates in connection with this Section 5.19. The Sellers hereby consent to the use of their and their Subsidiaries’ logos in connection with the Debt Financing; provided that such logos shall be used solely in a manner customary for financing transactions of this type and in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect the Sellers or any of their Subsidiaries.
