Duties to cooperate Sample Clauses

Duties to cooperate. 1) The customer shall support nexxtsoft in the fulfillment of the contractual obligations. Particularly, the customer will • Designate a contact person during the term of this agreement in writing who has the necessary decision-making authority and power of attorney for the purpose of the execution of this agreement; • nexxtsoft has the right to request that the designated contact person can demonstrate that he has been trained in the use of the serviced software. Notifications of defects can only be effected by the contact person or, in his absence, by his substitute. Particularly, the contact person will • In the event of the notification of defects, carefully observe the system environment and hardware environment and all symptoms, and report the defect – by using the forms provided by nexxtsoft if applicable – while providing all information which could be needed to eliminate the defect, for example the number of affected users, description of the system and hardware environment, as well as the specification of any simultaneously loaded software from other manufacturers and documents; • Provide nexxtsoft with the occurring defects in reproducible form on a suitable data carrier; • Support nexxtsoft to the best of his abilities and possibilities in the search for the cause of the defects and encourage all his co-workers to cooperate with nexxtsoft’s employees if necessary; • Allow nexxtsoft’s employees, who are charged with the provision of the software maintenance services, access to the computers on which the serviced programs are installed and/or loaded; • Install all programs and/or program parts (patches, bugfixes) provided by nexxtsoft in accordance with nexxtsoft’s instruction and always observe nexxtsoft’s recommendations regarding the search for and elimination of defects; • Have all used or generated data related to the serviced programs available in machine-readable form as security backup in order to enable the recovery of lost data with reasonable effort. 2) The above specified duties to cooperate are main obligations of the customer. If the customer breaches his duties to cooperate, nexxtsoft is not obligated to perform its services. In the event of recurrent or serious breaches of contract, nexxtsoft has the right to terminate the agreement with notice of one month. The contractual relationship will terminate at the end of the following month.
Sample 1
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Duties to cooperate. You are responsible for ensuring that all information provided by You to Vivid Invest is complete, accurate and up-to-date. The provision of complete, accurate and up-to-date information is particularly necessary for the Appropriateness Check(s), the KYC Check and transaction monitoring and reporting of CME. If Your personal details (including the email address provided by You) or other information provided by You (in particular those requested as part of the Appropriateness Check(s) or the KYC Check) change during the term of the business relationship with Vivid Invest, please open Your "Profile" in the Vivid App and update Your information or contact Vivid Invest. You undertake to refrain from all actions that violate the rights of third parties or morality. You shall immediately check the documents provided to You for correctness and completeness and raise any objections without delay. If You do not receive a message or document from Vivid Invest while You know You can expect it from Vivid Invest, You will make Vivid Invest aware of it as soon as possible by contacting Vivid Invest either via the Chat Function in the mobile application or via email (xxxxxxx.xxxxxx@xxxxx.xxxxx). The same applies where You detect an inaccuracy or incompleteness in Vivid Invest's services to You.
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Duties to cooperate. 3.1 We shall provide the supplier with all information and documents necessary for the execution of the contractual performance and make the necessary decisions at short notice for the performance of the contract. 3.2 If for project-related reasons services are to be performed in our premises, we shall provide the necessary work space, computer time and programs free of charge. 3.3 The supplier shall ask us in writing and in detail to meet our obligations to cooperate, insofar as we ourselves fail to meet these and the supplier sees itself hindered thereby in the timely implementation of its services.
Sample 1
Duties to cooperate. (1) The parties to the Contract shall provide each other with the information and documenta- tion required for the performance of the Contract. (2) The participant shall give an assurance that the information supplied is correct. (3) The registered participant undertakes to implement the security policy it has submitted. The requirements for such a policy are contained in the self-certification Annex A, which constitutes an integral part of this Contract. The annex will be amended in the event that any changes become necessary for technical or legal reasons. The period for amend- ment will be agreed between the parties to the Contract, but will be at least six months. (4) In the event that its root/CA certificates are revoked, the registered participant is obliged to deregister these certificates with Bridge CA without intentional or negligent delay. (5) The registered participant is obliged to verify the signature on the received signed list. This also includes checking the validity of the signature certificate using the Bridge CA certificate revocation list. Changes to the signature list must be evaluated and imple- mented locally within the PKI. Certificates that no longer appear on the list cannot be re- garded as trustworthy. Certificates appearing on the list for the first time can be classed as trustworthy using the tools of the PKI concerned. (6) The registered participant must inform TeleTrusT immediately in the event of problems with the processing procedure or if it suspects fraud on the part of customers or staff, manipulation, breaches of security or data protection or other irregularities in connection with the operation of Bridge-CA.
Sample 1
Duties to cooperate. (1) Where necessary for the performance of the contract, the Customer shall make available to us all information and items at its disposal and create for us all the necessary conditions in its sphere of operations for the provision of our service. (2) Where the Service is performed at the business premises of the Customer, the latter shall make sufficient work space available free of charge and grant us access to the necessary IT systems. (3) For the provision of our Service, we shall be dependent upon the Customer fulfilling its obligations to cooperate. If it fails to do this, and this should result in delays and/or additional expenses, we may request a change in the remuneration and in the schedule, if such has been agreed.
Sample 1
Duties to cooperate. The BUYER is obliged to support the SELLER in the provision of the SOFTWARE continuously and to a reasonable extent and, if necessary, to allow (remote) access to the SOFTWARE. In particular, it must provide the SELLER with the necessary information, data and descriptions and communicate its wishes and ideas for the provision of the service in a timely and clear manner. If agreed deadlines are not met due to inadequate cooperation of the BUYER, the SELLER is not at fault and cannot be held responsible for this. In the event of necessary (security) updates, the BUYER is obliged to tolerate their installation by SELLER.
Sample 1
Duties to cooperate. 6.1 Hoechst AG and Celanese AG shall make all statements, prepare all documents and take all other action necessary or expedient in connection with the transfer of the Demerged Assets and Liabilities. 6.2 To the extent that obligations of Celanese Ag or its affiliates under contracts which were entered into by Celanese AG prior to the Effective Date (as defined in Section 3.1) or which are demerged to Celanese AG pursuant to Section 4 can only be discharged with the cooperation of companies affiliated with Hoechst AG as of the Closing Date, Hoechst Ag will use its best efforts to ensure that these companies will continue to cooperate with Celanese AG or its affiliates so that they are able to discharge these obligations. Accordingly, Celanese AG will use its best efforts to ensure that its affiliates as of the Closing Date will cooperate with the Hoechst AG and its affiliates to the extent necessary. 6.3 Celanese AG shall receive all documents necessary to assert the rights transferred to Celanese AG. As to the allocation of books, records, business date and other business documents which relate to the Demerged Assets and Liabilities, Hoechst AG and Celanese AG will reach an
Sample 1
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Duties to cooperate. 1. The Licensee shall notify VISUS immediately of any defects or Bugs detected upon delivery of the software or during the period of use to cause the relating remedial of defect (Bug Fix) of the soft- ware be performed. The software must therefore be inspected immediately after delivery by VI- SUS, as far as this is feasible in the ordinary course of business, and, if a defect becomes apparent, VISUS must be notified immediately. The associated notification may initially be made verbally/by phone and shall be repeated not later than by the next working day in writing by e-mail or telefax. 2. The duty of the Licensee to cooperate shall include the timely performance of the preparatory work and the provision of the required documents and information as well as any other notifica- tion of the local circumstances and the provision of any necessary materials, which are relevant to the provision of the services for the proper operation of the software. To this end, also the specifications of the Product Documentation shall be implemented. 3. The technical facilities, including computer times and communication accesses, shall be made available by the Licensee free of charge. 4. In this respect, VISUS shall not be obliged to check the fulfilment of the above legal obligation. The Licensee shall bear the responsibility for the accuracy, completeness, clarity and timely avai- lability of any information in this respect. 5. If the delayed or inappropriate cooperation of the Licensee results in deviations in the perfor- xxxxx of the service by the Seller, any resulting additional costs and the resulting disadvantages shall be at the expense of the Licensee. 6. In the interest of the Licensee with regard to maintaining a proper product standard, the Licensee shall inform VISUS as early as possible about any processes or events that may lead to so-called incidents or near misses within the meaning of the Medical Device Regulation, irrespective of the fact whether and to what extent a report will have to be filed with the competent authority at a later time. The provisions under Section 6 (1) shall apply in appropriate application.
Sample 1

Related to Duties to cooperate

  • PARTIES TO COOPERATE Each Party agrees to cooperate with the others, as applicable, in arranging to print, mail and/or deliver, in a timely manner, combined or coordinated prospectuses or other materials of AVIF and the Accounts.

  • Agreement to Cooperate (a) Subject to the provisions of Section 9.16, each of the parties hereto shall use reasonable business efforts promptly (x) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Transactions, and (y) to refrain from taking, or cause to be taken, any action and to refrain from doing or causing to be done, any thing which could impede or impair the consummation of the Transactions, including, in all cases, without limitation using its reasonable business efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions by all such applicable Authorities, each of which must be obtained or become final to the extent provided in Section 6.1(a), (ii) to obtain all necessary or appropriate waivers, consents and approvals, including without limitation those referred to in Section 6.2(d), without payment of consideration to the other party, (iii) to effect all necessary registrations, filings and submissions (including without limitation filings under the Xxxx-Xxxxx-Xxxxxx Act and all filings necessary for ATS to own and operate the Meridian Assets and conduct the Meridian Business), (iv) to lift any injunction or other legal bar to the Transactions (and, in such case, to proceed with the Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 6, including without limitation the truth and correctness as of the Closing Date as if made on and as of the Closing Date of the representations and warranties of such party and the performance and satisfaction as of the Closing Date of all agreements and conditions to be performed or satisfied by such party, without the payment of any amounts, except to the extent otherwise required by the provisions of this Agreement. (b) The parties shall cooperate with one another in the preparation, execution and filing of all Tax Returns, questionnaires, applications, or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees, and any similar Taxes which become payable in connection with the Transactions that are required or permitted to be filed on or before the Closing Date. (c) Meridian shall cooperate and use its reasonable business efforts to (i) prepare balance sheets and statements of income (loss) and cash flow for eleven month period ended November 30, 1996 and thereafter on a monthly basis until the month preceding the Closing in accordance with GAAP subject only to such exceptions for periods ending on or before December 31, 1996 as are set forth in Section 3.2 of the Meridian Disclosure Schedule, and (ii) cause its independent accountants to reasonably cooperate with ATS, and at ATS's expense, in order to enable ATS to have its independent accountants prepare audited financial statements for the Meridian Business described in Section 6.2(g). Without limiting the generality of the foregoing, Meridian agrees that after the Closing Date it will (x) consent to the use of such audited financial statements in any registration statement or other document filed by ATS or any Affiliate of ATS under the Securities Act or the Exchange Act to the extent required by Applicable Law or any underwriter in an underwritten public offering, and (y) execute and deliver, and cause its directors and officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as ATS's independent accountants may reasonably request under the circumstances; provided, however, that as a condition precedent to the use of such audited financial statements by any Affiliate of ATS, such Affiliate shall execute an indemnification agreement, in form and content reasonably acceptable to Meridian's counsel, pursuant to which such Affiliate agrees to indemnify Meridian and related parties from liability arising from the use of such statements on the same terms and subject to the same conditions as ATS so agrees in Section 8.2(e)(ii) of this Agreement.

  • Duty to Cooperate If the Parties disagree on any aspect of the proposed Motion for Preliminary Approval and/or the supporting declarations and documents, Class Counsel and Defense Counsel will expeditiously work together on behalf of the Parties by meeting in person or by telephone, and in good faith, to resolve the disagreement. If the Court does not grant Preliminary Approval or conditions Preliminary Approval on any material change to this Agreement, Class Counsel and Defense Counsel will expeditiously work together on behalf of the Parties by meeting in person or by telephone, and in good faith, to modify the Agreement and otherwise satisfy the Court’s concerns.

  • Obligation to Cooperate Contractor, including any subcontractor, shall cooperate and comply with any Washington state agency investigation regarding any allegation that Contractor, including any subcontractor, has engaged in discrimination prohibited by this Contract pursuant to RCW 49.60.530(3).

  • Trustee to Cooperate Upon the payment in full of the Principal Balance of any Mortgage Loan, the Servicer will notify the Trustee by a certification (which certification shall include a statement to the effect that all amounts received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 5.02 have been so deposited) of a Servicing Officer. Upon any such payment in full, the Servicer is authorized to execute, pursuant to the authorization contained in Section 5.01, an instrument of satisfaction regarding the related Mortgage, which instrument of satisfaction shall be recorded by the Servicer if required by applicable law and be delivered to the Person entitled thereto, it being understood and agreed that no expenses incurred in connection with such instrument of satisfaction shall be reimbursed from the Collection Account. From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, the Collateral Agent on behalf of the Trustee shall, upon request of the Servicer and delivery to the Trustee of a trust receipt signed by a Servicing Officer, release the related Mortgage File to the Servicer and shall execute such documents as shall be necessary for the prosecution of any such proceedings. Such trust receipt shall obligate the Servicer to return the Mortgage File to the Collateral Agent on behalf of the Trustee when the need therefor by the Servicer no longer exists unless the Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate of a Servicing Officer similar to that hereinabove specified, the trust receipt shall be released by the Collateral Agent on behalf of the Trustee to the Servicer.

  • Servicer to Cooperate The Servicer hereby agrees to cooperate with the Trustee or any successor to the Servicer appointed in accordance with Section 8.03 hereof, as applicable, in effecting the termination and transfer of the responsibilities and rights of the Servicer hereunder to the Trustee or any successor to the Servicer, including, without limitation, the execution and delivery of assignments of Financing Statements, and the transfer to the Trustee or the successor to the Servicer for administration by it of all cash amounts which shall at the time be held by the Servicer or thereafter received with respect to the Leases. The Servicer hereby agrees to transfer to any successor to the Servicer its electronic records and all other records, correspondence and documents relating to the Leases and Equipment in the manner and at such times as the successor to the Servicer shall reasonably request. The Servicer hereby designates the Trustee and any successor to the Servicer its agent and attorney-in-fact to execute transfers of Financing Statements (including any and all Financing Statements naming an individual Lessee as debtor and the Servicer as secured party) and any other filings or instruments which may be necessary or advisable to effect such transfer of the Servicer's responsibilities and rights hereunder.

  • Resignation and Cooperation Upon termination of Executive’s employment, Executive shall be deemed to have resigned from all offices and directorships then held with the Company. Following any termination of employment, Executive shall cooperate with the Company in the winding up of pending work on behalf of the Company and the orderly transfer of work to other employees. Executive shall also cooperate with the Company in the defense of any action brought by any third party against the Company that relates to Executive’s employment by the Company.

  • PARTIES TO COOPERATE RESPECTING TERMINATION The Parties hereto agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that an Account owns no Shares of a Fund after the Final Termination Date with respect thereto, or, in the case of a termination pursuant to Section 6.1(a), the termination date specified in the notice of termination. Such steps may include combining the affected Account with another Account, substituting other mutual fund shares for those of the affected Fund, or otherwise terminating participation by the Contracts in such Fund.

  • Cooperation and Coordination The Parties acknowledge and agree that it is their mutual objective and intent to minimize, to the extent feasible and legal, taxes payable with respect to their collaborative efforts under this Agreement and that they shall use all commercially reasonable efforts to cooperate and coordinate with each other to achieve such objective.

  • Indenture Trustee to Cooperate By each Payment Date, the Master Servicer will notify the Indenture Trustee whenever the Asset Balance of any Mortgage Loan has been paid in full during the preceding Collection Period. A Servicing Officer shall certify that the Mortgage Loan has been paid in full and that all amounts received in connection with the payment that are required to be deposited in the Collection Account pursuant to Section 3.02 have been so deposited or credited. Upon payment in full pursuant to Section 3.01, the Master Servicer is authorized to execute an instrument of satisfaction regarding the related mortgage, which instrument of satisfaction shall be recorded by the Master Servicer if required by applicable law and be delivered to the person entitled to it. If the mortgage has been registered on the MERS(R) System, the Master Servicer shall cause the removal of the mortgage from registration on the MERS(R) System and execute and deliver, on behalf of the Indenture Trustee and the Noteholders, any instruments of satisfaction or cancellation or of partial or full release. No expenses incurred in connection with the instrument of satisfaction or transfer shall be reimbursed from amounts deposited in the Collection Account or the Payment Account. As appropriate for the servicing or foreclosure of any Mortgage Loan, or in connection with the payment in full of the Asset Balance of any Mortgage Loan, upon request of the Master Servicer and delivery to the Indenture Trustee of a Request for Release substantially in the form of Exhibit C signed by a Servicing Officer, the Indenture Trustee shall release the related Mortgage File to the Master Servicer and the Indenture Trustee shall execute any documents provided by the Master Servicer necessary to the prosecution of any proceedings or the taking of other servicing actions. The Request for Release by a Servicing Officer may be delivered to the Indenture Trustee electronically, and if it is, its form may differ from Exhibit C so long as it contains the information required by Exhibit C (that is, the relevant loan number, at least one of the five reasons for requesting file as found in Exhibit C, and the acknowledgment that the Mortgage File will be held in accordance with this Agreement and will promptly be returned to the Indenture Trustee when the need for it by the Master Servicer no longer exists unless the Mortgage Loan has been liquidated or retransferred), and to the extent the transmission originates on its face from a Servicing Officer, need not be manually signed. The Master Servicer shall return the Mortgage File to the Indenture Trustee when the need for it by the Master Servicer no longer exists, unless the Mortgage Loan is liquidated, in which case, upon receipt of a certificate of a Servicing Officer similar to that specified above, the Request for Release shall be released by the Indenture Trustee to the Master Servicer. To facilitate the foreclosure of the mortgage securing any Mortgage Loan that is in default following recordation of the assignments of mortgage in accordance with this Agreement, if so requested by the Master Servicer, the Indenture Trustee shall execute an appropriate assignment in the form provided to the Indenture Trustee by the Master Servicer to assign the Mortgage Loan for the purpose of collection to the Master Servicer or a subservicer. The assignment shall unambiguously indicate that the assignment is for the purpose of collection only. The Master Servicer will then bring all required actions in its own name and otherwise enforce the terms of the Mortgage Loan and deposit the Net Liquidation Proceeds, exclusive of Foreclosure Profits, in the Collection Account. If all delinquent payments due under the Mortgage Loan are paid by the mortgagor and any other defaults are cured, then the Master Servicer shall promptly reassign the Mortgage Loan to the Indenture Trustee and return the related Mortgage File to the place where it was being maintained.

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