Full Cooperation, Information and Knowledge Transfer Sample Clauses

Full Cooperation, Information and Knowledge Transfer. During Disentanglement, the Parties shall cooperate fully with one another to facilitate a smooth transition of the terminated Services from ACS and its Subcontractors to Symetra, its Affiliates and/or the Replacement Provider. ACS shall provide such cooperation both before and after the Expiration Date, and such cooperation shall include, without limitation, provision of full, complete, detailed, and sufficient information (including all information then being utilized by ACS with respect to programs, tools, utilities and other resources used to provide the Services, as well as the information and assistance required pursuant to Section 2.5.6, if applicable) and knowledge transfer with respect to all such information in order to enable Symetra’s, its Affiliates’ and/or the Replacement Provider’s personnel (or that of Third Parties) to fully assume, become self-reliant with respect to, and continue without interruption, the provision of the Services. ACS shall cooperate with Symetra and all of Symetra’s other service providers to provide a smooth transition at the time of Disentanglement, with no unnecessary interruption of Services, no unnecessary adverse impact on the provision of Services or Symetra’s activities and no unnecessary interruption of, or unnecessary adverse impact on, any services provided by Third Parties.
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Full Cooperation, Information and Knowledge Transfer. During Disengagement, the Parties shall cooperate fully with one another to facilitate a smooth transition of the terminated Services from Provider and its Subcontractors to Service Recipient, its Affiliates and/or the Replacement Provider. Provider shall provide such cooperation both before and after the Expiration Date, and such cooperation shall include provision of full, complete, detailed, and sufficient information (including all information then being utilised by Provider with respect to programs, tools, utilities and other resources used to provide the Services) and knowledge transfer with respect to all such information in order to enable Service Recipient’s, its Affiliate's and/or the Replacement Provider's Employees (or that of Third Parties) to fully assume, become self-reliant with respect to, and continue without interruption, the provision of the Services. Provider shall cooperate with Service Recipient and all of Service Recipient’s other service providers, to provide a smooth transition at the time of Disengagement, with no unnecessary interruption of Services, no unnecessary adverse impact on the provision of Services or Service Recipient’s activities and no unnecessary interruption of, or unnecessary adverse impact on, any services provided to Service Recipient by Third Parties.
Full Cooperation, Information and Knowledge Transfer. During disentanglement, the parties shall cooperate fully with one another to facilitate a smooth transition of the terminated services from Contractor and its subcontractors to Metro, its Departments and/or the Replacement Providers. Contractor shall provide such cooperation both before and after the expiration date, and such cooperation shall include, without limitation, provisions of full, complete, detailed, and sufficient information (including all information then being utilized by Contractor with respect to programs, tools, utilities and other resources used to provide the services) and knowledge transfer with respect to all such information in order to enable Metro’s, its departments’ and/or the Replacement Provider’s personnel (or that of third parties) to fully assume, become self-reliant with respect to, and continue without interruption, the provisions of the services. Contractor shall cooperate with Metro and all of Metro’s other service providers to provide a smooth transition at the time of Disentanglement, with no unnecessary interruption of services, no unnecessary adverse impact on the provision of services or Metro’s activities and no unnecessary interruptions of, or unnecessary adverse impact on, any services provided by third parties.
Full Cooperation, Information and Knowledge Transfer. During the provision of the Disentanglement Services, the Parties shall reasonably cooperate with one another to facilitate a smooth transition of the terminated/expired Services from Provider to the Commission, its Affiliates and/or the Replacement Provider. Without limiting the generality of the foregoing, Provider shall: (a) cooperate with the Commission, its Affiliates and/or the Replacement Provider and otherwise promptly take all steps required to assist the Commission in effectuating the Disentanglement Services; (b) provide to the Commission, its Affiliates and/or the Replacement Provider full, complete, detailed and sufficient information (including all information then being utilized by Provider with respect to data conversions, interface specifications, programs, tools, utilities and other resources used to provide the Services) and knowledge transfer with respect to all such information in order to enable the Commission’s, its Affiliate’s and/or the Replacement Provider’s personnel (or that of Third Parties) to fully assume, become self -reliant with respect to and continue without interruption the provision of the Services; (c) provide for the prompt and orderly conclusion of all work, as the Commission may direct, including completion or partial completion of Services, documentation of work in progress, and other measures to assure an orderly transition to the Commission, its Affiliates and/or the Replacement Provider; and (d) accomplish the other specific obligations described in this Article 14 and the Disentanglement Services Plan. In addition to the foregoing requirements, as directed by the Commission, Provider shall deliver to the Commission, its Aff ilia tes and/or the Replacement Provider all documentation and data related to the Commission, including Commission Data, as well as all procedures, standards and operating schedules (including the Operating Standards), held by Provider.

Related to Full Cooperation, Information and Knowledge Transfer

  • Information/Cooperation Executive shall, upon reasonable notice, furnish such information and assistance to the Bank as may be reasonably required by the Bank, in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party; provided, however, that Executive shall not be required to provide information or assistance with respect to any litigation between Executive and the Bank or any other subsidiaries or affiliates.

  • Information and Cooperation Each Party that has responsibility for filing and prosecuting any Patent Rights under this Section 7.4 (a “Filing Party”) shall (a) regularly provide the other Party (the “Non-Filing Party”) with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the Non-Filing Party; and (b) provide the Non-Filing Party and its patent counsel with an opportunity to consult with the Filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response. The advice and suggestions of the Non-Filing Party and its patent counsel shall be taken into consideration in good faith by such Filing Party and its patent counsel in connection with such filing. Each Filing Party shall pursue in good faith all reasonable claims and take such other reasonable actions, as may be requested by the Non-Filing Party in the prosecution of any Patent Rights covering any Program Technology under this Section 7.4; provided, however, if the Filing Party incurs any additional expense as a result of any such request, the Non-Filing Party shall be responsible for the cost and expenses of pursuing any such additional claim or taking such other actions. In addition, Company agrees that if Licensor claims any action taken under Section 7.4(d)(i) would be detrimental to Patent Rights covering Licensor Technology, Licensor shall provide written notice to Company and the Patent Coordinators shall, as promptly as possible thereafter, meet to discuss and resolve such matter and, if they are unable to resolve such matter, the Parties shall refer such matter to a mutually agreeable outside patent counsel for resolution.

  • Confidential Information Noncompetition and Cooperation The terms of the Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement (the “Restrictive Covenant Agreement”), between the Company and the Employee, attached hereto as Exhibit A, shall continue to be in full force and effect and are incorporated by reference in this Agreement. The Employee hereby reaffirms the terms of the Restrictive Covenant Agreement as material terms of this Agreement.

  • Environmental Information Seller shall, promptly upon written request from PacifiCorp, provide PacifiCorp with all data reasonably requested by PacifiCorp relating to environmental information under the Required Facility Documents. Seller shall further provide PacifiCorp with information relating to environmental impact mitigation measures it is taking in connection with the Facility's construction or operation that are required by any Governmental Authority. PacifiCorp shall reimburse Seller for all of Seller's reasonable actual costs and expenses in excess of $10,000 per year, if any, incurred in connection with PacifiCorp's requests for the foregoing information under this Section 6.10.7. As soon as it is known to Seller, Seller shall disclose to PacifiCorp, the extent of any material violation of any environmental laws or regulations arising out of the construction or operation of the Facility, or the presence of Environmental Contamination at the Facility or on the Premises, alleged to exist by any Governmental Authority having jurisdiction over the Premises, or the present existence of, or the occurrence during Seller's occupancy of the Premises of, any enforcement, legal, or regulatory action or proceeding relating to such alleged violation or alleged presence of Environmental Contamination presently occurring or having occurred during the period of time that Seller has occupied the Premises.

  • ACCESS AND COOPERATION; DUE DILIGENCE (a) Between the date of this Agreement and the Funding and Consummation Date, the COMPANY will afford to the officers and authorized representatives of METALS and the Other Founding Companies access to all of the COMPANY's sites, properties, books and records and will furnish METALS with such additional financial and operating data and other information as to the business and properties of the COMPANY as METALS or the Other Founding Companies may from time to time reasonably request. The COMPANY will cooperate with METALS and the Other Founding Companies, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. METALS, NEWCO, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, METALS will cause each of the Other Founding Companies to enter into a provision similar to this Section 7.1 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.

  • Return of Confidential Information and Company Property Upon termination of the Executive’s employment for any reason, the Executive shall immediately return all Confidential Information and other Company property to the Company.

  • Maintenance of Confidential Information The Contractor acknowledges that in the course of its appointment hereunder the Contractor will, either directly or indirectly, have access to and be entrusted with information (whether oral, written or by inspection) relating to the Company or its respective affiliates, associates or customers (the “Confidential Information”). For the purposes of this Agreement, “Confidential Information” includes, without limitation, any and all Developments (as defined herein), trade secrets, inventions, innovations, techniques, processes, formulas, drawings, designs, products, systems, creations, improvements, documentation, data, specifications, technical reports, customer lists, supplier lists, distributor lists, distribution channels and methods, retailer lists, reseller lists, employee information, financial information, sales or marketing plans, competitive analysis reports and any other thing or information whatsoever, whether copyrightable or uncopyrightable or patentable or unpatentable. The Contractor acknowledges that the Confidential Information constitutes a proprietary right, which the Company is entitled to protect. Accordingly the Contractor covenants and agrees that during the Term and thereafter until such time as all the Confidential Information becomes publicly known and made generally available through no action or inaction of the Contractor, the Contractor will keep in strict confidence the Confidential Information and shall not, without prior written consent of the Company in each instance, disclose, use or otherwise disseminate the Confidential Information, directly or indirectly, to any third party.

  • Reasonable Cooperation By accepting the Restricted Stock, the Employee acknowledges and agrees that, during the course of the Employee’s employment with the Company, the Employee will be involved in, and may have information or knowledge of, business matters that may become the subject of legal action, including threatened litigation, investigations, administrative proceedings, hearings or disputes. As such, upon reasonable notice, both during the Employee’s employment with the Company and thereafter, the Employee agrees to cooperate fully with any investigation into, defense or prosecution of, or other involvement in, claims to which the Employee has personal and relevant knowledge that are or may be made by or against the Company. This agreement to cooperate includes talking to or meeting with such persons at times and in such places as the Company and the Employee reasonably agree to, as well as giving truthful evidence and truthful testimony. The Company shall reimburse the Employee for reasonable out-of-pocket expenses actually incurred in connection with such assistance. The Employee also promises to notify the Company within five (5) days if the Employee is subpoenaed or contacted by a third party seeking information about Company activities.

  • Maintaining Confidential Information Executive reaffirms his obligations under the Confidentiality Agreement. Executive acknowledges and agrees that the payments provided in Section 3 above shall be subject to Executive’s continued compliance with Executive’s obligations under the Confidentiality Agreement.

  • Confidential Information and Company Property 7.1 The Consultant Company acknowledges that in the course of the Engagement it and the Individual will have access to Confidential Information. The Consultant Company has therefore agreed to accept the restrictions in this clause 7.

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