General Co-operation Sample Clauses

General Co-operation. The Parties shall co-operate with each other and execute and deliver to the other Parties such other instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, evidence and confirm their rights and the intended purpose of this Agreement.
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General Co-operation. 3.1 The signatories recognise the importance of close co-operation between them to better serve consumers by addressing breaches of consumer protection legislation and will ensure that there is an appropriate and timely flow of communication between them. 3.2 The signatories will endeavour to: (i) Avoid duplication of activities insofar as reasonable, particularly in the area of information gathering, without prejudice to the coordination of certain activities, including training and communication campaigns if opportune, in order to exercise their roles in a complementary fashion; (ii) Enable a signatory to be consulted in relation to issues of mutual interest.
Sample 1
General Co-operation. For the first six months after the Separation Date, the parties will procure their respective representatives to meet on a monthly basis to consider any internal reorganisation, sharing, indemnity or taxation issues as necessary. At the last such meeting, the parties will determine whether any further meetings are required and if necessary, agree an ongoing programme. If any matter arises at any such meeting that is not resolved by the representatives at the meeting, the matter shall be referred to the chief executive officer of each party to resolve, each acting reasonably and in good faith.
Sample 1
General Co-operation. 4.1. RLUK and The National Archives recognise that they have complementary expertise and overlapping interests, especially in relation to The National Archives’ archive sector leadership responsibilities and RLUK’s role as the leading consortium of the research library community. RLUK and The National Archives will endeavour to co-operate and work together insofar as their separate interests and corporate aims permit. They will share knowledge, expertise, best practice and intelligence in relation to matters of mutual interest, and if there is overlap or a mutual interest in a particular area, they will consult as appropriate. 4.2. The organisations are committed to the principle of good communication with each other, especially when one organisation’s work may have some bearing on the responsibilities or remit of the other organisation. Both The National Archives and RLUK will seek to alert each other as soon as practical to relevant developments within their respective sectors. 4.3. Senior members of staff from RLUK and The National Archives will meet on an annual basis to discuss matters of mutual interest and the operation of this MoU. These meetings will be underpinned by regular liaison between their officials on a quarterly basis or as and when required. 4.4. The organisations will ensure that it is clear who the appropriate contacts are for particular matters and that contact details are kept up to date. • At the time of writing, the key contacts will be Xxxx Xxxxxxxxx, Archive Sector Development (The National Archives) and Xxxx Xxxxxxx, Deputy Director and Data Services Manager (RLUK).
Sample 1
General Co-operation in IPR Matters; Provision of Information and Documents AnalytiCon shall cooperate reasonably with Pharvaris or its Designated Affiliate in the prosecution of any Patent applications for B2R Project Results and shall share all necessary material information relating thereto. AnalytiCon shall take all steps, do all acts and execute all documents as may be reasonably necessary to assist Pharvaris or its Designated Affiliate to claim, exercise or enforce Pharvaris’ rights under this Section 8 at Pharvaris’s expense, unless expressly stated otherwise. In addition, AnalytiCon shall, upon the request of Pharvaris from time to time, provide Pharvaris within a reasonable period of time, at Pharvaris’s expense, with copies of all documents, laboratory notebooks, graphs, charts and other original records and data, regardless of the form of media upon which the same is maintained, reasonably relating to the B2R Project Results. All such information and materials shall be considered confidential information as per Section 9 of Pharvaris for purposes of this License Agreement and the B2R Agreement.
Sample 1
General Co-operation. The signatories to this Agreement shall co-operate with each other and execute and deliver to the other signatories such other instruments and documents and take such other actions as may be necessary or reasonably requested from time to time in order to carry out, evidence and confirm their rights and the intended purpose of this Agreement.
Sample 1
General Co-operation. 1.1 The Parties shall co-operate, including through the exchange of relevant classified information, in the following areas: a) safety and security of nuclear weapons; b) stockpile certification; c) counter nuclear or radiological terrorism. 1.2 As part of the cooperation in these areas, the Parties have decided to build and operate jointly dedicated radiographic and hydrodynamics facilities, referred to hereinafter as TEUTATES or “The Programme”. In particular the Parties have agreed: a) to build and operate jointly a radiographic/hydrodynamic facility in France. This joint facility is referred to hereinafter as the “TEUTATES EPURE” or “EPURE” facility; b) to co-operate in a joint radiography and diagnostics technology programme in a joint facility in the United Kingdom referred to hereinafter as the “TEUTATES” Technology Development Centre or “TDC” facility. The output of this joint facility shall comprise development work to underpin the technologies used in the EPURE facility throughout its operational life. 1.3 Other reciprocal programmes shall be considered in due course and shall become the subject of separate agreements as appropriate.
Sample 1
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General Co-operation. 4.1. The National Archives and RLUK recognise that they have complementary expertise and overlapping interests, especially in relation to The National Archives’ archive sector leadership responsibilities and its status as an Independent Research Organisation (IRO), and RLUK’s role as the leading consortium of the research library community. Both organisations are committed to supporting current and future researchers and to support the principles of open access. The National Archives and RLUK will endeavour to co-operate and work together to achieve these aims. They will share knowledge, expertise, best practice and intelligence in relation to matters of mutual interest, and if there is overlap in a particular area, seek to collaborate formally. 4.2. The organisations are committed to the principle of good communication with each other, especially when one organisation’s work may have some bearing on the responsibilities or remit of the other. Both The National Archives and RLUK will seek to alert each other as soon as practical to relevant developments within their respective sectors. 4.3. The National Archives and RLUK will actively support one another in the development of their strategic plans and policies and provide commentary and advice from their respective sectors and organisations when appropriate. 4.4. Senior members of staff from The National Archives and RLUK will meet on an annual basis to discuss matters of mutual interest and the operation of this MoU. These meetings will be underpinned by regular liaison between their officials on a quarterly basis or as and when required. 4.5. The organisations will ensure that it is clear who the appropriate contacts are for particular matters and that contact details are kept up to date.
Sample 1
General Co-operation. 2.1. HSE and OPSS are committed to the following general principles and practices for co-operation between themselves: i. They will develop and maintain a common understanding of their respective roles and responsibilities, acknowledging each other’s different statutory responsibilities, accountability structures and legislative frameworks; ii. They will engage with each other openly, sharing knowledge and good practice; iii. They will consult each other at an early stage on any issues that might have significant implications for the other and, where practicable, before the release of any relevant reports, press releases, speeches or policies; iv. They will share information about programmes of work that would be of interest to the other, where possible in advance of that work starting; v. They will develop a collective evidence base through sharing and joint commissioning of testing and research; and vi. They will share information that arises out of investigation and enforcement activities that involve product safety related to construction products. 2.2. Against this background, HSE and OPSS will: i. Hold at least one meeting per quarter between BSR/HSE and OPSS nominated representatives; and ii. Hold biannual strategic meetings between BSR/HSE and OPSS.
Sample 1

Related to General Co-operation

  • Co-operation Each Party acknowledges that this ESA must be approved by the Department and agree that they shall use Commercially Reasonable efforts to cooperate in seeking to secure such approval.

  • System Operation The Parties shall adhere to any applicable operational requirements of PJM necessary to protect the integrity of the transmission system within the PJM Control Area and the transmission systems of interconnected control areas, and shall satisfy any and all PJM, RFC and NERC criteria, when applicable. The DS Supplier shall also adhere to any applicable operational requirements of the Company necessary to protect the integrity of the Company’s local distribution system.

  • CONTINUITY OF OPERATION Section 1: No Strikes, Work Stoppages or Lockouts

  • Emergency Mode Operation Plan Contractor must establish a documented plan to enable continuation of critical business processes and protection of the security of electronic County PHI or PI in the event of an emergency. Emergency means any circumstance or situation that causes normal computer operations to become unavailable for use in performing the work required under this Agreement for more than twenty-four (24) hours.

  • Business Operations Company will provide all necessary equipment, personnel and other appurtenances necessary to conduct its operations. Company will conduct its business operations hereunder in a lawful, orderly and proper manner, considering the nature of such operation, so as not to unreasonably annoy, disturb, endanger or be offensive to others at or near the Premises or elsewhere on the Airport.

  • Continuous Operation The work week shall provide for continuous operation based on a seven (7) day week, twenty-four (24) hours per day.

  • Interim Operations Except as (x) required by applicable Law, (y) expressly contemplated or required by this Agreement or (z) set forth in Section 6.1 of the Company Disclosure Letter, the Company Parties covenant and agree that, from and after the execution and delivery of this Agreement and prior to the Company Merger Effective Time, except with the prior written consent of Parent (which consent is not to be unreasonably withheld, conditioned or delayed), each of the Company Parties shall, and shall cause their Subsidiaries to, conduct their business in the ordinary course and shall, and shall cause their Subsidiaries to, use their respective commercially reasonable efforts to (1) preserve their business organizations intact and (2) maintain existing relations and goodwill with Governmental Entities and customers, suppliers, employees and business associates. (a) Without limiting the generality of the foregoing and in furtherance thereof, from and after the execution and delivery of this Agreement until the Company Merger Effective Time, except as (x) required by applicable Law, (y) expressly contemplated or required by this Agreement, or (z) as set forth in the relevant subsection of Section 6.1 of the Company Disclosure Letter (it being understood and hereby agreed that if any action is expressly permitted by any of the following subsections such action shall be expressly permitted under the first sentence of Section 6.1), except with the prior written consent of Parent (which consent not to be unreasonably withheld, conditioned or delayed), none of the Company Parties will and the Company Parties will not permit any of their Subsidiaries to: (i) adopt any change in the Company's certificate of incorporation or bylaws or DPA's limited liability company agreement, or adopt any material change in the applicable governing instruments of any of their Subsidiaries; (ii) merge or consolidate with any other Person or restructure, reorganize or completely or partially liquidate, except for (A) the Mergers or (B) any such transaction between wholly owned Subsidiaries of the Company Parties, or between any wholly owned Subsidiary of the Company Parties and the Company Parties, unless reasonably objected to by Parent following consultation; (iii) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) (x) any corporation, partnership or other business organization or (y) any assets from any other Person (excluding ordinary course purchases of goods, products and off-the-shelf Intellectual Property), except, following reasonable advanced consultation with Parent, where the consideration in such transaction is not in excess of $2,000,000 individually or $5,000,000 in the aggregate; (iv) issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, or encumbrance of, any shares of its capital stock or equity interests or the capital stock or equity interests of any of its Subsidiaries (other than (A) the issuance of Class A Shares upon the exercise of Company Options and settlement of Company RSAs and Director RSAs in accordance with the Stock Plan, in each case that are outstanding as of the date hereof or that are issued after the date hereof in compliance with this Agreement, (B) the issuance of Class A Shares pursuant to that certain Exchange Agreement dated as of October 3, 2007, as amended through the date hereof, by and among the Company Parties and certain unitholders of DPA (the “Exchange Agreement”), (C) between wholly owned Subsidiaries of the Company Parties or between a wholly owned Subsidiary of the Company Parties and a Company Party), or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, stock units, stock awards, warrants or other rights of any kind to acquire any shares of such capital stock, equity interests, convertible or exchangeable securities; (v) make any loans, advances or capital contributions to or investments in any Person (other than the Company Parties or any direct or indirect wholly owned Subsidiary of the Company Parties) other than in the ordinary course of business consistent with past practice (including business expense advances to employees) in amounts not in excess of $750,000; (vi) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock or equity interests (except for (A) regular quarterly cash dividends at a rate not in excess of $0.09 per Class A Share and $0.09 per New Class A Unit, with record dates and payment dates consistent with the prior year, (B) tax distributions not in excess of those provided for pursuant to Section 4.4 of the limited liability company agreement of DPA or (C) dividends paid by any direct or indirect wholly owned Subsidiary to the Company Parties or to any other direct or indirect wholly owned Subsidiary) or enter into any agreement with respect to the voting of its capital stock; (vii) reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or equity interests or securities convertible or exchangeable into or exercisable for any shares of its capital stock or equity interests (other than the acquisition in the ordinary course of business consistent with past practice of any Class A Shares tendered by current or former Service Providers in connection with the cashless exercise of Company Options or in order to pay Taxes in connection with the exercise of Company Options or the vesting of Company RSAs and Director RSAs or in connection with any obligation under the Exchange Agreement); (viii) incur any Indebtedness for borrowed money or guarantee such Indebtedness of another Person (other than a wholly owned Subsidiary of the Company Parties), or issue or sell any debt securities or warrants or other rights to acquire any debt security of the Company Parties or any of their Subsidiaries, in each case other than (A) in the ordinary course of business consistent with past practice with a face value or principal amount not in excess of $2,500,000 in the aggregate, or (B) in the ordinary course under letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof so long as the total Indebtedness incurred under all such letters of credit, lines of credit or credit facilities does not exceed $50,000,000 in the aggregate; (ix) make or authorize any capital expenditures in excess of $500,000 individually or $1,500,000 in the aggregate, other than any capital expenditure (or series of related capital expenditures) consistent in all material respects with the 2013 capital expenditure budget of the Company Parties and their Subsidiaries in effect on the date of this Agreement (a copy of which has been previously provided to Parent); (x) make any material changes with respect to any method of Tax or financial accounting policies or procedures, except as required by changes in GAAP or by a Governmental Entity; (xi) compromise, settle or agree to settle any claims (A) involving amounts in excess of $250,000 individually or $1,000,000 in the aggregate, except to the extent reflected or reserved against in the Company's consolidated balance sheet as of September 30, 2012 included in the Company Reports in respect of the claim being settled or (B) that would impose any material non-monetary obligations on the Company Parties or their Subsidiaries or Affiliates that would continue after the Company Merger Effective Time; (xii) make any material Tax election, file any material amended Tax Return, settle or compromise any material Tax liability, enter into any closing agreement with respect to any material Tax or surrender any right to claim a material Tax refund; (xiii) transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon or allow to lapse or expire, xxxxx x Xxxx (other than a Permitted Lien) on or otherwise dispose of any assets, properties or rights of the Company Parties or their Subsidiaries, including capital stock of any of their Subsidiaries that are material to the Company Parties and their Subsidiaries, taken as a whole, except (A) in the ordinary course of business consistent with past practice or (B) Liens granted in connection with any indebtedness permitted under this Section 6.1; (xiv) except as required under applicable Law or the terms of any Benefit Plan in effect as of the date hereof (A) grant, provide or increase (or commit to grant, provide or increase) any severance or termination payments or benefits to any current or former Service Provider who is or was an executive officer, a director or other Service Provider earning annual compensation (base salary and incentive opportunities) in excess of $750,000 (any such Service Provider, a “Material Service Provider”), grant or provide for (or commit to grant or provide for) any severance or termination payments or benefits to any other current or former Service Provider other than in the ordinary course of business consistent with past practice or increase (or commit to increase) any severance or termination payments or benefits; (B) increase in any manner the compensation or benefits of any current or former Service Provider, except (x) for increases in base salary in the ordinary course where the aggregate increase does not exceed 4.5% percent of the aggregate annualized salaries in 2012 and (y) the payment of bonuses for the 2012 performance year in the ordinary course of business and, with respect to Material Service Providers consistent with past practice, and otherwise in the aggregate consistent with past practice, and not in excess of the amounts set forth in Section 6.1(a)(xiv) of the Company Disclosure Letter; (D) become a party to, establish, adopt, terminate, materially amend (or commit to become a party to, establish, adopt, terminate, or materially amend) any Benefit Plan or arrangement that would have been a Benefit Plan if in effect on the date hereof (other than routine changes to welfare plans) or accelerate the vesting of, or lapse of restrictions on, any compensation for the benefit of any current or former Material Service Provider; (E) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Benefit Plan; or (F) terminate the employment or services of any Material Service Provider other than for cause, or hire any Person that would reasonably be expected to be a Material Service Provider; (xv) abandon, convey title (in whole or in part), exclusively license or grant any right or other licenses to material Intellectual Property owned or exclusively licensed to the Company Parties or any of their Subsidiaries, or enter into licenses or agreements that impose material restrictions upon the Company Parties or any of their Subsidiaries with respect to its or their use of material Intellectual Property owned by any third party, in each case other than in the ordinary course of business consistent with past practice; (A) except in the ordinary course of business consistent with past practice, (1) modify or amend, or voluntarily or prematurely terminate, any Material Contract (other than extensions at the end of term that do not materially modify or amend the terms of such Contract or modifications or amendments to reflect actual services performed), (2) enter into any successor agreement to an expiring Material Contract that materially modifies or amends the terms of such expiring Material Contract or (3) enter into any new agreement that would have been considered a Material Contract if it were entered into at or prior to the date hereof other than any such Contracts that may be cancelled, terminated or withdrawn without material liability to the Company Parties or their Subsidiaries upon notice of 90 days or less or (B) enter into any new agreement that would have been considered a Material Contract pursuant to clause (B), (I), (O) or (Q) of Section 5.1(q) if it were entered into at or prior to the date hereof; (xvii) fail to maintain in full force and effect material insurance policies covering the Company Parties and their Subsidiaries and their respective properties, assets and businesses in a form and amount consistent with past practice; or (xviii) agree, authorize or commit to do any of the foregoing. (b) Each of the Buyer Parties agrees that, from and after the execution and delivery of this Agreement and until the Company Merger Effective Time, it shall not consummate or agree to consummate any purchase or other acquisition of any assets, licenses, operations, rights or businesses (other than as expressly contemplated by this Agreement) that, individually or in the aggregate with any other such purchase or acquisition, is reasonably likely to (i) prevent or materially delay from obtaining any consents, registrations, approvals, permits or authorizations required to be obtained from any Governmental Entity in connection with the consummation of the Mergers and the other transactions contemplated hereby, (ii) result in the imposition of a condition or conditions on any such consents, registrations, approvals, permits or authorizations, or (iii) otherwise prevent or materially delay any party hereto from performing its obligations hereunder or consummating the Mergers and the other transactions contemplated hereby. (c) Nothing contained in this Agreement is intended to give any Buyer Party, directly or indirectly, the right to control or direct the Company Parties' or their Subsidiaries' operations prior to the Company Merger Effective Time, and nothing contained in this Agreement is intended to give the Company Parties or their Subsidiaries, directly or indirectly, the right to control or direct the Buyer Parties' operations. Prior to the Company Merger Effective Time, each of the Buyer Parties and the Company Parties shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries' respective operations. (d) Unless otherwise agreed by the parties hereto, following the date hereof and prior to the Closing Date, the Company shall use commercially reasonable efforts to make available to Parent: (i) an estimate of the amounts potentially payable to each Service Provider under any Benefit Plan in connection with the execution and delivery of this Agreement, the adoption of this Agreement by holders of shares constituting the Company Requisite Vote or the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event, including as a result of a termination of employment or service), including the amount of any “excess parachute payments” within the meaning of Section 280G of the Code and any excise tax gross-up that could become payable under any Benefit Plans; (ii) complete and correct copies of each Lease; and (iii) true and complete current copies of all material Benefit Plans and, where applicable, (A) the most recently prepared actuarial report or financial statement with respect thereto, (B) the most recent summary plan description, and all material modifications thereto with respect thereto, (C) the most recent annual report (Form 5500 Series) and accompanying schedule with respect thereto, (D) the most recent determination letter with respect thereto, (E) copies of any material written correspondence with a Governmental Entity with respect thereto and (F) any related funding arrangements with respect thereto.

  • Verizon Operations Support Systems Verizon systems for pre- ordering, ordering, provisioning, maintenance and repair, and billing.

  • Continuity of Operations Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business, or (3) pay any dividends on Borrower's stock (other than dividends payable in its stock), provided, however that notwithstanding the foregoing, but only so long as no Event of Default has occurred and is continuing or would result from the payment of dividends, if Borrower is a "Subchapter S Corporation" (as defined in the Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of Borrower's stock, or purchase or retire any of Borrower's outstanding shares or alter or amend Borrower's capital structure.

  • Operations Manager Secondary Contact Email Secondary Contact Phone Secondary Contact Fax Secondary Contact Mobile 1 Administration Fee Contact Name Administration Fee Contact Email 1 Administration Fee Contact Phone 2 0

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