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).
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.
Limitation on Duty to Collect Custodian shall not be required to enforce collection, by legal means or otherwise, of any money or property due and payable with respect to Securities held for the Fund if such Securities are in default or payment is not made after due demand or presentation.
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.
Duty of Cooperation Each party hereto shall cooperate fully with the other party hereto in all reasonable respects in order to accomplish the objectives of this Agreement.
Jury Duty and Crown Witness (a) Employees subpoenaed as a crown witness or for jury duty shall be paid the difference between their normal daily wages and the amount they receive for such public duty for any day on which they are scheduled to work;
(b) Employees who must appear in court for reasons other than those mentioned in (a) shall be granted leave of absence without pay provided they supply the proof of service requiring such attendance.
Representation By Counsel; Interpretation The parties acknowledge that each party to this Agreement has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law, or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and is expressly waived.
Right to Counsel The Indemnified Persons shall have the right to employ counsel in their, its, his or her sole discretion. Such Indemnified Persons shall be responsible for the expenses of such separate counsel except as provided in Subsection 6(c)(iii). The Advisor agrees to cooperate fully with the Indemnified Persons and their separate counsel in responding to such threatened or actual claims.
