INFORMATION AND CO-OPERATION Sample Clauses

INFORMATION AND CO-OPERATION. 6.1 In connection with GEP's engagement hereunder, the Company shall provide GEP with such information and documents as GEP may consider necessary or desirable in order to enable it to provide the Services and to carry out its duties and responsibilities hereunder. In particular, and without prejudice to the generality of the foregoing, the Company will promptly furnish GEP with such information as GEP may request in order to permit GEP to assist the Company in preparing any material required for the Acquisition (collectively, the "Acquisition Documents").
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INFORMATION AND CO-OPERATION. In connection with GEP’s engagement hereunder, the Company shall provide GEP with such information and documents as GEP may consider necessary or desirable in order to enable it to provide the Services and to carry out its duties and responsibilities hereunder. In particular, and without prejudice to the generality of the foregoing, the Company will promptly furnish GEP with such information as GEP may request in order to permit GEP to assist the Company in preparing any material required for a possible Merger or Acquisition prior to a public listing. The Company will be solely responsible for the contents of any Merger or Acquisition Documents and the Company represents and warrants to GEP that these documents will, as of the date of any marketing, distribution of the Acquisition Documents or completion, or preparation of the Acquisition, be true and accurate in all material respects, not omit any material fact and not be misleading in any respect and, with respect to any financial projections, the Company represents that they have been, or will be, prepared in good faith on the basis of reasonable assumptions. The Company agrees to advise GEP promptly of the occurrence of any event or any other change known to the Company which results in any of the “Merger or Acquisition Documents” containing any untrue statement of a material fact or omitting to state a material fact the omission of which would render any statements contained therein, in light of the circumstances under which they were made, misleading and in such event the Company shall provide corrective information to GEP suitable for inclusion in a supplemental information statement. For purposes of this paragraph notification by the Company must be made directly to GEP and GEP shall not be deemed notified solely as a result of action, notice or the constructive knowledge of any of its Related Parties. The Company hereby authorizes GEP to provide any all the Merger or Acquisition Documents on its behalf to those concerned with the Merger or Acquisition. GEP shall each have the right to review and be required to approve all the documents and every form of letter, circular, notice, memorandum or other written communication from the Company or any person acting on its behalf in connection with the Merger or Acquisition and the persons to whom any of the foregoing are to be directed, such approval not to be unreasonably withheld. The Company shall at all times use its efforts to assist GEP in providing...
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INFORMATION AND CO-OPERATION. Each of the Parties shall co-operate with the Monitoring Agency and provide the Monitoring Agency in a timely fashion with such information and assistance requested by the Monitoring Agency that such Parties are reasonably able to provide and which is required for the Monitoring Agency to carry out its mandate.
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INFORMATION AND CO-OPERATION. 8.1 Each party will:
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INFORMATION AND CO-OPERATION. 8.1 Co-operation The Subordinated Creditors will take all necessary steps and will co-operate with the Senior Creditor so as to ensure that the intentions as to priorities set out in this Deed are reflected and recorded in any registry or register or with any filing or registration authority in any jurisdiction and if required by a Senior Creditor, that third parties are informed of such priorities.
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INFORMATION AND CO-OPERATION. 11.1 Each Party shall keep the other Party apprised of all material issues relating to the subject matter of the Contributions and without prejudice to the generality thereof shall:
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INFORMATION AND CO-OPERATION 
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Related to INFORMATION AND CO-OPERATION

  • 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.

  • 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.

  • Confidential Information and Restricted Activities Employee has entered into the Company’s Employee Proprietary Information Agreement (“EPIA”) and acknowledges his or her obligations thereunder. The EPIA is specifically incorporated into this Agreement.

  • Information and Records (a) Lessee shall promptly furnish to Lessor all such information as Lessor may from time to time reasonably request regarding the Aircraft or any part thereof, its use, registration, location and condition. In addition, Lessee shall, on each Maintenance Payments Date and the Termination Date, furnish to Lessor a monthly maintenance status report substantially in the form of Schedule 5.

  • Basic Financial Information and Reporting (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.

  • Operation of Parent’s Business (a) Except as set forth on Section 4.1 of the Parent Disclosure Schedule, as expressly permitted by this Agreement, as required by applicable Law or unless the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9 and the Effective Time (the “Pre-Closing Period”) each of Parent and the Merger Sub shall conduct its business and operations in the Ordinary Course of Business and in compliance in all material respects with all applicable Laws (including maintaining compliance in all material respects with the applicable listing and governance rules and regulations of Nasdaq) and the requirements of all Contracts that constitute Parent Material Contracts.

  • Access to Information and Services ..28 Section 7.01. Provision of Corporate Records......................................................28 Section 7.02. Access to Information...............................................................28 Section 7.03.

  • Financial Information and Reporting (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.

  • Operation of the Business Between the date of this Agreement and the Closing, Seller shall:

  • Information Services The Custodian may rely upon information received from issuers of Securities or agents of such issuers, information received from Subcustodians or depositories, information from data reporting services that provide detail on corporate actions and other securities information, and other commercially reasonable industry sources; and, provided the Custodian has acted in accordance with the standard of care set forth in Section 6 (a), the Custodian shall have no liability as a result of relying upon such information sources, including but not limited to errors in any such information.

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