INTENT TO COOPERATE Sample Clauses

INTENT TO COOPERATE. It is the intention of the parties under this agreement to cooperate as follows:
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INTENT TO COOPERATE. Both Licensor and Licensee acknowledge that successful implementation of the Product pursuant to this License Agreement shall require their full and mutual good faith cooperation and Licensee acknowledges that it shall timely fulfill its responsibilities, including but not limited to those set forth below.
Sample 1
INTENT TO COOPERATE. Except as specified otherwise in this Agreement, a Park District function shall have priority use of Park District property in case of a conflict with a District 200 function. Also, a District 200 function shall have priority use of a District 200 property in case of a conflict with a Park District function. In addition, the Park District and District 200, having similar missions, agree to collaborate, cooperate, and reciprocate in regards to any and all scheduling requests and facility use matters between the two organizations.
Sample 1
INTENT TO COOPERATE. It is the intention of the parties under this agreement to cooperate as follows: Agree that certain roads under the jurisdiction of or the U.S. Forest Service which serve the National Forest and also carry traffic which is properly the responsibility of should be maintained and, if necessary, improved to a standard adequate to accommodate safely and economically all traffic which uses such roads. Agree on the identification of roads or road segments which meet the criteria in item a by a listing and appropriate maps. Provide for formal meetings and informal consultation on a regular basis to discuss and agree on action with respect to the roads identified pursuant to item b. Provide for regular and adequate maintenance of the roads identified in item b, including the assignment of maintenance responsibilities. Provide for entering into project agreements when improvements of a road under the jurisdiction of one party is to be financed in whole or in part from funds or resources provided by the other party. Provide for appropriate jurisdictional status of roads through transfer of easements and acquisition of easements by the appropriate party. IDENTIFICATION OF ROADS. A list of roads and segments of roads which meet the criteria set forth in item 1a is agreed upon and is marked "Schedule A" and attached as part of this agreement. Schedule A may be modified from time to time by agreement between and U.S. Forest Service, by adding or removing roads or road segments, or by altering the description of a road or road segments, to give it proper identity. Each such modification shall be indicated by a revised Schedule A bearing the signatures of the parties or their authorized representatives and the effective date of the revision.
Sample 1
INTENT TO COOPERATE. Both Licensor and Sub-Licensee acknowledge that successful deployment and use of the Software pursuant to this Agreement shall require their full and mutual good faith cooperation.
Sample 1
INTENT TO COOPERATE. It is the intention of the patties under this agreement to cooperate as follows:
Sample 1

Related to INTENT TO COOPERATE

  • Agreement to Cooperate In the event of any legal action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement, the parties hereby agree to cooperate in defending such action; provided, however, each party shall retain the right to pursue its own independent legal defense.

  • 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).

  • Obligation to Defend; Notice; Cooperation Whenever a claim arises for indemnification under this Section (the “Claim”), the relevant Indemnitee, as appropriate, will promptly notify the Indemnifying party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's rights or ability to defend such Claim. The Indemnifying Party will have the right to defend against such Claim in which event the Indemnifying Party will give written notice to the Indemnitee of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. Except as set forth below, such notice to the relevant Indemnitee will give the Indemnifying Party full authority to defend, adjust, compromise, or settle such Claim with respect to which such notice has been given, except to the extent that any compromise or settlement might prejudice the Intellectual Property Rights or other rights of the relevant Indemnities. The Indemnifying Party will consult with the relevant Indemnitee prior to any compromise or settlement that would affect the Intellectual Property Rights or other rights of any Indemnitee, and the relevant Indemnitee will have the right to refuse such compromise or settlement and, at such Indemnitee’s sole cost, to take over defense of such Claim. Provided, however, that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnitee against any damages, costs, expenses, or liabilities, including without limitation, attorneys’ fees, in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnitee will be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief (other than monetary damages) that could affect the rights of the Indemnitee and also will be entitled to employ separate counsel for such defense at such Indemnitee's expense. In the event the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnitee will have the right to employ counsel for such defense at the expense of the Indemnifying Party, and the Indemnifying Party shall be liable for all costs associated with Indemnitee’s defense of such Claim including court costs, and any settlement or damages awarded a third party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim.

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