Legal Representation and Costs; Cooperation Sample Clauses

Legal Representation and Costs; Cooperation. Except as expressly provided herein or in connection with insurance coverage required to be provided in this Agreement by one party for the benefit of the other, each party shall be responsible for its own legal representation and legal costs. Except where there is an actual or potential conflict of interest, the District and RSS shall fully cooperate with legal counsel for one another in connection with any legal claim asserted against either of them. Notwithstanding any other provision of this Agreement, neither party shall settle or compromise any third party claim against the other without the express written permission of that party.
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Legal Representation and Costs; Cooperation. Except as expressly provided herein or in connection with insurance coverage as well as any indemnification required to be provided in this Agreement by one Party for the benefit of the other, each Party shall be responsible for its own legal representation and legal costs in connection with any legal claim or proceeding. Except where there is an actual or potential conflict of interest, UP Academy and UP Education Network shall fully cooperate with legal counsel for one another in connection with any legal claim asserted against either or both of them. Notwithstanding any other provision of this Agreement, neither Party shall settle or compromise any third party claim against the other without the express written permission of that party.
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Legal Representation and Costs; Cooperation. Except as expressly provided herein or in connection with insurance coverage required to be provided in this MOU by one party for the benefit of the other, each party shall be responsible for its own legal representation and legal costs. Except where there is an actual or potential conflict of interest, the District and MLA shall fully cooperate with legal counsel for one another in connection with any legal claim asserted against either of them arising out of the performance of this MOU. Notwithstanding any other provision of this MOU, neither party to this MOU shall settle or compromise any claim against the other party to this MOU without the express written permission of that party.
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Legal Representation and Costs; Cooperation. 23 9.2 Challenges to the Legality of this MOU 23 9.3 Indemnification 23 9.4 No Waiver 24
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Legal Representation and Costs; Cooperation. 23. Except as otherwise provided in the indemnification provisions below, LAUSD shall be solely and exclusively responsible for all costs of legal representation and all related fees, judgments, settlements, costs of alternative dispute resolution and related costs incurred in connection with any demands, claims, suits, actions, proceedings or threatened demands, claims, suits, actions and proceedings arising out of or related to the performance of the parties under this MOU. Except where there is an actual or potential conflict of interest, LAUSD and LMU shall cooperate with legal counsel for one another in connection with any demand, claim, suit, action, proceeding or threatened demand, claim, suit, action and proceeding asserted against either of them arising out of or related to the performance of the parties under this MOU. The obligations hereunder shall survive the termination or expiration of this MOU.
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Related to Legal Representation and Costs; Cooperation

  • Legal Representation The Parties agree that, notwithstanding the fact that EGS may have, prior to Closing, jointly represented the Purchaser, Merger Sub, the Purchaser Representative and/or the Sponsor in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented the Purchaser and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, EGS will be permitted in the future, after Closing, to represent the Sponsor, the Purchaser Representative or their respective Affiliates in connection with matters in which such Persons are adverse to the Purchaser or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company and the Seller Representative, who are or have the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s future representation of one or more of the Sponsor, the Purchaser Representative or their respective Affiliates in which the interests of such Person are adverse to the interests of the Purchaser, the Company and/or the Seller Representative or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS of the Purchaser, Merger Sub, any Sponsor, the Purchaser Representative or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the Purchaser Representative shall be deemed the clients of EGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Sponsor and the Purchaser Representative, shall be controlled by the Sponsor and the Purchaser Representative and shall not pass to or be claimed by Purchaser or the Surviving Corporation; provided, further, that nothing contained herein shall be deemed to be a waiver by the Purchaser or any of its Affiliates (including, after the Effective Time, the Surviving Corporation and its Affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

  • Legal cooperation 1. The Parties agree to develop judicial cooperation in civil and commercial matters as regards the negotiation, ratification and implementation of multilateral conventions on civil judicial cooperation and, in particular, the conventions of the Hague Conference on Private International Law in the field of international legal cooperation and litigation as well as the protection of children.

  • Cooperation and Coordination The Parties acknowledge and agree that it is their mutual objective and intent to minimize, to the extent feasible and legal, taxes payable with respect to their collaborative efforts under this Agreement and that they shall use all commercially reasonable efforts to cooperate and coordinate with each other to achieve such objective.

  • Additional Representations Section 3 is hereby amended by adding at the end thereof the following Subparagraphs:

  • Annual Representations and Certifications Any changes provided by the Offeror in paragraph (b)(2) of this provision do not automatically change the representations and certifications in XXX.

  • General Representations Each Party hereby represents and warrants to the other Party as follows:

  • Appearance and Representation Hearings held under this procedure shall be conducted at a time and place that will afford a fair and reasonable opportunity for all persons entitled to be present to attend. When such hearings are during school hours, all persons who are required to participate shall be excused with pay for that purpose and that time shall not be deducted from the teacher's personal leave. School hours are defined herein as the hours during which the teacher is assigned direct control of the students.

  • Recognition and Representation Section 1: Pursuant to the provisions of the Local Government Employee-Management Relations Act (NRS 288 inclusive) the CITY OF XXXXXXXXX, NEVADA, a local government employer (hereinafter referred to as the "CITY"), recognizes the GENERAL SALES DRIVERS, DELIVERY DRIVERS, AND REPRESENTING THE PUBLIC SECTOR, LOCAL NO. 14, affiliated with the International Brotherhood of Teamsters, AFL-CIO (hereinafter referred to as the "UNION") as the Bargaining Agent for eligible employees as hereinafter defined for the purpose of collective bargaining. The UNION makes this Agreement in the capacity of the Bargaining Agent for the CITY's employees in the hereinafter described Bargaining Unit classified as Supervisors.

  • Labor cooperation The Parties shall enhance their communication and cooperation on labor, social security and environment issues through Memorandum of Understanding on Labor Cooperation between the Government of the People's Republic of China and the Government of the Republic of Peru.

  • Assistance and Cooperation After the Closing Date, each of Seller and Purchaser shall:

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