Notification; Cooperation Sample Clauses

Notification; Cooperation. (a) From the date hereof through the Closing Date, Parent, on the one hand, and the Acquiror, on the other hand, shall promptly notify the other and keep it advised as to: (i) any pending or threatened Action which challenges or seeks to restrain or enjoin the consummation of any of the transactions contemplated hereby; (ii) the commencement of any non-ordinary course audit or examination with respect to any Company Group Entity or the business of the Company Group Entities by any Governmental Authority; (iii) any event that would or would reasonably be expected to result in, individually or in the aggregate, any of the conditions set forth in Article VIII not being capable of being fulfilled by the Outside Date or (iv) any written notice received by such party from a Governmental Authority or third party seeking to restrain or prohibit the transactions contemplated by this Agreement and the Transaction Agreements. No notification made pursuant to this Section 5.15 shall have the effect of satisfying any condition set forth in Article VIII, nor shall any such notification have any effect for the purposes of determining the rights of any party to claim or obtain indemnification under this Agreement or otherwise enforce its rights and remedies under this Agreement. (b) From the date hereof through the Closing Date, Parent shall, if permitted by applicable Law, promptly deliver to the Acquiror copies of all statutory financial statements filed with or submitted to any Governmental Authority by or on behalf of any Company Group Entity, following the date on which such statutory financial statements are so filed or submitted. (c) Following the Closing, to the extent such rights are held by Parent or its Affiliates (other than the Company Group Entities), if directed by the Acquiror, Parent shall (or shall cause its relevant Affiliate to) enforce its rights under any restrictive covenant agreements with any former employee of the Company Group Entities (or former employer of Parent or its Affiliates to the extent applicable to the business of the Company Group Entities) for the Acquiror’s benefit, at the Acquiror’s sole expense.

Notification; Cooperation. If Agent receives notice of any actual, anticipated, or threatened Civil or Administrative Action (defined below), or mediations or demand letters, concerning or involving Agent, either directly or indirectly, Agent shall immediately notify Agent’s Designated Managing Broker and Managing Broker(s). Moreover, in such instances, Agent agrees to fully cooperate, in good faith, and assist eXp, Agent’s Designated Managing Broker and Managing Broker, eXp’s Legal Operations Department, and/or eXp’s comprehensive errors and omissions insurance carrier (“Carrier”) in defending against such matters until they are resolved by providing documents, testimony and any other items or information that may be needed by or on behalf of eXp. Agent’s breach of this provision shall constitute a material breach of this ICA. The term “Civil or Administrative Action” as used in this ICA means lawsuits (including any appeals), small claims actions, chancery actions, equitable actions, arbitration actions, or administrative complaints (such as before a Department of Real Estate, Attorney General’s Office, Department of Housing and Urban Development, Consumer Protection Financial Bureau, MLS, or any REALTOR® association).

Notification; Cooperation. Both Parties agree to notify each other of any possible or actual infringement of any Data Rights relating to the Licensed Products (“Infringement”) of which it becomes aware. Licensor agrees to use its best efforts to enforce the Data Rights with respect to any such Infringement. Licensee agrees to cooperate fully with Licensor in any action controlled by Licensor to enforce the Data Rights with respect to such Infringement.

Notification; Cooperation. At all times prior to the Effective Time, AIL shall promptly notify EDO, and EDO shall promptly notify AIL, in writing of any fact, condition, event or occurrence that reasonably could be expected to result in the failure of any of the conditions contained in Sections 7.1, 7.2 or 7.3 to be satisfied, promptly upon becoming aware of the same. AIL, EDO and Merger Sub shall cooperate with one another in order to lift any injunction or remove any other impediment to the consummation of the transactions contemplated hereby.

Notification; Cooperation. If Agent receives notice of any actual, anticipated, or threatened Civil or Administrative Action (defined below), or mediations or demand letters, concerning or involving Agent, either directly or indirectly, Agent shall immediately notify Agent’s Designated Broker and Managing Broker(s). Moreover, in such instances, Agent agrees to fully cooperate, in good faith, and assist THE WAR TEAM, Agent’s Designated Managing Broker and Managing Broker, THE WAR TEAM’s Legal Operations Department, and/or THE WAR TEAM’s comprehensive errors and omissions insurance carrier (“Carrier”) in defending against such matters until they are resolved by providing documents, testimony and any other items or information that may be needed by or on behalf of THE WAR TEAM. Agent’s breach of this provision shall constitute a material breach of this ICA.

Notification; Cooperation. If an Operating Party intends to initiate an infringement action under this Section 9.3(b), or decides not to initiate such action, it shall promptly provide written notice to the other Operating Party and the JSC of such intent. The Operating Party controlling any action under this Section 9.3(b) shall notify the other Operating Party and the JSC promptly upon commencement of such action and shall keep the other Operating Party and the JSC reasonably informed of the status of such action. In connection with any action under this Section 9.3(b), the Parties will cooperate fully and will provide each other with any information or assistance that the other may reasonably request, at the expense of the Operating Party initially bringing the action. Notwithstanding an Operating Party’s right to control an action under this Section 9.3(b), neither Operating Party shall settle or compromise any claim or proceeding that would adversely affect the scope, validity or enforceability of any Patent Right granted by one Party to another hereunder or otherwise adversely affect the rights and licenses granted hereunder unless agreed to in writing by both Operating Parties and LFB/GTC LLC, which consent shall not be unreasonably withheld or delayed.

Notification; Cooperation. If Agent receives notice of any actual, anticipated, or threatened

Notification; Cooperation. If Agent receives notice of any actual, anticipated, or threatened Civil or Administrative Action (defined below), or mediations or demand letters, concerning or involving Agent, either directly or indirectly, Agent shall immediately notify Agent’s Designated Managing Broker and Managing Broker(s). Moreover, in such instances, Agent agrees to fully cooperate, in good faith, and assist eXp, Agent’s Designated Managing Broker and Managing Broker, eXp’s Legal Operations ​ ​

Notification; Cooperation. If a Party intends to initiate an infringement action under this Section 9.3(b), or decides not to initiate such action, it shall promptly provide written notice to the other Party of such intent. The Party controlling any action under this Section 9.3(b) shall notify the other Party promptly upon commencement of such action and shall keep the other Party reasonably informed of the status of such action. In connection with any action under this Section 9.3(b), the Parties will cooperate fully and will provide each other with any information or assistance that the other may reasonably request, at the expense of the Party initially bringing the action. Notwithstanding a Party’s right to control an action under this Section 9.3(b), neither Party shall settle or compromise any claim or proceeding that would adversely affect the scope, validity or enforceability of any Patent Right granted by one Party to another hereunder or otherwise adversely affect the rights and licenses granted hereunder unless agreed to in writing by both Parties, which consent shall not be unreasonably withheld or delayed.