Other Coordination. Each party will reasonably notify the other party of (i) agreements and other transactions with third parties which such party believes in good faith would materially conflict with, and/or materially adversely impact, the performance of its obligations and the relationship with the other party established under this Agreement; (ii) agreements and other transactions with third parties which such party believes in good faith would materially conflict with, and/or materially adversely impact, the compatibility or interoperability of the Palm Software; (iii) with respect to PalmSource, materially adversely altering its policy for licensing the Palm OS, (iv) with respect to Sony, using any competing OS software for products in its Applicable Business Area or materially adversely altering any of Sony’s plans to use PalmSource’s operating system products; and (v) any material adverse change implemented by such party in the overall conduct of its Applicable Business Area. The above notification will be based upon the good faith belief of the notifying party regarding the above events. Such notification may be made by disclosure at the periodic meetings to be held pursuant to Section II(2) or other appropriate manner.
Other Coordination. (a) Xxxxxxxxxx Xxxxxxx has provided or shall promptly provide Sidewalk Labs with correct and complete copies of all Relevant Contracts. Notwithstanding the foregoing, Xxxxxxxxxx Xxxxxxx shall not be required to disclose any provision of a Relevant Contract entered into prior to the Effective Date if doing so would result in a breach of the confidentiality provisions of such Relevant Contract; provided, however, that Xxxxxxxxxx Xxxxxxx shall use its commercially reasonable efforts to obtain the required consent of the counterparty or counterparties to the Relevant Contract to permit such disclosure and shall allow for disclosure to the maximum extent that does not result in a breach of the Relevant Contract (including by providing summaries, excerpts or redacted copies, for example) and provided further, that with respect to any Relevant Contract entered into after the Effective Date, Xxxxxxxxxx Xxxxxxx shall use commercially reasonable efforts to avoid any prohibition on disclosing such Relevant Contract to Sidewalk Labs (and if a counterparty refuses to permit disclosure to Sidewalk Labs, Waterfront Toronto shall notify the Project Management Committee thereof). Without the prior written consent of Sidewalk Labs, not to be unreasonably withheld, Xxxxxxxxxx Xxxxxxx shall not enter into, terminate, extend, amend, assign or compromise or waive any rights or claims under any Key Contract, or, if it would limit, conflict with or constrain, the terms included in the MIDP Scope or this Agreement or reasonably expected to be included in the MIDP and Implementation Agreements, under any other Relevant Contract. Xxxxxxxxxx Xxxxxxx shall cooperate and consult with Sidewalk Labs in connection with Planning Initiatives of which it is aware.
(b) Sidewalk Labs shall provide to Xxxxxxxxxx Xxxxxxx copies of all final versions of relevant plans, reports, surveys and designs created or acquired by Sidewalk Labs in the course of the creation of the MIDP and funded by the Sidewalk Funding Commitment, whether before or after the date of this Agreement, that cover all or a portion of the MIDP Site (the “MIDP Materials”). The Parties will also share with one another drafts of relevant plans, reports, surveys and designs created or acquired in the course of the creation of the MIDP on an ongoing basis pursuant to the Collaboration Principles. Notwithstanding the foregoing, Sidewalk Labs shall not be required to disclose any MIDP Materials created or acquired prior to the Effectiv...
Other Coordination. (a) Incyte and SB, in the sole discretion of Incyte and SB, as the case may be, may use reasonable efforts to assist the LLC in obtaining the benefits of any available group pricing or group discounts for the purchase of equipment, supplies or services (including without limitation insurance) available to Incyte and SB, as the case may be.
(b) If a Service Provider provides the LLC with human resources Services, such Service Provider, if it so elects, may provide the following health and welfare benefits coverage to the LLC employees on the same terms and conditions as provided to employees of the Service Provider, but in no event at a cost to such employees greater than the cost to the Service Provider (except to the extent of state, regulatory or other factors which cause variance in premium costs):
(i) comprehensive health insurance, including medical and dental insurance, and covering active and retired employees;
(ii) life insurance;
(iii) accidental death or dismemberment;
(iv) long-term disability insurance; and
(v) travel accident insurance.
(c) The LLC shall pay or reimburse the Service Provider for the costs of any such insurance and health and welfare benefits coverage in accordance with Section 1.3, provided that such costs shall be no greater than as charged to, and on substantially the same terms as made available to, internal units of the Service Provider.
