Participation and Cooperation Sample Clauses

Participation and Cooperation. The Party not controlling any such defense hereunder may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such Third Party Claim and the defense thereof and shall consider in good faith reasonable recommendations made by the other Party with respect thereto. The Party not controlling such defense shall, and shall cause each of its Affiliates and each of their respective directors, officers and employees to reasonably cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include reasonable retention by such Party of records and information that are reasonably relevant to such Third Party Claim, and making such Party, its Affiliates and its and their respective directors, officers and employees available on a mutually convenient basis to provide additional information and explanation of any records or information provided, and the Party controlling the defense of such Third Party Claim shall reimburse the respective other Party for all of its related reasonable out-of-pocket expenses.
Sample 1Sample 2Sample 3See All (9)
AutoNDA by SimpleDocs
Participation and Cooperation. 1. The Insurer shall have the right to investigate, adjust and settle any Claim under this Policy and it shall not be bound by the Claim or loss decisions made by any other insurer. The Insurer shall also have the right to effectively associate with the Insured in the defense and settlement of any Claim or circumstances which may reasonably be expected to give rise to a Claim under this Policy, even if the limits of liability of the Underlying Insurance have not been exhausted. 2. The Insured shall provide the Insurer with information, assistance and cooperation as the Insurer reasonably requests and shall do nothing to prejudice the Insurer’s position or potential rights of recovery. The Insured shall not agree to or incur any settlement or Defense Costs reasonably likely to be covered under this Policy without the Insurer’s prior written consent, which shall not be unreasonably withheld.
Sample 1
Participation and Cooperation. The Party not prosecuting a Potential Infringer or defending a Third Party suit against the Licensed Patents shall be entitled to participate therein with counsel of its choice and at its own cost and expense (subject to reimbursement out of any recovery in such action).
Sample 1
Participation and Cooperation. Employee agrees to voluntarily participate and cooperate with Company, if asked, in investigating, prosecuting, and defending any charges, claims, demands, liabilities, causes of action, lawsuits, and other proceeding by, against, or involving Company or the Released Parties in any matter of which Employee has, should have, or may have, knowledge by virtue of Employee’s relationship and position with the Company.
Sample 1
Participation and Cooperation. 29 10.5 Defense of Claims; Settlement ............................... 30 10.6 Survival .................................................... 30
Sample 1
Participation and Cooperation. If any Indemnified Vendor Party or Indemnified Company Party (herein referred to as the "Indemnified Party", as appropriate) shall have knowledge of any claim or liability required to be indemnified against under this Section 10, such Indemnified Party shall give reasonably prompt written notice thereof to the party from whom indemnification under this Section 10 is sought (hereinafter referred to as the "Indemnifying Party") after becoming aware of such claim, but the failure of such Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it would otherwise have to such Indemnified Party hereunder except to the extent, and only to the extent, that the Indemnifying Party demonstrates that the defense of such claim or liability is prejudiced thereby. The Indemnifying Party and the Indemnifying Party's insurers shall have the right, at their sole cost and expense, to investigate, defend or compromise any claim for which indemnification is sought under this Section 10 upon acknowledgment by the Indemnifying Party or such insurer of its liabilities to each Indemnified Party in respect thereof, and each Indemnified Party shall cooperate with the Indemnifying Party and such insurer or insurers with respect thereto by, among other things, (i) responding fully to any reasonable request by such Indemnifying Party or such insurer or insurers for information and (ii) not taking any voluntary action that such Indemnified Party could reasonably foresee would materially prejudice Indemnifying Party's or such insurer's or insurers' defense efforts to reach settlement or pursuit of any cross-claim or counterclaim.
Sample 1
Participation and Cooperation. Provider recognizes the need for Quality Improvement Activities to guide and review individual and aggregate performance of Participating Providers, including Provider, in the delivery of Covered Services, and to fulfill Saint Marys’ obligations under applicable law and the CMS agreement. Provider shall participate in and comply with such Quality Improvement Activities, including but not limited to such performance improvement, quality assessment, medical management and utilization management programs as Saint Mary’s may establish, adopt or administer. Provider shall conduct, in cooperation with Saint Mary’s, systematic peer review relating to such programs. Provider recognizes that Quality Improvement Activities will involve review of Covered Services provided by Provider and its subcontractors. Review may include but not be limited to adherence to standards of quality and professional conduct; effectiveness of utilization of Covered Services; and adherence by Provider and its subcontractors to Saint Marys’ Quality Improvement Activities. Provider shall facilitate the utilization and chart review process for the purpose of maintaining cost control and appropriate quality of medical services rendered pursuant to this agreement. Subject to applicable law, Provider shall provide Saint Marys’ medical director or designee(s) access to medical and other records of Members for the purpose of conducting Quality Improvement Activities. Provider recognizes that Saint Mary’s will establish a formal mechanism to consult with Participating Providers regarding the administration of Quality Improvement Activities, and Provider shall cooperate with such mechanism.
Sample 1
AutoNDA by SimpleDocs
Participation and Cooperation. The success of the MMIK project will require the full participation of RTA and each service board in both the development process and ongoing operation and maintenance. Most of the MMIK data will derive from the service boards, so their role in delivering and maintaining accurate data is one of the most critical of the project. Since a collaborative relationship among the parties is essential to making sure that the best processes for sharing data are implemented and maintained, all parties to this agreement have the following responsibilities : • To participate in the design, development, and deployment process, and contribute their knowledge about data available and how data could be used in the MMIK to benefit customers; • To cooperate with other organizations and the project members to advance or assist the project; • To maintain a focus on customer needs for convenient and reliable information; • To share data with the MMIK system, and other project parties; • To ensure that shared data is as accurate and timely as can be achieved with reasonable effort, and to commit to applying such effort to prepare and maintain the data; • To make sure data is adequately documented, as well as any data limitations, so that it can be reliably transferred and used in the MMIK system, and to adhere to system standards and protocols, wherever possible; • To allow access and connections to their own hardware and software, for the purpose of sharing data, as long as such access does not interfere with or compromise the integrity of their own operations or systems management; • To commit adequate resources within each agency to carry out the tasks necessary to implement the MMIK system; • To work toward resolving problems as they arise, and implementing solutions and/or changes that will improve the MMIK over time; • To ensure that future systems provide external interfaces that adhere to standards compatible with the MMIK and ITH, and are consistent with the long-term regional architecture.
Sample 1
Participation and Cooperation. Provider recognizes the need for Quality Improvement Activities to guide and review individual and aggregate performance of Participating Providers, including Provider, in the delivery of Covered Services, and to fulfill GOLDEN TIMES’s obligations under applicable law and the CMS agreement. Provider shall participate in and comply with such Quality Improvement Activities, including but not limited to such performance improvement, quality assessment, medical management and utilization management programs as GOLDEN TIMES may establish, adopt or administer. Provider shall conduct, in cooperation with GOLDEN TIMES, systematic peer review relating to such programs. Provider recognizes that Quality Improvement Activities will involve review of Covered Services provided by Provider and its subcontractors. Review may include but not be limited to adherence to standards of quality and professional conduct; effectiveness of utilization of Covered Services; and adherence by Provider and its subcontractors to GOLDEN TIMES’s Quality Improvement Activities. Provider shall facilitate the utilization and chart review process for the purpose of maintaining cost control and appropriate quality of medical services rendered pursuant to this agreement. Subject to applicable law, Provider shall provide GOLDEN TIMES’s medical director or designee(s) access to medical and other records of Members for the purpose of conducting Quality Improvement Activities. Provider recognizes that GOLDEN TIMES will establish a formal mechanism to consult with Participating Providers regarding the administration of Quality Improvement Activities, and Provider shall cooperate with such mechanism.
Sample 1

Related to Participation and Cooperation

  • Resignation and Cooperation Upon termination of Executive’s employment, Executive shall be deemed to have resigned from all offices and directorships then held with the Company. Following any termination of employment, Executive shall cooperate with the Company in the winding up of pending work on behalf of the Company and the orderly transfer of work to other employees. Executive shall also cooperate with the Company in the defense of any action brought by any third party against the Company that relates to Executive’s employment by the Company.

  • 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.

  • Notice and Cooperation Each Party shall provide to the other Party prompt written notice of any actual or threatened infringement of the Product Trademarks in the Territory and of any actual or threatened claim that the use of the Product Trademarks in the Territory violates the rights of any Third Party. Each Party agrees to cooperate fully with the other Party with respect to any enforcement action or defense commenced pursuant to this Section 7.7.

  • Subrogation and Cooperation (a) The Issuer and the Indenture Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments under the Credit Enhancement Instrument on account of principal of or interest on the Notes, the Credit Enhancer will be fully subrogated to the rights of such Holders to receive such principal and interest from the Issuer, and (ii) the Credit Enhancer shall be paid such principal and interest but only from the sources and in the manner provided herein and in the Insurance Agreement for the payment of such principal and interest. The Indenture Trustee shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interest under this Indenture or the Insurance Agreement without limiting the rights of the Noteholders as otherwise set forth in the Indenture, including, without limitation, upon the occurrence and continuance of a default under the Insurance Agreement, a request to take any one or more of the following actions: (i) institute Proceedings for the collection of all amounts then payable on the Notes, or under this Indenture in respect to the Notes and all amounts payable under the Insurance Agreement enforce any judgment obtained and collect from the Issuer monies adjudged due; (ii) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law; (iii) file or record all Assignments that have not previously been recorded; (iv) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture; and (v) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Credit Enhancer hereunder.

  • Litigation and Regulatory Cooperation During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 7(f).

  • Assistance and Cooperation (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) the other Companies and their respective agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies and their respective Affiliates as provided in Section 9. Each of the Companies shall also make available to the other Companies, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any of the Companies or any of their respective Affiliates be required to provide the other Companies or any of their respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine that the provision of any information to the other Companies or their respective Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

  • General Cooperation The Parties shall each cooperate fully (and each shall cause its respective Subsidiaries to cooperate fully) with all reasonable requests in writing from another Party hereto, or from an agent, representative or advisor to such Party, in connection with the preparation and filing of Tax Returns, claims for Refunds, Tax Proceedings, and calculations of amounts required to be paid pursuant to this Agreement, in each case, related or attributable to or arising in connection with Taxes of any of the Parties (including matters related to a Party’s qualification as a “real estate investment trust” under the Code) or their respective Subsidiaries covered by this Agreement and the establishment of any reserve required in connection with any financial reporting (a “Tax Matter”). Such cooperation shall include the provision of any information reasonably necessary or helpful in connection with a Tax Matter and shall include, without limitation, at each Party’s own cost: (a) the provision of any Tax Returns of the Parties and their respective Subsidiaries, books, records (including information regarding ownership and Tax basis of property), documentation and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document (including any power of attorney) in connection with any Tax Proceedings of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or a Refund claim of the Parties or any of their respective Subsidiaries; (c) the use of the Party’s reasonable best efforts to obtain any documentation in connection with a Tax Matter; and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records or other information in connection with the filing of any Tax Returns of any of the Parties or their Subsidiaries. Each Party shall make its employees, advisors, and facilities available, without charge, on a reasonable and mutually convenient basis in connection with the foregoing matters.

  • Other Cooperation The Concessioner shall provide the Director and the New Concessioner with such other cooperation as reasonably may be requested.

  • Continuing Cooperation Following the Termination Date, Executive agrees to cooperate with all reasonable requests for information made by or on behalf of Company with respect to the operations, practices and policies of the Company. In connection with any such requests, the Company shall reimburse Executive for all out-of-pocket expenses reasonably and necessarily incurred in responding to such request(s).

  • Documentation and compliance (a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses. (b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter. (c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!