Transition Coordinators; Cooperation with Transition Sample Clauses

Transition Coordinators; Cooperation with Transition. Subject to Applicable Law, from the date hereof until the earlier of the Final Closing Date and the termination of this Agreement, the Seller Entities will cooperate with Purchaser to provide current information regarding material activities of the Transferred Business, and Purchaser and the Seller Entities shall cooperate with and assist each other in planning and implementing necessary and appropriate policies and procedures in connection with the transition of the ownership of the Transferred Business from the Seller Entities to Purchaser. In connection therewith, Seller and Purchaser shall each as promptly as practicable after the execution of this Agreement designate certain of their respective employees as “transition coordinators.”
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Transition Coordinators; Cooperation with Transition. Subject to Applicable Law, from the date hereof until the earlier of the Closing Date and the termination of this Agreement, Assignor will cooperate with Purchaser and use commercially reasonable efforts to cause the HSBC Sellers to cooperate with Purchaser to provide current information regarding material activities of the Transferred Business, and Purchaser and Assignor shall cooperate with and assist each other and HSBC in planning and implementing necessary and appropriate policies and procedures in connection with the transition of the ownership of the Transferred Business from the HSBC Sellers to Purchaser. In connection therewith, Assignor and Purchaser shall each as promptly as practicable after the execution of this Agreement designate certain of their respective employees as “transition coordinators.”
Transition Coordinators; Cooperation with Transition. Subject to Applicable Law, from the date hereof until the earlier of the Closing Date and the termination of this Agreement, Sellers will cooperate with Purchaser to provide current information regarding material activities of the CRS Business, and Purchaser and Sellers shall cooperate with and assist each other in planning and implementing necessary and appropriate policies and procedures in connection with the transition of the ownership of the CRS Business from Sellers to Purchaser, including pursuant to the Transition Principles and Procedures. In connection therewith, Sellers and Purchaser shall each as promptly as practicable after the execution of this Agreement designate certain of their respective employees as “Transition Coordinators.”
Transition Coordinators; Cooperation with Transition. (a) From the date hereof until the earlier of the Closing Date and the termination of this Agreement, JPM and BNY will cooperate with each other to provide each other with current information regarding material activities of the Corporate Trust Business and the Banking Business, respectively, and cooperate with and assist each other in planning and implementing necessary and appropriate policies and procedures in connection with the transition of the ownership of the Corporate Trust Business from JPM to BNY, and the transition of the ownership of the Banking Business from BNY to JPM, including the computer systems conversion including data processing and transfer services capabilities. In connection therewith, BNY and JPM shall each as promptly as practicable after the execution of this Agreement designate certain of their respective employees as "TRANSITION COORDINATORS." With the prior consent of the Transition Coordinators, which consent may not be unreasonably withheld, JPM may meet with Banking Business Employees, in accordance with the terms of the Banking Transition Support Agreement, and BNY may meet with Corporate Trust Business Employees, for training and planning purposes and may communicate with the customers of the Banking Business or Corporate Trust Business, as applicable, in order to facilitate such transition, in each case subject to any restrictions imposed by Applicable Laws. (b) In furtherance of the foregoing and subject to Applicable Law, JPM and BNY shall use reasonable commercial efforts to cause the Corporate Trust Business Employees and the Banking Business Employees, as applicable, (i) to meet and confer with representatives of BNY and JPM, as applicable, to report on the general status of the ongoing operations of the Corporate Trust Business or the Banking Business, as applicable, and (ii) to cooperate and communicate with respect to the manner in which the Corporate Trust Business or the Banking Business, as applicable, is conducted. (c) JPM and BNY shall use commercially reasonable best efforts to transfer as soon as practicable following the identification of the Transferred Corporate Employees or Transferred Banking Employees, as applicable (and in no event later than thirty (30) days before the Closing Date) payroll data relating to all such Transferred Corporate Trust Employees or all such Transferred Banking Employees, as applicable, from the payroll system of JPM or BNY, as applicable, to the payroll system of BNY or JP...
Transition Coordinators; Cooperation with Transition. (a) From the date hereof until the earlier of the Closing Date and the termination of this Agreement, JPM and BNY will cooperate with each other to provide each other with current information regarding material activities of the Corporate Trust Business and the Banking Business, respectively, and cooperate with and assist each other in planning and implementing necessary and appropriate policies and procedures in connection with the transition of the ownership of the Corporate Trust Business from JPM to BNY, and the transition of the ownership of the Banking Business from BNY to JPM, including the computer systems conversion including data processing and transfer services capabilities. In connection therewith, BNY and JPM shall each as promptly as practicable after the execution of this Agreement designate certain of their respective employees as "Transition Coordinators." With the prior consent of the Transition Coordinators, which consent may not be unreasonably withheld, JPM may meet with Banking Business Employees, in accordance with the terms of the Banking Transition Services 108 Agreement, and BNY may meet with Corporate Trust Business Employees, for training and planning purposes and may communicate with the customers of the Banking Business or Corporate Trust Business, as applicable, in order to facilitate such transition, in each case subject to any restrictions imposed by Applicable Laws.

Related to Transition Coordinators; Cooperation with Transition

  • 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.

  • Litigation Cooperation From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.

  • Transition Seller will not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of the Company from maintaining the same business relationships with the Company after the Closing as it maintained with the Company prior to the Closing. The Seller will refer all customer inquiries relating to the business of the Company to the Purchaser from and after the Closing.

  • ACCESS AND COOPERATION; DUE DILIGENCE (i) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of URSI and the Founding Companies other than the COMPANY access to all of the COMPANY's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records and will furnish URSI with such additional financial and operating data and other information as to the business and properties of the COMPANY (including the COMPANY's Subsidiaries) as URSI or the Founding Companies other than the COMPANY may from time to time reasonably request. The COMPANY will cooperate with URSI and the Founding Companies other than the COMPANY, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. URSI, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Founding Companies other than the COMPANY as confidential in accordance with the provisions of Section 14 hereof. In addition, URSI will cause each of the Founding Companies other than the COMPANY to enter into a provision similar to this Section 7.1 requiring each such Founding Company to keep confidential any information obtained by such Founding Company. (ii) Between the date of this Agreement and the Closing Date, URSI will afford to the officers and authorized representatives of the COMPANY access to all of URSI's sites, properties, books and records and will furnish the COMPANY with such additional financial and operating data and other information as to the business and properties of URSI as the COMPANY may from time to time reasonably request. URSI will cooperate with the COMPANY, its representatives, engineers, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. The COMPANY will cause all information obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereof.

  • Information/Cooperation Executive shall, upon reasonable notice, furnish such information and assistance to the Bank as may be reasonably required by the Bank, in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party; provided, however, that Executive shall not be required to provide information or assistance with respect to any litigation between Executive and the Bank or any other subsidiaries or affiliates.

  • Post-Termination Cooperation Following any termination of this Agreement, all Parties shall thereafter cooperate fully and work diligently in good faith to achieve an orderly resolution of all matters resulting from such termination.

  • 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.

  • Customer Cooperation 3.2.1. Customer shall provide and make available all Customer personnel as may be further addressed in an applicable Order Form or that SAP reasonably requires in connection with performance of the Services. 3.2.2. Customer shall appoint a contact person with the authority to make decisions and to supply SAP with any necessary or relevant information expeditiously.

  • 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.

  • Reasonable Cooperation By accepting the Restricted Stock, the Employee acknowledges and agrees that, during the course of the Employee’s employment with the Company, the Employee will be involved in, and may have information or knowledge of, business matters that may become the subject of legal action, including threatened litigation, investigations, administrative proceedings, hearings or disputes. As such, upon reasonable notice, both during the Employee’s employment with the Company and thereafter, the Employee agrees to cooperate fully with any investigation into, defense or prosecution of, or other involvement in, claims to which the Employee has personal and relevant knowledge that are or may be made by or against the Company. This agreement to cooperate includes talking to or meeting with such persons at times and in such places as the Company and the Employee reasonably agree to, as well as giving truthful evidence and truthful testimony. The Company shall reimburse the Employee for reasonable out-of-pocket expenses actually incurred in connection with such assistance. The Employee also promises to notify the Company within five (5) days if the Employee is subpoenaed or contacted by a third party seeking information about Company activities.

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