reasonable cooperation definition

reasonable cooperation. (a) means Sellers' respective efforts that are, or cooperation that is, commercially reasonable under the circumstances and in view of the financial or other resources then available to Sellers and (b) will not require Sellers to threaten, initiate, or prosecute any legal or administrative proceeding or to pay, or agree to pay, any amount (other than (i) normal filing fees payable to any governmental authority or agency in accordance with an applicable statute or regulation, (ii) amounts reimbursed by Purchasers or (iii) the fees and expenses of Sellers' accountants, attorneys and other professional advisors) to any person other than an employee or agent of Sellers.

Related to reasonable cooperation

  • Reasonable Care means the use of reasonable custodial practices under the applicable circumstances as measured by the custodial practices then prevailing in Russia of International Financial Institutions acting as custodians for their institutional investor clients in Russia.

  • Reasonable cost means a cost for a service or item that is consistent with the market standards for comparable services or items.

  • Reasonable Costs means the reasonable actual costs and expenses incurred by us in carrying out any further Audit under this Contract, including, but not limited to, reasonable travel and subsistence costs;

  • Reasonable Commercial Efforts means, with respect to the applicable obligation of the Company, reasonable commercial efforts for similarly situated, publicly-traded companies.

  • Reasonable and Customary means, in relation to a charge for Medical Service, such level which does not exceed the general range of charges being charged by the relevant service providers in the locality where the charge is incurred for similar treatment, services or supplies to individuals with similar conditions, e.g. of the same sex and similar Age, for a similar Disability, as reasonably determined by the Company in utmost good faith. The Reasonable and Customary charges shall not in any event exceed the actual charges incurred.

  • Reasonable pupil means a pupil, including, but not limited to, an exceptional needs pupil, who exercises average care, skill, and judgment in conduct for a person of his or her age, or for a person of his or her age with his or her exceptional needs.

  • Reasonable grounds means that a reasonable person in your position would also suspect the information indicates misconduct or a breach of the law.

  • Reasonable Steps means those steps the Receiving Party takes to protect its own similar proprietary and confidential information, which must not be less than a reasonable standard of care.

  • Reasonable and prudent parent standard means the

  • professional diligence means the standard of skill and care that a Member would be reasonably expected to exercise towards a Client, commensurate with-

  • Reasonable Distance means a distance that has regard to the Employee’s original work location, current home address, capacity of the Employee to travel, additional travelling time, effects on the personal circumstances of the affected Employee, including family commitments and responsibilities and other matters raised by the Employee, or assistance provided by their Employer.

  • Commercial Information means information regarding the purchase and sale of goods and services, including, but not limited to, information regarding marketing strategy, production data, assessments of goods and services, mineral exploration records, and compilations of data regarding commercial activity.

  • Reasonable and Prudent Operator means a person seeking in good faith to perform its contractual obligations and, in the process of doing so and in the overall conduct of its whole undertaking exercising that degree of diligence, skill, prudence and foresight which can reasonably and ordinarily be expected from a skilled and experienced operator engaged in the same type of undertaking under the same or similar circumstances complying with all applicable Laws, and any reference to the standard of a Reasonable and Prudent Operator means such degree of diligence, skill, prudence and foresight as aforesaid.

  • Cooperation shall refer to those provisions set forth below in Paragraphs 41–42 of this Agreement and Paragraphs 1–9 in Appendix A.

  • Confidential commercial information means records provided to the govern- ment by a submitter that arguably contain material exempt from release under Exemption 4 of the Freedom of Information Act, 5 U.S.C. 552(b)(4), be- cause disclosure could reasonably be expected to cause substantial competi- tive harm.

  • Reasonable suspicion means a basis for forming a belief based on specific facts and rational inferences drawn from those facts.

  • Reasonable assurance means a high degree of confidence that submitted data and statements are valid.

  • Care coordination means a process-oriented activity to facilitate ongoing communication and collaboration to meet multiple needs. Care coordination includes facilitating communication between the family, natural supports, community resources, and involved providers and agencies; organizing, facilitating and participating in team meetings; and providing for continuity of care by creating linkages to and managing transitions between levels of care and transitions for young adults in transition to adult services.

  • Responsible Company means, with respect to any Tax Return, the Company having responsibility for preparing and filing such Tax Return under this Agreement.

  • Assistance means cash and any other benefits provided pursuant to this chapter.

  • Reasonable payment means, with respect to professional and other technical services, a payment in an amount that is consistent with the amount normally paid for such services in the private sector.

  • Reasonable compensation means, with respect to a regularly employed officer or employee of any person, com- pensation that is consistent with the normal compensation for such officer or employee for work that is not fur- nished to, not funded by, or not fur- nished in cooperation with the Federal Government.

  • Responsive and Responsible Bidder means an entity or individual that has submitted a bid that conforms in all material respects to the Invitation to Bid and has the capability in all respects to fully perform the contract requirements and the integrity and reliability that will assure good faith performance. “Responsive and Responsible Vendor” means an entity or individual that has submitted a proposal, reply, or response that conforms in all material respects to the Request for Proposals, Invitation to Negotiate, or Competitive Solicitation and has the capability in all respects to fully perform the contract requirements and the integrity and reliability that will assure good faith performance. In determining whether an entity or individual is a Responsive and Responsible Bidder (or Vendor), the District may consider, in addition to factors described in the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, the following:

  • Abuse Investigation and Protective Services means reporting and investigation activities as required by OAR 407-045-0300 and any subsequent services or supports necessary to prevent further abuse as required by OAR 407-045-0310.

  • Academic and professional matters means the following policy development and implementation matters:

  • Reasonable Best Efforts means best efforts, to the extent commercially reasonable.