Cooperation Agreement. At the Closing, PCC and Buyer shall, and PCC shall cause PCC Parent to, execute and deliver the Cooperation Agreement pursuant to which Buyer, PCC Parent and PCC shall provide each other certain information and other assistance in connection with the collection, administration and/or satisfaction of certain of the Retained Liabilities.
Cooperation Agreement. SNC-Lavalin, SNC-Lavalin Bidco and Atkins have entered into the Cooperation Agreement, pursuant to which each of SNC-Lavalin and SNC-Lavalin Bidco has agreed to use all reasonable endeavours to ensure the satisfaction of the Regulatory Conditions as soon as reasonably practicable and before 31 July 2017. SNC-Lavalin and Atkins have agreed to certain undertakings to co-operate and provide each other with reasonable information, assistance and access in relation to the filings, notifications and submission to be made in relation to obtaining the necessary clearances to satisfy the Regulatory Conditions. By way of compensation for any loss or damage that may be suffered by Atkins if SNC-Lavalin or SNC-Lavalin Bidco invokes (and is permitted by the Panel to invoke) any Regulatory Condition on or prior to 31 July 2017, or any Regulatory Condition has not been satisfied or waived by SNC-Lavalin or SNC-Lavalin Bidco by 11.59 p.m. on 31 July 2017, SNC-Lavalin has agreed to pay Atkins a break fee of £50,000,000. No break fee will be payable if the Cooperation Agreement has terminated prior to the relevant break fee trigger event occurring or if a break fee trigger event occurs and the relevant break fee trigger was caused to a material extent by Atkins’ failure to comply with its co-operation and assistance obligations in connection with obtaining the necessary clearances to satisfy the Regulatory Conditions. The Cooperation Agreement will terminate with immediate effect: • if agreed in writing between the parties prior to the Effective Date; • on service of written notice by SNC-Lavalin if: • Atkins announces that the Atkins Directors no longer intend to give, or intend to adversely modify or qualify, their recommendation; • Atkins Directors do not make the recommendation in the Scheme Document or the recommendation is subsequently withdrawn or adversely modified or qualified; or • an independent competing transaction is recommended by the Atkins Directors or becomes effective or becomes or is declared unconditional in all respects; • if the Scheme (or if applicable the Offer), lapses, terminates or is withdrawn in accordance with its terms prior to 31 July 2017 (with the consent of the Panel, if required) (other than (i) where this follows a switch to implement the Acquisition by way of an Offer or (ii) it is otherwise to be followed within 5 business days by an announcement by SNC-Lavalin or SNC- Lavalin Bidco (or a person acting in concert with either of them) ...
Cooperation Agreement. If a Cooperating Institution is appointed, the Fund shall enter into a Cooperation Agreement with the Cooperating Institution setting forth the terms and conditions of its appointment.
Cooperation Agreement. The Parties entered into an agreement entitled Cooperation Agreement Pueblo Professional Bull Riders University and Heritage of Heroes Project dated February 25, 2013 (the “Agreement”), to comply with requirements related to a regional tourism project described as the Pueblo Professional Bull Riders University and Heritage of Heroes Project (the “Project”) pursuant to the Colorado Regional Tourism Act, Part 3 of Article 46, Title 24, C.R.S. (the “Act”).
Cooperation Agreement. Pursuant to the Cooperation Agreement, Bidco and St. Modwen have, amongst other things, each agreed to: (i) cooperate in relation to obtaining any consents, clearances, permissions, waivers and/or approvals as may be necessary, and the making of all filings as may be necessary, from or under the law, regulations or practices applied by any applicable regulatory authority in connection with the Acquisition; and (ii) cooperate in preparing and implementing appropriate proposals in relation to the St. Modwen Share Plans. In addition, Xxxxx has agreed to certain provisions if the Scheme should switch to an Offer. The Cooperation Agreement will terminate in certain circumstances, including if the Acquisition is withdrawn, terminated or lapses, a competing offer completes, becomes effective or is declared unconditional, or if prior to the Long Stop Date any Condition has been invoked by Bidco, if the St. Modwen Directors withdraw their recommendation of the Acquisition or if the Scheme does not become effective in accordance with its terms by the Long Stop Date or otherwise as agreed between Bidco and St. Modwen. Pursuant to the terms of the Cooperation Agreement, Bidco undertakes that it will deliver a notice in writing to St. Modwen on the Business Day prior to the Sanction Hearing confirming either: (i) the satisfaction or waiver of the Conditions (other than the Scheme Conditions); or (ii) to the extent permitted by the Panel, that it intends to invoke or treat as unsatisfied or incapable of satisfaction one or more Conditions.
Cooperation Agreement. Executive acknowledges that in the course of his employment with Employer, Executive has gained knowledge and experience and/or was a witness to events and circumstances that may arise in or relate to Employer’s defense or prosecution of current or subsequent proceedings. Executive agrees to cooperate fully with Employer’s reasonable request as a witness and/or consultant in defending or prosecuting claims of all kinds, including but not limited to, any litigation, administrative actions or arbitrations.
Cooperation Agreement. Grantor and Grantee agree to cooperate to comply with the provisions of Article 49, and the Regulations promulgated pursuant thereto, so that this Easement will qualify, as a perpetual conservation restriction, thereunder.
Cooperation Agreement. The Authority and the City have entered into the Cooperation Agreement. The Cooperation Agreement provides for, among other things, allocation by the City of (i) 87.5% of the City Sales Tax TIF (i.e., 1.75%) collected on or within the Property and (ii) 50% of the City Use Tax TIF (i.e. 1.00%) paid solely on construction materials used within the Area to the Authority for the Duration. In the interest of providing part of the financing of the redevelopment of the Property and accomplishing the goals of the Urban Renewal Plan and this Agreement, the Authority, the Developer, and the District agree to work with the City and dedicate such time and resources as may be required to implement this agreement to facilitate the timely planning and development of the Improvements. The primary purpose of the Cooperation Agreement is to pledge to distribute to the District City Sales Tax TIF and City Use Tax TIF to in order to meet a portion of the requirements of the Bonds and such other reasonable and necessary terms reasonably acceptable to the Parties to carry out the Concept Plan and in furtherance of the Urban Renewal Plan. Developer and the District acknowledge that the Cooperation Agreement includes certain limitations on the use of City Sales Tax TIF and City Use Tax TIF and agrees to comply with such limitations.
Cooperation Agreement. In the event any of the documents evidencing and/or securing the Loan between Borrower and Lender are misstated or inaccurately reflect the agreed upon, true and correct terms and provisions of the Loan and said misstatements or inaccuracies are due to the unilateral mistake on the part of Lender, mutual mistake on the part of Lender and/or Borrower, or clerical error, then in such event Borrower shall, upon reasonable request by Lender, and in order to correct such misstatement or inaccuracy, or to comply with the Facility requirements or in Lender’s reasonable opinion, more accurately evidence the Loan, execute such new documents or initial such corrected original documents as Lender may deem reasonably necessary to remedy said inaccuracy or mistake or to comply with the Facility requirements or in Lender’s reasonable opinion, more accurately evidence the Loan.
Cooperation Agreement. The Cooperation Agreement of even date --------------------- herewith between Licensee and TRW.
