Cooperation with Transfer Sample Clauses

Cooperation with Transfer. Upon expiration or termination of this Agreement, the Company shall use its best efforts to cooperate with the Client in the transfer of the Company’s obligations hereunder to the Client or its designee. Unless otherwise agreed upon in writing, the Client shall continue to pay its Administrative Service Fees during the course of the Transfer and shall pay the Company for any non-routine, unusual or extraordinary fees and expenses (“Extraordinary Fees”) for any services performed by the Company in connection with such cooperation (“Transfer Services”). Any such Extraordinary Fees shall be billed to the Client by the Company at cost. The Company may, at its option and in its discretion, require that Client pay such fees, or a deposit towards such fees, prior to the Company’s performance of any Transfer Services. Provided that the Company fulfills its obligations and responsibilities in all respects by delivering to the Client or its designee all necessary information to the new service provider, the Company shall not be obligated to provide Transfer Services for more than six (6) months following the expiration of this Agreement or the effective date as stated in any notice of termination, as provided in Section 4.1(a). The Company agrees not to increase the Client’s Administrative Service Fee during the period in which it is providing Transfer Services to the Client.
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Cooperation with Transfer. Upon expiration or termination of this Agreement, the Service Provider shall use its best efforts to cooperate with the Fund in the transfer of the Service Provider’s obligations hereunder to the Fund or its designee.
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Cooperation with Transfer. Upon expiration or termination of this Agreement, the Company shall cooperate with the Client in the transfer of the Company’s obligations hereunder to the Client or its designee. Unless otherwise agreed in writing, the Client shall continue to pay the Company its monthly Administrative Services Fee in connection with such cooperation (“Transfer Services”) as well as such reasonable fees as may be required by the Company for performing any extraordinary services requested by the Client. The Company may, at its option and in its reasonable discretion, require that Client pay such fees, or a deposit towards such fees, prior to the Company’s performance of any Transfer Services. In no event shall the Company be obligated to provide Transfer Services for more than 90 days following expiration or termination of this Agreement.
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Cooperation with Transfer. The Company agrees to reasonably cooperate with the Warburg Investors and the Tiptree Investors with respect to any proposed Transfer by such Investors, made in compliance with this Agreement, of all or a portion of the Shares Owned by such Investors, including providing financial and other information with respect to the Company to prospective investors in conducting their due diligence review and investigation and causing the officers and representatives of the Company to cooperate reasonably with such prospective investors in connection with their review and investigation, subject to any prospective investor executing a customary confidentiality agreement with the Company.
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Cooperation with Transfer. In the event a Shareholder desires to Transfer all or any portion of its Shares in accordance with this Article III, the Company shall, and shall cause its Subsidiaries to, and each Shareholder shall, to the extent applicable, provide reasonable cooperation and assistance with respect to, and take all customary and other actions reasonably requested by such Transferring Shareholder or any potential acquirer, including (i) making the properties, books and records, and other assets of the Company and its Subsidiaries reasonably available for inspection by such potential acquirers and their representatives, (ii) establishing a physical or electronic data room including materials customarily made available to potential acquirers and their representatives in connection with such processes, (iii) making employees of the Company and its Subsidiaries reasonable available for presentations, site visits (if applicable), interviews and other diligence activities, including responding to diligence inquiries of a potential acquirer and its representatives, (iv) reasonably assisting in the acquisition of any debt financing to be secured by such potential acquirers, (v) reasonably assisting in the obtaining of any regulatory approvals or consents required to be obtained in connection with the transaction and (vi) reviewing the representations and warranties and disclosure schedules in respect of any purchase agreement and providing reasonable cooperation in connection with the obtaining of representation and warranty insurance by a potential acquirer, in each case subject to reasonable and customary confidentiality provisions. For the purposes of this Section 3.04, what constitutes “reasonable cooperation” and “reasonably assisting” shall be determined by reference to what resources the Company and its Subsidiaries have available to them at the time and shall not require the Company or its Subsidiaries to do anything that unduly interferes with the ongoing operation of their businesses.
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Related to Cooperation with Transfer

  • Cooperation with the Company The Executive agrees [a] to be reasonably available to answer questions for the Group’s (and any Group Member’s) officers regarding any matter, project, initiative or effort for which the Executive was responsible while employed by any Group Member and [b] to cooperate with the Group (and with each Group Member) during the course of all third-party proceedings arising out of the Group’s (and any Group Member’s) business about which the Executive has knowledge or information. For purposes of this Agreement, [c] “proceedings” includes internal investigations, administrative investigations or proceedings and lawsuits (including pre-trial discovery and trial testimony) and [d] “cooperation” includes [i] the Executive’s being reasonably available for interviews, meetings, depositions, hearings and/or trials without the need for subpoena or assurances by the Group (or any Group Member), [ii] providing any and all documents in the Executive’s possession that relate to the proceeding, and [iii] providing assistance in locating any and all relevant notes and/or documents.

  • Cooperation with Successor The Servicer covenants and agrees with the Issuer that it will, on an ongoing basis, cooperate with the successor Servicer and provide whatever information is, and take whatever actions are, reasonably necessary to assist the successor Servicer in performing its obligations hereunder.

  • Cooperation with Financing Customer acknowledges that Provider may be financing the Solar Services and the System and Customer agrees that it shall reasonably cooperate with Provider and its financing parties in connection with such financing, including (a) the furnishing of such information or acknowledgement, (b) the giving of such certificates or accommodations, and (c) providing such opinions of counsel and other matters as Provider and its financing parties may reasonably request at Provider’s expense; provided, that the foregoing undertaking shall not obligate Customer to change any rights or benefits, or increase any burdens, liabilities or obligations of Customer, under this Agreement (except for providing notices and additional cure periods to the financing parties with respect to Events of Defaults with respect to Provider as a financing party may reasonably request).

  • Cooperation with Authorities Each party hereto shall cooperate with the other party and all appropriate governmental authorities (including without limitation the SEC) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this agreement or the transactions contemplated hereby.

  • 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.

  • Cooperation with Voting Each of Santander Consumer, the Seller and the Issuer hereby acknowledges and agrees that it shall cooperate with the Indenture Trustee to facilitate any vote by the Instituting Noteholders pursuant to the terms of Section 7.6 of the Indenture.

  • Cooperation, Notification Each party shall, and shall cause its subsidiaries to, (i) confer on a regular and frequent basis with one or more representatives of the other party to discuss, subject to applicable law, material operational matters and the general status of its ongoing operations; (ii) promptly notify the other party of any significant changes in its business, properties, assets, condition (financial or other), results of operations or prospects; (iii) advise the other party of any change or event which has had or, insofar as reasonably can be foreseen, is reasonably likely to result in, in the case of the Company, a Company Material Adverse Effect or, in the case of Parent, a Parent Material Adverse Effect; and (iv) promptly provide the other party with copies of all filings made by such party or any of its subsidiaries with any state or federal court, administrative agency, commission or other Governmental Authority in connection with this Agreement and the transactions contemplated hereby.

  • ACCESS AND COOPERATION; DUE DILIGENCE (a) Between the date of this Agreement and the Funding and Consummation Date, the COMPANY will afford to the officers and authorized representatives of METALS and the Other Founding Companies access to all of the COMPANY's sites, properties, books and records and will furnish METALS with such additional financial and operating data and other information as to the business and properties of the COMPANY as METALS or the Other Founding Companies may from time to time reasonably request. The COMPANY will cooperate with METALS and the Other Founding Companies, 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. METALS, NEWCO, 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 Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, METALS will cause each of the Other Founding Companies to enter into a provision similar to this Section 7.1 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.

  • Cooperation with Company Holders will cooperate with the Company in all respects in connection with this Agreement, including, timely supplying all information reasonably requested by the Company and executing and returning all documents reasonably requested in connection with the registration and sale of the Registrable Securities.

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