Post-Closing Assistance (a) From and after the Closing Date, upon the request of either Buyer or Seller, the parties hereto shall do, execute, acknowledge and deliver all such further acts, assurances, deeds, assignments, transfers, conveyances and other instruments and papers as may be reasonably required or appropriate to carry out or effectuate the Transactions.
Financing Assistance O&M Contractor shall cooperate with Owner in connection with Owner’s efforts to obtain and maintain any Financing. Without limiting the generality of the foregoing, O&M Contractor: (a) shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financing, including a consent to assignment and any certifications and opinions required with respect to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinions.
Regulatory Assistance Provider will permit regulators with jurisdiction over BFA or any BFA Recipient to examine Provider’s activities relating to its performance under this Agreement and the Services. Subject to Section 17.6, Provider will cooperate and provide all information reasonably requested by the regulator in connection with any such examination and provide reasonable assistance and access to all equipment, records, and systems requested by the regulator relating to the Services.
Directory Assistance Service shall provide up to two listing requests per call, if available and if requested by Freedom's End User. BellSouth shall provide caller- optional directory assistance call completion service at rates set forth in BellSouth's General Subscriber Services Tariff to one of the provided listings.
Technical Assistance The State agrees to provide technical assistance regarding the State’s rules, regulations and policies to the Sub- Recipient and to assist in the correction of problem areas identified by the State’s monitoring activities.
Mutual Assistance Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
Relocation Assistance The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects.
Outplacement Assistance 14.1 Following a termination of employment, other than for Cause, the Executive shall be reimbursed by the Company for the costs of all outplacement services obtained by the Executive within the one-year period after the Effective Date of Termination; provided, however, that the total reimbursement shall be limited to an amount equal to $100,000. The provision of such outplacement services reimbursement shall be subject to the terms of Section 9(c).
Transition Assistance If this Contract is not renewed at the end of this term, if the Contract is otherwise terminated before project completion, or if particular work on a project is terminated for any reason, Contractor shall provide transition assistance for a reasonable, mutually agreed period of time after the expiration or termination of this Contract or particular work under this Contract. The purpose of this assistance is to allow for the expired or terminated portion of the services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such services to State or its designees. The parties agree that such transition assistance is governed by the terms and conditions of this Contract, except for those terms or conditions that do not reasonably apply to such transition assistance. State shall pay Contractor for any resources utilized in performing such transition assistance at the most current Contract rates. If State terminates a project or this Contract for cause, then State may offset the cost of paying Contractor for the additional resources Contractor utilized in providing transition assistance with any damages State may have sustained as a result of Contractor’s breach.
Audit Assistance Each of the Parties and their respective Subsidiaries are or may be subject to regulation and audit by a Governmental Authority (including a Taxing Authority), standards organizations, customers or other parties to contracts with such Parties or their respective Subsidiaries under applicable Law, standards or contract provisions. If a Governmental Authority, standards organization, customer or other party to a contract with a Party or its Subsidiary exercises its right to examine or audit such Party’s or its Subsidiary’s books, records, documents or accounting practices and procedures pursuant to such applicable Law, standards or contract provisions, and such examination or audit relates to the Services, then the other Party shall provide, at the sole cost and expense of the requesting Party, all assistance reasonably requested by the Party that is subject to the examination or audit in responding to such examination or audits or requests for Information, to the extent that such assistance or Information is within the reasonable control of the cooperating Party and is related to the Services.
