PRESERVATION, TRANSFER AND CONTINUING COOPERATION Sample Clauses

PRESERVATION, TRANSFER AND CONTINUING COOPERATION. At OPIC's request, the Investor shall promptly assign rights with respect to the investment, as required by Section 8.02. Prior to the assignment of rights required by Section 8.02, the Investor shall, in consultation with OPIC, take all reasonable measures to preserve property, to pursue available administrative and judicial remedies, and to negotiate in good faith with the governing authority of the country in which the project is located and other potential sources of compensation. After a transfer of rights or delivery of local currency, in exchange for reimbursement of reasonable out-of-pocket expenses, the Investor shall take all actions reasonably requested by OPIC to assist OPIC in preserving the property and rights transferred to OPIC and in prosecuting related claims.
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PRESERVATION, TRANSFER AND CONTINUING COOPERATION. The Insured shall, at the sole cost and expense of the Foreign Enterprise, at all times take all reasonable action to preserve and enforce its rights as a creditor to the extent consistent with its duties and authorized under the Trust Agreement. With respect to any claim, prior to the fulfillment of the Prior Delivery Obligations, the Insured shall, at the sole cost and expense of the Foreign Enterprise, to the extent consistent with its duties and authorized under the Trust Agreement, in consultation with OPIC, take all reasonable measures to pursue available administrative and judicial remedies and to negotiate in good faith with the Foreign Governing Authority and other potential sources of compensation. After fulfillment of the Prior Delivery Obligations, in exchange for reimbursement of reasonable out-of-pocket expenses of the Insured by OPIC, the Insured shall take all actions reasonably requested by OPIC to assist OPIC in preserving the property, interest and rights transferred to OPIC and in prosecuting related claims, to the extent consistent with its duties and authorized under the Trust; provided, however, that the Insured shall not have any such obligation with respect to any obligations of the Foreign Enterprise that have been released in accordance with the terms hereof following the delivery of Local Currency to OPIC or following delivery of notice by OPIC to the Insured, as provided by Section 4.03 hereof, of the reimbursement by the Foreign Enterprise to OPIC of such previously compensated amounts pursuant to the CSA.
PRESERVATION, TRANSFER AND CONTINUING COOPERATION. At OPIC's request, the Investor shall promptly assign rights with respect to the Investment, as required by Section 10.02. Prior to the assignment of rights required by Section 10.02, the Investor shall use its best efforts to ensure that KKM takes all reasonable measures to preserve property, to pursue available administrative and judicial remedies, and to negotiate in good faith with the Foreign Governing Authority and other potential sources of compensation. After a transfer of rights or delivery of Local Currency, in exchange for reimbursement of reasonable out-of-pocket expenses the Investor shall take all actions reasonably requested by OPIC to assist OPIC in preserving the property and rights transferred to OPIC and in prosecuting related claims.

Related to PRESERVATION, TRANSFER AND CONTINUING COOPERATION

  • Continuing Cooperation Following the Termination Date, Executive agrees to cooperate with all reasonable requests for information made by or on behalf of Company with respect to the operations, practices and policies of the Company. In connection with any such requests, the Company shall reimburse Executive for all out-of-pocket expenses reasonably and necessarily incurred in responding to such request(s).

  • Access and Cooperation Each Party will, and will cause its Other Indemnified Persons to, cooperate and assist in all reasonable respects regarding such Third Party Claim, including by promptly making available to such other Party (and its legal counsel and other professional advisers with a reasonable need to know) all books and records of such Person relating to such Third Party Claim, subject to reasonable confidentiality precautions.

  • Further Assurances; Post-Closing Cooperation At any time or from time to time after the Closing, the parties shall execute and deliver to the other party such other documents and instruments, provide such materials and information and take such other actions as the other party may reasonably request to consummate the transactions contemplated by this Agreement and otherwise to cause the other party to fulfill its obligations under this Agreement and the transactions contemplated hereby. Each party agrees to use commercially reasonable efforts to cause the conditions to its obligations to consummate the Merger to be satisfied.

  • 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.

  • Further Assurances; Cooperation; Notification (a) Each party hereto will, before, at and after Closing, execute and deliver such instruments and take such other actions as the other party or parties, as the case may be, may reasonably require in order to carry out the intent of this Agreement. Without limiting the generality of the foregoing, at any time after the Closing, at the reasonable request of Parent and without further consideration, the Company will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as Parent may reasonably deem necessary or desirable in order to more effectively consummate the transactions contemplated hereby.

  • Cooperation Following the Closing Following the Closing, each Party shall deliver to the other Parties such further information and documents and shall execute and deliver to the other Parties such further instruments and agreements as any other Party shall reasonably request to consummate or confirm the transactions provided for herein, to accomplish the purpose hereof or to assure to any other Party the benefits hereof.

  • Maintenance of Perfected Security Interest Further Documentation and Consents (a) No Grantor shall (i) use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Document, any Related Document, any requirement of Law or any policy of insurance covering the Collateral or (ii) enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to transfer any Collateral if such restriction would reasonably be expected to have a Material Adverse Effect.

  • Agreement to Cooperate Subject to the terms and conditions herein provided, each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.

  • ACCESS AND COOPERATION; DUE DILIGENCE (a) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of CTS and the Other Founding Companies access during business hours to all of the COMPANY's sites, properties, books and records and will furnish CTS with such additional financial and operating data and other information as to the business and properties of the COMPANY as CTS or the Other Founding Companies may from time to time reasonably request. The COMPANY will cooperate with CTS and the Other Founding Companies and their respective representatives, including CTS's auditors and counsel, in the preparation of any documents or other material (including the Registration Statement) which may be required in connection with the transactions contemplated by this Agreement. CTS, 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, CTS will cause each of the Other Agreements, binding each of the Other Founding Companies, to contain 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.

  • Resignation and Cooperation Upon termination of Executive’s employment, Executive shall be deemed to have resigned from all offices and directorships then held with the Company. Following any termination of employment, Executive shall cooperate with the Company in the winding up of pending work on behalf of the Company and the orderly transfer of work to other employees. Executive shall also cooperate with the Company in the defense of any action brought by any third party against the Company that relates to Executive’s employment by the Company.

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