Vendor Cooperation Sample Clauses

Vendor Cooperation. To support DDC’s evaluation of Vendor Products, Vendor shall provide to DDC all reasonably requested information, materials, cooperation and assistance, including test scripts, reports and logs.
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Vendor Cooperation. Vendor shall fully cooperate with and work in good faith with TXUED and TXUED Third Party Contractors as described in this Agreement or as reasonably requested by TXUED in a manner consistent with this Agreement.
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Vendor Cooperation. Vendor shall use commercially reasonable efforts to cooperate with and work in good faith with Oncor and Oncor Third Party Contractors as described in this Agreement and in the applicable Services Agreement or as reasonably requested by Oncor.
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Vendor Cooperation. The Vendor, shall execute any documents necessary to permit the Purchaser to make the Planning Applications and is willing to authorize the Purchaser to act as its agent in making such applications on its behalf provided that: (i) the Purchaser is not in default of any term or condition of this Agreement; (ii) the Vendor has provided written consent; and (iii) the Vendor is a recipient of each application or other document or materials, and any correspondence relating to same. The Purchaser shall be responsible for all costs relating to the Planning Applications, including the cost of complying with any conditions that are imposed by any relevant authority in respect to same, and, in the event a Waiver Notice is not provided, or a Non-Waiver Notice is provided, all costs for withdrawal, termination or removal of any Planning Applications or conditions affecting the property as a result of the Purchaser's efforts, and which shall be withdrawn, terminated, removed or restored forthwith unless requested otherwise, in writing, by the Vendor. The Purchaser shall forthwith inform and provide copies of any Due Diligence Materials at the time of their receipt or preparation, including correspondence or materials relating to any matter for which the Purchaser is acting, or representing itself, as an agent of the Vendor. The Purchaser, if acting or representing itself as an agent to a third party, shall disclose the name and contact information of the third party to the Vendor and inform the third party in writing of the provisos in Section 6.01(a) to (f) and 7.06.
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Vendor Cooperation. Vendor shall fully cooperate with and work in good faith with TXUED or TXUED Third Party Contractors as described in Schedule E or requested by TXUED. Such cooperation may include: (i) timely providing access to any facilities being used to provide the Services, as necessary for TXUED Personnel or TXUED Third Party Contractors to perform the work assigned to them, provided that TXUED shall ensure that all TXUED Personnel and TXUED Third Party Contractors comply with Vendor’s policies, rules and regulations applicable to Vendor Facilities (including with respect to security, confidentiality and regulatory issues) of which TXUED has been provided prior notice, (ii) timely providing reasonable electronic and physical access to the business processes and Resources (other than facilities) used by Vendor to provide the Services to the extent necessary and appropriate for TXUED Personnel or TXUED Third Party Contractors to perform the work assigned to them, provided that TXUED shall ensure that all TXUED Personnel and TXUED Third Party Contractors comply with Vendor’s policies, rules and regulations applicable to such business processes and Resources (including with respect to security, confidentiality and regulatory issues) of which TXUED has been provided prior notice, (iii) timely providing written requirements, standards, policies or other documentation for the business processes used by Vendor in connection with the Services or (iv) any other cooperation or assistance reasonably necessary for TXUED Personnel or TXUED Third Party Contractors to perform the work in question. TXUED Personnel and TXUED Third Party Contractors shall, to the extent performing work on Resources owned, licensed or leased by Vendor and used by Vendor to provide the Services, comply with Vendor’s reasonable standards, methodologies and procedures of which Vendor has provided TXUED with prior written notice. TXUED AND VENDOR CONFIDENTIAL NYDB01 17368821.15 24-Jun-06 19:23 AMENDED AND RESTATED FIELD SERVICES AGREEMENT
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Vendor Cooperation. DIRECTV will use commercially reasonable efforts to ensure that DIRECTV vendors with technology or intellectual property that is required for TiVo to develop the TE Solution enter into commercially reasonable agreements with TiVo (or DIRECTV) to provide TiVo (or DIRECTV and its contractors) with reasonable cooperation and support along with any technology or licenses required for the TE Solution. If any such DIRECTV vendor fails to enter into such an agreement on such terms, or breaches its obligations thereunder, or [*], or will otherwise [*], then the parties will discuss a proposed resolution, which may (but is not required to) include further discussions with such DIRECTV vendor, subject to the terms provided for herein. If the issue is not resolved within [*] from TiVo’s notice to DIRECTV, TiVo and DIRECTV will discuss and negotiate in good faith a workaround that enables TiVo to complete the TE Solution without such vendor’s cooperation, support, technology or licenses. If the Parties fail to mutually agree to a workaround within [*], either party may pursue dispute resolution with respect to an appropriate workaround under Section 3.11, provided that, in no event shall any arbitration decision resulting from such process [*]. Notwithstanding the foregoing, in no event shall DIRECTV be required to incur costs of more than [*] (including, but not limited to, any increase in the cost of any other DIRECTV DVR or product) in the aggregate during any [*] during the Term as a direct consequence of obtaining vendor cooperation as provided for in this Section 2.10(d).
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Vendor Cooperation. BUSINESS NAME may award or engage in other agreements for additional or related work in connection with this Agreement or any Statement of Work. Vendor shall fully cooperate with any other consultants, contractors or BUSINESS NAME employees involved in such additional or related work.
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Related to Vendor Cooperation

  • Information/Cooperation Executive shall, upon reasonable notice, furnish such information and assistance to the Bank as may be reasonably required by the Bank, in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party; provided, however, that Executive shall not be required to provide information or assistance with respect to any litigation between Executive and the Bank or any other subsidiaries or affiliates.

  • Tax Cooperation The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, Tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party to the receiving Party under this Agreement (“Withholding Taxes”). If Withholding Taxes are imposed on any payment under this Agreement, the liability for such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for the paying Party to not withhold Withholding Taxes or to withhold Withholding Taxes at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable Laws, of Withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) and

  • Information and Cooperation Each Party that has responsibility for filing and prosecuting any Patent Rights under this Section 7.4 (a “Filing Party”) shall (a) regularly provide the other Party (the “Non-Filing Party”) with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the Non-Filing Party; and (b) provide the Non-Filing Party and its patent counsel with an opportunity to consult with the Filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response. The advice and suggestions of the Non-Filing Party and its patent counsel shall be taken into consideration in good faith by such Filing Party and its patent counsel in connection with such filing. Each Filing Party shall pursue in good faith all reasonable claims and take such other reasonable actions, as may be requested by the Non-Filing Party in the prosecution of any Patent Rights covering any Program Technology under this Section 7.4; provided, however, if the Filing Party incurs any additional expense as a result of any such request, the Non-Filing Party shall be responsible for the cost and expenses of pursuing any such additional claim or taking such other actions. In addition, Company agrees that if Licensor claims any action taken under Section 7.4(d)(i) would be detrimental to Patent Rights covering Licensor Technology, Licensor shall provide written notice to Company and the Patent Coordinators shall, as promptly as possible thereafter, meet to discuss and resolve such matter and, if they are unable to resolve such matter, the Parties shall refer such matter to a mutually agreeable outside patent counsel for resolution.

  • Regulatory Cooperation In connection with any foreclosure, collection, sale or other enforcement of Liens granted to the Administrative Agent in the Collateral Documents, Parent will, and will cause its Restricted Subsidiaries to, reasonably cooperate in good faith with the Administrative Agent or its designee in obtaining all regulatory licenses, consents and other governmental approvals necessary or (in the reasonable opinion of the Administrative Agent or its designee) reasonably advisable to conduct all aviation operations with respect to the Collateral and will, at the reasonable request of the Administrative Agent and in good faith, continue to operate and manage the Collateral and maintain all applicable regulatory licenses with respect to the Collateral until such time as the Administrative Agent or its designee obtain such licenses, consents and approvals, and at such time Parent will, and will cause its Restricted Subsidiaries to, cooperate in good faith with the transition of the aviation operations with respect to the Collateral to any new aviation operator (including, without limitation, the Administrative Agent or its designee).

  • 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.

  • General Cooperation (a) The Parties shall each cooperate fully (and each shall cause its respective Subsidiaries to cooperate fully) with all reasonable requests in writing (“Information Request”) from another Party hereto, or from an agent, representative or advisor to such Party, in connection with the preparation and filing of Tax Returns (including the preparation of Tax Packages), claims for Refunds, Tax Proceedings, and calculations of amounts required to be paid pursuant to this Agreement, in each case, related or attributable to or arising in connection with Taxes of any of the Parties or their respective Subsidiaries covered by this Agreement and the establishment of any reserve required in connection with any financial reporting (a “Tax Matter”). Such cooperation shall include the provision of any information reasonably necessary or helpful in connection with a Tax Matter (“Information”) and shall include, without limitation, at each Party’s own cost:

  • No Cooperation Executive agrees that he will not counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against the Company and/or any officer, director, employee, agent, representative, shareholder or attorney of the Company, unless under a subpoena or other court order to do so.

  • Litigation Cooperation From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.

  • Assistance and Cooperation After the Closing Date, each of Seller and Purchaser shall:

  • Scope of Cooperation 1. The Authorities recognise the importance of close communication concerning the Covered CCPs and intend to cooperate regarding:

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