Best Efforts Cooperation definition

Best Efforts Cooperation means, solely with respect to matters related to Educational Consents, that the applicable parties shall cooperate with each other in good faith in connection with the subject matter in question and use their respective best efforts to complete the action required, including, without limitation, that each of Buyer and Seller shall: (i) respond as promptly as reasonably practicable to any formal or informal requests for additional information or documentary material made by any Educational Agency; (ii) cooperate with each other in connection with any obligation to respond, file or submit any information or documentation in respect of an obligation to any Educational Agency; (iii) promptly notify each other of any written or oral communication to that party from any Educational Agency, and permit the other party to review in advance any proposed written communication and response to the Educational Agency and consider, in good faith, the parties’ comments on any such proposed written communication; (iv) not participate or agree to participate in any meeting or discussion of any kind with any Educational Agency unless it consults with the other party in advance and gives the other party the opportunity to attend and participate thereat; (v) furnish the other party with copies of all correspondence, filings and communications between it and its Affiliates and their respective representatives on the one hand, and any Educational Agency on the other hand; and (vi) furnish the other party with such necessary information and reasonable assistance as such other party may reasonably request in connection with the preparation of necessary responses, filings, registrations, or submissions of information to any Educational Agency.
Sample 1

Examples of Best Efforts Cooperation in a sentence

  • Approvals and Consents; Reasonable Best Efforts; Cooperation Section 6.05.

  • Financing 33 ARTICLE 4 CERTAIN COVENANTS 34 Section 4.1. Conduct of Business by Company 34 Section 4.2. Conduct of Business by Acquiror 38 Section 4.3. Access and Information 39 Section 4.4. Reasonable Best Efforts; Cooperation 40 Section 4.5. Proxy Circular 42 Section 4.6. Stock Exchange Listing 43 Section 4.7. Tax Matters 44 Section 4.8. No Solicitation 44 Section 4.9. Shareholder Meeting 46 Section 4.10.

  • Section 5.1. Access and Investigation 48 Section 5.2. Conduct of Business Pending Closing 49 Section 5.3. Reasonable Best Efforts; Cooperation 52 Section 5.4. Regulatory Approval 53 Section 5.5. Notification 54 Section 5.6. Exclusivity 55 Section 5.7. Intercompany Arrangements 55 Section 5.8. Title Policies on Owned Real Property 55 Section 5.9. Public Announcements 56 Section 5.10.

  • Notwithstanding the foregoing, in no event shall a party’s cooperation require it to expend significant Cash, to undertake litigation, to agree to any amendment or modification of any Assumed Contract or material Permit or limit, or to relinquish or divest any material benefit, right or property it has or would acquire in connection with the transactions contemplated hereby, unless this Agreement expressly requires otherwise (including if it requires Best Efforts Cooperation).

  • Notwithstanding the foregoing, to the extent the DOE Pre-Acquisition Review Letter, or similar communication, states that as a condition to the issuance of the TPPPA or PPPA that the DOE intends to require the Buyer to assume any Title IV Program liabilities of the School, the parties will use respective commercially reasonable best efforts and Best Efforts Cooperation to cause the DOE to remove such condition or to modify such condition in a manner that is agreeable to the parties.

Related to Best Efforts Cooperation

  • Best Efforts the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to ensure that such result is achieved as expeditiously as possible.

  • Reasonable Efforts means, with respect to any action required to be made, attempted, or taken by an Interconnection Party or by a Construction Party under Tariff, Part IV or Tariff, Part VI, an Interconnection Service Agreement, or a Construction Service Agreement, such efforts as are timely and consistent with Good Utility Practice and with efforts that such party would undertake for the protection of its own interests. Regional Entity:

  • Diligent Efforts means, with respect to a Party’s obligations hereunder, the carrying out of obligations or tasks in a sustained manner consistent with the efforts a Party devotes to a research, development or marketing project for a pharmaceutical product or products of similar market potential, profit potential or strategic value resulting from its own research efforts, based on conditions then prevailing, which efforts shall in any event be no less than those which would be considered reasonable in the pharmaceutical or biotechnology industries.

  • Commercially Reasonable Efforts means (i) with respect to any objective by any party, commercially reasonable, diligent, good faith efforts to accomplish such objective as such party would normally use to accomplish a similar objective under similar circumstances; and (ii) with respect to any objective relating to the development or commercialization of any product by any party, efforts and resources normally used by such party with respect to a product owned by such party at a similar stage in the development or life of such product.

  • Cooperation shall refer to those provisions set forth below in Paragraphs 41–42 of this Agreement and Paragraphs 1–9 in Appendix A.

  • Reasonable Best Efforts means best efforts, to the extent commercially reasonable.

  • Assistance means cash and any other benefits provided pursuant to this chapter.

  • Reasonable Commercial Efforts means, with respect to the applicable obligation of the Company, reasonable commercial efforts for similarly situated, publicly-traded companies.

  • Use shall have the meaning given to such term under the HIPAA regulations in 45 CFR § 160.103.

  • External Auditor as used here shall mean any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. Each such external auditor shall report directly to the Committee. With respect to the external auditor, the Committee shall:

  • Assist means to act, or offer or agree to act, in such a way as to help, represent, aid, advise, furnish information to, or otherwise provide assistance to a person or business entity, believing that such action is of help, aid, advice, or assistance to such person or business entity and with the intent to assist such person or business entity.

  • Due Diligence means examinations, inspections, investigations, tests, studies, analyses, appraisals, evaluations and/or investigations with respect to the Property, the Documents, and other information and documents regarding the Property, including, without limitation, examination and review of title matters, applicable land use and zoning Laws and other Laws applicable to the Property, the physical condition of the Property, and the economic status of the Property.

  • External Manager means either of the following: (1) A person who is seeking to be, or is, retained by a board or an investment vehicle to manage a portfolio of securities or other assets for compensation, or (2) A person who manages an investment fund and who offers or sells, or has offered or sold, an ownership interest in the investment fund to a board or an investment vehicle.

  • Advocate means a person other than paid staff who has been selected by the individual or by the individual's legal representative to help the individual understand and make choices in matters relating to identification of needs and choices of services, especially when rights are at risk or have been violated.

  • Reasonable assurance means a high degree of confidence that submitted data and statements are valid.

  • Internal Auditor means the person employed or engaged by the Corporation to perform the internal audit function of the Corporation;

  • Consult or "Consultation" means to provide:

  • Best management practice or "BMP" means schedules of activities, prohibitions of practices, including both structural and nonstructural practices, maintenance procedures, and other management practices to prevent or reduce the pollution of surface waters and groundwater systems from the impacts of land-disturbing activities.