Cooperation and Information Exchange Sample Clauses

Cooperation and Information Exchange. Each party hereto agrees to provide, and to cause each member of its Tax Group to provide, such cooperation and information as the other party hereto shall request, on a timely basis, in connection with the preparation or filing of any Tax Return or claim for Tax refund not inconsistent with this Agreement or in conducting any Tax audit, Tax dispute, or otherwise in respect of Taxes or to carry out the provisions of this Agreement. To the extent necessary to carry out the purposes of this Agreement and subject to the other provisions of this Agreement, such cooperation and information shall include, without limitation, promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Tax Authority which relate to the EnPro Tax Group for the Tax Indemnification Period and providing copies of all relevant Tax Returns for the Tax Indemnification Period, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by Tax Authorities, including, without limitation, foreign Tax Authorities, and records concerning the ownership and Tax basis of property, which either party may possess. Each party to this Agreement shall make, or shall cause its affiliates to make, employees and facilities available on a mutually convenient basis to provide an explanation of any documents or information provided hereunder.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Cooperation and Information Exchange in relation to financial crime
Sample 1Sample 2
Cooperation and Information Exchange. 1. In performing their obligations and exercising their rights under these Conditions, the NBB and participants shall cooperate closely to ensure the stability, soundness and safety of TARGET- BE. They shall provide each other with any information or documents relevant for the performance of their respective obligations and the exercise of their respective rights under these Conditions, without prejudice to any banking secrecy obligations.
Sample 1Sample 2
Cooperation and Information Exchange. If CONGRUITY needs to make a decision regarding its employment of any Co-Employee, Client will provide the information necessary for CONGRUITY to make a reasonable and informed decision. If CONGRUITY finds it necessary to conduct an investigation before making a decision, Client shall cooperate reasonably in that investigation. If Client does not cooperate reasonably or provide requested information necessary for CONGRUITY to make an informed decision regarding a Co-Employee, Client will be fully responsible for the consequences of such action, inaction, or decision. Client understands that no individual hired by Client will become a Co-Employee for whom CONGRUITY will provide Services, as defined in §1. C., until CONGRUITY issues an employee identification number after receiving required information and forms. Also, under the laws referred to in §6. A., CONGRUITY must obtain and maintain certain documents produced by Co- Employees. Client agrees to help facilitate the timely delivery of such documents to CONGRUITY. It is understood that if required signed documents for an employee hired by Client are not timely received by CONGRUITY, or if CONGRUITY determines that an employee has submitted invalid documentation, then CONGRUITY may refuse to co-employ and provide Services for that employee or may exercise its right to terminate that employee’s employment with CONGRUITYHR.
Sample 1Sample 2
Cooperation and Information Exchange. 11.3.1 The Sellers shall no later than fifteen (15) Business Days after the Signing Date make all such filings and give all such notices as regards the filings Sellers are required to undertake under the HSR Act, provided that the Purchaser is supplied with a copy of such filings and notices in advance. If Sellers’ filings include competitively-sensitive information, Sellers’ obligations to provide copies under this section will be satisfied by a copy provided on an “outside counsel only” basis. The Purchaser shall provide to the Sellers all information in their possession which the Sellers reasonably request for this purpose.
Sample 1
Cooperation and Information Exchange. Both parties agree to meet regularly and no less than monthly (which may be implemented by conference calls among all participants) to advise each other regarding progress on any one or more of the undertakings required during the Evaluation Period. Xxxxxxxxx agrees to share with Town such information as may be developed regarding financing, marketing, land-use issues, design questions and construction of the Project. Town shall, within 10 (ten) days of execution of this MOU provide copies of all items set forth on Exhibit “C” attached and incorporated into this MOU.
Sample 1
Cooperation and Information Exchange. 1. In performing their obligations and exercising their rights under the T2-BF Agreement, the BANQUE DE FRANCE and participants shall cooperate closely to ensure the stability, soundness and safety of TARGET2-BANQUE DE FRANCE. They shall provide each other with any information or documents relevant for the performance of their respective obligations and the exercise of their respective rights under the T2-BF Agreement, without prejudice to any banking secrecy obligations.
Sample 1
AutoNDA by SimpleDocs
Cooperation and Information Exchange. Both Parties agree to meet regularly and no less than monthly (which may be implemented by conference calls or video conferencing among all participants) to advise each other regarding progress on any one or more of the undertakings required during the Evaluation Period. The Parties agree to share with each other information regarding financing, marketing, land-use issues, design questions, and construction of the Project.
Sample 1
Cooperation and Information Exchange. 9.7.1 The Sellers and RSGG agree that, prior to the Closing Date, the Purchaser shall, subject to the Sellers’ prior approval, not to be unreasonably withheld, delayed or conditioned, and each only to the extent permissible under all applicable laws, including any applicable antitrust and merger control laws and regulations, be entitled to receive such information on the businesses and operations of the Group Companies as it reasonably requests for the purpose of (i) preparing the Closing, (ii) preparing the integration of the Group Companies after the Closing Date and (iii) filing and obtaining Regulatory Clearances and such other filings and clearances as may reasonably berequested by the Purchaser. Any such information requests and any exchange of information shall take place during regular business hours and under reasonable circumstances without unreasonable interference with the business operations of the Group Companies and in full compliance with applicable law. Information requests shall be exclusively addressed to the individuals designated in Part A of Schedule 9.7.1and any discussions and other direct contacts with the Group Companies shall on the Purchaser’s side be pursued by the individuals designated in Part B of Schedule 9.7.1. The Sellers and RSGG shall reasonably cooperate, and shall cause the Group Companies to reasonably cooperate, therein.
Sample 1

Related to Cooperation and Information Exchange

  • Documentation and Information Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes with respect to information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

  • INVESTMENTS AND INFORMATION (a) The Trustee shall from time to time during the term of this Agreement invest all amounts on deposit in the Credit Enhancement Account as the Master Servicer shall direct, which investments shall at all times be made in compliance with the terms of the Pooling and Servicing Agreement and the Series Supplement.

  • Documents and Information After the Closing Date, the Purchaser and the Company shall, and shall cause their respective Subsidiaries to, until the seventh (7th) anniversary of the Closing Date, retain all books, records and other documents pertaining to the business of the Target Companies in existence on the Closing Date and make the same available for inspection and copying by the Purchaser Representative during normal business hours of the Company and its Subsidiaries, as applicable, upon reasonable request and upon reasonable notice. No such books, records or documents shall be destroyed after the seventh (7th) anniversary of the Closing Date by the Purchaser or its Subsidiaries (including any Target Company) without first advising the Purchaser Representative in writing and giving the Purchaser Representative a reasonable opportunity to obtain possession thereof.

  • Access and Information The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

  • Fund Information a. Dealer agrees that neither it nor any of its partners, directors, officers, employees, and agents is authorized to give any information or make any representations concerning Shares of any Fund except those contained in the Fund's then current Prospectus or in materials provided by Distributor.

  • Reports and Information 17.1 At such times and in such forms as the CITY may require, there shall be furnished to the CITY such statements, records, reports, data and information as the CITY may request pertaining to matters covered by this Agreement.

  • Access to Certain Documentation and Information Regarding the Mortgage Loans. (See Section 3.09 of the Standard Terms)

  • Additional Reports and Information The Borrowers shall furnish to the Lender promptly, such additional information, reports or statements as the Lender may from time to time reasonably request.

  • Third-Party Agreements and Information Executive represents and warrants that Executive’s employment by the Company does not conflict with any prior employment or consulting agreement or other agreement with any third party, and that Executive will perform Executive’s duties to the Company without violating any such agreement. Executive represents and warrants that Executive does not possess confidential information arising out of prior employment, consulting, or other third party relationships, that would be used in connection with Executive’s employment by the Company, except as expressly authorized by that third party. During Executive’s employment by the Company, Executive will use in the performance of Executive’s duties only information which is generally known and used by persons with training and experience comparable to Executive’s own, common knowledge in the industry, otherwise legally in the public domain, or obtained or developed by the Company or by Executive in the course of Executive’s work for the Company.

  • Records and Information 14.1 A Sector Association and an Operator must retain records of all information required to be supplied to the Administrator under these Rules.

Time is Money Join Law Insider Premium to draft better contracts faster.