No. IV.6.9 - Duty to notify / to cooperate

I agree to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement. If the Company is unable because of my mental or physical incapacity or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by me.

Employee agrees to cooperate and assist the Company, or its designee, agents, and representatives, at the Company’s expense, in every proper way to secure and perfect the Company’s rights, title and interest in the Company Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the preparation and execution of all applications, patent applications, specifications, oaths, assignments, statements, declarations, petitions, certificates and petitions for correction and all other instruments which the Company or any government agency shall deem necessary in order to apply for, prosecute, correct and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Company Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries (...)

Party B shall abide by and enforce the renovation guide (please see the North America International Business Center Renovation Guide) formulated by Party A for renovating of leased houses.

(...) the Issuer will cooperate with the Underwriter by furnishing such information as is reasonably required to amend or supplement the Official Statement, and prepare or file any other papers, in compliance with the Rule.

Both parties hereto shall promptly notify each other as soon as possible of any Transporter notification of imbalances that are occurring or that have occurred, and the Parties shall cooperate to eliminate any such imbalances, including the use of make-up or balancing rights that either Party may have, within the time prescribed by the Transporter.

(...) The Issuer will cooperate fully at the request of the Lessee, and at Lessee's expense, in effecting such registration and in taking such other steps as may be deemed necessary or appropriate with respect to the Bonds, the Lease, the Indenture or this Bond Purchase Agreement to effect such registration in the event of any future public sale or disposition of the Bonds.

The Issuer will cooperate with the Underwriter and its counsel in endeavoring to qualify the Bonds for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriter may request, but the Issuer will not be required to execute a consent to service of process or qualify to do business in any jurisdiction. The Parent Company will pay the expenses of any action under this paragraph.

The Issuer will cooperate with the Underwriter and its counsel in applying for and securing a rating on the Bonds by Standard & Poor's Corporation ("S&P") and the Issuer agrees that this obligation will continue until such rating on the Bonds is secured. The Parent Company will pay the expenses of any action taken under this paragraph.

During the term of the Agreement, Party A shall take all actions necessary to assist Party B in performing its obligations under Section X, including but not limited to execution of necessary documents.

The parties mutually undertake to take whatever means necessary to achieve the purpose of a purchase order placed by the Buyer and to refrain from any adverse activities.

The Sellers covenant that their will (...) use reasonable efforts (...) to reasonably cooperate with the Purchaser in obtaining any consent, authorization or approval of, or exemption by, any person or entity which is reasonably required and necessary in order to give effect to the transactions contemplated by this Agreement (...)

The Issuer shall cooperate with the Underwriter, at the expense of the Company, in taking all actions necessary for the qualification of the X Bonds for sale (and the continuation of the effectiveness of such qualification so long as required for the distribution of the X Bonds) and the determination of eligibility for investment of the X Bonds under the laws of such jurisdictions as the Underwriter may request; provided, however, that the Issuer will not be required to qualify as a foreign corporation or file a consent to service of process in connection with any such qualification in any jurisdiction.

Prior to the commercial distribution of any {Y} Products, X will perform appropriate testing (and mutually agree in writing to the completion of such testing) for proper device, software and system behavior when loaded or used with {Y} Content, as well as proper integration and interoperability between the {Y} Products and the {Y} Service. The Parties shall cooperate with each other in good faith with regard to all such testing and evaluation (...)

(...) Each Party shall cooperate with the other in furtherance of their obligations under this Article by providing reasonable access to the personnel, technology and resources as are necessary or desirable to enable completion (...)

During the Term: as reasonably requested by either Party, the Parties will cooperate and work together to create marketing materials including, without limitation, point of sale and/or other promotional materials, to be used in the marketing of the {Y} Products (...)

The indemnified Party will (...) reasonably cooperate with and assist the indemnifying Party, at the indemnifying Party’s expense, in the defense of such claim (...)

The parties agree to cooperate as reasonably requested by any other party to effectuate the assignments and intent contained herein. Such cooperation includes the execution of documents required by governmental agencies and/or third parties to effectuate any of the foregoing (...)

If the model specification, and technical parameter of the goods consigned by Party A are not in accordance with the contract, Party B shall contact with Party A promptly according to the actual situation. Party A shall make confirmation and solution within X days. If there are any goods with quality problems confirmed by Party A, Party B shall be entitled to exchange at the next delivery taking. If both parties hereof confirm in writing on product returning, Party A shall refund to Party B the amount of money for the returned products.

(...) Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination (...)

(...) to the extent permitted by Law, Purchaser and Parent shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request (...)

(...) Subject to Section X, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts (...)

Both parties recognize the highly strategic and economic nature of their relationship under this Agreement and the fact that both of their search market shares and overall portal experiences are mutually dependent upon each other as a result of the foregoing. As a result, and without limiting any other provision of this Agreement, each party will reasonably cooperate with the other party and continuously allocate sufficient human and other resources on a day-to-day basis commensurate with the size, duration and importance of the relationships contemplated by this Agreement to make the relationships successful.

(...) In connection with these projects, the parties will cooperate in good faith to test the implementations developed in these projects against reasonable functional requirements to be defined by Y (...)

Upon request by a party, the other party will provide reasonable cooperation in connection with invoicing and billing matters.

The Servicer will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). The Servicer will give the X Agent and Fifth Third notice of any material change in the administrative and operating procedures referred to in the previous sentence.

Except as provided in this Section X, all communications and notices provided for hereunder will be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and will be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication will be effective (i) if given by telecopy, upon the receipt thereof, (ii) if given by mail, five (5) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (iii) if given by any other means, when received at the address specified in this Section X. Seller hereby authorizes the X Agent and Y to effect purchases and Tranche Period and Discount Rate selections based on telephonic notices made by any Person whom the X or Y, as the case may be, in good faith believes to be acting on behalf of Seller. Seller agrees to deliver promptly to X and Y a written confirmation of each telephonic notice given to such Person, signed by an Authorized Officer of Seller; provided, however, the absence of such confirmation will not affect the validity of such notice. If the written confirmation differs from the action taken by the X Agent or Fifth Third, as the case may be, the records of the X or Y, as applicable, will govern absent manifest error.

In connection with the special shareholders' meeting and each annual shareholders' meeting described in clause (a) or (b) above, the Company shall prepare (and the Trust will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement reasonably acceptable to the Trust, shall use its reasonable best efforts to respond to any comments of the SEC or its staff thereon and to cause a definitive proxy statement related to such shareholders' meeting to be mailed to the Company's shareholders promptly after clearance thereof by the SEC.

Any notice which any party hereto may give to the other hereunder shall be in writing and shall be given by hand delivery, first class registered mail, or overnight courier service, or by facsimile transmission confirmed by one of the aforesaid methods, sent, if to the Company {Address} with copies to the Trustees, to the addresses and facsimile numbers that each Trustee has provided to the Company in writing on the Effective Date, or to such other address and facsimile number as such party may hereafter specify for the purpose of notices to the other party. All notices hereunder shall be effective upon receipt.

All notices or communications in respect of the Series C Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or given in such other manner as may be permitted in this Certificate of Designations, in the Charter, the bylaws of the Company or by applicable law. Notwithstanding the foregoing, if shares of the Series C Preferred Stock are issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given to the holders of the Series C Preferred Stock in any manner permitted by such facility.

Party A shall assist Party B in: (i) its submission for notarization and government review (if any) of this Contract; (ii) its procurement of the land use right certificate of the Land Parcel and the Ownership Certificate of the Building; and (iii) other registration change formalities in connection with the use of the other properties transferred hereunder.

(...) the Company shall use its commercially reasonable efforts, and Buyer shall cooperate where appropriate, to obtain any such consent necessary to effect any such assignment (...) If any such consent is not obtained, then the Company shall, or shall cause the applicable member of the Company Group to, cooperate with Buyer in any reasonable arrangement requested by Buyer designed to provide the material economic benefits under any such Contract, permit, franchise or license, including enforcement of any and all rights of the Company or an applicable member of the Company Group against the other party thereto arising out of a breach or cancellation thereof by such other party or otherwise.

(...) Each of the parties hereto will cooperate with the other and execute and deliver to the other parties hereto such other instruments and documents and take such other actions as may be reasonably requested from time to time by any other party hereto as necessary to carry out, evidence, and confirm the intended purposes of this Agreement (...)

(...) Buyer and the Company shall reasonably cooperate with each other in the conduct of any audit or other proceeding related to Taxes for a Pre-Closing Tax Period involving the Business or the Purchased Assets (...)

The Parties will endeavor promptly to reach mutual agreement on any open points regarding the X Specifications that are not resolved before the Effective Date and undertake their respective integration and other implementation activities. The Parties have established a series of interim development and integration Milestones, as specified in Exhibit X, that they will each endeavor to achieve after the Effective Date. If a Party does not timely meet such a Milestone, either Party may escalate review of related technical or schedule concerns with a goal of enabling the Parties to cooperate in resolving such concerns and continuing work toward the Launch Date-related Milestones. Neither Party will be liable for material breach of this Agreement based on failing to achieve one or more Milestones on a timely basis in accordance with the schedule shown in Exhibit X or any mutually agreed revised schedule.

(...) The Parties do not intend to jointly develop or invent any joint invention; however if any invention is inextricably a joint invention, then the Parties will in good faith cooperate in the preparation of pertinent patent applications (...)

Buyer and Seller shall endeavor to complete or cause to be completed through mutual agreement and cooperation the following matters as soon as practical after closing (...)

Unless otherwise required by applicable law (based upon the reasonable advice of counsel), no party to this Agreement shall make any public announcements or otherwise communicate with any news media the subject matter of this Agreement or the transactions contemplated hereby without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed), and the parties shall cooperate and mutually agree as to the timing and contents of any such announcement or communication.

As reasonably requested by Buyer, Seller will identify the licenses included in the Nonassignable Assets and shall cooperate with and assist Buyer, at Buyer's reasonable request and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Nonassignable Asset.

(...) Seller and any applicable Subsidiary shall cooperate and assist in facilitating Buyer's or a Buyer Designee's offers and will not take any action, or cause any of the Subsidiaries to take any action, which would impede, hinder, interfere or otherwise compete with Buyer's or a Buyer Designee's effort to hire any Business Employees.

(...) subject to the conditions set forth in this Agreement, each of the parties agrees to use its reasonable commercial efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable commercial efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable (...)

The Indemnified Party seeking indemnification under this Agreement shall promptly notify the party against whom indemnification is sought (the "Indemnifying Party") of the assertion of any claim, or the commencement of any action, suit or proceeding by any Third Party, in respect of which indemnity may be sought hereunder and shall give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (unless and to the extent that the Indemnifying Party has suffered material prejudice by such failure) (...)

The indemnifying party and the indemnified party shall cooperate in furnishing evidence and testimony and in any other manner which the other may reasonably request, and shall in all other respects have an obligation of good faith dealing, one to the other, so as not to unreasonably expose the other to an undue risk of loss. The indemnified party shall be entitled to reimbursement for out-of-pocket expenses reasonably incurred by it in connec​tion with such cooperation.

The Buyer and the Seller will cooperate to obtain any licenses that may be required by the Aviation Authority of the Delivery Location for the purpose of exporting the Aircraft (...)

Each Party shall cooperate with the other Party in connection with the actions contemplated by this Section X that are required to be taken with respect to any Governmental Authority in order to obtain approvals or clearances to consummate the Transactions, including to keep the other Party reasonably apprised of the status of the matters contemplated by this Section X.

At the Initial Repurchase Closing, Purchaser and each Seller shall execute and deliver to the other the New Shareholders Agreement and Purchaser shall adopt the Amended and Restated Articles. The parties shall cooperate in good faith to, within thirty (30) days of the date hereof, prepare a form of the Amended and Restated Articles which form shall be reasonably acceptable to each of the Company and X (...)

At the Initial Repurchase Closing, Purchaser and each Seller shall execute and deliver to the other the New Shareholders Agreement and Purchaser shall adopt the Amended and Restated Articles. The parties shall cooperate in good faith to, within thirty (30) days of the date hereof, prepare a form of the Amended and Restated Articles which form shall (i) be reasonably acceptable to each of the Company and X, (ii) include only such changes as are necessary to give effect to the New Shareholders Agreement, and (iii) be attached hereto as Exhibit X no later than 30 days from the date hereof.

(...) The Seller shall cooperate with the Purchaser to provide such information and documents relating to Post Employees on employment and benefits matters, including material trade union, employee representative or Collective Bargaining Agreements or material individual or collective grievances in the period prior to the Closing (...)

(...) Purchaser shall cooperate with the Company in connection with the preparation of the Proxy Statement and shall furnish to the Company all information regarding Purchaser and its respective Affiliates as may be required to be disclosed therein as promptly as possible after the date hereof (...)

(...) the Company shall use commercially reasonable efforts to obtain, and Purchaser shall cooperate in all reasonable respects with the Company's efforts to obtain, any and all consents necessary to consummate the transactions contemplated by this Agreement (...)

(�) The Recipient agrees not to disclose the Confidential Information to any Person other than: (i) its Representatives who are directly concerned, working on, advising on or consulted in connection with the Recipient's obligations hereunder and whose knowledge of the Confidential Information is reasonably considered to be necessary for such purposes, or (ii) as required by applicable Law or an order by a Governmental Authority or any requirements of stock market or exchange or other regulatory body having competent jurisdiction; provided, except where not permitted by Law, the Recipient will give the Disclosing Party reasonable advance notice of such required disclosure, and will reasonably cooperate with the Disclosing Party, in order to allow the Disclosing Party an opportunity to oppose, or limit the disclosure of the Confidential Information or otherwise secure confidential treatment of the Confidential Information c (...)

In furtherance of the foregoing, the parties to this Agreement will cooperate with each other in connection with the making of all such filings and use reasonable best efforts to (i) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement, (ii) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement, (iii) consult with the other party prior to taking a position, and permit the other parties to review and discuss in advance, and consider in good faith the views of the other in connection with any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Authority by or on behalf of either party in connection with any investigations or proceedings related solely to this Agreement or the transactions contemplated by this Agreement or given in connection with any proceeding by a private party and (iv) consult with the other party in advance of any meeting or conference with, any Governmental Authority relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto, and give the other party the opportunity to attend and participate in such meetings and conferences (unless prohibited by such Governmental Authority).

At any time or from time to time after the Closing, the parties agree to cooperate with each other, and at the request of the other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated by this Agreement and to otherwise carry out the intent of the parties hereunder or thereunder.

Customer agrees (...) to provide Service Company with full, free, and safe access to Customer's facilities to fulfill obligations (...)

The Company agrees to cooperate with Distributor regarding inquiries and requests for quotations relating to potential sales of Products within the Territory. Distributor agrees to respond to such requests from potential customers as referred to Distributor by the Company in a timely manner and to report to the Company the outcome of such sales opportunities. The Company reserves the right to pursue any sales inquiries fro within the Territory in the event that Distributor fails to respond to such request in a timely manner - (International Contracting: Law and Practice - Larry A. DiMatteo - §9.02 - S. 322).

The applicable Service Provider and Receiving Party shall cooperate with each other in all reasonable respects in matters relating to the provision and receipt of the Services. Such cooperation shall include obtaining all consents, licenses or approvals necessary to permit each party to perform its obligations hereunder.

If the provision of any Service requires the Receiving Party (or any of its Subsidiaries) to hold third-party licenses or other agreements relating to software, systems and/or processes ("Required Licenses"), the Receiving Party or its applicable Subsidiary shall obtain such Required Licenses at its own expense and at no cost to the Service Provider; provided, that, upon request of the Receiving Party, the Service Provider shall provide reasonable cooperation and assistance to such Receiving Party in the procurement of such Required Licenses (...)

X shall reasonably cooperate wih Y by making available, as requested by Y, management decisions, information, approvals or disapprovals, and acceptances or rejections in a reasonably timely manner so that Y may fulfil its obligations under this Agreement.

Following termination of this Agreement with respect to any Service, each Party agrees to cooperate with the other Party in providing for an orderly transition of such Service to such other Party or to a successor service provider as designated by such other Party, and X shall reimburse Y for its reasonable expenses incurred in connection with such transition of services.

In the event that the Collateral Agent is directed to take any action with respect to the {X} Vehicles or perform any obligation of the Servicer pursuant to Section {X} of this Agreement, the Servicer shall fully cooperate with the Collateral Agent in any manner requested by the Collateral Agent or the applicable Secured Party in order to assist the Collateral Agent in taking any such action or performing any such duty.

(...) Once X has notified the Company that it has satisfactorily completed its due diligence and wishes to complete the Loan (which notice, if to be given, must occur within {X} calendar days following execution of this Term Sheet), the Company and Y agree to cooperate reasonably and in good faith to complete such transaction as expeditiously as practicable thereafter.

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.

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 or the Loan Documents.

Borrower does now, and at all times hereafter shall, keep correct and accurate records of the Collateral, all of which records shall be available to Lender or Lender's representative upon demand for inspection and copying at any reasonable time. With respect to the Accounts, Borrower agrees to keep and maintain such records as Lender may require, including without limitation information concerning Eligible Accounts and Account balances and agings. Records related to Accounts (Receivables) are or will be located at Borrower's headquarters. The above is an accurate and complete list of all locations at which Borrower keeps or maintains business records concerning Borrower's collateral.

During the Term of this Agreement, Manager shall make available to Consultant for its periodic review and inspection, access to the Properties, as well as such information as may be reasonably necessary for Consultant to perform its Services, such as the related operating statements, books, records, personnel (subject to the restrictions provided in Section X below), and such additional information, as may be deemed necessary by Manager, in its sole discretion.

(...) The Company shall cause its and the other Debtors' respective officers, employees, consultants, agents, accountants, attorneys and other Representatives to cooperate with Purchaser and Purchaser's Representatives in connection with such investigation and examination, and Purchaser and its Representatives shall cooperate with the Company and its Representatives and shall use their reasonable efforts to minimize any disruption to the Business.

The Pledgor covenants to the Pledgee that in order to protect or perfect the security over the Secured Obligations, the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to execute all the forms, instruments, agreements (including those required for the registration and de-registration of the Pledge with X), and/or (ii) take actions and cause other parties who have interests in the Pledge to take actions as required by the Pledgee and (iii) allow the Pledgee to exercise the rights and authorization vested in the Pledgee under this Agreement.

(...) Except as expressly contemplated by Section X, the Proxy Statement shall include the Company Board Recommendation with respect to the Merger and the Fairness Opinion. Parent and the Company shall cooperate with each other in the preparation of the Proxy Statement (...)

Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate, as promptly as reasonably practicable, the Merger and the other transactions contemplated by this Agreement, including using best efforts to (...)

The Company shall give prompt notice to Acquiror of: (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (b) any failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder (...)

Acquiror, the Company, the Stockholders' Agent, and the Company Stockholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any action, suit, demand or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such action, suit, demand or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Acquiror, the Company, the Stockholders' Agent, and the Company Stockholders agree to retain all books and records with respect to Tax matters pertinent to the Company relating to any Taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquiror, any extensions thereof), and to abide by all record retention agreements entered into with any Governmental Entity (...)

Parent and the Securityholder Representative, on behalf of the Escrow Participants, shall cooperate, as and to the extent reasonably requested by the other party, in connection with (i) the filing of any Returns of or with respect to the Company, its subsidiaries or their respective operations, and (ii) any audit, examination, voluntary disclosure or other administrative or judicial proceeding, contest, assessment, notice of deficiency, or other adjustment or proposed adjustment with respect to Taxes of the Company, its subsidiaries or their respective operations (a Tax Contest). Any Tax Contest shall be treated as a Third Party Claim for purposes of Section X. Such cooperation shall include taking all commercially reasonable and legally permissible actions to minimize the amount of any applicable Tax, obtaining and providing appropriate forms, retaining and providing records and information that are reasonably relevant to any such Return or Tax Contest, and making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder.

The parties hereto agree that they will take those actions reasonably necessary to carry out the matters contemplated by this Agreement or any of its provisions.

The Pledgor shall not hinder the Pledgee from disposing the Pledge in accordance with this Agreement and shall give necessary assistance so that the Pledgee could realize its Pledge.

X agrees that he shall transfer all of the assets and business under Article X to the Joint Venture as soon as possible but in no event later than three (3) months after the date of this Agreement. X agrees that he shall cooperate with the attorneys, accountants and other representatives of the Joint Venture and/or Y to effectuate the transfer of the (…) Facility, as well as to verify the assets in the Existing Facility.

Each of X and Y will cooperate and use its reasonable efforts to take, or cause to be taken, all appropriate actions (and to make, or cause to be made, all filings necessary, proper or advisable under Applicable Law) to consummate and make effective the transactions contemplated by this Agreement and the Joint Venture Documents, including its reasonable efforts to obtain, as promptly as practicable, all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts, as are necessary for the consummation of the transactions contemplated by this Agreement and the Joint Venture Documents and to fulfill the conditions in Article X of this Agreement.

Subject to Applicable Laws, prior to the making or submission of any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal by or on behalf of either Party in connection with proceedings under or relating to the HSR Act or any other applicable Competition Law, X and Y will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, presentations, letters, white papers, memoranda, briefs, arguments, opinions or proposals (...)

The Parties shall cooperate in a good faith, commercially reasonable manner to maximize tax benefits or minimize tax costs of the Joint Venture Company (and any Facilities Company), and of the Parties or their Affiliates with respect to the activities of the Joint Venture Company (and any Facilities Company), consistent with the overall goals of the Joint Venture Documents. Such cooperation may include, but shall not be limited to, amending one or more of the Joint Venture Documents or seeking a ruling from a taxing authority (...)

The Indemnified Party shall cooperate and assist the Indemnifying Party in determining the validity of any Third Party Claim for indemnity by the Indemnified Party and in otherwise resolving such matters. The Indemnified Party shall cooperate in the defense by the Indemnifying Party of each Third Party Claim (and the Indemnified Party and the Indemnifying Party agree with respect to all such Third Party Claims that a common interest privilege agreement exists between them), including by (i) permitting the Indemnifying Party to discuss the Third Party Claim with such officers, employees, consultants and representatives of the Indemnified Party as the Indemnifying Party reasonably requests, (ii) providing to the Indemnifying Party copies of documents and samples of products as the Indemnifying Party reasonably requests in connection with defending such Third Party Claim, (iii) preserving all properties, books, records, papers, documents, plans, drawings, electronic mail and databases relating to matters pertinent to the Third Party Claim and under the Indemnified Party's custody or control in accordance with such Party's corporate documents retention policies, or longer to the extent reasonably requested by the Indemnified Party, (iv) notifying the Indemnifying Party promptly of receipt by the Indemnified Party of any subpoena or other third party request for documents or interviews and testimony, and (v) providing to the Indemnifying Party copies of any documents produced by the Indemnified Party in response to or compliance with any subpoena or other third party request for documents (...)

(�) Each Member (i) shall, and shall cause its Affiliates to, reasonably cooperate with any investigation by any Gaming Authority having jurisdiction over any Member or any Affiliate of any Member, and use its best efforts to promptly comply with any directives of any such X Authority, and (ii) use its commercially reasonable efforts to cause any transferee of any portion of its Units likewise to so cooperate and comply. Each Member agrees that it shall not intentionally take any action or omit to take any action that would have the effect of adversely affecting any X registration, license, approval, finding of suitability or permit held by any Member or Affiliate thereof. The Members and their Affiliates shall fully cooperate in connection with any review of this Agreement by any X Authority. Each Member shall cooperate reasonably and shall (i) furnish upon request to each other such further information, (ii) execute and deliver to each other such other documents, and (iii) do such other acts and things, as may be reasonably requested by the other Member or the Managing Member in obtaining the licenses and consents referred to in this Section X (...)

(…) The Parties agree to cooperate with one another in all respects in order to effect the purposes of and carry out the business activities of the Company, as more particularly set forth herein.

During the term of this Contract, Party B may not sublease, assign, or exchange, whether expressly or in disguised form, the Premises or any part thereof to any third party (other than any affiliate of Party B) for any profit purpose. In case of any sublet, Party B shall notify Party A of the sublet contract for recordation. Upon request of Party B, Party A shall provide the reasonable assistance.

During the term of this Contract, For the purpose of ensuring the Premises in the normal, usable and safe conditions, Party A shall regularly inspect and maintain the Premises. Party B shall cooperate with Party A in such inspection and maintenance.

Party A may formulate a general promotional plan applicable to all tenants, including but not limited to discounting plan and tenant sponsorship plan, and Party B shall actively cooperate with and implement the general promotional plan applicable to all tenants.

Without any adverse effect on the use of the Premises by Party B hereunder, Party B shall provide the reasonable assistance in the general promotional and public relationship activities. Such assistance shall include but not limited to permitting Party A inviting its guests to visit the Premises and permitting the press media to make reports on the Premises with the written consent of Party A.

The Landlord and Tenant agree in good faith, but without legal obligation to agree and implement any memorandum of understanding with the aim of reducing energy and water use within the Estate and the Premises and reducing and recycling waste.

Any notice to be served or given under this Lease shall be in writing and shall be sufficiently served or given: On or to the Tenant or any guarantor if delivered to or sent by recorded or special delivery or registered post to the Tenant or such guarantor (if a company) to its registered office which at the date of such delivery or sending is registered with the Registrar of Companies or (if an individual) to his usual place of abode in the United Kingdom and if sent by recorded or special delivery or registered post, such service shall be deemed to be made on the Working Day following the date of posting; or On or to the Landlord if delivered to or sent by recorded or special delivery or registered post or faxed to the Landlord at its registered office which at the date of such delivery or sending is registered with the Registrar of Companies or to such other address for service as the Landlord shall from time to time notify in writing to the Tenant under this Lease and if sent by recorded or special delivery or registered post, such service shall be deemed to be made on the Working Day following the date of posting and if faxed, such service shall be deemed to be made on the date on which it is transmitted (or the next Working Day if the fax is transmitted after 17.00 hours or on a day that is not a Working Day).

Within the lease term hereunder, for any natural wear that occurs to the House and Party A's equipment, Party B shall promptly notify Party A or the property management company to send their staff for maintenance and repair and Party A shall do so within a reasonable period of time and bear all the maintenance and repair costs. For any wear resulting from secondary renovation and decoration by Party B, Party B shall be responsible for the maintenance and repair at its own cost with Party A cooperating with Party B in repairing secondary renovation and decoration. If the glass wall, architectural structure, central air conditioning system or any other part of the House is damaged due to any reason on the part of Party B, Party B shall be responsible for bearing all the associated maintenance and repair costs.

Any notice or request related hereto shall be made in writing and sent via registered mail or in person to the place of business of the other party as indicated in the last written notice from this party and shall be regarded as delivered on 7th day after it is sent via registered mail or on the day it is delivered in person, whichever is earlier.

The property management company commissioned or any person authorized by Party A and the North America International Business Center, after sending a prior reasonable written notice to Party B, may enter the House for inspection and repair. However, in urgent circumstances, the property management company commissioned or any person authorized by Party A and the North America International Business Center may enter the House without giving Party B any prior written notice, provided that they shall at the same time notify Party B to send its staff to the site.

(...) To the extent necessary to comply with the Rule, if applicable, the Issuer will notify the Underwriter if it becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (...)

If at any time the Issuer becomes aware that any event shall have occurred of which the Issuer believes it has unique knowledge not available to the Underwriter and which might cause the Official Statement to contain any untrue statement of material fact or omit to state any fact necessary to make the statements therein not misleading in any material respect, the Issuer shall notify the Underwriter. In addition, the Issuer shall promptly advise the Underwriter of the institution of any action, suit, proceeding, inquiry or investigation of which it has any knowledge seeking to prohibit, restrain or otherwise affect the use of the Official Statement in connection with the offering, sale or distribution of the Bonds (...)

The Sellers covenant that their will (...) use reasonable efforts (...) to promptly upon the discovery by the Sellers advise the Purchaser orally and, within five (5) Business Days thereafter in writing, of any change in the business or condition of the Group that has had or may be reasonably be expected to have a Material Adverse Effect (...)

(...) in the event that any competent (...) authority (...) imposes any conditions or delays or refuses consent or prohibits the transactions under this Agreement, the Sellers shall use all reasonabe efforts to cooperate with the Purchaser to satisfy such conditions or to allow the transaction to be completed in full. The Sellers shall not be obliged to do anything that would breach any applicable law, adversely affect the interests of minority shareholders in the Group or impose any additional tax liability on the Sellers unless and to the extent that the Purchaser indemnifies the Sellers in full for all such liability or consequences and all costs and expenses related thereto.

The indemnified Party will: promptly notify the indemnifying Party in writing of any such claim, suit and proceeding for which the indemnified Party is seeking indemnity, provided, however, that failure to provide such notice will not relieve the indemnifying Party from its liability or obligation hereunder, except to the extent of any material prejudice as a direct result of such failure (...)

Sellers shall give notice to Purchaser as soon as practicable upon becoming aware of any event, circumstance, condition, fact, effect or other matter that resulted in, or that would reasonably be likely to result in (...) the failure by Sellers to comply with or satisfy in any material respect any covenant, condition or agreement to be complied or satisfied by Sellers under this Agreement (...)

(...) Such Grantor shall notify the Agent in writing, promptly after such Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its Assigned Contracts, and shall diligently pursue such right and report to the Agent on all further developments with respect thereto (...)

Whenever the Purchaser has made a Request in accordance with Section X that any Registrable Securities be registered pursuant to this Agreement, the Company will (…) notify the Purchaser, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and in such case, the Company will promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading.

Any Person entitled to indemnification pursuant to this Section 6 will give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification; provided that the failure so to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to the indemnified party hereunder except to the extent that the indemnifying party is materially prejudiced or otherwise forfeits substantive rights or defenses by reason of such failure. If notice of commencement of any such action is given to the indemnifying party as above provided, the indemnifying party will be entitled to participate in and, to the extent it may wish, jointly with any other indemnifying party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such indemnified party (...)

Customer agrees, at no cost to Service Company, to (...) notify Service Company when the System fails or malfunctions.

Customer agrees (...) to notify Service Company promptly if Customer becomes aware of any unsafe conditions or hazardous materials to which Service Company personnel may be exposed at any of its facilities.

The Borrower shall (...) give the Bank prompt written notice of any and all (i) Events of Default; (ii) litigation, arbitration or administrative proceedings to which the Borrower is a party and in which the claim or liability exceeds $100,000.00 or which affects the Collateral; (iii) any change in the place of business of the Borrower or the acquisition of more than one place of business by the Borrower; (iv) any proposed or actual change in the name, identity or business nature of the Borrower; (v) any change in the location of the Equipment or Inventory; and (vi) other matters which have resulted in, or might result in a material adverse change in the Collateral or the financial condition or business operations of the Borrower.

Each party shall without delay notify the other party if he finds that he will not be able to perform in time his obligations under the Contract (...)

(...) If Borrower shall at any time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Bank (...)

Immediately notify Lender in writing of any additions to or changes in location of Borrower's businesses, principal office, or Collateral, other than in the ordinary course of business.

(...) the Company shall promptly notify Parent of (i) any notice or other communication (in writing or, to the Knowledge of the Company, otherwise) from any Person alleging that the consent or other agreement or approval of such Person is or may be required in connection with the Merger or any of the transactions contemplated hereby (ii) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened (in writing or, to the Knowledge of the Company, otherwise) against the Company or any of its subsidiaries (...)

The Pledgor shall immediately give a written notice to the Pledgee if the Pledgor is aware or finds that any event set forth in Section X or any events that may result in the foregoing events have occurred or are occurring.

The Pledgee shall give a notice of default to the Pledgor when the Pledgee exercises the rights of Pledge (...) the Pledgee may exercise the right to dispose of the Pledge at any time when the Pledgee gives a notice of default in accordance with Section X or thereafter.

The Tenant covenants and agrees with the Landlord (...) to commence the execution of any works for which the Tenant is liable under this Lease within one month after receipt of notice from the Landlord requiring the Tenant to do so (or sooner if necessary) and to complete those works within such time as the Landlord shall reasonably require.

Notification between the Parties under this Agreement, to be binding on the recipient, must be: (i) written; (ii) addressed to the recipient specified by this Clause or as altered by notice given in accordance with this clause; and (iii) left at recipient's address, sent by courier, certified mail, prepaid postage, facsimile or electronic mail to that address (...)

Unless otherwise specified herein, all notices, requests, demands, offers, claims an other communications shall be in writing and shall be deemed duly given upon actual receipt, and shall be delivered as follow: (i) in person; (ii) by registered or certified mail postage prepaid, return receipt requested; (iii) by a generally recognized express air courier service which provides written acknowledgment by the addressee of receipt; or (iv) by facsimile or other generally accepted means of electronic transmission - (International Contracting: Law and Practice - Larry A. DiMatteo - §9.03 - S. 329)

Notices will be given under this Assignment in the manner set forth in the RPA. For the purpose hereof, the address of the Assignee (until notice of a change is delivered) will be the address set forth in the attachment hereto.

Any notification, declaration or other communication made under or in connection with this Agreement or in the implementation of the same shall be in writing and in the English language, or, if in any other language, accompanied by a transaltion into English to be valid.

Such notice shall be in form of a certificate signed by an executive officer of Parent setting forth the details of such event and the action which Parent proposes to take with respect thereto (...)

Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by fax, or five (5) business days (in the case of intra-United States notices) and ten (10) business days (in the case of international notices) after being deposited in the U.S. or other Government Authority (as defined in the Purchase Agreement) mail, as certified or registered mail, with postage prepaid, addressed to the party to be notified at such party's address as set forth on the signature pages hereto, or as subsequently modified by written notice.

Unless otherwise provided, any notice under this Agreement shall be given in writing and shall be deemed effectively delivered (a) upon personal delivery to the party to be notified, (b) upon confirmation of receipt by fax by the party to be notified, (c) one business day after deposit with a reputable overnight courier, prepaid for overnight delivery and addressed as set forth in (d), or (d) three days after deposit with the United States Post Office, postage prepaid, registered or certified with return receipt requested and addressed to the party to be notified at the address indicated on such party's respective signature page hereto, or at such other address as any such party may designate by ten days' advance written notice to the other party given in the foregoing manner .

All notices or other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered personally, (ii) three Business Days after being mailed by certified or registered mail, return receipt requested and postage prepaid, (iii) when received, if sent by overnight delivery service or international courier or (iv) when sent, if sent by email, provided that it is followed immediately by confirmation via facsimile, personal delivery, overnight delivery service or international courier. A Party may change its address, facsimile number or email address for the purposes hereof upon written notice to the other Parties. Such notices or other communications shall be sent to each Party as follows (...)

All notices required or permitted under this Agreement must be in writing and sent to the address or facsimile number identified below. Notices must be given: (a) by personal delivery, with receipt acknowledged; (b) by facsimile followed by hard copy delivered by the methods under (c) or (d); (c) by prepaid certified or registered mail, return receipt requested; or (d) by prepaid reputable overnight delivery service. Notices will be effective upon receipt. Either party may change its notice address by providing the other party written notice of such change. Notices shall be delivered as follows (...)

All notices, requests, consents and other communications under this Agreement to any party must be in writing and are deemed duly delivered when (a) delivered if delivered personally or by nationally recognized overnight courier service (costs prepaid), (b) sent by facsimile with confirmation of transmission by the transmitting equipment (or, the first Business Day following such transmission if the date of transmission is not a Business Day) or (c) received or rejected by the addressee, if sent by United States of America certified or registered mail, return receipt requested; in each case to the following addresses or facsimile numbers and marked to the attention of the individual (by name or title) designated below (or to such other address, facsimile number or individual as a party may designate by notice to the other parties) (...)

All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, facsimile, courier service or personal delivery (…) All such notices, demands and other communications shall be deemed to have been duly given (i) when delivered by hand, if personally delivered; (ii) three (3) Business Days after being sent, if sent via a reputable nationwide overnight courier service guaranteeing next business day delivery; (iii) five (5) Business Days after being sent, if sent by registered or certified mail, return receipt requested, postage prepaid; and (iv) when receipt is mechanically acknowledged, if sent by facsimile. Any party may by notice given in accordance with this Section X designate another address or Person for receipt of notices hereunder. Any party may give any notice, request, consent or other communication under this Agreement using any other means (including, without limitation, personal delivery, messenger service, first class mail or electronic mail), but no such notice, request, consent or other communication shall be deemed to have been duly given unless and until it is actually received by the party to whom it is given.

Any notice to be given under or in connection with this Lease shall be in writing and either delivered personally sent by first class registered post or pre-paid recorded delivery to the party due to receive the notice at (in the case of a notice to be given to the Landlord) its address set out in this Lease or any other address notified in writing by the Landlord from time to time or its registered office and (in the case of a notice to be given to the Tenant) (being an individual) left on the Premises or (being a limited company) at its registered office.

Notices shall be served at the address of the relevant party or their solicitors shown at the start of this Agreement or at such other address in the United Kingdom as either party may notify in writing to the other from time to time.

Employee agrees that he will not counsel or assist any stockholder of the Company, attorneys, their clients or any individual 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, stockholder or attorney of the Company, unless (a) under a subpoena or other court order to do so or (b) pursuant to a derivative action against the Company where Employee is in the plaintiff class.