Cooperation and Notice Clause Samples

Cooperation and Notice. As provided for in this Article 6, a Party shall cooperate with the other Parties in the preparation, filing, prosecution and maintenance of any applications and registrations for Intellectual Property Rights, including executing all papers and instruments required in order to enable the Party to apply for, to prosecute and to maintain applications and registrations in any country. Each Party shall provide to the others prompt notice as to all matters which come to its attention and which may affect the preparation, filing, prosecution or maintenance of any such applications or registrations, and shall at all times keep the other fully and promptly informed of all developments in the preparation, filing, prosecution and maintenance of any such applications or registrations.

Cooperation and Notice. As provided for in this Article 6, a Party shall cooperate with the other Party in the preparation, filing, prosecution and maintenance of any Patents or Patent Applications within the UHN Background IP and Foreground IP, including executing all papers and instruments required in order to enable the Party to apply for, to prosecute and to maintain applications and registrations in any country.

Cooperation and Notice. The Party affected under Section 12.1 must promptly notify the other Party of the change, required compliance, official notice, or evidence of violation, and its desire to renegotiate this Agreement in order to address the occurrence of one or more of the events enumerated in Section 12.1(a)-(d) above. If the Parties hereto are unable to agree in good faith on a modification to such portion or provision of this Agreement, which modification does not materially alter a material benefit of the original Agreement enjoyed by either Party, and if an amendment to this Agreement is not executed within thirty (30) days of receipt of the renegotiation notice, the Party adversely affected shall have the right to immediately terminate this Agreement upon written notice to the other Party.

Cooperation and Notice. I agree to assist the Company with respect to all reasonable requests to provide documents, testify, or otherwise assist in connection with any legal proceeding relating to the Company, including but not limited to, any Federal, state or local government audit, proceeding or investigation, other than proceedings relating to the enforcement of this Agreement or other proceedings in which I am a named party whose interests are adverse to those of the Company. In addition, unless otherwise required by law, I agree to immediately notify the General Counsel of the Company of all subpoenas issued to me or contact made with me by any government official or law enforcement agency relating in any way to Omnicare or to my employment and to provide the Company with a copy of any subpoena upon receipt. Nothing in this Paragraph shall prevent me from communicating with government officials or law enforcement or participating in any government or law enforcement investigation.

Cooperation and Notice. Each Party shall cooperate with the other Party fully in the preparation, filing, prosecution and maintenance of any applications and registrations for Intellectual Property Rights under Article 5 hereof, including executing all papers and instruments required in order to enable either Party to apply for, to prosecute and to maintain applications and registrations in any country. Each Party shall provide to the other prompt notice as to all matters which come to its attention and which may affect the preparation, filing, prosecution or maintenance of any such applications or registrations, and shall at all times keep the other fully and promptly informed of all developments in the preparation, filing, prosecution and maintenance of any such applications or registrations.

Cooperation and Notice. Executive agrees to fully cooperate with and make reasonable best efforts to assist Rural/Metro, its officers and directors, and any of its direct or indirect subsidiaries, affiliates, partnerships, or joint ventures, in any litigation matters, lawsuits, cases, claims, charges, actions, hearings, and/or investigations before any federal, state, or local court, law enforcement agency, licensing body, administrative body, arbitrator, mediator, or other judicial or quasi-judicial body (hereinafter collectively referred to as "Legal Actions"). Such assistance shall include, but is not limited to, providing information to Rural/Metro, its officers, directors and/or any of its direct or indirect subsidiaries, affiliates, partnerships or joint ventures or any of their legal counsel, when requested and in a prompt and thorough manner, and testifying when reasonably determined necessary by Rural/Metro, its officers and directors, and any of its direct or indirect subsidiaries, affiliates, partnerships, or joint ventures or any of their legal counsel. Rural/Metro shall reimburse Executive for his reasonable out-of-pocket expenses incurred in connection with performing his obligations under this Section 20. Executive agrees that he will use his reasonable best efforts to notify Secretary or General Counsel of Rural Metro 11 of any subpoena of Executive requiring testimony or documents of any nature in any manner connected with Executive's employment or affiliation with Rural/Metro within 24 hours of the service of the subpoena on Executive or his legal representative(s).

Cooperation and Notice a. Executive agrees to assist and cooperate reasonably with the Company (and its outside counsel) in connection with the defense or prosecution of any claim that may be made or threatened against or by the Company (or any affiliate), or in connection with any ongoing or future investigation or dispute or claim of any kind involving the Company, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including preparing for and testifying in any proceeding to the extent such claims, investigations or proceedings relate to services performed or required to be performed by Executive, pertinent knowledge possessed by Executive, or any act or omission by Executive. Executive will perform all acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this section. The Company will reimburse Executive for reasonable out-of-pocket expenses incurred as a result of such cooperation and will compensate Executive for any time incurred in providing such cooperation and assistance hereunder at the rate of $200 per hour. b. In addition, for two (2) years following the date Executive sign this Agreement, if Executive is contacted by any third party, is requested to provide information, or is served with any form of legal process such as a subpoena, concerning any Company legal matter, Executive shall give notice by telephone to the Company’s General Counsel as soon as practicable but in no event later than two (2) business days after such contact, unless otherwise required by law. In the event Executive is subpoenaed for deposition or to give testimony at any hearing in any pending or future litigation or governmental investigation concerning the Company, Executive agrees that he will be represented at such deposition or hearing, unless otherwise required by law, at the Company’s expense by counsel of the Company’s choice. If either Executive or the Company reasonably concludes that his interests conflict with the Company’s interests in the matter, Executive shall have the right to retain independent counsel and the Company shall have the right, but not the obligation, to pay some or all of that expense. In the event the Company elects to make such payment, the Company shall have the right to select or approve choice of his counsel, such approval not to be withheld unreasonably.