COOPERATIVE FRAMEWORK Clause Samples

The Cooperative Framework clause establishes the foundational principles and procedures for collaboration between the parties involved in an agreement. It typically outlines how the parties will communicate, share information, coordinate activities, and resolve issues that arise during the course of their relationship. For example, it may specify regular meetings, joint decision-making processes, or shared responsibilities for certain tasks. The core practical function of this clause is to ensure effective cooperation and alignment between the parties, thereby reducing misunderstandings and facilitating the achievement of mutual objectives.
COOPERATIVE FRAMEWORK. Consistent with the terms and conditions of this MOU, the Parties will coordinate, to the maximum extent practicable, their regulatory responsibilities related to the secure transportation of radioactive materials that pose a significant risk to public health and safety and the environment or the common defense and security. The Parties recognize that the topical areas set forth in Attachment 1 of this MOU are important to development and deployment of an enhanced security strategy for the transportation of risk significant radioactive material in the U.S. and across U.S. borders. For the purposes of this MOU, the term “risk significant radioactive material” means radioactive material that requires security measures to be applied to it above prudent management practices. See e.g., the International Atomic Energy Agency’s Nuclear Security Recommendations on Physical Protection of Nuclear Material and Nuclear Facilities (Information Circular/225/Revision 5). In addition, the Parties will agree on the radioactive material, within the statutory and regulatory jurisdiction of a Party, for implementation under this MOU, on a case-by-case basis. Attachment 1 of the MOU describes the infrastructure of the desired interactions between the Parties to this MOU. A series of annexes will be developed after approval of the MOU to establish the working arrangements between the NRC and the relevant component agencies within the signatory Departments. Working arrangements will provide the details of these interactions.
View SourceView Similar (4)
COOPERATIVE FRAMEWORK. 1. The Parties recognise the critical role of the private sector in leveraging the full potential of the CEPA. Accordingly, the Parties will endeavour to encourage collaboration such as trade missions and business and networking events to promote the Agreement and achieve tangible benefits including in collaboration with their respective business communities such as ▇▇▇▇▇▇▇▇ of Commerce or other industry bodies as appropriate. 2. Where appropriate, the Parties should encourage the establishment of dialogue between their relevant private sector organisations or representatives to share and facilitate understanding of the Agreement and the opportunities it provides.
View Source
COOPERATIVE FRAMEWORK. Item 2. Set up Project Leading Group To seek for unified leadership and smooth implementation of the project, Party A is responsible to set up "Train TV Project Leading Group of the Ministry of Railway". Item 3. Establish Cooperative Management Institution Under the leadership of the Project Leading Group, the two parties co-establish the cooperative management institution named as "Train TV Department of China Railway Scientific and Technological Development Company" (hereinafter referred to as Train TV Dept.). The two parties will jointly register a company when the project operates into a large scale. The Train TV Department is responsible for the planning, design, installation, management, advertisement sales, etc of the project. Party A shall appoint the General Manager of the Train TV Department and Party B the Deputy General Manager. The involved "Management Agreement " and "Advertisement Agent Agreement" signed between Party A's subsidiaries "China Railway Cable TV Station" and "China Railway HongYuan Advertisement Company" in the progress of the project are attachments of this agreement.
View Source
COOPERATIVE FRAMEWORK. 3.1 All communication between the PSDOs may use email, including electronic circulation of executed PDF documents. However, all legally binding communications must be explicitly acknowledged with an email from each PSDO to become effective. 3.2 The PSDOs will establish a Liaison Work Group (LWG) that any member of any PSDO may attend. The LWG is responsible for drafting the Specification and may accept contributions from any participating member of any PSDO. 3.3 The LWG shall have agreed logistical resources, governance and decision making protocols defined in the Working Group Guidelines in Attachment A. 3.4 All work products and draft specifications of the LWG shall be confidential information and may only be distributed to the PSDOs and their membership. 3.5 Each attending member will state its PSDO affiliation at the beginning of each LWG meeting and that affiliation shall be recorded in the minutes. If a member belongs to more than one PSDO it may choose to state affiliation to one or more PSDOs. 3.6 Each PSDO may enable individual members to opt-out of participation in the LWG and hence any IP licensing commitments under that affiliation. A list of members that have opted-out from participation in affiliation with a PSDO will be made available at the LWG. Members that opt-out may not attend LWG meetings under that affiliation. If they do attend any meeting under an affiliation they are deemed to immediately be participant members and subject to IP licensing commitments under that affiliation until the next ratification by that PSDO. 3.7 The IP being licensed under each PSDO’s IP framework shall not be listed or discussed at the LWG. 3.8 Each PSDO may enable individual members to exclude specific patents from a licensing obligation by issuing an IP Disclosure, as outlined in Attachment B, that are handled by the working group processes in attachment A. Multi-SDO Specification Liaison Memorandum of Understanding Oct12 DRAFT nt3 1 3.9 Once the LWG has created a final Specification draft, each PSDO shall consider ratification of the Specification under its individual IP framework. The LWG shall set a ratification review period of sufficient length to enable all PSDOs to comply with their internal ratification procedures. Once all PSDOs have confirmed individual ratification, the specification can be released publicly by any PSDO. 3.10 If any PSDO is unable to ratify a draft specification the LWG will attempt to redraft the specification until all PSDOs c...
View Source

Related to COOPERATIVE FRAMEWORK

  • Cooperative Contract The provisions and pricing of this Contract will be extended to other California local or state governmental entities. Governmental entities wishing to use this Contract will be responsible for issuing their own purchase documents/price agreements, providing for their own acceptance, and making any subsequent payments. Contractor shall be required to include in any Contract entered into with another agency or entity that is entered into as an extension of this Contract a Contract clause that will hold harmless the County of Orange from all claims, demands, actions or causes of actions of every kind resulting directly or indirectly, arising out of, or in any way connected with the use of this contract. Failure to do so will be considered a material breach of this Contract and grounds for immediate Contract termination. The cooperative entities are responsible for obtaining all certificates of insurance and bonds required. The Contractor is responsible for providing each cooperative entity a copy of the Contract upon request by the cooperative entity. The County of Orange makes no guarantee of usage by other users of this Contract. The Contractor shall be required to maintain a list of the cooperative entities using this Contract. The list shall report dollar volumes spent annually and shall be provided on an annual basis to the County, at the County’s request.

  • Cooperative Property The real property and improvements owned by the Cooperative Corporation, that includes the allocation of individual dwelling units to the holders of the Cooperative Shares of the Cooperative Corporation.

  • State Approval of Replacement Personnel The Engineer may not replace the project manager or key personnel without prior consent of the State. The State must be satisfied that the new project manager or other key personnel is qualified to provide the authorized services. If the State determines that the new project manager or key personnel is not acceptable, the Engineer may not use that person in that capacity and shall replace him or her with one satisfactory to the State within forty-five (45) days.

  • Access and Cooperation Each Party will, and will cause its Other Indemnified Persons to, cooperate and assist in all reasonable respects regarding such Third Party Claim, including by promptly making available to such other Party (and its legal counsel and other professional advisers with a reasonable need to know) all books and records of such Person relating to such Third Party Claim, subject to reasonable confidentiality precautions.

  • Financing Cooperation (a) Until the earlier of the Completion and the valid termination of this Agreement pursuant to and in accordance with Article 9, Allergan shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use its reasonable best efforts, and shall use its reasonable best efforts to cause its and their respective officers, employees and advisors and other Representatives, including legal and accounting advisors, to use their reasonable best efforts, to provide to AbbVie and its Subsidiaries such assistance as may be reasonably requested by AbbVie in writing that is customary in connection with the arranging, obtaining and syndication of the Financing, including using reasonable best efforts with respect to: (i) participating in and assisting with the due diligence, syndication or other marketing of the Financing, including using reasonable best efforts with respect to (A) the participation by members of management of Allergan with appropriate seniority in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and rating agencies, at times and at locations reasonably acceptable to Allergan and upon reasonable notice, (B) assisting with AbbVie’s preparation of customary materials for registration statements, offering documents, private placement memoranda, bank information memoranda, prospectuses, rating agency presentations and similar documents required in connection with the Financing (collectively, “Marketing Material”) and due diligence sessions related thereto, (C) delivering and consenting to the inclusion or incorporation in any SEC filing related to the Financing of the historical audited consolidated financial statements and unaudited consolidated interim financial statements of Allergan included or incorporated by reference into the Allergan SEC Documents (the “Historical Financial Statements”) and (D) delivering customary authorization letters, management representation letters, confirmations, and undertakings in connection with the Marketing Material (in each case, as applicable, subject to customary confidentiality provisions and disclaimers); (ii) timely furnishing AbbVie and its Financing Sources with historical financial and other customary information (collectively, the “Financing Information”) with respect to Allergan and its Subsidiaries as is reasonably requested by AbbVie or its Financing Sources and customarily required in Marketing Material for Financings of the applicable type, including all Historical Financial Statements and other customary information with respect to Allergan and its Subsidiaries (A) of the type that would be required by Regulation S-X and Regulation S-K under the Securities Act if the Financing were incurred by AbbVie and registered on Form S-3 under the Securities Act, including audit reports of annual financial statements to the extent so required (which audit reports shall not be subject to any “going concern” qualifications), or (B) reasonably necessary to permit AbbVie to prepare pro forma financial statements customary for Financings of the applicable type; (iii) providing to AbbVie’s legal counsel and its independent auditors such customary documents and other customary information relating to Allergan and its Subsidiaries as may be reasonably requested in connection with their delivery of any customary negative assurance opinions and customary comfort letters relating to the Financing; (iv) causing Allergan’s independent auditors to provide customary cooperation with the Financing; (v) obtaining the consents of Allergan’s independent auditors to use their audit reports on the audited Historical Financial Statements of Allergan and to references to such independent auditors as experts in any Marketing Material and registration statements and related government filings filed or used in connection with the Financing; (vi) obtaining Allergan’s independent auditors’ customary comfort letters and assistance with the accounting due diligence activities of the Financing Sources; (vii) causing the Financing to benefit from the existing lender relationships of Allergan and its Subsidiaries; (viii) providing documents reasonably requested by AbbVie or the Financing Sources relating to the repayment or refinancing of any indebtedness for borrowed money of Allergan or any of its Subsidiaries to be repaid or refinanced on the Completion Date and the release of related liens and/or guarantees (if any) effected thereby, including customary payoff letters and (to the extent required) evidence that notice of any such repayment has been timely delivered to the holders of such indebtedness, in each case in accordance with the terms of the definitive documents governing such indebtedness (provided that any such notice or payoff letter shall be expressly conditioned on the Completion); (ix) procuring consents to the reasonable use of all of Allergan’s logos in connection with the Financing (provided that such logos are used solely in a manner that is not intended to and is not reasonably likely to harm or disparage Allergan or its Subsidiaries or the reputation or goodwill of Allergan or any of its Subsidiaries); and (x) providing at least three (3) Business Days in advance of the Completion Date such documentation and other information about Allergan and its Subsidiaries as is reasonably requested in writing by AbbVie at least ten (10) Business Days in advance of the Completion Date in connection with the Financing that relates to applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT ACT. Notwithstanding anything to the contrary in this Section 7.9(a) or Section 7.9(b) below, (A) none of Allergan nor any of its Subsidiaries shall be required to take or permit the taking of any action pursuant to this Section 7.9(a) or Section 7.9(b) below to (i) pay any commitment or other fee or incur any liability (other than third-party costs and expenses that are to be promptly reimbursed by AbbVie upon request by Allergan pursuant to Section 7.9(c)), (ii) execute or deliver any definitive financing documents or any other agreement, certificate, document or instrument, or agree to any change to or modification of any existing agreement, certificate, document or instrument, in each case that would be effective prior to the Completion Date or would be effective if the Completion does not occur (except (x) to the extent required by Section 7.9(b), applicable Allergan Supplemental Indentures, (y) customary officers’ certificates relating to the execution thereof that would not conflict with applicable Law and would be accurate in light of the facts and circumstances at the time delivered and (z) the authorization letter and management representation letters delivered pursuant to the clause (i)(D) above), (iii) provide access to or disclose information that Allergan or any of its Subsidiaries reasonably determines would jeopardize any attorney-client privilege of Allergan or any of its Subsidiaries (provided that Allergan shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to cause any such information to be disclosed in a manner that would not result in the loss of any such privilege), (iv) deliver or cause its Representatives to deliver any legal opinion or negative assurance letter (except, in connection with the entry into an Allergan Supplemental Indenture required by Section 7.9(b), Allergan shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to cause counsel to Allergan or its Subsidiaries, as applicable, to deliver a customary opinion of counsel to the trustee under the applicable Indenture that the Allergan Supplemental Indenture amends if such trustee requires an opinion of counsel to Allergan in connection therewith (provided that such opinions would not conflict with applicable Law and would be accurate in light of the facts and circumstances at the time delivered)), (v) be an issuer or other obligor with respect to the Financing prior to the Completion, (vi) commence any Allergan Note Offers and Consent Solicitations or (vii) prepare any pro forma financial information or projections, (B) none of the Allergan Board, officers of Allergan, or directors and officers of the Subsidiaries of Allergan shall be required to adopt resolutions or consents approving the agreements, documents or instruments pursuant to which the Financing is obtained or any Allergan Note Offers and Consent Solicitations is consummated (except the execution and delivery of any applicable Allergan Supplemental Indentures), and (C) neither Allergan nor any of its Subsidiaries shall be required to take or permit the taking of any action that would (i) interfere unreasonably with the business or operations of Allergan or its Subsidiaries, (ii) cause any representation or warranty in this Agreement to be breached by Allergan or any of its Subsidiaries (unless waived by AbbVie), (iii) cause any director, officer or employee or shareholder of Allergan or any of its Subsidiaries to incur any personal liability or (iv) result in a material violation or breach of, or a default under, any material Contract to which Allergan or any of its Subsidiaries is a party, the Organizational Documents of Allergan or its Subsidiaries or any applicable Law. AbbVie shall cause all non-public or other confidential information provided by or on behalf of Allergan or any of its Subsidiaries or Representatives pursuant to this Section 7.9 to be kept confidential in accordance with the Confidentiality Agreement; provided, that Allergan acknowledges and agrees that the confidentiality undertakings that will be obtained in connection with syndication of the Financing will be in a form customary for use in the syndication of acquisition-related debt during a takeover offer period in compliance with the requirements of the Panel and the Takeover Rules.