Mutual Responsibilities of the Parties Sample Clauses
The "Mutual Responsibilities of the Parties" clause defines the shared obligations and duties that both parties agree to uphold throughout the duration of their agreement. This clause typically outlines expectations such as timely communication, cooperation in fulfilling contractual tasks, and adherence to agreed-upon standards or procedures. By clearly specifying these mutual responsibilities, the clause helps ensure that both parties are aligned in their actions and contributions, reducing the risk of misunderstandings and disputes during the course of the relationship.
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Mutual Responsibilities of the Parties. (a) If any of the Parties becomes aware of any information that, pursuant to the Irish Takeover Rules, the Irish Companies Act, the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Scheme Document or the Proxy Statement, then such Party shall promptly inform the other Party thereof and the Parties shall cooperate with each other in submitting or filing such amendment or supplement with the Irish Takeover Panel, the SEC or the Irish High Court, as applicable, and, if required, in sending such amendment or supplement to the Company Shareholders and, for information only, if required, to the Company Equity Award Holders. Each of the Parties agrees to promptly (i) correct any information provided by it specifically for inclusion or incorporation by reference in the Scheme Document or the Proxy Statement, as applicable, if and to the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for inclusion or incorporation by reference in the Scheme Document or the Proxy Statement, as applicable, to include any information that shall become necessary in order to make the statements in the Scheme Document or the Proxy Statement, as applicable, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Scheme Document or the Proxy Statement, as applicable, as so corrected or supplemented promptly to be filed with the Irish Takeover Panel and the SEC and to be sent to the Company Shareholders and for information only, if required, to the Company Equity Award Holders, in each case as and to the extent required by applicable Laws. For purposes of this Section 3.3(a), any information concerning the Company Group will be deemed to have been provided by the Company, and any information concerning the Parent Group will be deemed to have been provided by Parent or Acquirer Sub.
(b) Each Party shall provide the other Party with reasonable prior notice of any proposed material oral communication with the SEC, the Irish Takeover Panel or the Irish High Court and, except to the extent prohibited by the SEC, the Irish Takeover Panel or the Irish High Court, afford the other Party reasonable opportunity to participate therein, other than with respect to any such communication to the extent related to a Company Alternative Proposal or the termination of this Agreement pursuant to and in ...
Mutual Responsibilities of the Parties. If any of the Parties becomes aware of any information that, pursuant to the Takeover Rules, the Act, the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Scheme Document or the Joint Proxy Statement, then the Party becoming so aware shall promptly inform the other Party thereof and the Parties shall cooperate with each other in submitting or filing such amendment or supplement with the Panel, and, if required, the SEC and/or the High Court and, if required, in mailing such amendment or supplement to the WTW Shareholders and, for information only, if required, to the holders of the WTW Options or WTW Share Awards.
Mutual Responsibilities of the Parties. (a) If any of the Parties becomes aware of any information that, pursuant to the Takeover Rules, the Act, the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Scheme Document, the Joint Proxy Statement or the Form S-4, then the Party becoming so aware shall promptly inform the other Party thereof and the Parties shall cooperate with each other in submitting or filing such amendment or supplement with the Panel, and, if required, the SEC and/or the High Court and, if required, in mailing such amendment or supplement to the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Shareholders and, for information only, if required, to the holders of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Options or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Share Awards; and
(b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Actavis and Holdco each shall take, or cause to be taken, such other steps as are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to Clauses 8.1 and 8.2 in connection with Completion.
Mutual Responsibilities of the Parties. The Parties agree as follows:
(a) SITE shall have the privilege of recruiting Students for employment provided that such employment will commence after the completion of the Student’s course of academic instruction. Upon its request, and without the objection of the Student, the College shall provide Student Directory Records to SITE.
(b) No Party shall have any financial obligation to any other Party resulting from or arising out of the provision of services, instruction, supervision, or facilities under this Agreement.
(c) Each Party shall comply with all federal, state, and local laws that are applicable to activities carried out under this Agreement. The Parties agree not to engage in unlawful discrimination on the grounds of race, color, national or ethnic origin, gender, marital status, religion, handicap, political affiliation, age, or any other basis proscribed by such laws.
Mutual Responsibilities of the Parties. 3.3.1 If any of the Parties becomes aware of any information that, pursuant to the Takeover Rules, the Act or the Exchange Act should be disclosed in an amendment or supplement to the Scheme Document, or that is required to be included therein in order that the information therein shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false or misleading at the time and in light of the circumstances under which such statements are made, then the Party becoming so aware shall promptly inform the other Party thereof and the Parties shall cooperate with each other in submitting or filing such amendment or supplement with the Panel, and, if required, the SEC and/or the High Court and, if required, in mailing such amendment or supplement to the King Shareholders and, for information only, if required, to the holders of King Options or King Share Awards.
3.3.2 Each Party shall take, or cause to be taken, such other steps as are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to Clause 8 in connection with Completion.
3.3.3 Each Party shall, as promptly as reasonably practicable, notify the other of any matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Scheme Document, the Scheme or the Acquisition as the case may be.
Mutual Responsibilities of the Parties. 3.3.1. If any of the Parties becomes aware of any information that, pursuant to the Takeover Rules, the Act, the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Scheme Document, the Joint Proxy Statement or the Form S-4, then the Party becoming so aware shall promptly inform the other Party thereof and the Parties shall cooperate with each other in submitting or filing such amendment or supplement with the Panel, and, if required, the SEC and/or the High Court and, if required, in mailing such amendment or supplement to the Elan Shareholders and, for information only, if required, to the holders of the Elan Options or Elan Share Awards;
3.3.2. Elan, the Bidder and Holdco each shall take, or cause to be taken, such other steps as are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to Clause 8 in connection with Completion; and
3.3.3. Each Party shall, as promptly as reasonably practicable, notify the other of any matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Scheme Document or implementation of the Scheme, the Acquisition or the Merger as the case may be.
Mutual Responsibilities of the Parties. (a) If any of the Parties becomes aware of any information that, pursuant to the Takeover Rules, the Act, the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Scheme Document or the Proxy Statement, or that is required to be included therein in order that the information therein shall not contain an untrue statement or omit to state any material fact required to be stated therein or necessary in order to make the information or statements therein not false or misleading at the time and in light of the circumstances under which such information is included or statements made, then the Party becoming so aware shall promptly inform the other Parties thereof and the Parties shall cooperate with each other in submitting or filing such amendment or supplement with the Panel, and, if required, the SEC and/or the High Court and, if required, in mailing such amendment or supplement to the Fleetmatics Shareholders and, for information only, if required, to the holders of the Fleetmatics Options or Fleetmatics Share Awards; and
(b) Each of the Parties shall take, or cause to be taken, such other steps as are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to Clauses 8.1 in connection with Completion.
Mutual Responsibilities of the Parties. (a) If any of the Parties become aware of any information that, under the Irish Takeover Rules or the Act is required to be disclosed in an amendment or supplement to the Scheme Document, then the Party becoming so aware will promptly inform the other Parties of such information and the Parties will co-operate with each other in submitting or filing such amendment or supplement with the Panel, and, if required, the High Court and, if required, in mailing such amendment or supplement to Yew Grove Shareholders and, for information only, if required, to the Yew Grove Optionholders.
(b) Each Party will take, or cause to be taken, all actions, and do, or cause to be done, and assist and co-operate with the other Parties in doing all things as are reasonably required of it for the proper implementation of the Scheme, including those required of it pursuant to clause 9 in connection with Completion.
(c) Each Party shall, as promptly as is reasonably practicable, notify the other of any matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Scheme Document, satisfaction of any of the Conditions, the Scheme or the Acquisition as the case may be.
(d) Notwithstanding anything to the contrary in this Clause 3, no Party shall be required to take any action pursuant to this Clause 3 if such action is prohibited by the Act, the Panel and/or the Takeover Rules.
(e) Save as the Panel may otherwise direct, to ensure that Bidco is the sole member of Yew Grove at the Effective Time, on such date as the Parties will agree but in any event prior to the Effective Time, Bidco agrees to subscribe for, and Yew Grove agrees to allot and issue to Bidco, one Yew Grove Share (the "Excluded Scheme Share"), in consideration for which Bidco will pay, or cause to be paid, an amount equal to the nominal value of one Yew Grove Share to Yew Grove (the "Subscription Amount").
(f) Completion of the subscription for the Excluded Scheme Share (the "Subscription Completion") will take place at a location of the Parties’ choosing on such date as the Parties will agree but in any event prior to the Effective Time.
(g) At the Subscription Completion:
(i) Bidco shall:
(A) subscribe for the Excluded Scheme Share; and
(B) pay, or cause to be paid, the Subscription Amount to Yew Grove in cash; and
(ii) Yew Grove shall:
(A) allot and issue the Excluded Scheme Share to Bidco (or its nomine) credited as fully paid;
(B) procure that all appropriate en...
Mutual Responsibilities of the Parties. The Parties shall:
i. Cooperate with each other and with such agencies of the Government as shall be necessary to ensure that COVID-19 Vaccines are procured deployed and administered in keeping with all relevant laws and regulations and policies.
ii. Jointly promote the advantages of being immunised against COVID-19 as well as scientific evidence to support vaccination.
Mutual Responsibilities of the Parties. The parties to this Agreement are responsible for the hardware, software, software and data security updates, systems and telecommunication links within their con- trol sphere, for their security, functionality and develop- ment, and for any costs related to their maintenance, use and development. The parties shall be responsible for their own telecom- munication costs. The parties shall not be responsible for damages in- curred by a force majeure or corresponding unreasona- ble hampering of the parties’ activities. A force majeure such as − war, threat of war, uprising or riot, − a labour dispute such as a strike, lockout, boycott or blockade, even if it does not directly involve the par- ties, − disturbance outside the parties’ control sphere in automatic data processing, data transfer, other electronic telecommunication or availability of elec- tricity, such as breach of electricity, cable and tele- communication services, or − natural disaster, pandemic, disaster or any other ex- ternal threat comparable to these in terms of seri- ousness, which is not due to the parties, shall entitle the parties without penalty to terminate the offering of services as stipulated in this Agreement, for the period of the force majeure.