Anti-Fraud Cooperation. Supplier acknowledges that it will make best efforts to cause the Property to ensure that the identification presented by any End User is valid and matches the booking information provided to Supplier by Expedia-. If a Party believes a Standalone Booking or Package Booking may be or is fraudulent, or certain data provided by an End User and/or Representative Property cannot be verified, then the Parties will work together in good faith to address such fraudulent or potentially fraudulent Standalone Booking or Package Booking and such co-operation shall include, but not be limited to, the Supplier obtaining any information that Expedia reasonably requires from the Property. In the event of a fraudulent or potentially fraudulent Standalone Booking or Package Booking according to Expedia´s assessment, Expedia may cancel such Standalone Booking or Package Booking at any time. If such circumstance arises, Expedia agrees to share the information of the transaction with Decolar. The Supplier shall provide a dedicated and staffed email address and telephone number twenty-four (24) hours a day to allow Expedia to cancel a Standalone Booking or Package Booking for fraudulent or potentially fraudulent activity (“Cancellation Notice”). On receipt of a Cancellation Notice, the Supplier shall make its best efforts to cause the Property to process any cancellation of such Standalone Booking or Package Booking that Expedia requests through a Cancellation Notice. If cancellation of a fraudulent or potentially fraudulent Standalone Booking or Package Booking occurs prior to or within two (2) hours after check-in, Decolar will make its best efforts to communicate with the Property so that neither Expedia nor any of its Affiliates shall be obligated to pay any cancellation fee or penalty. If the cancellation of a fraudulent or potentially fraudulent Standalone Booking or Package Booking occurs after such two (2) hour period following check-in, Decolar will make its best efforts to communicate with the Property so that the maximum penalty that may be charged to Expedia will be the relevant EC Remittance for the room, up to and including the date the Standalone Booking or Package Booking was cancelled, plus any applicable Taxes. The Supplier agrees that it will make its best efforts to recover any costs, expenses or fees incurred by Expedia as a result of the lack of fraud cooperation by a Property. The Supplier shall be solely responsible for any costs, expenses or fees incurred by Expedia, a guest or a third party associated or related to any failure to comply with its obligations set out in this [Section E.5.b], including but not limited to chargeback amounts, interchange fees or merchant processing costs, penalties, fines, and fees (collectively “Refund Fees”). Expedia shall provide the Supplier with a statement from time to time of the Refund Fees incurred by Expedia which amount shall either, as determined by Expedia in its sole discretion: # be offset by Expedia against any amounts due to the Supplier; or # paid by the Supplier within thirty (30) days of the date of Expedia’s request.

No Fraud or Misrepresentation. To the best of the Borrower’s knowledge, such Receivable was originated without fraud or misrepresentation.

Cooperation. During the term of the Executive’s employment by the Company and following the termination of the Executive’s employment with the Company, taking into account the Executive’s other reasonable personal and professional commitments, the Executive agrees to reasonably assist the Company and its representatives and agents with any business, investigation and/or litigation (or potential litigation) matters affecting or involving the Company relating to Executive’s period of employment. The Company will reimburse the Executive for all associated reasonable costs of travel.

Cooperation. Each Party shall provide the other Party all reasonable assistance and cooperation in the patent prosecution and extension efforts in accordance with this Section 5.4, including by providing any necessary powers of attorney and executing any other required documents or instruments for such prosecution or extension applications.

Cooperation. The parties hereto shall cooperate in the defense or prosecution of any Third Party Claim, with such cooperation to include # the retention of and the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim and # the making available of employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder. Neither the Indemnified Party nor the Indemnifying Party shall consent (such consent not to be unreasonably withheld or delayed) to the entry of any judgment, settlement, compromise or discharge of such Third Party Claim without the prior written consent of the other; provided that the consent of the Indemnified Party shall not be required if such judgment, settlement, compromise or discharge # does not involve any non-monetary penalties (other than customary and reasonable confidentiality obligations relating to such claim, judgment, settlement, compromise or discharge), # results in the complete and unconditional release of the Indemnified Party from all liabilities arising out of, relating to or in connection with such Third Party Claim and # does not involve a finding or admission of any fault, culpability, failure to act, violation of any law, rule, regulation or judgment, or the rights of any Person, and has no effect on any other claims that may be made against the Indemnified Party.

Cooperation. Each Party shall provide the JRC such information as required under this Agreement or as otherwise reasonably requested by the other Party and reasonably available to such Party to enable the other Party to perform its obligations under this Agreement, in each case relating to the progress against the goals or performance of activities under each Work Plan.

Cooperation. Each Participating Employer agrees to timely provide all information the Administrator deems necessary to insure the Plan is operated in accordance with the requirements of the Code and the Act and will cooperate fully with the "lead Employer," the Plan, the Plan fiduciaries and other proper representatives in maintaining the qualified status of the Plan. Such coopera tion will include payment of such amounts into the Plan, to be allocated to employees of the Participating Employer, which are reasonably required to maintain the tax-qualified status of the Plan.

Cooperation. Seller and Buyer shall reasonably cooperate so as to minimize any potential tax risk to Buyer or Seller as a result of the transactions contemplated hereby. Seller and Buyer shall provide one another with such assistance as may reasonably be required in connection with the preparation of any tax return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for Taxes arising from the transactions contemplated by this Agreement, and shall provide one another upon written request with any records or information that are relevant to such Tax return, audit or examination or proceedings. The party requesting assistance, records or information under the preceding sentence shall reimburse the other for reasonable out-of-pocket expenses incurred by the other in providing such assistance, records or information. This paragraph shall not be construed to require any party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any other person.

Cooperation. From and after the termination of Employee’s services for the Company, Employee agrees, upon the Company’s request, to reasonably cooperate in any investigation, litigation, arbitration or regulatory proceeding regarding events that occurred during the time that Employee is retained by the Company or its affiliates. Employee will make himself reasonably available to consult with Company’s counsel, to provide information and to appear to give testimony. The Company will, to the extent permitted by law, reimburse Employee for any reasonable out-of-pocket expenses that Employee incurs in extending such cooperation, so long as the Employee provides the Company with advance written notice of Employee’s request for reimbursement and provides satisfactory documentation of the expenses.

Cooperation. The Executive agrees that certain matters in which the Executive may have been involved during the before and during the Employment Period may necessitate the Executive’s cooperation in the future. Accordingly, as a further condition to the Executive’s retention of benefits under this Agreement, to the extent reasonably requested by the Company, the Executive will cooperate with the Company and any Affiliate in connection with matters arising out the Executive’s service to the Company and its Affiliates; provided, however, that the Company or its Affiliates will make reasonable efforts to minimize disruption of the Executive’s other activities. The Company will reimburse the Executive for reasonable expenses incurred in connection with such cooperation and, to the extent the Executive is required to spend substantial time on such matters, the Company will compensate the Executive at an hourly rate based on the sum of the Executive’s annual base salary and annual target cash incentive opportunity in effect immediately prior to the Executive’s termination of employment.