The Parties and their advisors shall cooperate with each other in good faith and shall coordinate their activities (to the extent possible and subject to the terms of this Settlement Agreement) in respect of # the filing of the Settlement Approval Motion with the Bankruptcy Court, obtaining Bankruptcy Court approval of this Settlement Agreement, the entry of the Settlement Order, and the implementation of the terms set forth in this Settlement Agreement, and # the consummation of the transactions contemplated by this Settlement Agreement. Furthermore, # subject to the terms of this Settlement Agreement, each of the Parties and their advisors shall use their commercially reasonable efforts to # support and complete all transactions contemplated hereby; # take any and all necessary and appropriate actions in furtherance of the transactions contemplated hereby (provided, however, that the TCEH First Lien Agent, TCEH Second Lien Notes Trustee, and/or TCEH Unsecured Notes Trustee shall not be obligated to take any action that is inconsistent with the TCEH Credit Agreement, TCEH Second Lien Notes Indenture, or TCEH Unsecured Notes Indenture, as applicable, or any direction given thereunder); and # refrain from taking any action, causing an affiliate or any third party to take any action, or encouraging any affiliate or third party to take any action, inconsistent with this Settlement Agreement, and # in no event shall any Party or their counsel file, cause an affiliate or any other third party to file, or encourage any affiliate or any third party to file, an opposition to the Settlement Approval Motion or the Settlement Agreement.
Mutual Support and Cooperation. Client agrees to: # allow BJC reasonable and timely access to appropriate Client personnel to facilitate the provision of legal services by BJC; # to use commercially reasonable efforts to provide BJC with all information and documents in the possession of Client or any entities or persons affiliated with Client reasonably required in connection with the enforcement of the Patent Rights; # cooperate with BJC in the prosecution of any Lawsuit; # appear on reasonable notice, and at BJCs expense, any and all depositionsandcourtappearancesatwhich yourattendanceisreasonablyrequiredorordered;(5) complywithallreasonablerequestsofBJCinconnectionwiththepreparationandpresentationof any Lawsuit; # provide on-going technical and administrative assistance, including the preparation of Rule 11 charts and infringement contentions, review of documents and analysis of invalidity contentions. BJC agrees to make reasonable efforts to keep Client informed as to the status of all Lawsuits. The Parties agree to execute such other documents as might be reasonably necessary or appropriate to consummate and implement the terms of thisAgreement.
Support. Throughout the Initial Term, Blackbox shall promptly provide all repairs, bug fixes, patches, and other routine maintenance for the BBTR System (Tier 3 Support), which shall be undertaken in accordance with the terms in [Exhibit B] (Support Terms) at the sole expense of Blackbox. Blackbox shall have no obligation to provide technical or use support for the BBTR system of any kind directly to BBTR Sublicensees or Customers.
Support. During the Standstill Period, Plants, in his capacity as a director of the Company, will use reasonable efforts to support, at the Company’s sole cost and expense, the Company’s slate of directors in a manner generally consistent with the support provided by the other directors of the Company, provided that such slate of directors is consistent with the terms and conditions of this Agreement.
Litigation Support. Following the Closing, in the event that and for so long as any party is actively contesting or defending against any third party or Governmental Authority Action in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction that existing on or prior to the Closing Date involving the Company, each of the other Parties will # reasonably cooperate with the contesting or defending party and its counsel in the contest or defense, # make available its personnel at reasonable times during normal business hours and upon reasonable notice and # provide # such testimony and # access to its non-privileged books and records as may be reasonably requested in connection with the contest or defense, at the sole cost and expense of the contesting or defending party (unless such contesting or defending party is entitled to indemnification therefor under ARTICLE VIII in which case, the costs and expense will be borne by the parties as set forth in ARTICLE VIII).
Support Groups. The following support groups are divisions within the Saul Company which perform services for :
For a period of twelve (12) months from the Closing Date of this Agreement, or until such time as the Vendor owns less than 4.9% of the Purchaser’s shares, the Vendor covenants and agrees to:
Support Services. During the Agreed Service Period, the Company will provide to Warnke, at no cost to him, office, telephone, computer, and secretarial services to the extent appropriate to enable him to perform his services as non-executive Chairman of the Board and the Other Services.
Cooperation. Each Party shall fully cooperate and take all further actions, as the other Party may reasonably request and at the requesting Party’s expense, to effectuate the allocation of ownership set forth in this [Section 5]. Without limiting the foregoing, each Party shall ensure that each of its employees, agents, and independent contractors (including subcontractors) and those of its licensees (including sublicensees) performing Collaboration activities, before commencing such activities, is bound by written invention assignment and confidentiality obligations, including to: # promptly report any invention, discovery, or other Intellectual Property Right invented, created, conceived, developed, or otherwise made by such employee, agent, or independent contractor; # presently assign to the applicable Party all of their right, title, and interest in and to any such invention, discovery, or other Intellectual Property Right; # cooperate in the preparation, filing, prosecution, maintenance, and enforcement of any Patent Right Covering any such invention; and # perform all acts and execute, acknowledge, and deliver any and all documents, required for effecting the obligations and purposes of this [Section 5].
Cooperation. The Parties agree that certain matters in which Employee will be involved during Employee’s employment with Company may necessitate Employee’s cooperation in the future. Accordingly, following Employee’s termination of employment for any reason, to the extent reasonably requested by the Company and provided that advanced notice is given and is coordinated to the extent possible with Employee, Employee shall cooperate with the Company in connection with internal investigations, third party investigations, investigations by governmental agencies, claims made by third parties, litigation, arbitration, meditation and all other matters related to the Company, in which Employee has personal knowledge; provided that, Company shall make reasonable efforts to minimize disruption of Employee’s personal and professional activities. Company shall reimburse Employee for reasonable expenses incurred in connection with such cooperation (e.g., airfare, lodging, rental car, mileage, meals, etc.).
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