Provider Cooperation Clause Samples
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Provider Cooperation. Any failure by Provider to cooperate fully in producing or making available all books and records covered by a audit request by Off-Taker hereunder, so as to permit a timely and complete inspection and audit thereof by Off-Taker, shall constitute a material breach of this Agreement.
Provider Cooperation. (i) Subject to the limitations set forth in Section 17.2(a), Provider and Provider Personnel will provide such assistance as may be reasonably required to carry out audits as permitted hereunder, including providing reasonable use of Provider locations, facilities and other resources reasonably required in connection therewith, subject to reimbursement for any material out-of-pocket expenses incurred by Provider in cooperating with audit activities directed by a BFA Recipient that are outside the ordinary course of customary audits that would be expected in connection with services similar to the Services.
(ii) Subject to the limitations set forth above, Provider further agrees to cooperate with and facilitate: (A) audits of BFA Recipients conducted by independent auditors; and (B) audits or performance of “agreed upon procedures” by outside auditors as requested by the BFA Recipients.
Provider Cooperation. To the extent that BFA or any BFA Recipient performs any New Services itself or Services that it is permitted to perform for itself in accordance with the terms of this Agreement, or retains Third Party Providers to do so, Provider will cooperate and coordinate with such entities as BFA or such BFA Recipient reasonably requests, including by using Commercially Reasonable Efforts to modify its interfaces to those of the BFA Recipient or other Third Party Providers to ensure compatibility among such systems and those of Provider, subject to reimbursement by such BFA Recipient for material cost incurred by Provider, except to the extent that such BFA Recipient elects to use available Technology Support Hours in lieu thereof.
Provider Cooperation. To the extent that BTC or any Lending Fund performs any New Services itself or Services that it is permitted to perform for itself in accordance with the terms of this Agreement, or retains Third Party Providers to do so, Provider will cooperate and coordinate with such entities as BTC or such Lending Fund reasonably requests, including by using Commercially Reasonable Efforts to modify its interfaces to those of the Lending Fund or other Third Party Providers to ensure compatibility among such systems and those of Provider, subject to reimbursement by BTC for material cost incurred by Provider.
Provider Cooperation. Provider shall fully cooperate with and work in good faith with Client, the other Eligible Recipients and Third Party Contractors as described in this Agreement or requested by Client and at no additional charge to Client. If and to the extent requested by Client, Provider shall provide such cooperation by, among other things: (i) timely providing physical access and electronic access (including, at Client’s sole discretion and cost, any temporary Third Party Software licenses required to permit an Eligible Recipient or Third Party Contractor to perform services within the Services environment) to business processes and associated Equipment, Materials, Systems and/or Provider Facilities to the extent necessary and appropriate for Client, the other Eligible Recipients or Third Party Contractors to perform the work assigned to them, provided that Client, Eligible Recipients, and Third Party Contractors comply with all applicable existing Provider policies with regards to such physical access to the extent made available to Client prior to such access; (ii) timely providing written requirements, standards, policies or other documentation for the business processes and associated Equipment, Materials or Systems procured, operated, supported or used by Provider in connection with the Services; (iii) timely providing access to source code for Client Owned Materials and, to the extent permitted by the applicable third party license, any Client licensed Third Party Materials; (iv) timely providing access to Client Data to the Eligible Recipients and/or Third Party Contractors in the same manner and to the same extent access to such data is required to be provided by Provider to Client; (v) timely providing cooperation and assistance in accordance with Section 21.7 to facilitate the orderly transfer of terminated Services from Provider to Client, the other Eligible Recipients and/or Third Party Contractors; (vi) minimizing any degradation in the performance of the Services caused by the adjustments made by Provider following such transfer of Services; (vii) establishing procedures and other arrangements with Third Party Contractors to ensure continuity of seamless service to Client (e.g., RACI charts, multi-supplier governance procedures), and (viii) any other cooperation or assistance reasonably necessary for Client, the other Eligible Recipients and/or Third Party Contractors to perform the work in question. Client personnel and Third Party Contractors shall comp...
Provider Cooperation. To the extent that BFA or any BFA Recipient performs any New Services itself or Services that it is permitted to perform for itself in accordance with the terms of this Agreement, or retains Third Party Providers to do so, Provider will cooperate and coordinate with such entities as BFA or such BFA Recipient reasonably requests, including by using Commercially Reasonable Efforts to modify its interfaces to those of the BFA Recipient or other Third Party Providers to ensure compatibility among such systems and those of Provider, subject to reimbursement by such BFA Recipient for material cost incurred by Provider. Master Services Agreement
Provider Cooperation. Taking into account the nature of the Processing and the information available to Provider, it agrees to provide (at Provider’s sole cost) reasonable assistance and cooperation requested by Adobe, in furtherance of any correction, remediation, or investigation of a Security Incident and/or mitigation of any damage, including any notification and/or credit reporting service that Adobe may determine appropriate to send to individuals impacted or potentially impacted by such Security Incident. Unless required by law, Provider will not notify any individual or any third party (including any national data protection authority or equivalent regulatory body) other than law enforcement of any potential Security Incident without first consulting with and obtaining the permission of Adobe.
Provider Cooperation. At Owner’s cost and request, Provider shall use commercially reasonable efforts to assist Owner and the applicable Project Company in completing any of its or their obligations under the Project Documents and this O&M.
Provider Cooperation. (i) Provider shall fully cooperate with and work in good faith with ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇ Third Party Contractors as described in SCHEDULE E or requested by ▇▇▇▇▇▇▇▇ and at no additional charge to ▇▇▇▇▇▇▇▇. Such cooperation may include: (A) timely providing access to any facilities being used to provide the Services, as necessary for ▇▇▇▇▇▇▇▇ personnel or ▇▇▇▇▇▇▇▇ Third Party Contractors to perform the work assigned to them (including, installation, maintenance or management of third party software and equipment to provide the services to ▇▇▇▇▇▇▇▇ or the Eligible Recipients); (B) timely providing reasonable electronic and physical access to the business processes and associated Equipment, Materials and/or Systems to the extent necessary and appropriate for ▇▇▇▇▇▇▇▇ personnel or ▇▇▇▇▇▇▇▇ Third Party Contractors to perform the work assigned to them; (C) timely providing written requirements, standards, policies or other documentation for the business processes and associated Equipment, Software, Materials or Systems procured, operated, supported or used by Provider in connection with the Services; (D) ensuring that there is no degradation in the provision of the Services caused by the adjustments made by Provider in transferring Services to a third party, ▇▇▇▇▇▇▇▇ or an Eligible Recipient; or (E) any other cooperation or assistance reasonably necessary for ▇▇▇▇▇▇▇▇ personnel or ▇▇▇▇▇▇▇▇ Third Party Contractors to perform the work in question. ▇▇▇▇▇▇▇▇ personnel and ▇▇▇▇▇▇▇▇ Third Party Contractors shall comply with Provider's reasonable security and confidentiality requirements, and shall, to the Final Confidential and Proprietary Information of IBM and ▇▇▇▇▇▇▇▇ extent performing work on Software, Equipment or Systems for which Provider has operational responsibility, comply with Provider's reasonable standards, methodologies, and procedures.