Common use of Cooperation and Consents Clause in Contracts

Cooperation and Consents. The Parties shall, and shall cause the other relevant members of their respective Groups to, cooperate with each other in all matters relating to the provision and receipt of Services. Such cooperation shall include exchanging information, performing true-ups and adjustments, and obtaining all Third Party Consents, licenses or sublicenses necessary to permit each Party to perform its obligations hereunder (including by way of example, not by way of limitation, rights to use Third Party software needed for the performance of Services). Pursuant to Section 11.03, the costs of obtaining such Third Party Consents, licenses or sublicenses shall be borne by the Service Recipient. The Parties shall maintain, and shall cause the other relevant members of their respective Groups to maintain, in accordance with its standard document retention procedures, documentation supporting the information relevant to cost calculations contained in the Transition Service Schedules. With respect to those Services that, in the reasonable opinion of a Service Recipient, relate to matters of internal control over financial reporting and with respect to which such Service Recipient reasonably believes testing of certain key controls maintained by the Service Provider is necessary in order to permit such Service Recipient’s management to perform an adequate assessment of internal control over financial reporting (and to permit its auditors or internal auditors to audit its internal control over financial reporting), upon request by such Service Recipient no later than sixty (60) days before the end of a calendar year where such management assessment and related audit of its internal control over financial reporting is actually required for SEC reporting, the Service Provider and such Service Recipient shall jointly identify key controls over financial reporting maintained by the Service Provider. The Service Provider will provide such Service Recipient’s external and internal auditors access to information, systems and those individuals responsible for execution of any key controls maintained by the Service Provider so as to enable the independent auditors or internal auditors to determine such controls over the practices and procedures relating to the Service Provider’s performance of such Services under this Agreement are in effect. The Service Provider will, and will use Commercially Reasonable Efforts to cause its external and internal auditors to, provide information to such Service Recipient and the Service Recipient’s external and internal auditors in order to allow such Service Recipient or the Service Recipient’s internal and external auditors to perform procedures with respect to key controls which must be tested as part of such Service Recipient’s management assessment process and required by generally accepted auditing standards, including, without limitation, PCAOB auditing standards, and by Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated and guidance issued thereunder. All expenditures incurred by a Service Provider in performing its obligations under this paragraph shall be payable by the Service Recipient.

Cooperation and Consents. The Parties shall, and shall cause the other relevant members of their respective Groups to, cooperate with each other in all matters relating to the provision and receipt of Services. Such cooperation shall include exchanging information, performing true-ups and adjustments, and obtaining all Third Party Consents, licenses or sublicenses necessary to permit each Party to perform its obligations hereunder (including by way of example, not by way of limitation, rights to use Third Party software needed for the performance of Services). Pursuant to Section 11.03, the costs of obtaining such Third Party Consents, licenses or sublicenses shall be borne by the Service Recipient. The Parties shall maintain, and shall cause the other relevant members of their respective Groups to maintain, in accordance with its standard document retention procedures, documentation supporting the information relevant to cost calculations contained in the Transition Service Schedules. With respect to those Services that, in the reasonable opinion of a Service RecipientPCC, relate to matters of internal control over financial reporting and with respect to which such Service Recipient PCC reasonably believes testing of certain key controls maintained by the Service Provider is necessary in order to permit such Service RecipientPCC’s management to perform an adequate assessment of internal control over financial reporting (and to permit its auditors or internal auditors to audit its internal control over financial reportingreporting and management’s assessment thereof), upon request by such Service Recipient PCC no later than sixty (60) 90 days before the end of a calendar year where such management assessment and related audit of its internal control over financial reporting is actually required for SEC reporting, the Service Provider and such Service Recipient PCC shall jointly identify key controls over financial reporting maintained by the Service Provider. The Service Provider will provide such Service RecipientPCC’s external and or internal auditors access to information, systems and those individuals responsible for execution of any key controls maintained by the Service Provider so as to enable the independent auditors or internal auditors to determine such controls over the practices and procedures relating to the Service Provider’s performance of such Services under this Agreement are in effect. The Service Provider will, and will use Commercially Reasonable Efforts to cause its external and or internal auditors to, provide information to such Service Recipient PCC and the Service RecipientPCC’s external and or internal auditors in order to allow such Service Recipient PCC or the Service RecipientPCC’s internal and or external auditors to perform procedures with respect to key controls which must be tested as part of such Service RecipientPCC’s management assessment process and required by generally accepted auditing standards, including, without limitation, PCAOB auditing standardsAuditing Standard No. 2, and by Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 and the rules promulgated and guidance issued thereunder. All expenditures incurred by a Service Provider in performing its obligations under this paragraph shall be payable by the Service Recipient.

Cooperation and Consents. The Parties shall, and shall cause the other relevant members of their respective Groups to, cooperate with each other in all matters relating to the provision and receipt of Services. Such cooperation shall include exchanging information, performing true-ups and adjustments, and obtaining all Third Party Consents, licenses or sublicenses necessary to permit each Party to perform its obligations hereunder (including by way of example, not by way of limitation, rights to use Third Party software needed for the performance of Services). Pursuant to Section 11.0311.3, the costs of obtaining such Third Party Consents, licenses or sublicenses shall be borne by the Service Recipient. The Parties shall maintain, and shall cause the other relevant members of their respective Groups to maintain, in accordance with its standard document retention procedures, documentation supporting the information relevant to cost calculations contained in the Transition Service Schedules. With respect to those Services that, in the reasonable opinion of a Service Recipient, relate to matters of internal control over financial reporting and with respect to which such Service Recipient reasonably believes testing of certain key controls maintained by the Service Provider is necessary in order to permit such Service Recipient’s management to perform an adequate assessment of internal control over financial reporting (and to permit its auditors or internal auditors to audit its internal control over financial reporting), upon request by such Service Recipient no later than sixty (60) days before the end of a calendar year where such management assessment and related audit of its internal control over financial reporting is actually required for SEC reporting, the Service Provider and such Service Recipient shall jointly identify key controls over financial reporting maintained by the Service Provider. The Service Provider will provide such Service Recipient’s external and internal auditors access to information, systems and those individuals responsible for execution of any key controls maintained by the Service Provider so as to enable the independent auditors or internal auditors to determine such controls over the practices and procedures relating to the Service Provider’s performance of such Services under this Agreement are in effect. The Service Provider will, and will use Commercially Reasonable Efforts to cause its external and internal auditors to, provide information to such Service Recipient and the Service Recipient’s external and internal auditors in order to allow such Service Recipient or the Service Recipient’s internal and external auditors to perform procedures with respect to key controls which must be tested as part of such Service Recipient’s management assessment process and required by generally accepted auditing standards, including, without limitation, PCAOB auditing standards, and by Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated and guidance issued thereunder. All expenditures incurred by a Service Provider in performing its obligations under this paragraph shall be payable by the Service Recipient.