Common use of Cooperation; Resources Clause in Contracts

Cooperation; Resources. (a) Subject to the terms and conditions set forth in this Agreement, Hxxxxx and the Company shall use good faith efforts to cooperate with each other in all matters relating to the provision and receipt of Services. Such good faith cooperation shall include, subject to Section 5.01, (i) exchanging information reasonably requested by the other party (including such information reasonably requested in connection with any internal or external audit, whether in the United States or any other country); (ii) providing electronic access to data systems used in connection with the Services; (iii) performing true-ups and adjustments; and (iv) making available, as reasonably requested by the other party, timely decisions, approvals and acceptances, and obtaining all consents, licenses, sublicenses or approvals necessary or desirable in order to permit each party to perform its obligations under this Agreement in a timely and efficient manner. The Company shall use reasonable best efforts to provide information and documentation sufficient for Hxxxxx to satisfy its obligations under this Agreement. In connection with the Services, the Company shall make reasonably available for consultation with Hxxxxx those employees and consultants or other service providers of the Company reasonably necessary for the effective provision by Hxxxxx of such Services.

Cooperation; Resources. (a) Subject to the terms and conditions set forth in this Agreement, Hxxxxx Xxxxxx and the Company shall use good faith efforts to cooperate with each other in all matters relating to the provision and receipt of Services. Such good faith cooperation shall include, subject to Section 5.01, (i) exchanging information reasonably requested by the other party (including such information reasonably requested in connection with any internal or external audit, whether in the United States or any other country); (ii) providing electronic access to data systems used in connection with the Services; (iii) performing true-ups and adjustments; and (iviii) making available, as reasonably requested by the other party, timely decisions, approvals and acceptances, and obtaining all consents, licenses, sublicenses or approvals necessary or desirable in order to permit each party to perform its obligations under this Agreement in a timely and efficient manner. This provision shall not be construed as expanding the Services Xxxxxx has agreed to provide. The Company shall use commercially reasonable best efforts to provide information and documentation sufficient for Hxxxxx Xxxxxx to satisfy its obligations under this Agreement. In connection with the Services, the Company shall make reasonably available for consultation with Hxxxxx Xxxxxx those employees and consultants or other service providers of the Company reasonably necessary for the effective provision by Hxxxxx Xxxxxx of such Services. Each party shall designate an employee who shall serve as a primary contact with respect to and who will have overall responsibility for managing and coordinating such party’s obligations under this Agreement.