Participation and Cooperation. The Party not controlling any such defense hereunder may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such Third Party Claim and the defense thereof and shall consider in good faith reasonable recommendations made by the other Party with respect thereto. The Party not controlling such defense shall, and shall cause each of its Affiliates and each of their respective directors, officers and employees to reasonably cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include reasonable retention by such Party of records and information that are reasonably relevant to such Third Party Claim, and making such Party, its Affiliates and its and their respective directors, officers and employees available on a mutually convenient basis to provide additional information and explanation of any records or information provided, and the Party controlling the defense of such Third Party Claim shall reimburse the respective other Party for all of its related reasonable out-of-pocket expenses.
Participation and Cooperation. Provider recognizes the need for Quality Improvement Activities to guide and review individual and aggregate performance of Participating Providers, including Provider, in the delivery of Covered Services, and to fulfill GOLDEN TIMES’s obligations under applicable law and the CMS agreement. Provider shall participate in and comply with such Quality Improvement Activities, including but not limited to such performance improvement, quality assessment, medical management and utilization management programs as GOLDEN TIMES may establish, adopt or administer. Provider shall conduct, in cooperation with GOLDEN TIMES, systematic peer review relating to such programs. Provider recognizes that Quality Improvement Activities will involve review of Covered Services provided by Provider and its subcontractors. Review may include but not be limited to adherence to standards of quality and professional conduct; effectiveness of utilization of Covered Services; and adherence by Provider and its subcontractors to GOLDEN TIMES’s Quality Improvement Activities. Provider shall facilitate the utilization and chart review process for the purpose of maintaining cost control and appropriate quality of medical services rendered pursuant to this agreement. Subject to applicable law, Provider shall provide GOLDEN TIMES’s medical director or designee(s) access to medical and other records of Members for the purpose of conducting Quality Improvement Activities. Provider recognizes that GOLDEN TIMES will establish a formal mechanism to consult with Participating Providers regarding the administration of Quality Improvement Activities, and Provider shall cooperate with such mechanism.
Participation and Cooperation. 1. The Insurer shall have the right to investigate, adjust and settle any Claim under this Policy and it shall not be bound by the Claim or loss decisions made by any other insurer. The Insurer shall also have the right to effectively associate with the Insured in the defense and settlement of any Claim or circumstances which may reasonably be expected to give rise to a Claim under this Policy, even if the limits of liability of the Underlying Insurance have not been exhausted.
Participation and Cooperation. The success of the MMIK project will require the full participation of RTA and each service board in both the development process and ongoing operation and maintenance. Most of the MMIK data will derive from the service boards, so their role in delivering and maintaining accurate data is one of the most critical of the project. Since a collaborative relationship among the parties is essential to making sure that the best processes for sharing data are implemented and maintained, all parties to this agreement have the following responsibilities : • To participate in the design, development, and deployment process, and contribute their knowledge about data available and how data could be used in the MMIK to benefit customers; • To cooperate with other organizations and the project members to advance or assist the project; • To maintain a focus on customer needs for convenient and reliable information; • To share data with the MMIK system, and other project parties; • To ensure that shared data is as accurate and timely as can be achieved with reasonable effort, and to commit to applying such effort to prepare and maintain the data; • To make sure data is adequately documented, as well as any data limitations, so that it can be reliably transferred and used in the MMIK system, and to adhere to system standards and protocols, wherever possible; • To allow access and connections to their own hardware and software, for the purpose of sharing data, as long as such access does not interfere with or compromise the integrity of their own operations or systems management; • To commit adequate resources within each agency to carry out the tasks necessary to implement the MMIK system; • To work toward resolving problems as they arise, and implementing solutions and/or changes that will improve the MMIK over time; • To ensure that future systems provide external interfaces that adhere to standards compatible with the MMIK and ITH, and are consistent with the long-term regional architecture.
Participation and Cooperation. 29 10.5 Defense of Claims; Settlement ............................... 30 10.6 Survival .................................................... 30
Participation and Cooperation. If any Indemnified Vendor Party or Indemnified Company Party (herein referred to as the "Indemnified Party", as appropriate) shall have knowledge of any claim or liability required to be indemnified against under this Section 10, such Indemnified Party shall give reasonably prompt written notice thereof to the party from whom indemnification under this Section 10 is sought (hereinafter referred to as the "Indemnifying Party") after becoming aware of such claim, but the failure of such Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it would otherwise have to such Indemnified Party hereunder except to the extent, and only to the extent, that the Indemnifying Party demonstrates that the defense of such claim or liability is prejudiced thereby. The Indemnifying Party and the Indemnifying Party's insurers shall have the right, at their sole cost and expense, to investigate, defend or compromise any claim for which indemnification is sought under this Section 10 upon acknowledgment by the Indemnifying Party or such insurer of its liabilities to each Indemnified Party in respect thereof, and each Indemnified Party shall cooperate with the Indemnifying Party and such insurer or insurers with respect thereto by, among other things, (i) responding fully to any reasonable request by such Indemnifying Party or such insurer or insurers for information and (ii) not taking any voluntary action that such Indemnified Party could reasonably foresee would materially prejudice Indemnifying Party's or such insurer's or insurers' defense efforts to reach settlement or pursuit of any cross-claim or counterclaim.
Participation and Cooperation. The Party not prosecuting a Potential Infringer or defending a Third Party suit against the Licensed Patents shall be entitled to participate therein with counsel of its choice and at its own cost and expense (subject to reimbursement out of any recovery in such action).
Participation and Cooperation. Employee agrees to voluntarily participate and cooperate with Company, if asked, in investigating, prosecuting, and defending any charges, claims, demands, liabilities, causes of action, lawsuits, and other proceeding by, against, or involving Company or the Released Parties in any matter of which Employee has, should have, or may have, knowledge by virtue of Employee’s relationship and position with the Company.
