Provider Cooperation Sample Clauses

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.
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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. 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. 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 Master Services Agreement 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 Pa...
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. 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.
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Related to Provider Cooperation

  • Assistance and Cooperation After the Closing Date, each of Seller and Purchaser shall:

  • Litigation Cooperation From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.

  • Financing Cooperation (a) Prior to the Closing, if requested by Buyer upon reasonable advance notice and so long as such cooperation does not unreasonably interfere with the ongoing operations of the Acquired Companies, Seller shall use its reasonable best efforts and shall cause the Acquired Companies, and their respective Representatives to use their reasonable best efforts, to provide all cooperation and assistance reasonably requested by Buyer to assist Buyer in connection with Buyer’s efforts to obtain debt financing in connection with the arrangement, syndication, marketing and consummation of any debt financing the proceeds of which are to be used to fund at the Closing a portion of the Purchase Price or other amounts payable by Buyer pursuant to this Agreement (the “Debt Financing”), including in connection with the arrangement, syndication, marketing and consummation of the Debt Financing. Such actions may include: (i) arranging for senior management of the Acquired Companies participation in a reasonable number of meetings with debt financing sources, (ii) making officers and employees reasonably available for a reasonable number of meetings, conference calls, presentations, due diligence sessions, road shows and drafting sessions and to assist in the preparation of Financing Materials, (iii) assisting Buyer with the preparation of definitive financing documents for the Debt Financing, (iv) furnishing Buyer, its Affiliates and the Debt Financing sources with copies of such financial and operating data customarily required for completion of similar debt financings, including the Financing Statements; provided, that in no event shall Seller, the Acquired Companies, their Affiliates or their respective Representatives be required to provide any pro forma financial statements or projections (v) using their reasonable best efforts to take such actions as are reasonably requested by Buyer to facilitate the satisfaction on a timely basis of all conditions precedent within Seller’s or its Affiliate’s control to obtaining the Debt Financing, (vi) requesting its independent accountants to provide reasonable assistance to Buyer in connection with the Debt Financing, and (vii) taking all corporate or organizational action necessary to permit the consummation of any debt financing; provided, that the foregoing shall not require the adoption of any corporate resolutions or actions that would be effective prior to the Closing Date. Notwithstanding the foregoing, neither Seller nor any of their Affiliates or Representatives (including, until the Closing, the Acquired Companies) shall be required to (A) provide such cooperation or assistance that in the good faith judgment of Seller, (1) unreasonably interferes with the ongoing business or operations of Seller and its Affiliates, including the Acquired Companies (2) cause any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement by Seller or the Acquired Companies, (3) be reasonably expected to cause any director, officer or employee of Seller or the Acquired Companies to incur any personal liability, or (4) cause any breach of any applicable law, (B) pay any commitment or other fee or incur any costs or expenses (that are not promptly reimbursed by Buyer) in connection with any debt financing, (C) incur any material liability or any obligation under any agreement or document in connection with any debt financing, (D) execute prior to the Closing any definitive financing documents (other than customary authorization letters) in connection with any debt financing, or (E) take any corporate or organizational action approving any debt financing which is not contingent upon the Closing or that would be effective prior to the Closing.

  • Regulatory Cooperation In connection with any foreclosure, collection, sale or other enforcement of Liens granted to the Administrative Agent in the Collateral Documents, Parent will, and will cause its Restricted Subsidiaries to, reasonably cooperate in good faith with the Administrative Agent or its designee in obtaining all regulatory licenses, consents and other governmental approvals necessary or (in the reasonable opinion of the Administrative Agent or its designee) reasonably advisable to conduct all aviation operations with respect to the Collateral and will, at the reasonable request of the Administrative Agent and in good faith, continue to operate and manage the Collateral and maintain all applicable regulatory licenses with respect to the Collateral until such time as the Administrative Agent or its designee obtain such licenses, consents and approvals, and at such time Parent will, and will cause its Restricted Subsidiaries to, cooperate in good faith with the transition of the aviation operations with respect to the Collateral to any new aviation operator (including, without limitation, the Administrative Agent or its designee).

  • REGULATORY ADMINISTRATION SERVICES BNY Mellon shall provide the following regulatory administration services for each Fund and Series:  Assist the Fund in responding to SEC examination requests by providing requested documents in the possession of BNY Mellon that are on the SEC examination request list and by making employees responsible for providing services available to regulatory authorities having jurisdiction over the performance of such services as may be required or reasonably requested by such regulatory authorities;  Assist with and/or coordinate such other filings, notices and regulatory matters and other due diligence requests or requests for proposal on such terms and conditions as BNY Mellon and the applicable Fund on behalf of itself and its Series may mutually agree upon in writing from time to time; and

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