Common use of Cooperation and Information Clause in Contracts

Cooperation and Information. (a) During the Term, the Service Recipient shall provide the Service Provider with all information available to the Service Recipient and reasonably requested by the Service Provider as necessary or desirable for the performance of the relevant Transition Services. Tricadia shall not be deemed to be in breach of its obligation to provide, or cause the provision of, any Transition Service to the extent that the Service Recipient has not provided information that is reasonably necessary for the performance of such Transition Service. Service Recipient shall provide to the Service Provider reasonable access to the Service Recipient’s premises to the extent reasonably necessary for the purpose of providing the Transition Services. (b) Tricadia shall, and shall cause its Affiliates and use reasonable best efforts to cause third-party service providers to, (i) reasonably cooperate with each Service Recipient in all matters relating to the provision of the Transition Services and (ii) not engage in any willful or intentional misconduct, gross negligence, common law fraud or otherwise willfully or intentionally violate any Applicable Law in connection with the provisions of a Transition Service. Such cooperation shall include (1) the execution and delivery of such further instruments or documents as may be reasonably requested by TAMCO or another Service Recipient to enable the full performance of the Transition Services provided hereunder and (2) notifying TAMCO in advance of any changes to Tricadia’s or another Service Provider’s operating environment or personnel (including changes with respect to employee status) to the extent material to the provision of services hereunder and working with the applicable Service Recipient to minimize the effect of such changes.

Cooperation and Information. (a) During the Term, the Service Recipient shall provide the Service Provider with all information available to the Service Recipient and reasonably requested by the Service Provider as necessary or desirable for the performance of the relevant Transition Services. Tricadia Service Provider shall not be deemed to be in breach of its obligation to provide, or cause the provision of, any Transition Service to the extent that the Service Recipient has not provided information that is reasonably necessary for the performance of such Transition Service. Service Recipient shall provide to the Service Provider reasonable access to the Service Recipient’s premises to the extent reasonably necessary for the purpose of providing the Transition Services. (b) Tricadia Service Provider shall, and shall cause its Affiliates and use reasonable best efforts to cause third-party service providers to, (i) reasonably cooperate with each Service Recipient in all matters relating to the provision of the Transition Services and (ii) not engage in any willful or intentional misconduct, gross negligence, common law fraud or otherwise willfully or intentionally violate any Applicable Law in connection with the provisions of a Transition Service. Such cooperation shall include (1) the execution and delivery of such further instruments or documents as may be reasonably requested by TAMCO or another Service Recipient to enable the full performance of the Transition Services provided hereunder and (2) notifying TAMCO Service Recipient in advance of any changes to Tricadia’s or another Service Provider’s operating environment or personnel (including changes with respect to employee status) to the extent material to the provision of services hereunder and working with the applicable Service Recipient to minimize the effect of such changes.