Provider Cooperation Clause Samples

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. (ii) Subject to the limitations set forth above, Provider further agrees to cooperate with and facilitate: (A) audits of BFA Recipients conducted by independent auditors; and (B) audits or performance of “agreed upon procedures” by outside auditors as requested by the BFA Recipients.

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. As part of the Services, Provider shall cooperate with and work in good faith with Idearc or Idearc Third-Party Contractors as reasonably requested by Idearc. Such cooperation may include (i) providing, in a timely manner, reasonable access to any Service Locations to the extent necessary for Idearc Third-Party Contractors to perform the work assigned to them; (ii) providing, in a timely manner, reasonable electronic and physical access to the business processes and associated Equipment, Software and/or Systems to the extent necessary and appropriate for Idearc Third-Party Contractors to perform the work assigned to them; (iii) providing, in a timely manner, written requirements, standards, policies or other documentation for the business processes and associated Equipment, Software or Systems procured, operated, supported or used by Provider in connection with the Services; or (iv) using Commercially Reasonable Efforts (in cooperation with Idearc) to minimize any degradation in the Services caused by the adjustments made by Provider in transferring Services to a third party or Idearc; provided, however, that provision to any third party of any access or information constituting Provider Confidential Information or Provider Materials shall first require that such third party agree in writing to confidentiality provisions reasonably required by Provider. So long as such cooperation can be provided using resources otherwise assigned to the provision of Services without adversely impacting the performance of Services, such cooperation will be provided at no additional charge as part of the Services. If such cooperation cannot be provided using then-assigned resources without adversely impacting the performance of other Services, then such cooperation will be provided through the operation of Section 9.10. In addition, if any confidential information of a third party is to be provided to Provider, Provider shall agree in writing to comply with such third party’s customary and reasonable confidentiality and security procedures. Idearc shall use Commercially Reasonable Efforts to require (contractually or otherwise) Idearc Third-Party Contractors to comply with (1) Provider’s customary and reasonable security and confidentiality requirements and routine security procedures, and, (2) to the extent performing work on Software, Equipment or Systems for which Provider has operational responsibility, Provider’s customary and reasonable standards, methodologies, and p...

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.

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. Master Services Agreement

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. (i) Provider shall fully cooperate with and work in good faith with ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇ Third Party Contractors as described in SCHEDULE E or requested by ▇▇▇▇▇▇▇▇ and at no additional charge to ▇▇▇▇▇▇▇▇. Such cooperation may include: (A) timely providing access to any facilities being used to provide the Services, as necessary for ▇▇▇▇▇▇▇▇ personnel or ▇▇▇▇▇▇▇▇ Third Party Contractors to perform the work assigned to them (including, installation, maintenance or management of third party software and equipment to provide the services to ▇▇▇▇▇▇▇▇ or the Eligible Recipients); (B) timely providing reasonable electronic and physical access to the business processes and associated Equipment, Materials and/or Systems to the extent necessary and appropriate for ▇▇▇▇▇▇▇▇ personnel or ▇▇▇▇▇▇▇▇ Third Party Contractors to perform the work assigned to them; (C) timely providing written requirements, standards, policies or other documentation for the business processes and associated Equipment, Software, Materials or Systems procured, operated, supported or used by Provider in connection with the Services; (D) ensuring that there is no degradation in the provision of the Services caused by the adjustments made by Provider in transferring Services to a third party, ▇▇▇▇▇▇▇▇ or an Eligible Recipient; or (E) any other cooperation or assistance reasonably necessary for ▇▇▇▇▇▇▇▇ personnel or ▇▇▇▇▇▇▇▇ Third Party Contractors to perform the work in question. ▇▇▇▇▇▇▇▇ personnel and ▇▇▇▇▇▇▇▇ Third Party Contractors shall comply with Provider's reasonable security and confidentiality requirements, and shall, to the Final Confidential and Proprietary Information of IBM and ▇▇▇▇▇▇▇▇ extent performing work on Software, Equipment or Systems for which Provider has operational responsibility, comply with Provider's reasonable standards, methodologies, and procedures.