SERVICES WITHOUT THE
PRIOR WRITTEN CONSENT OF CUSTOMER; AND
(G)
AFTER THE EXECUTION DATE, PROVIDER
WILL NOT ENTER INTO ANY MATERIAL AGREEMENT FOR THE PURCHASE OF HARDWARE OR THIRD
PARTY SOFTWARE OR ENTER INTO ANY MATERIAL THIRD PARTY AGREEMENTS WITHOUT THE
PRIOR WRITTEN CONSENT OF CUSTOMER.
15.2
CUSTOMER REPRESENTATIONS.
CUSTOMER REPRESENTS,
WARRANTS AND COVENANTS THAT:
(A)
CUSTOMER HAS THE NECESSARY POWER AND
AUTHORITY TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT
AND THIS AGREEMENT HAS BEEN OR WILL BE DULY
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EXECUTED AND DELIVERED BY CUSTOMER AND CONSTITUTES THE VALID AND BINDING
AGREEMENT OF CUSTOMER, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS; AND
(B)
THE EXECUTION AND DELIVERY OF THIS
AGREEMENT BY CUSTOMER AND THE CONSUMMATION BY CUSTOMER OF THE TRANSACTIONS
HEREIN CONTEMPLATED WILL NOT CONTRAVENE ANY PROVISION OF APPLICABLE LAW, AND
WILL NOT CONSTITUTE A BREACH OF OR DEFAULT UNDER ANY AGREEMENT OR OTHER
INSTRUMENT OR ANY DECREE, JUDGMENT OR ORDER TO WHICH CUSTOMER IS CURRENTLY A
PARTY OR BY WHICH CUSTOMER IS BOUND.
15.3
APPROVALS AND CONSENTS.
EACH PARTY SHALL BE
RESPONSIBLE FOR OBTAINING ALL APPROVALS, PERMISSIONS, CONSENTS OR GRANTS
REQUIRED OR WHICH MAY BE REQUIRED FOR SUCH PARTY TO UNDERTAKE ITS DUTIES AND
RESPONSIBILITIES REGARDING ANY SERVICES UNDER THIS AGREEMENT AND ANY RELATED
PSA.
ADDITIONALLY, EACH PARTY SHALL PROVIDE SUCH COOPERATION AND SUPPORT AS MAY
BE NECESSARY FOR THE OTHER PARTY TO SECURE SUCH APPROVALS, PERMISSIONS, CONSENTS
OR GRANTS.
15.4
COOPERATION.
(A)
THE PARTIES SHALL TIMELY, DILIGENTLY
AND ON A COMMERCIALLY REASONABLE BASIS COOPERATE, FACILITATE THE PERFORMANCE OF
THEIR RESPECTIVE DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT AND EACH RELATED
PSA AND REACH AGREEMENT WITH RESPECT TO MATTERS LEFT FOR FUTURE REVIEW,
CONSIDERATION AND/OR NEGOTIATION AND AGREEMENT BY THE PARTIES, AS SPECIFICALLY
SET FORTH IN THIS AGREEMENT AND PSA.
FURTHER, THE PARTIES SHALL DEAL AND
NEGOTIATE WITH EACH OTHER AND THEIR RESPECTIVE AFFILIATES IN GOOD FAITH IN THE
EXECUTION AND IMPLEMENTATION OF THEIR DUTIES AND OBLIGATIONS UNDER THIS
AGREEMENT.
(B)
NOT IN LIMITATION OF SECTIONS
12.2(D)(I) AND (II), THE PARTIES SHALL MAKE GOOD FAITH EFFORTS TO SHARE (I)
VERSIONS, PATCHES, FIXES AND OTHER MODIFICATIONS RECOMMENDED OR REQUIRED BY
THIRD PARTY PROVIDERS OF SOFTWARE PROVIDED HEREUNDER BY EITHER PARTY TO THE
OTHER PRIOR TO OR AFTER THE EXECUTION DATE AND (II) INFORMATION REGARDING THE
FOREGOING (I).
(C)
PROVIDER AGREES, AT CUSTOMER'S
REQUEST AND EXPENSE, TO PROVIDE DOCUMENTARY INFORMATION AND ANY FURTHER
ASSISTANCE REQUIRED IN ORDER TO RESPOND FOR CUSTOMER TO STATE DEPARTMENT OF
INSURANCE OR THIRD PARTY OR ADMINISTRATIVE DEMANDS IN REGULATORY OR LEGAL
PROCEEDINGS OR IN CONJUNCTION WITH FORMAL DEPARTMENT OF INSURANCE INQUIRIES
RELATED TO THE SERVICES PERFORMED BY PROVIDER.
THE ASSISTANCE RENDERED BY
PROVIDER UNDER THIS SECTION 15.4(C) SHALL INCLUDE CAUSING PROVIDER'S EMPLOYEES
TO TRAVEL TO THE UNITED STATES TO PARTICIPATE IN OR TESTIFY AT REGULATORY OR
LEGAL PROCEEDINGS RELATING TO THE SERVICES AS REQUIRED BY LAW OR REQUEST OF ANY
GOVERNMENTAL AUTHORITY OR AS OTHERWISE REASONABLY REQUESTED BY CUSTOMER,
PROVIDED, THAT CUSTOMER SHALL REIMBURSE PROVIDER FOR THE REASONABLE TRAVEL AND
LIVING EXPENSES INCURRED BY