IN PERFORMING THE 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