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 EXPENSES INCURRED