Alternate Source. In the event the migration is not achieved by a Migration Completion Date due to delays caused by Vendor for reasons within Vendor's control, AMEX may (a) terminate this Agreement, upon notice to Vendor, within [***] days after such failure to meet a Migration Completion Date, without regard to Section 20.02 and (b) procure an alternate source by which to migrate AMEX's remittance processing operations to the location of such alternate source. Notwithstanding the prior sentence, Vendor shall reimburse AMEX for [***] and all [***] expenses incurred in transferring the Services to another vendor or to itself. For the purpose of this Agreement, [***] shall be determined as follows: (Number of days of remittance processing delay as a result of cause(s) within Vendor's control X [***]) X (([***] + [***]%)/365), where the [***] means the [***] as such rate [***] under the heading [***] for the date on which the event giving rise to the delay occurred or, if not so made available by [***]:00 p.m., New York City time on such date, the [***] will be the rate for such date made available and subsequently published in [***] under the heading [***].
Alternate Source. (1) In the event of a disaster or a Force Majeure Event, Customer may procure the Services from an alternate source.
Alternate Source. If any Force Majeure Event substantially prevents, hinders, or delays performance of the Services necessary for the performance of Customer Group’s critical functions for more than three consecutive days or a total of five days within any 30-day period, then Customer may:
Alternate Source. If any Force Majeure Event prevents, hinders or delays performance of a Service for more than the applicable recovery time objective set forth in the BCP (or, if no time frame is specified, more than 30 days after the date of such event), the Receiver may authorize to procure such Services from an alternate source, or perform such Services for itself solely at the Receiver’s cost. In the event the Receiver has already made advance payments for the services yet to be performed, such portion of payment for the services that remain affected/un-delivered due to the force majeure situation shall be refunded immediately to the Receiver.
Alternate Source. If a Force Majeure Event substantially prevents, hinders, or delays IBM's performance of the Critical Services necessary for the operation of EMW's business, then EMW at its option may procure such Services from an alternate provider until IBM is able to provide the Services. IBM will reimburse EMW for any reasonable payments to such alternate provider for such services, for the lesser of 180 days or the remainder of the Term or Termination Assistance Period; provided however, that if such Force Majeure Event continues for more than 60 consecutive days, EMW, at its option, may terminate this Agreement by providing IBM with a notice of termination. This Section does not affect IBM's obligation to provide disaster IBM Confidential May 12, 2000 Page 27 of 52 EMW Confidential Agreement recovery services, if any, to the extent set forth in the Agreement, provided that such Force Majeure Event does not also prevent IBM from providing such disaster recovery services. During the Force Majeure Event, EMW will continue to pay IBM's charges for the Services.
Alternate Source. If any Force Majeure Event prevents, hinders or delays performance of the Services for more than [****] following the applicable RTO time set forth in Exhibit 13, or if the Business Continuity Plan is not activated as required under Article 28(1), (1) Supplier, at Customer Party’s request, shall procure the affected Services from an alternate source from the date of such event until the earlier of the date Supplier resumes performance of the affected Services and the date [****] after the date an alternate source first provides services to replace affected Services in accordance with this Section and (2) until such time that Supplier restores the Services or procures Services from an alternate source in accordance with Section 27.02(1), Customer shall have the option to procure an alternate source. If either Party seeks to identify and procure Services from an alternate source, (a) the Party which identified the alternate source with the earliest planned Service restoration date shall procure the Services from the alternate source in accordance with such alternate source’s planned Service restoration date and (b) if the alternate source which attempts to restore the services in accordance with clause (a) – Broadridge Confidential; IBM Confidential – Confidential Treatment is Requested by Broadridge Financial Solutions, Inc. Pursuant to 17 C.F.R. 200.83 above fails to restore the Services in accordance with the applicable planned Service restoration date, the other Party shall procure the Services from an alternate source. Customer Party shall continue to pay the Fees to Supplier for Services not affected by the Force Majeure Event. Supplier shall invoice Customer for the Fees for the Services affected by the Force Majeure Event in accordance with Section 5.05 of Exhibit 4 while Supplier is seeking an alternate source in accordance with this Section. In the event Supplier has procured the affected Services from an alternate source, Customer shall pay Supplier the Fees for the Services being performed by the alternate source, as calculated in accordance with Exhibit 4, from the date the affected Services are restored until the date [****] after the date such alternate source first provides services to replace affected Services in accordance with this Section. [****].
Alternate Source. Customer may qualify, at its discretion and cost, one or more Third Parties or itself or any of its Affiliates as contract manufacturers of Product (an “Alternate Source”) as it deems necessary or desirable for any reason, and, subject to Customer’s minimum purchase obligations set forth in Section 5.4 of this Agreement, may obtain Product from such Alternate Source. Customer will notify BVL within [*] of any decision to retain and or qualify an Alternate Source in addition to those already qualified. Quantities of Product to be obtained from an Alternate Source will not be included in the Forecasts. Furthermore, Customer’s minimum purchase obligations under this Agreement shall not apply if: (a) BVL has failed to fulfill Customer’s Purchase Orders of Product for a period of more than [*] and such Purchase Orders have been placed according to the terms of this Agreement; (b) BVL does not accept a Purchase Order placed by Customer in accordance with the terms of this Agreement; (c) BVL is not in compliance with Applicable Law with respect to the Facilities or the Manufacture of Product and is unable to cure such non-compliance within thirty (30) days following receipt of written notice from Customer; (d) an event of Force Majeure has occurred which affects or which Customer reasonably believes will affect BVL’s ability to supply Product for a period of at least [*]; or (e) BVL remains in material breach of this Agreement after written notice by Customer and an opportunity to cure such defect pursuant to Section 12.4.
Alternate Source. If the Force Majeure Event continues to materially and adversely prevent, hinder or delay performance of the Services for more than [********************** *****], then Metavante may terminate this Agreement, in whole or in part, as of a date specified by Metavante in a termination notice to Virtusa.
Alternate Source. 27 16.4 No Payment for Unperformed Services ................... 27
Alternate Source. If any Force Majeure Event or disaster prevents, hinders or delays performance of Services for more than seventy-two (72) hours after the inception of the Force Majeure Event or disaster, Dxxx xxx procure such Services from an alternate source and Service Provider will reimburse Dxxx for the reasonable and actual costs and expenses incurred by Dxxx in procuring such Services from an alternate source, to the extent that those costs and expenses exceed the Fees for such Services for so long as the delay in performance will continue, but in no event longer than the earlier of (a) 180 days from the start of such delay, or (b) the remaining Term, provided that Dxxx continues to pay Service Provider for such Services. If the Force Majeure Event or disaster continues to prevent, hinder or delay performance of the Services for more than 14 calendar days after the inception of the Force Majeure Event or disaster or, if a different time period is specified for Service reinstatement in Schedule 20 (Disaster Recovery and Business Continuity Requirements), such time period, Dxxx xxx at its sole discretion, effective as of a date specified by Dxxx in a termination notice to Service Provider, without observing the cure period required by Section 25.4, (1) terminate any portion of this Agreement affected by the nonperformance and the Fees will be equitably adjusted or (2) terminate the entire Agreement without liability to Dxxx except as set forth in Schedule 6 (Fees); provided that, if Service Provider succeeds in reinstating the Services, Dxxx must exercise such termination rights within 30 days after such reinstatement.
