Contingent Arrangements. If, despite using commercially reasonable efforts, Successful Respondent is unable to obtain a Required Consent, then with respect to DIR and/or DIR Customer licensed Third Party Materials, Service Provider shall implement a work- around, reasonably satisfactory to DIR, that may include:
Contingent Arrangements. If, despite using commercially reasonable efforts, Service Provider is unable to obtain a Required Consent, then with respect to DIR and/or DIR Customer licensed Third Party Materials, Service Provider shall implement a work-around, reasonably satisfactory to DIR, that may include (i) replace the DIR or DIR Customer license for such Third Party Materials with a Service Provider license; (ii) replace such Third Party Materials with other Materials offering equivalent features and functionality, or (iii) otherwise arrange to rightfully manage the DIR and/or DIR Customer licensed Third Party Materials on behalf of DIR and the DIR Customers.
Contingent Arrangements. If, despite using commercially reasonable efforts, either party is unable to obtain a Third Party Consent for which it is responsible, the parties will consider such third party contract to be a transfer not effected on or before the Effective Date as described in Section 2.4 of the Separation Agreement, or may agree that such third party contract will be a Managed WPX Contract. Nothing in this Section 3.6 obligates any WMB Entity to provide any Service to any WPX Entity after the Term.
Contingent Arrangements. If, despite using commercially reasonable efforts, Supplier is unable to obtain a Required Consent with Kraft’s reasonable cooperation, with respect to Kraft licensed Third Party Software, Supplier shall, at Supplier’s option and with Kraft’s approval (which shall not be unreasonably withheld), (i) replace the Kraft license for such Third Party Software with a Supplier license; (ii) replace such Third Party Software with other Software offering equivalent features and functionality, or (iii) secure the right to manage the Kraft licensed Third Party Software on behalf of Kraft. If, despite using commercially reasonable efforts with Kraft’s reasonable cooperation, Supplier is unable to obtain a Required Consent with respect to any other Kraft Third Party Contract, then, unless and until such Required Consent is obtained, Supplier shall manage such Third Party Contract on Kraft’s behalf and perform all obligations and enforce all rights under such Third Party Contract as if Supplier were a party to the agreement in Kraft’s place. If, despite using commercially reasonable efforts with Kraft’s reasonable cooperation, management of such Third Party Contract is not legally or contractually possible or Supplier is unable to obtain any other Required Consent, Supplier shall use all commercially reasonable efforts to determine and adopt, subject to Kraft’s prior approval, such alternative approaches as are necessary and sufficient to provide the Services without such Required Consent. If such alternative approaches are required for a period longer than 90 days following the Commencement Date (or, in the case of Required Consents specific to a Deferred Country, 90 days after Supplier begins performing Services for such Deferred Country), the Parties will equitably adjust the terms and reduce the prices specified in this Agreement to reflect any additional costs being incurred by Kraft and any Services not being received by Kraft and the Eligible Recipients. In addition, if Supplier fails to obtain any Required Consent within 90 days after the Commencement Date (or, in the case of a Deferred Country, the applicable start date for the Services for such Deferred Country requiring such consent) and such failure has a material adverse impact on the use or enjoyment of such Services by Kraft or the Eligible Recipients, * * * the affected * * * of any * * *. Except as otherwise expressly provided herein, the failure to obtain any Required Consent shall not relieve Supplier ...
Contingent Arrangements. Subject to Section 5.2, if (a) Supplier determines to cease seeking to obtain a Required Consent or (b) despite using commercially reasonable efforts, Supplier is unable to obtain a Required Consent, in each case with respect to any Ascension Health Third Party Contract for Third Party Software, then Supplier shall, with Ascension Health’s consent (which may not be unreasonably withheld, conditioned or delayed) (i) replace the Eligible Recipient license for such Third Party Software with a Supplier license, (ii) replace such Third Party Software with other software offering equivalent features and functionality, or (iii) secure the right to manage such Third Party Software on behalf of the Eligible Recipient. If, subject to Section 5.2, Supplier is unable to, or determines to cease seeking to, obtain a Required Consent with respect to any other Third Party Contract, then, unless and until such Required Consent is obtained, Supplier may, at Supplier’s election (1) replace such Third Party Contract with services provided by Supplier or a Subcontractor to be chosen by Supplier, subject to Section 9.11(a), or (2) manage such Third Party Contract on the Eligible Recipient’s behalf in accordance with Section 6.6(a) and perform all obligations and enforce all rights under such Third Party Contract as if Supplier were a party to the agreement in the Eligible Recipient’s place. If management of such Third Party Contract is not legally or contractually possible or Supplier is unable to obtain any other Required Consent, Supplier shall determine and adopt, subject to Ascension Health’s consent (which may not be unreasonably withheld, conditioned or delayed), such alternative approaches as are necessary and sufficient to provide the Services without such Required Consent. Supplier will be [**] If such alternative approaches are required for a period longer than [**] days following the Commencement Date, the Parties shall equitably adjust the terms [**] specified in the applicable Supplement to reflect [**] and any Services not being received by the Eligible Recipients. 5.4
Contingent Arrangements. If, despite using commercially reasonable efforts, Supplier is unable to obtain a Required Consent, then, unless and until such Required Consent is obtained, Supplier shall use commercially reasonable efforts to determine and adopt, subject to ABM’s reasonable prior approval, such alternative approaches as are necessary and sufficient to provide the Services without such Required Consent. If such alternative approaches are required for a period longer than ninety (90) days following the Commencement Date, the Parties shall equitably adjust the terms and reduce the prices specified in this Agreement to reflect any additional costs being incurred by ABM and any Services not being received by ABM and the Eligible Recipients.
Contingent Arrangements. Should an HP-OMS-Responsible Required Consent not be obtained, despite HP-OMS' using all commercially reasonable efforts, Customer and HP-OMS will cooperate with each other in achieving a reasonable alternative arrangement for Customer to continue to process its work with as minimal interference to its business operations as is reasonable until such Required Consent is obtained. Subject to the foregoing, if Customer shall retain financial and/or operational responsibility for such Services, any payments to be made by Customer to the third party for Services and related costs to Customer will be reimbursed by HP-OMS. The Service Levels will not apply to such Services for which operational responsibility is retained by Customer. Except as otherwise expressly provided herein, the failure to obtain any Required Consent shall not relieve HP-OMS of its obligations under this Agreement. PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FROM THE SEC 8. HARDWARE
Contingent Arrangements. If, despite using commercially reasonable efforts, either Party is unable to obtain a Required Consent for which it is responsible, such Party shall use commercially reasonable efforts to obtain a replacement license, product or right, as applicable. If such replacement cannot be obtained using commercially reasonable efforts, the Parties shall work together in good faith to develop a mutually acceptable alternative arrangement that is sufficient to enable Service Provider to provide, and Customer to receive, the Services without such Required Consent. The Party responsible for obtaining the Required Consent shall be financially responsible for the costs of such alternative arrangement. If such alternative arrangement cannot be agreed upon by the Parties or is required for a period longer than [*****] ([*****]) days following the Effective Date, either Party may require that the affected Services be discontinued in which case the Charges for Services shall be equitably adjusted to account for such discontinued Services.
Contingent Arrangements. If, despite using commercially reasonable efforts, either Party is unable to obtain a Required Consent for which it is responsible under Section 3.5(a), such Party will use commercially reasonable efforts to obtain a replacement license, product or right, as applicable. If such replacement cannot be obtained using commercially reasonable efforts, the Parties will work together in good faith to develop a mutually acceptable alternative arrangement that is sufficient to enable Supplier to provide, and Recipient to receive the Services without such Required Consent. The Party responsible for obtaining the Required Consent will be financially responsible for the costs of such alternative arrangement. If the Parties can not reach a resolution under Section 3.5, either Party may require that the affected Services be discontinued in which case the Charges for Services will be equitably adjusted to account for such discontinuation.
Contingent Arrangements. The following alternative approaches shall apply in the event CoreLogic is unable to obtain the corresponding Required Consent despite using commercially reasonable efforts. If CoreLogic is unable to obtain a Required Consent with respect to CoreLogic’s licensed Third Party Software, Supplier shall, at CoreLogic’s expense and with CoreLogic’s consent: (a) replace the CoreLogic license for such Third Party Software with a Supplier license; (b) replace such Third Party Software with other Software offering equivalent features and functionality; or (c) assist CoreLogic in securing the right for Supplier to manage the CoreLogic licensed Third Party Software on behalf of CoreLogic. Without limiting the foregoing, if such alternative approaches are required, the Parties shall equitably adjust the terms and the prices specified in this Agreement to reflect any additional costs being incurred by CoreLogic or Supplier and any Services not being received by CoreLogic and the Eligible Recipients.
