Common use of Contingent Arrangements Clause in Contracts

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, [ * * * ] may terminate the affected [ * * * ] of any [ * * * ]. Except as otherwise expressly provided herein, the failure to obtain any Required Consent shall not relieve Supplier of its obligations under this Agreement and [ * * * ] shall not be entitled to any [ * * * ] in connection with [ * * * ] any Required Consent or implementing any alternative approach.

Contingent Arrangements. If, despite using commercially reasonable efforts, Supplier is unable to obtain a Required Consent with Kraft's ’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 ’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 ’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, [ * * * ] may terminate the affected [ * * * ] of any [ * * * ]*. Except as otherwise expressly provided herein, the failure to obtain any Required Consent shall not relieve Supplier of its obligations under this Agreement and [ * * * ] shall not be entitled to any [ * * * ] in connection with [ * * * ] any Required Consent or implementing any alternative approach.

Contingent Arrangements. If, despite using all commercially reasonable efforts, Supplier is unable to obtain a Required Consent with Kraft's reasonable cooperation, with respect to Kraft Hercules licensed Third Party Software, Supplier shall, at Supplier’s Hercules' option and with Kraft’s approval (which shall not be unreasonably withheld)Hercules' consent, (i) replace the Kraft Hercules 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 Hercules licensed Third Party Software on behalf of KraftHercules. If, despite using all commercially reasonable efforts with Kraft's reasonable cooperationefforts, Supplier is unable to obtain a Required Consent with respect to any other Kraft Hercules Third Party Contract, then, unless and until such Required Consent is obtained, Supplier shall manage such Third Party Contract on Kraft’s Hercules' 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 Hercules' place. If, despite using all commercially reasonable efforts with Kraft's reasonable cooperationefforts, 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 Hercules' 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 ninety (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)Date, the Parties will shall equitably adjust the terms and reduce the prices specified in this Agreement to reflect any additional costs being incurred by Kraft Hercules and any Services not being received by Kraft Hercules 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, [ * * * ] may terminate the affected [ * * * ] of any [ * * * ]. Except as otherwise expressly provided herein, the failure to obtain any Required Consent shall not relieve Supplier of its obligations under this Agreement and [ * * * ] Supplier shall not be entitled to any [ * * * ] additional compensation or reimbursement amounts in connection with [ * * * ] obtaining or failing to obtain any Required Consent or implementing any alternative approach. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Contingent Arrangements. If, despite using commercially reasonable efforts, Supplier *** is unable to obtain a Required Consent with Kraft's reasonable cooperation*** assistance as provided in this Article 5, with respect to Kraft Allegheny-licensed Third Party Software, Supplier Service Provider shall, at SupplierAllegheny’s option and with KraftAllegheny’s approval (which shall not be unreasonably withheld)consent, (i) replace the Kraft Allegheny license for such Third Party Software with a Supplier Service Provider license; , (ii) replace such Third Party Software with other Software offering equivalent features and functionality, or (iii) secure the right to manage the Kraft Allegheny licensed Third Party Software on behalf of KraftAllegheny. If, despite using commercially reasonable efforts efforts, Service Provider, with Kraft's reasonable cooperationAllegheny’s assistance, Supplier is unable to obtain a Required Consent with respect to any other Kraft Allegheny Third Party Contract, then, unless and until such Required Consent is obtained, Supplier Service Provider shall manage such Third Party Contract on KraftAllegheny’s behalf and perform all obligations and enforce all rights under such Third Party Contract as if Supplier Service Provider were a party to the agreement in KraftAllegheny’s place. If, despite using commercially reasonable efforts with Kraft's reasonable cooperationefforts, management of such Third Party Contract is not legally or contractually possible or Supplier Service Provider, with Allegheny’s assistance, is unable to obtain any other Required Consent, Supplier Service Provider shall use all commercially reasonable efforts to determine and adopt, subject to KraftAllegheny’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 one hundred twenty (120) 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)Date, the Parties will equitably adjust the terms and reduce the prices specified in this Agreement to reflect any additional costs being incurred by Kraft Allegheny and any Services not being received by Kraft Allegheny and the Eligible Recipients. In addition, if Supplier Service Provider, with Allegheny’s assistance, fails to obtain any Required Consent within 90 one hundred twenty (120) 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 Allegheny or the Eligible Recipients, [ * * * ] Allegheny may terminate the any affected [ * * * ] portions of this Agreement or affected Service Category without payment of any [ * * * ]Termination Charges. Except as otherwise expressly provided herein, the failure to obtain any Required Consent shall not relieve Supplier Service Provider of its obligations under this Agreement and [ * * * ] Service Provider shall not be entitled to any [ * * * ] additional compensation or reimbursement amounts in connection with [ * * * ] obtaining or failing to obtain any Required Consent or implementing any alternative approach.