Common use of Contingent Arrangements Clause in Contracts

Contingent Arrangements. If, despite using commercially reasonable efforts, *** is unable to obtain a Required Consent with *** assistance as provided in this Article 5, with respect to Allegheny-licensed Third Party Software, Service Provider shall, at Allegheny’s option and with Allegheny’s consent, (i) replace the Allegheny license for such Third Party Software with a 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 Allegheny licensed Third Party Software on behalf of Allegheny. If, despite using commercially reasonable efforts, Service Provider, with Allegheny’s assistance, is unable to obtain a Required Consent with respect to any other Allegheny Third Party Contract, then, unless and until such Required Consent is obtained, Service Provider shall manage such Third Party Contract on Allegheny’s behalf and perform all obligations and enforce all rights under such Third Party Contract as if Service Provider were a party to the agreement in Allegheny’s place. If, despite using commercially reasonable efforts, management of such Third Party Contract is not legally or contractually possible or Service Provider, with Allegheny’s assistance, is unable to obtain any other Required Consent, Service Provider shall use commercially reasonable efforts to determine and adopt, subject to Allegheny’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 one hundred twenty (120) days following the Commencement Date, the Parties will equitably adjust the terms and reduce the prices specified in this Agreement to reflect any additional costs being incurred by Allegheny and any Services not being received by Allegheny and the Eligible Recipients. In addition, if Service Provider, with Allegheny’s assistance, fails to obtain any Required Consent within one hundred twenty (120) days after the Commencement Date and such failure has a material adverse impact on the use or enjoyment of such Services by Allegheny or the Eligible Recipients, Allegheny may terminate 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 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.

Contingent Arrangements. If, despite using all commercially reasonable efforts, *** Supplier is unable to obtain a Required Consent with *** assistance as provided in this Article 5Consent, with respect to Allegheny-New Century licensed Third Party Software, Service Provider Supplier shall, at AlleghenyNew Century’s option and with AlleghenyNew Century’s consent, (i) replace the Allegheny New Century license for such Third Party Software with a Service Provider Supplier license, ; (ii) replace such Third Party Software with other Software offering equivalent substantially similar features and functionality, or (iii) secure the right for Supplier to manage the Allegheny New Century licensed Third Party Software on behalf of AlleghenyNew Century. In the event of (i) or (ii), New Century shall reimburse Supplier for the charges for such Third Party Software to the extent they are equal to or less than the charges for which New Century would have been responsible had the Required Consent been obtained. If, despite using all commercially reasonable efforts, Service Provider, with Allegheny’s assistance, Supplier is unable to obtain a Required Consent with respect to any other Allegheny New Century Third Party Contract, then, unless and until such Required Consent is obtained, Service Provider Supplier shall manage such Third Party Contract on AlleghenyNew Century’s behalf and perform all obligations and enforce all rights under such Third Party Contract as if Service Provider Supplier were a party to the agreement in AlleghenyNew Century’s place. If, despite using commercially reasonable efforts, management of such Third Party Contract is not legally or contractually possible or Service Provider, with Allegheny’s assistance, Supplier is unable to obtain any other Required Consent, Service Provider the Parties shall use discuss and agree upon commercially reasonable efforts to determine and adopt, subject to Allegheny’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 one hundred twenty (120) days following the Commencement Date, the Parties will equitably adjust the terms and reduce the prices specified in this Agreement to reflect any additional costs being incurred by Allegheny and any Services not being received by Allegheny and the Eligible Recipients. In addition, if Service Provider, with Allegheny’s assistance, fails to obtain any Required Consent within one hundred twenty (120) days after the Commencement Date and such failure has a material adverse impact on the use or enjoyment of such Services by Allegheny or the Eligible Recipients, Allegheny may terminate 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 Service Provider Supplier of its obligations under this Agreement and Service Provider 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.

Contingent Arrangements. If, despite using all commercially reasonable efforts, *** Supplier is unable to obtain a Required Consent with *** assistance as provided in this Article 5, with respect to Allegheny-Hercules licensed Third Party Software, Service Provider Supplier shall, at Allegheny’s Hercules' option and with Allegheny’s Hercules' consent, (i) replace the Allegheny Hercules license for such Third Party Software with a Service Provider Supplier license, ; (ii) replace such Third Party Software with other Software offering equivalent features and functionality, or (iii) secure the right to manage the Allegheny Hercules licensed Third Party Software on behalf of AlleghenyHercules. If, despite using all commercially reasonable efforts, Service Provider, with Allegheny’s assistance, Supplier is unable to obtain a Required Consent with respect to any other Allegheny Hercules Third Party Contract, then, unless and until such Required Consent is obtained, Service Provider Supplier shall manage such Third Party Contract on Allegheny’s Hercules' behalf and perform all obligations and enforce all rights under such Third Party Contract as if Service Provider Supplier were a party to the agreement in Allegheny’s Hercules' place. If, despite using all commercially reasonable efforts, management of such Third Party Contract is not legally or contractually possible or Service Provider, with Allegheny’s assistance, Supplier is unable to obtain any other Required Consent, Service Provider Supplier shall use all commercially reasonable efforts to determine and adopt, subject to Allegheny’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 one hundred twenty ninety (12090) days following the Commencement 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 Allegheny Hercules and any Services not being received by Allegheny Hercules and the Eligible Recipients. In addition, if Service Provider, with Allegheny’s assistance, fails to obtain any Required Consent within one hundred twenty (120) days after the Commencement Date and such failure has a material adverse impact on the use or enjoyment of such Services by Allegheny or the Eligible Recipients, Allegheny may terminate 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 Service Provider Supplier of its obligations under this Agreement and Service Provider 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 best efforts, *** is unable to obtain a Required Consent with *** assistance as provided in this Article 5, with respect to Allegheny-Allianz licensed Third Party SoftwareSoftware cannot be obtained, Service Provider Supplier shall, at AlleghenyAllianz’s option and with AlleghenyAllianz’s consent, make commercially reasonable efforts to (i) replace the Allegheny Allianz license for such Third Party Software with a Service Provider Supplier license, ; (ii) replace such Third Party Software with other Software offering equivalent features and functionality, or (iii) secure the right to manage the Allegheny Allianz licensed Third Party Software on behalf of AlleghenyAllianz. If, despite using commercially reasonable such efforts, Service Provider, with Allegheny’s assistance, Supplier is unable to obtain a the applicable Required Consent with respect to any other Allegheny Third Party Contract, then, unless and until such Required Consent is obtained, Service Provider Supplier shall manage such Third Party Contract on AlleghenyAllianz’s behalf and perform all obligations and enforce all rights under such Third Party Contract as if Service Provider Supplier were a party to the agreement in AlleghenyAllianz’s place. If, despite using commercially reasonable efforts, management of such Third Party Contract is not legally or contractually possible or Service Provider, with Allegheny’s assistance, Supplier is unable to obtain any other Required Consent, Service Provider Supplier shall use commercially reasonable efforts to determine and adopt, subject to AlleghenyAllianz’s prior approval, such alternative approaches as are necessary and sufficient to provide the Services without such Required Consent. If such alternative approaches are not available or required for a period longer than one hundred twenty ninety (12090) days following the Commencement Effective Date of the applicable Subscription Agreement, Service Description or Statement of Work Effective Date, the Parties will shall equitably adjust the terms and reduce the prices specified in this Agreement or the applicable Subscription Agreement, Service Description or Statement of Work to reflect any additional costs being incurred by Allegheny and any Services not being received by Allegheny Allianz and the Eligible Recipients. In addition, if Service Provider, with Allegheny’s assistance, fails to obtain any Required Consent within one hundred twenty (120) days after the Commencement Date and such failure has a material adverse impact on the use or enjoyment of such Services by Allegheny or the Eligible Recipients, Allegheny may terminate any affected portions of this Agreement or affected Service Category without payment of any Termination Charges. Except as otherwise expressly provided herein, the The failure to obtain any Required Consent for which Supplier is responsible shall not relieve Service Provider Supplier of its obligations under this Agreement or the applicable Subscription Agreement, Service Description or Statement of Work and Service Provider Supplier shall not be entitled to any additional compensation or reimbursement amounts in connection with obtaining or failing to obtain any such Required Consent or implementing any alternative approach...

Contingent Arrangements. If, despite using commercially reasonable efforts, *** Supplier is unable to obtain a Required Consent with *** assistance as provided in this Article 5Kraft’s reasonable cooperation, with respect to Allegheny-Kraft licensed Third Party Software, Service Provider Supplier shall, at AlleghenySupplier’s option and with AlleghenyKraft’s consentapproval (which shall not be unreasonably withheld), (i) replace the Allegheny Kraft license for such Third Party Software with a Service Provider Supplier license, ; (ii) replace such Third Party Software with other Software offering equivalent features and functionality, or (iii) secure the right to manage the Allegheny Kraft licensed Third Party Software on behalf of AlleghenyKraft. If, despite using commercially reasonable effortsefforts with Kraft’s reasonable cooperation, Service Provider, with Allegheny’s assistance, Supplier is unable to obtain a Required Consent with respect to any other Allegheny Kraft Third Party Contract, then, unless and until such Required Consent is obtained, Service Provider Supplier shall manage such Third Party Contract on AlleghenyKraft’s behalf and perform all obligations and enforce all rights under such Third Party Contract as if Service Provider Supplier were a party to the agreement in AlleghenyKraft’s place. If, despite using commercially reasonable effortsefforts with Kraft’s reasonable cooperation, management of such Third Party Contract is not legally or contractually possible or Service Provider, with Allegheny’s assistance, Supplier is unable to obtain any other Required Consent, Service Provider Supplier shall use all commercially reasonable efforts to determine and adopt, subject to AlleghenyKraft’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 one hundred twenty (120) 90 days following the Commencement DateDate (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 Allegheny Kraft and any Services not being received by Allegheny Kraft and the Eligible Recipients. In addition, if Service Provider, with Allegheny’s assistance, Supplier fails to obtain any Required Consent within one hundred twenty (120) 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 Allegheny Kraft or the Eligible Recipients, Allegheny may terminate any * * * the 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 Service Provider Supplier 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.