Continued Provision of Services. Unless agreed otherwise in writing by Viterra and the Client, if the Client:
Continued Provision of Services. UPC shall provide or cause to be provided the Data Center Services, the Agilink Services, and the Office Space and Related Equipment and Services (collectively, the “Services”) to Overnite and its subsidiaries pursuant to the terms and conditions set forth herein. UPC shall provide Services of at least the same nature and quality as the similar services that it has provided to OTC during the year prior to the Effective Date of this Agreement, and shall perform the Services with at least the same degree of care, skill, timeliness and prudence that it exercises with respect to its own operations. The provision of Agilink Services will be governed solely by the Agilink Letter. The availability of the systems used in providing the Data Center Services and UPC’s response times related to provision of the Data Center Services shall meet or exceed the standards to be agreed to between UPC and Overnite. UPC agrees to cooperate in good faith with Overnite to plan and evaluate upgrades related to the Data Center Services and the relocation of OTC’s data center to Richmond, Virginia. In the event that Overnite requires any additional services not contemplated hereby, Overnite shall deliver a written request for such services, and UPC will determine in its sole judgment whether it will provide such additional requested services. The rate for such additional services shall be determined in accordance with Section 6 of this Agreement.
Continued Provision of Services. 10.1 Business Resumption Plan. Exhibit 10.1 sets forth the procedures to be followed with respect to the continued provision of the Services in the event a Service Center, including for the avoidance of doubt any call center used by TPA in providing the Services, is unavailable for use by TPA because it has been destroyed, damaged or is otherwise not available for use (the "Business Resumption Plan") to such an extent that TPA is unable to provide any or all of a portion of the Services. TPA may modify or change the Business Resumption Plan at any time; provided, however, that such change or modification shall be reasonably acceptable to the Customers and shall not materially adversely affect TPA's ability to restore the Services. TPA shall (1) notify the Customers of any material change or modification in the Business Resumption Plan, (2) test the Business Resumption Plan at least once every calendar year during the Initial Term, the Renewal Term, if any, and the Transfer Assistance Period, if any, and promptly advise the Customers of the test results, (3) consult with the Customers regarding the priority to be given to the Services during the pendency of any such disaster and (4) not be excused from implementing the Business Resumption Plan as a result of the events described in Section 10.2.
Continued Provision of Services. 7.01 Disaster Recovery Plan As part of Services, TM VENDORS shall (1) develop and submit to AMEX for AMEX's consideration a Disaster Recovery Plan (the "DRP") within 20 business days of the Effective Date that meets or exceeds the requirements set forth in Exhibit E, (2) periodically update and test the operability of the DRP in effect at that time, (3) upon AMEX's request, certify to AMEX that the DRP is fully operational at least once a year and (4) immediately provide AMEX with notice of a disaster and implement the DRP upon the occurrence of a disaster at a TM VENDORS Service Location or otherwise affecting the provisions or receipt of the Services (a "Disaster"). TM VENDORS shall use its best efforts to reinstitute the Services within four (4) hours of the occurrence of a Disaster but, in any event, shall reinstitute the Services within twenty-four (24) hours of each occurrence. In the event TM VENDORS provides the Services from a business recovery center for more than thirty (30) days, AMEX may terminate this Agreement for cause upon notice to CREDITCOMM.
Continued Provision of Services. 8.01 Disaster Recovery Plan. Exhibit H sets forth the procedures to be followed with respect to the continued provision of the Customer Services and the Additional Services in the event the Service Center is unavailable for use by Liberty because it has been destroyed, damaged or is otherwise not available for use (the "Disaster Recovery Plan") to such an extent that Liberty is unable to provide a substantial portion or all of the Customer Services or the Additional Services. Liberty may modify or change the Disaster Recovery Plan at any time; provided, however, that such change or modification shall be reasonably acceptable to Customer and shall not materially adversely affect Liberty's ability to restore the Customer Services or the Additional Services. Liberty shall (1) notify Customer of any material change or modification in the Disaster Recovery Plan, (2) test the Disaster Recovery Plan at least once every calendar year during the Term or the Renewal Term, (3) consult with Customer regarding the priority to be given to the Customer Services and the Additional Services during the pendency of any such disaster and (4) not be excused from implementing the Disaster Recovery Plan as a result of the events described in Section 8.02.
Continued Provision of Services. 11.1. Throughout the Exit Period, the Provider shall continue to devote such time and resources to the continued provision of the Services as is required so as to ensure that there is no disruption to the Services and no reduction in Service Levels or the quality of the Services, to the extent that such Services are not being reduced or varied by agreement in readiness for the transfer of the Services during or at the end of the Exit Period; and
Continued Provision of Services. The provisions of Article 28 of the Master Agreement are hereby incorporated by reference into this Country Agreement, mutatis mutandis. 7 Country Agreement (Pro Forma)
Continued Provision of Services. 16.1 DISASTER RECOVERY PLAN. PacifiCare's current disaster recovery plans (collectively, the "DRP") are set forth in Schedule 16.1, which DRP shall be effective under this Agreement until PacifiCare approves of any successor DRP to be developed pursuant to this Section 16.1. Promptly following the Effective Date, Supplier shall: (a) evaluate PacifiCare's current DRP and submit recommended DRP improvements for PacifiCare's review and approval and, if PacifiCare approves of the DRP improvements, implement a revised DRP acceptable to PacifiCare [...***...], or within another time period agreed to by the Parties; (b) update and test the operability of the DRP [...***...] during the Term; and, (c) during the period in which Supplier will provide disaster recovery services in lieu of the services that are provided under [...***...] certify in writing to PacifiCare [...***...] during the Term that the DRP is in place and executable in accordance with its terms. Supplier shall immediately notify PacifiCare of the occurrence of events that Supplier becomes aware of that could reasonably be considered a disaster (as defined in the DRP) and implement the DRP upon the declaration of a disaster by PacifiCare in *CONFIDENTIAL TREATMENT REQUESTED accordance with the DRP. Without limiting Supplier's other obligations under this Agreement, including the Service Levels, in the event of an interruption in services described as "critical" in Schedule 16.1 ("CRITICAL SERVICES"), Supplier shall use all reasonable efforts to reinstate the Critical Services as promptly as possible, but in any event within the number of hours identified in Schedule 16.1 with respect to each of the Critical Services. In the event of a disaster (as such term is defined in the DRP), PacifiCare shall continue to pay the then-current Base Fees, and Supplier shall not increase its Fees under this Agreement or charge PacifiCare usage or other incremental fees in addition to the Base Fees or the Variable Fees.
Continued Provision of Services. After termination of this Agreement for any reason, AFA shall, on written request by the Partnership, continue to furnish the services to the Partnership on the same terms for up to an additional 90 calendar days from the date of termination (in which event AFA shall be compensated as provided in this Agreement) and shall assist with the transfer of the Services to a new adviser or to the Partnership (or one or more of its Affiliates). In such circumstances, (i) AFA shall cooperate with the reasonable requests of the Partnership in order facilitate the transition of the Services and (ii) AFA shall be compensated for such Services notwithstanding the provisions of Section 13(d) above.
Continued Provision of Services. The Parties will continue performing their Agreement obligations during any dispute process, unless the dispute issue directly involves performance. Payment disputes will not preclude performance. A dispute will not affect either Party’s termination rights stated in Article 4.
