Critical Services Clause Samples

Critical Services. Without limiting DIR's rights under Section 13.1 Termination for Cause, if Successful Respondent commits a material breach which has a significant impact on the ability of DIR or any DIR Customer to conduct a material aspect of its operations, and Successful Respondent is unable to cure such breach within forty-eight (48) hours, DIR may, in addition to its other remedies at Law and in equity, obtain from a third party or provide for itself comparable services which shall allow DIR and the DIR Customers to conduct their operations until Successful Respondent has cured the breach or this Agreement is terminated. Successful Respondent shall reimburse DIR for all costs and expenses of obtaining or providing such services up to the Charges actually paid to Successful Respondent for the Services with respect to the period of non-performance but in no event longer than the earlier to occur of (1) one hundred twenty (120) days from the start of such delay or (2) the remaining Term, provided that DIR continues to pay Successful Respondent for such Charges. The express inclusion of this remedy in this Section does not limit DIR's right to use a similar remedy for other breaches by Successful Respondent of this Agreement.

Critical Services. The parties acknowledge that the performance of the Services will be critical to the operations of Equifax and its Affiliates. Accordingly, notwithstanding any other provision in this Agreement to the contrary, except Sections 3.16 and 4.04c and except for an intentional breach of Article 9, PwCES shall not voluntarily withhold the provision of the Services under any circumstances.

Critical Services. Without limiting Amdocs rights under Section 22.1, if Subcontractor commits a material breach which prevents or materially degrades [**]’s ability to conduct, perform and support a [**] hours of written notice from Amdocs, Amdocs may, in addition to its other remedies under this Agreement, at law, and in equity, obtain from a third party or provide for itself services which will allow Amdocs to conduct its business without material degradation until Subcontractor has cured the breach or this Agreement is terminated. During such period, Amdocs shall continue to pay Subcontractor the applicable undisputed fees. Subcontractor shall reimburse Amdocs for all costs and expenses of obtaining or providing such services. The express inclusion of this remedy in this Section 20 does not limit Amdocs’s right to use a similar remedy for other breaches by Subcontractor of this Agreement.

Critical Services. Without limiting Kraft’s rights under Section 20.1, if Supplier commits a material breach which has a significant impact on the ability of Kraft or the Eligible Recipients to conduct a material aspect of their businesses, and Supplier is unable to cure such breach within * * *, Kraft may, in addition to its other remedies at law and in equity, obtain from a third party or provide for itself services which will allow Kraft or the Eligible Recipients to conduct their businesses until Supplier has cured the breach or this Agreement is terminated. Supplier shall reimburse Kraft for all costs and expenses of obtaining or providing such services, at Kraft’s election, for up to six * * * after Supplier has notified Kraft in writing that Supplier will be unable to resume performance of the affected Services, which notice may not be given until after the commencement of the breach. The express inclusion of this remedy in this Section 20.7 does not limit Kraft’s right to use a similar remedy for other breaches by Supplier of this Agreement.

Critical Services. Without limiting UICI's rights under SECTION 20.1, if Insurdata commits a material breach which has a significant impact on UICI's ability to perform a material function required by UICI's business, and Insurdata is unable to provide a reasonable workaround or functionally cure such breach within three (3) UICI business days, or such longer period if such breach requires disaster recovery services as soon as such services are available, UICI may, in addition to its other remedies at law and in equity, obtain from a third party or provide for itself such services which will allow UICI to conduct UICI's business until Insurdata has cured the breach or this Agreement is terminated. To the extent UICI continues to pay the Charges to Insurdata which cover the same portion of the Services as are being provided by the third party during the period of breach, Insurdata shall reimburse UICI for all costs and expenses of obtaining or providing such services for up to one hundred eighty (180) days. The express inclusion of this remedy in this SECTION 20.2 does not limit UICI's right to use a similar remedy for other breaches by Insurdata of this Agreement.

Critical Services. Without limiting ACE's rights under Section 20.1, if IBM commits a ------------ material breach which has a significant impact on ACE's ability to perform a material function required by ACE's business, and IBM is unable to provide a reasonable workaround or functionally cure such breach within three (3) ACE business days, or such longer period if such breach requires disaster recovery services as soon as such services are available, ACE may, in addition to its other remedies at law and in equity, obtain from a third party or provide for itself such services which will allow ACE to conduct ACE's business until IBM has cured the breach or this Agreement is terminated. To the extent ACE continues to pay the Annual Service Charges to IBM during the period of breach, IBM shall reimburse ACE for all costs and expenses of obtaining or providing such services for up to one hundred eighty (180) days.. The express inclusion of this remedy in this Section 20.2 does not ------------ limit ACE's right to use a similar remedy for other breaches by IBM of this Agreement.

Critical Services. ‌ Without limiting DIR's rights under Section 20.1, if Service Provider commits a material breach which has a significant impact on the ability of DIR or any DIR Customer to conduct a material aspect of its operations, and Service Provider is unable to cure such breach within forty-eight (48) hours, DIR may, in addition to its other remedies at Law and in equity, obtain from a third party or provide for itself comparable services which shall allow DIR and the DIR Customers to conduct their operations until Service Provider has cured the breach or this Agreement is terminated. Service Provider shall reimburse DIR for all costs and expenses of obtaining or providing such services up to the Charges actually paid to Service Provider for the Services with respect to the period of non-performance but in no event longer than the earlier to occur of (a) 180 days from the start of such delay, or (b) the remaining Term, provided that DIR continues to pay Service Provider for such Charges. The express inclusion of this remedy in this Section 20.7 does not limit DIR's right to use a similar remedy for other breaches by Service Provider of this Agreement.

Critical Services. Notwithstanding anything contained herein to the contrary, in the event that Critical Services, as defined below, are not available to Tenant, and as a direct result of Tenant’s loss of such Critical Services causes all of the Premises to become unusable or access

Critical Services. If a Force Majeure Event substantially prevents or delays performance of any Services, Hawaiian Telcom, at its sole discretion, may procure the Services from an alternate source at Hawaiian Telcom’s expense. If Accenture is unable to resume performing any affected Critical Services within ten (10) consecutive calendar days after the Force Majeure Event commenced, Hawaiian Telcom, in its sole discretion, may (i) terminate any portion of this Agreement (or the Services) that is materially affected by the nonperformance and the Charges for the remaining Services shall be equitably adjusted; or (ii) terminate the applicable SOW, in each case with the payment of Accenture’s Wind-Down Costs and as of the date specified in Hawaiian Telcom’s notice. For purposes of this Agreement, a “Critical Service” shall mean a function or service that is identified in an SOW as a Critical Service, or for which a Critical Service Level applies, or which, if not available, would adversely affect Hawaiian Telcom’s business in a material respect.