Common use of Replacement Agreements Clause in Contracts

Replacement Agreements. Service Provider warrants that all contracts entered into by Service Provider after the Effective Date with a Third-Party Vendor that replace an expired, cancelled or terminated [***]* or Assigned Agreement or [***]* (“Replacement Agreements”) will be with reputable entities. In addition, Service Provider agrees that a proposed Replacement Agreement will be subject to Client’s consent if the proposed new Third-Party Vendor is [***]*, or if the Third-Party Vendor Contract is [***]* of the applicable Service Agreement [***]* Third Party Vendor Contract, or if Client notifies Service Provider as part of the TPO Savings Committee planning process that Client and/or Client Affiliate is [***]* Third Party Vendor. In the event the Third-Party Vendor Contract is notated [***]* Service Provider’s replacement of such Third Party Vendor Contract with a Replacement Agreement is subject to the stated conditions in Schedule D. Neither the quality or performance of the Services or Service Levels shall be diminished from the predecessor Third Party Vendor Contract, nor the Charges payable by Client increased in excess of market conditions (as reasonably demonstrated by Service Provider using reasonable vendor management and sourcing approaches consistent with Schedules A and C of the applicable Service Agreement), except upon notice to Client according to the governance regime of the TPO Savings Committee. In the event Service Provider replaces an expired, cancelled or terminated Assigned Agreement or Managed Agreement or Retained Agreement or Replacement Agreement, Service Provider will use Commercially Reasonable Efforts to obtain in each Replacement Agreement specific to Client Group the following provisions: (i) a provision for [***]* to Client or Client Affiliate at [***]* in the event of termination of this Agreement; and (ii) a [***]* under which Service Provider shall continue to have the benefit of the Replacement Agreement to provide the Services to Client Group while the arrangement [***]* to Client or Client Affiliate.

Replacement Agreements. Service Provider warrants that all contracts entered into by Service Provider after the Effective Date with a Third-Party Vendor that replace an expired, cancelled or terminated [***]* or Assigned Agreement or [***]* (“Replacement Agreements”) will be with reputable entities. In addition, Service Provider agrees that a proposed Replacement Agreement will be subject to Client’s consent if the proposed new Third-Party Vendor is [***]*, or if the Third-Party Vendor Contract is [***]* of the applicable Service Agreement [***]* Third Party Vendor Contract, or if Client notifies Service Provider as part of the TPO Savings Committee planning process that Client and/or Client Affiliate is [***]* Third Party Vendor. In the event the Third-Party Vendor Contract is notated [***]* *, Service Provider’s replacement of such Third Party Vendor Contract with a Replacement Agreement is subject to the stated conditions in Schedule D. Neither the quality or performance of the Services or Service Levels shall be diminished from the predecessor Third Party Vendor Contract, nor the Charges payable by Client increased in excess of market conditions (as reasonably demonstrated by Service Provider using reasonable vendor management and sourcing approaches consistent with Schedules A and C of the applicable Service Agreement), except upon notice to Client according to the governance regime of the TPO Savings Committee. In the event Service Provider replaces an expired, cancelled or terminated Assigned Agreement or Managed Agreement or Retained Agreement or Replacement Agreement, Service Provider will use Commercially Reasonable Efforts to obtain in each Replacement Agreement specific to Client Group the following provisions: (i) a provision for [***]* to Client or Client Affiliate at [***]* no cost in the event of termination of this Agreement; and (ii) a [***]* under which Service Provider shall continue to have the benefit of the Replacement Agreement to provide the Services to Client Group while the arrangement [***]* to Client or Client Affiliate.