Common use of Superseding Provisions Clause in Contracts

Superseding Provisions. Notwithstanding anything to the contrary contained in this Agreement: (a) no Provider shall be required hereunder to take any action (including by providing any Services) that would constitute, or that the Provider reasonably believes would constitute, (i) a violation of Applicable Law, including any requirement of any Governmental Body, (ii) without prejudice to Section 2.01(c), a breach of such Provider’s contractual obligations, where such contract was entered into prior to the Commencement Date or (iii) any (b) no Provider shall be required hereunder to fund the Services or otherwise provide financial support, benefits or other consideration on the Recipient’s behalf to third parties, and the obligation to perform any Service involving funds shall be subject to the Recipient having previously made such funds available to the Provider specifically for such purpose; (c) any obligation to provide Services or otherwise undertake activities hereunder shall be limited to the Provider’s use of good faith and all reasonable endeavours (other than the obligations set out in Section 2.05(d)); and (d) the Provider shall not be responsible for any failure to provide Services hereunder to the extent arising from (i) the Recipient’s operations or systems or otherwise by the acts or omissions of the Recipient or individuals acting on its behalf or (ii) subject to the other party’s obligation to assist the other party in relation to any third party provider under the TSAs as set out in Section 2.01(c), a third party’s failure to provide such Services or (iii) the failure of Recipient or its Affiliates to provide Services to Provider.

Superseding Provisions. Notwithstanding anything to the contrary contained in this Agreement: (a) no Provider shall be required hereunder to take any action (including by providing any Services) that would constitute, or that the Provider reasonably believes would constitute, (i) a violation of Applicable applicable Law, including any requirement of any Governmental Body, (ii) without prejudice to Section 2.01(c), a breach of such Provider’s contractual obligations, where such contract was entered into prior to the Commencement Date obligations or (iii) anyany other violation of a third party’s rights; provided that in each of the foregoing circumstances the Provider shall use reasonable efforts to work around the impediment and endeavor to provide Services in a manner that does not violate Law, contractual obligations or third party rights; (b) no Provider shall be required hereunder to fund the Services or otherwise provide financial support, benefits or other consideration on the Recipient’s behalf to third parties, or to take custody of, settle, clear or handle securities, in connection with the Services, and the obligation to perform any Service involving funds shall be subject to the Recipient having previously made such funds available to the Provider specifically for such purpose; (c) any obligation to provide Services or otherwise undertake activities hereunder shall be limited to the Providerparty’s use of good faith and all commercially reasonable endeavours (other than the obligations set out in Section 2.05(d))efforts; and (d) the Provider shall not be responsible for any failure to provide Services hereunder to the extent arising from (i) the Recipient’s operations or systems or otherwise by the acts or omissions of the Recipient or individuals acting on its behalf or (ii) subject to the other party’s obligation to assist the other party in relation to any third party provider under the TSAs as set out in Section 2.01(c), a third party’s failure to provide such Services or (iii) the failure of Recipient or its Affiliates to provide Services to Provider.

Superseding Provisions. Notwithstanding anything to the contrary contained in this Agreement: (a) no Provider shall be required hereunder to take any action (including by providing any Services) that would constitute, or that the Provider reasonably believes would constitute, (i) a violation of Applicable applicable Law, including any requirement of any Governmental Body, (ii) without prejudice to Section 2.01(c), a breach of such Provider’s contractual obligations, where such contract was entered into prior to the Commencement Date obligations or (iii) anyany other violation of a third party’s rights; provided that in each of the foregoing circumstances the Provider shall use reasonable efforts to work around the impediment and endeavor to provide Services in a manner that does not violate Law, contractual obligations or third party rights; (b) no Provider shall be required hereunder to fund the Services or otherwise provide financial support, benefits or other consideration on the Recipient’s behalf to third parties, or to take custody of, settle, clear or handle securities, in connection with the Services, and the obligation to perform any Service involving funds shall be subject to the Recipient having previously made such funds available to the Provider specifically for such purpose; (c) any obligation to provide Services or otherwise undertake activities hereunder shall be limited to the Providerparty’s use of good faith and all commercially reasonable endeavours (other than the obligations set out in Section 2.05(d))efforts; and (d) the Provider shall not be responsible for any failure to provide Services hereunder to the extent arising from (i) the Recipient’s operations or systems or otherwise by the acts or omissions of the Recipient or individuals acting on its behalf or behalf, (ii) subject to the other party’s obligation to assist the other party in relation to any third party provider under the TSAs as set out in Section 2.01(c), a third party’s failure to provide such Services or (iii) the failure of Recipient or its Affiliates to provide Services to Provider.