Common use of Supplier Excused Performance Clause in Contracts

Supplier Excused Performance. Supplier’s failure to perform its obligations under this Agreement (including meeting the Service Levels) shall be excused only if and to the extent such Supplier non-performance is caused by (i) the wrongful or tortious actions of an Eligible Recipient or a Third Party Contractor performing obligations on behalf of Ascension Health under this Agreement (unless and to the extent, as to Third Party Contractors, such failure is attributable to Supplier’s failure to properly manage such Third Party Contractor), (ii) a Force Majeure Event, or (iii) the failure of an Eligible Recipient or such a Third Party Contractor to perform Ascension Health’s expressly specified obligations under this Agreement, but only if (A) Supplier expeditiously gives Ascension Health notice of such wrongful or tortious action or failure to perform (which notice shall describe in reasonable detail Supplier’s inability to perform under such circumstances, (B) Supplier provides Ascension Health with every reasonable opportunity to correct such wrongful or tortious action or failure to perform and thereby avoid such Supplier non-performance, (C) Supplier identifies and pursues all commercially reasonable means to avoid or mitigate the impact of such wrongful or tortious action or failure to perform, (D) Supplier uses commercially reasonable efforts to perform notwithstanding such wrongful or tortious action or failure to perform, and (E) Supplier conducts a Root Cause Analysis and thereby demonstrates that such wrongful or tortious action or failure to perform is the cause of Supplier’s non-performance. Supplier acknowledges and agrees that the circumstances described in this Section 10.2, together with Section 9.14, are the only circumstances in which its failure to perform its obligations under this Agreement (including meeting the Service Levels) will be excused and that Supplier will not assert any other act or omission of an Eligible Recipient or a Third Party Contractor as excusing any such failure on Supplier’s part.

Supplier Excused Performance. Supplier’s failure to perform its obligations under this Agreement (including meeting the Service Levels) shall be excused only if and to the extent such Supplier non-performance is caused by (i) the wrongful or tortious actions of an Eligible Recipient or a Third Party Contractor performing obligations on behalf of Ascension Health under this Agreement (unless and to the extent, as to Third Party Contractors, such failure is attributable to Supplier’s failure to properly manage such Third Party Contractor), (ii) a Force Majeure Event, or (iii) the failure of an Eligible Recipient or such a Third Party Contractor to perform Ascension Health’s expressly specified obligations under this AgreementAgreement or (iv) any Ascension Health Controlled Non-Compliance), but only if (A) Supplier expeditiously gives Ascension Health notice of such wrongful or tortious action or failure to perform (which notice shall describe in reasonable detail Supplier’s inability to perform under such circumstances, (B) Supplier provides Ascension Health with every reasonable opportunity to correct such wrongful or tortious action or failure to perform and thereby avoid such Supplier non-performance, (C) Supplier identifies and pursues all commercially reasonable means to avoid or mitigate the impact of such wrongful or tortious action or failure to perform, (D) Supplier uses commercially reasonable efforts to perform notwithstanding such wrongful or tortious action or failure to perform, and (E) Supplier conducts a Root Cause Analysis and thereby demonstrates that such wrongful or tortious action or failure to perform is the cause of Supplier’s non-performance. ; provided that the foregoing clauses (A) through (E) shall not apply with respect to the foregoing clause (iv).. Supplier acknowledges and agrees that the circumstances described in this Section 10.2, together with Section 9.14, are the only circumstances in which its failure to perform its obligations under this Agreement (including meeting the Service Levels) will be excused and that Supplier will not assert any other act or omission of an Eligible Recipient or a Third Party Contractor as excusing any such failure on Supplier’s part. 11.

Supplier Excused Performance. Supplier’s failure to perform its obligations under this Agreement (including meeting the Service Levels) or the Policy and Procedures Manual shall be excused only if and to the extent such Supplier non-performance is caused by (i) the wrongful or tortious *** actions of an Eligible Recipient or a Third Party Contractor *** performing obligations on behalf of Ascension Health CoreLogic under this Agreement (unless and to the extent, as to Third Party Contractors***, such failure is attributable to Supplier’s failure to properly manage such Third Party Contractor***), (ii) a Force Majeure Event, or (iiiii) the failure of an Eligible Recipient or such a Third Party Contractor *** to perform Ascension Health’s expressly specified *** obligations under this Agreement, but only if (A) Supplier expeditiously gives Ascension Health notice notifies CoreLogic of such wrongful or tortious action or failure to perform (which notice shall describe and describes in reasonable detail the reason for Supplier’s inability to perform under such circumstances, (B) Supplier provides Ascension Health CoreLogic with every a reasonable opportunity to correct such wrongful or tortious action or failure to perform and thereby avoid such Supplier non-performance, (C) Supplier identifies and pursues all commercially reasonable means to avoid or mitigate the impact of such wrongful or tortious action or failure to perform, (D) Supplier uses commercially reasonable efforts to perform notwithstanding such wrongful or tortious action or failure to perform, and (E) Supplier conducts a Root Cause Analysis and thereby demonstrates that such wrongful or tortious action or failure to perform is the cause of Supplier’s non-performance. With respect to clauses (C) and (D) only (and without limiting Supplier’s obligations therein), if Supplier anticipates that its exercise of commercially reasonable efforts described therein would require activities that would result in significant additional expense to Supplier, prior to incurring such expense, Supplier shall notify CoreLogic and provide a description of the proposed activities and associated significant expense, and CoreLogic shall have the right in its sole discretion to (x) require Supplier to exercise such efforts, whereby CoreLogic shall be financially responsible for such significant expense or (y) elect to have Supplier forego the efforts that are anticipated to result in a significant expense for Supplier, in which case Supplier shall not be obligated to perform such efforts. If CoreLogic elects to require Supplier to exercise such efforts pursuant to clause (x) above, Supplier shall use commercially reasonable efforts to minimize expenses associated with such efforts. Supplier acknowledges and agrees that the circumstances described in this Section 10.2, together with Section 9.14*** and any other excuse of performance expressly set forth in an applicable Supplement, are the only circumstances *** in which its failure to perform *** its obligations under this Agreement (including meeting the Service Levels) will be excused *** and that Supplier will not assert *** any other act or omission of an Eligible Recipient or a Third Party Contractor *** as excusing *** any such failure on Supplier’s part***.