Alternate Source. In the event the migration is not achieved by a Migration Completion Date due to delays caused by Vendor for reasons within Vendor's control, AMEX may (a) terminate this Agreement, upon notice to Vendor, within [***] days after such failure to meet a Migration Completion Date, without regard to Section 20.02 and (b) procure an alternate source by which to migrate AMEX's remittance processing operations to the location of such alternate source. Notwithstanding the prior sentence, Vendor shall reimburse AMEX for [***] and all [***] expenses incurred in transferring the Services to another vendor or to itself. For the purpose of this Agreement, [***] shall be determined as follows: (Number of days of remittance processing delay as a result of cause(s) within Vendor's control X [***]) X (([***] + [***]%)/365), where the [***] means the [***] as such rate [***] under the heading [***] for the date on which the event giving rise to the delay occurred or, if not so made available by [***]:00 p.m., New York City time on such date, the [***] will be the rate for such date made available and subsequently published in [***] under the heading [***].
Alternate Source. (1) In the event of a disaster or a Force Majeure Event, Customer may procure the Services from an alternate source.
(2) Customer shall consider in good faith any proposal made by Vendor regarding an alternate source provider, provided that the alternate source provider proposed by Vendor is capable of providing the Services at the Service Levels.
(3) If a disaster or Force Majeure Event continues to prevent, hinder or delay the performance of the Services by Vendor for more than 60 days either Party may terminate this Agreement without regard to Section 22.02, as of the date specified by either Party in its termination notice to the other Party.
Alternate Source. Customer may qualify, at its discretion and cost, one or more Third Parties or itself or any of its Affiliates as contract manufacturers of Product (an “Alternate Source”) as it deems necessary or desirable for any reason, and, subject to Customer’s minimum purchase obligations set forth in Section 5.4 of this Agreement, may obtain Product from such Alternate Source. Customer will notify BVL within [*] of any decision to retain and or qualify an Alternate Source in addition to those already qualified. Quantities of Product to be obtained from an Alternate Source will not be included in the Forecasts. Furthermore, Customer’s minimum purchase obligations under this Agreement shall not apply if: (a) BVL has failed to fulfill Customer’s Purchase Orders of Product for a period of more than [*] and such Purchase Orders have been placed according to the terms of this Agreement; (b) BVL does not accept a Purchase Order placed by Customer in accordance with the terms of this Agreement; (c) BVL is not in compliance with Applicable Law with respect to the Facilities or the Manufacture of Product and is unable to cure such non-compliance within thirty (30) days following receipt of written notice from Customer; (d) an event of Force Majeure has occurred which affects or which Customer reasonably believes will affect BVL’s ability to supply Product for a period of at least [*]; or (e) BVL remains in material breach of this Agreement after written notice by Customer and an opportunity to cure such defect pursuant to Section 12.4.
Alternate Source. If any Force Majeure Event prevents, hinders or delays performance of the Services for more than [****] following the applicable RTO time set forth in Exhibit 13, or if the Business Continuity Plan is not activated as required under Article 28(1), (1) Supplier, at Customer Party’s request, shall procure the affected Services from an alternate source from the date of such event until the earlier of the date Supplier resumes performance of the affected Services and the date [****] after the date an alternate source first provides services to replace affected Services in accordance with this Section and (2) until such time that Supplier restores the Services or procures Services from an alternate source in accordance with Section 27.02(1), Customer shall have the option to procure an alternate source. If either Party seeks to identify and procure Services from an alternate source, (a) the Party which identified the alternate source with the earliest planned Service restoration date shall procure the Services from the alternate source in accordance with such alternate source’s planned Service restoration date and (b) if the alternate source which attempts to restore the services in accordance with clause (a) above fails to restore the Services in accordance with the applicable planned Service restoration date, the other Party shall procure the Services from an alternate source. Customer Party shall continue to pay the Fees to Supplier for Services not affected by the Force Majeure Event. Supplier shall invoice Customer for the Fees for the Services affected by the Force Majeure Event in accordance with Section 5.05 of Exhibit 4 while Supplier is seeking an alternate source in accordance with this Section. In the event Supplier has procured the affected Services from an alternate source, Customer shall pay Supplier the Fees for the Services being performed by the alternate source, as calculated in accordance with Exhibit 4, from the date the affected Services are restored until the date [****] after the date such alternate source first provides services to replace affected Services in accordance with this Section. [****].
Alternate Source. If and for so long as any Force Majeure Event prevents, hinders or delays performance of any Service, HireRight may procure part or all of the Services from an alternate source (and HireRight shall be responsible for the fees as set forth in Article 15.03).
Alternate Source. If and for so long as any Force Majeure Event prevents, or substantially hinders or delays, the performance of any critical Service for longer than the recovery period specified in the applicable disaster recovery and business continuation plan, CIGNA may procure part or all of the Services from an alternate source (after consultation with USPG) in which case CIGNA shall have no obligation to compensate USPG for the Services for time period that the Services, or part of them, are procured from an alternate source.
Alternate Source. If any Force Majeure Event or Business Continuity Event prevents, hinders or delays performance of a Service for more than the applicable Recovery Time Objective set forth in the Business Continuity Plan or Disaster Recovery Plan (or, if no time frame is specified, more than 10 days after the date of such event), NAIC may authorize NAIC Group to procure such Services from an alternate source, or perform such Services for itself, and Cognizant Group shall reimburse NAIC Group for the reasonable costs and expenses in excess of the then-current Fees for such Services that are commercially reasonable under the circumstances and incurred by NAIC Group in procuring such Services, or NAIC Group’s reasonable out-of-pocket costs and expenses in excess of the then-current Fees for such Services to the extent NAIC Group performs such Services for itself for up to sixty days; provided, however, that if NAIC provides notice of termination of an SOW with respect to such Services, Cognizant Groups’ obligation to reimburse NAIC Group under this Section shall cease as of the date of such notice.
Alternate Source. If a Force Majeure Event substantially prevents, hinders, or delays IBM's performance of the Critical Services necessary for the operation of EMW's business, then EMW at its option may procure such Services from an alternate provider until IBM is able to provide the Services. IBM will reimburse EMW for any reasonable payments to such alternate provider for such services, for the lesser of 180 days or the remainder of the Term or Termination Assistance Period; provided however, that if such Force Majeure Event continues for more than 60 consecutive days, EMW, at its option, may terminate this Agreement by providing IBM with a notice of termination. This Section does not affect IBM's obligation to provide disaster IBM Confidential May 12, 2000 Page 27 of 52 EMW Confidential Agreement recovery services, if any, to the extent set forth in the Agreement, provided that such Force Majeure Event does not also prevent IBM from providing such disaster recovery services. During the Force Majeure Event, EMW will continue to pay IBM's charges for the Services.
Alternate Source. If any Force Majeure Event prevents, hinders or delays performance of a Service for more than the applicable recovery time objective set forth in the BCP (or, if no time frame is specified, more than 30 days after the date of such event), the Receiver may authorize to procure such Services from an alternate source, or perform such Services for itself solely at the Receiver’s cost. In the event the Receiver has already made advance payments for the services yet to be performed, such portion of payment for the services that remain affected/un-delivered due to the force majeure situation shall be refunded immediately to the Receiver.
Alternate Source. If any Force Majeure Event substantially prevents, hinders, or delays performance of the Services necessary for the performance of Customer Group’s critical functions for more than three consecutive days or a total of five days within any 30-day period, then Customer may:
(i) procure such Services from an alternate source until Provider is able to provide the Services. During the Force Majeure Event, Customer shall not be obligated to pay the Charges or any other amounts to Provider for the relevant Services, and, to the extent that payments charged by the alternate source for such replacement services exceed what Provider’s Charges hereunder for the Services so provided would have been, Provider and Customer will equally share such incremental charges until such time as Provider is able to restore the Services and meet the Service Levels, but in no event for more than 180 days; and
(ii) both Parties shall use commercially reasonable efforts to minimize any charges to be incurred from an alternate source. At such time as Provider is able to restore the Services and meet the Service Levels, Provider shall no longer be obligated to pay an alternate source for the provision of Services to Customer Group.
