Excusable Failures Sample Clauses

Excusable Failures. Provider’s nonperformance of its obligations (including compliance with Service Levels) under this Agreement will be excused if, and only to the extent, (i) such failure is the direct result of a failure by Xxxxxxx to perform any Xxxxxxx-designated obligations set forth in the responsibility matrix included in each SOW as part of the Services description, or failure or unavailability of any of Xxxxxxx Equipment, Xxxxxxx Owned Software or other resources (including third party contractors providing services to Xxxxxxx for which Xxxxxxx is responsible) for which (with respect to the foregoing) Xxxxxxx is operationally and administratively responsible pursuant to Section 3.5 or Section 9.1, and (ii) Provider gives Xxxxxxx as much advance written notice as is reasonable under the circumstances identifying in reasonable detail such failure or unavailability for which Xxxxxxx is responsible, and the effect upon Provider’s ability to perform, and, subject to Xxxxxxx pre-approval of any additional out-of-pocket expenses, uses Best Commercial Practices to perform notwithstanding such failure or unavailability (with Xxxxxxx reimbursing Provider for any such additional out-of-pocket expenses for such efforts that are pre-approved by Xxxxxxx or subject to Change Control Procedures).