Inability to Perform Services. In the event that Supplier will be unable to perform Services as required by this Agreement for any reason whatsoever, the parties will cooperate, and Supplier will use its commercially reasonable efforts, to restore the affected Services as soon as possible. The foregoing is without prejudice to any rights and remedies Buyer may have in connection with such failure to perform.
Inability to Perform Services. 13 Section 9.2 Errors............................................................................. 13 ARTICLE X LEGAL ACTIONS
Inability to Perform Services. In the event that Administrator shall be unable to perform any Administrative Service for a period that could reasonably be expected to exceed ninety (90) days or such shorter period as may be required by Applicable Law or the Reinsured Contracts, Administrator and Insurer shall mutually agree on alternative means of providing such services. If alternative means for the provision of the Administrative Services cannot be agreed upon by the parties, Insurer may procure such Administrative Services for the Reinsured Contracts and Reinsured Liabilities by commercially reasonable means. Administrator and the Reinsurer shall be solely responsible for all costs incurred in restoring Administrative Services which have not been provided due to its failure to adhere to its obligations under this RICA Administrative Services Agreement.
Inability to Perform Services. In the event that the Administrator is unable to perform all or a portion of the Services for any reason for a period that could reasonably be expected to exceed [REDACTED], the Administrator shall promptly provide written notice to the Ceding Company of its inability to perform the applicable Services and shall cooperate with the Ceding Company in obtaining an alternative means of providing such Services. The Administrator shall be responsible for all fees, costs and expenses incurred in order to obtain such alternative means of providing the applicable Services and in order to restore such Services. Notwithstanding anything to the contrary in this Agreement, if the Administrator is unable to perform all or a portion of the Services due to an act, error or omission of the Ceding Company, including any failure by the Ceding Company or its Representatives to perform any obligation of the Ceding Company hereunder or under the Transitional Services Agreement, such inability to perform all or a portion of the Services shall 1007063915v4 not be a breach of this Agreement and the Administrator shall have no liability under this Agreement with respect to such nonperformance. The requirements of this Section 7.1 shall be in addition to the rights set forth in Section 9.2 and the obligations set forth in Article XI, and nothing herein shall relieve the Administrator from its obligation to implement the Administrator disaster recovery plans in order to resume the Services.
Inability to Perform Services. Subject to Section 3.2(c), in the event that the Administrator is unable to perform all or a portion of the Services for any reason for a period that could reasonably be expected to exceed ten (10) Business Days, the Administrator shall promptly provide notice to the Company of its inability to perform the applicable Services and shall cooperate with the Company in obtaining an alternative means of providing such Services. The Administrator shall be responsible for all fees, costs and expenses incurred in order to obtain such alternative means of providing the applicable Services and in order to restore such Services. Errors. Subject to Section 3.2(c), the Administrator shall, at its own expense, correct any errors in the Services caused by it as promptly as practicable following notice thereof from the Company or any other Person or upon discovery thereof by the Administrator.
Inability to Perform Services. ERRORS 16 Section 6.1. Inability to Perform Services 16 Section 6.2. Errors 16 Article VII. ACTIONS 16 Section 7.1. Regulatory Actions 16 Section 7.2. Defense of Regulatory Actions 17 Section 7.3. Other Actions 18 Section 7.4. Participation 19 Section 7.5. Defense of Other Actions 19 Section 7.6. Excluded Liabilities 19 Section 7.7. Notice to the Administrator 20 Section 7.8. Cooperation 20 Section 7.9. Market Conduct and Other Examinations 20 Article VIII. DURATION; TERMINATION 21 Section 8.1. Duration 21 Section 8.2. Termination 21 Section 8.3. Survival 23 Article IX. CUSTOMER INFORMATION; OFAC 23 Section 9.1. Customer Information 23 Section 9.2. OFAC Compliance 23 Article X. DISASTER RECOVERY 23 Section 10.1. Disaster Recovery 23
Inability to Perform Services. In the event that the Administrator shall be unable to perform services as required by this Agreement for any reason for a period that can reasonably be expected to exceed ten (10) Business Days, the Administrator shall provide notice to the Company of its inability to perform the services and shall cooperate with the Company in obtaining an alternative means of providing such services. The Administrator will be responsible for all costs incurred in restoring services.
Inability to Perform Services. Failure to any extent to furnish, or any stoppage of, the services, amenities or benefits described above, resulting from causes beyond control of Landlord or from any cause, shall not render Landlord liable in any respect for damages to either person or property, nor be construed as an eviction of Tenant or result in an abatement of rent, nor relieve Tenant from fulfillment of any covenant or agreement herein. If any equipment or machinery breaks down, or ceases to function properly, Landlord shall use reasonable diligence to repair such equipment or machinery promptly, but Tenant shall have no claim for rebate of Basic Rent or damages on account of any interruptions in service occasioned thereby or resulting therefrom.
Inability to Perform Services. Subject to Section 3.2(c), in the event that the Administrator is unable to perform all or a portion of the Services for any reason for a period that could reasonably be expected to exceed ten (10) Business Days, the Administrator shall promptly provide notice to the Company of its inability to perform the applicable Services and shall cooperate with the Company in obtaining an alternative means of providing such Services. The Administrator shall be responsible for all fees, costs and expenses incurred in order to obtain such alternative means of providing the applicable Services and in order to restore such Services.
Inability to Perform Services. (a) In the event that the Administrator is unable to perform all or a portion of the Services for any reason for a period that could reasonably be expected to exceed twenty (20) Business Days, the Administrator shall promptly provide notice to HLIC of its inability to perform the applicable Services and shall cooperate with HLIC in obtaining an alternative means of providing such Services. The Administrator shall be responsible for all fees, costs and expenses incurred in order to obtain such alternative means of providing the applicable Services and in order to restore such Services.
(b) In the event that the Administrator commits three (3) independent Material Breaches (as such term is defined below) during any rolling twelve (12) month period, HLIC will, at its option, initiate the dispute resolution process set forth in Section 17.03(a). If, after Level Three Negotiations, HLIC is not reasonably satisfied with the results thereof, the CEO or CFO of HLIC's ultimate parent will provide written notice to the CEO or CFO of the Administrator's ultimate parent and the Administrator shall use commercially reasonable efforts to obtain an alternative means of providing the impacted Services pursuant to the service standards set forth in Section 4.02(a). In such event, the Administrator shall be responsible for the incremental costs incurred in providing such alternative services. The term "Material Breach" shall mean a material breach of a material obligation under this Agreement by the Administrator, the occurrence of which is not subject to a good faith dispute between the Parties, that remains in existence ninety (90) calendar days after receipt by the Administrator of HLIC's written notice of such breach (which notice shall specify HLIC's view that such breach is a material breach of a material obligation hereunder), which breach shall not have been cured within such ninety (90) calendar day period; provided, however, that if the Administrator can demonstrate that, despite having used its commercially reasonable efforts to cure such failure within the ninety (90) calendar day period, it has not been able to effect such a cure, HLIC may, at its sole discretion, grant the Administrator additional time in which to effect such a cure. The remedy set forth herein and HLIC's indemnification rights pursuant to Section 12.02 shall be HLIC's sole and exclusive remedy with respect to any Material Breach that is not cured within the foregoing cure period.
