Management of Issues. Confidential Master Services Agreement
(a) Notwithstanding anything to the contrary contained in this Section 10.10, Vendor will proactively manage issues in a manner such that tasks required to be performed under this Agreement are performed in a timely manner. Each member of the Vendor Personnel is expected to promptly escalate an issue if the performance of any such Vendor Personnel member’s obligation is directly impacted by the failure of ACI or an ACI agent to perform a prerequisite task. Vendor will not have met its obligation with respect to the hindered task unless and until the ACI Contract Executive has been notified of such failure to perform, but only to the extent ACI’s ability to cure its failure is prejudiced by Vendor’s delay or failure in escalating the applicable issue.
(b) If ACI, a ACI Affiliate or a ACI agent fails to perform any of its responsibilities set forth in Schedule L (Transition and Transformation), Schedule A (Statement of Work) or operational responsibility set forth in connection with a Project, Vendor will be excused from the performance of Vendor’s obligation that is adversely affected by such failure to the extent and only for so long as ACI’s failure is the direct cause of Vendor’s non-performance, but only (i) if Vendor promptly notifies the ACI Contract Executive of such failure, (ii) if, after notifying the ACI Contract Executive, ACI fails to promptly rectify such failure; and (iii) with respect to such specific obligations for which no reasonable workaround exists.
Management of Issues. (A) Notwithstanding anything contained in this Article, Service Provider will proactively manage issues in a manner that ensures all tasks required to be performed under this Agreement are performed in a timely manner. Each member of the Project Staff will promptly escalate an issue if the performance of any such Project Staff member’s obligation is directly impacted by the failure of Dxxx to perform a prerequisite task. Service Provider will not have met its obligation with *** indicates where a confidential portion has been omitted and filed separately with the Commission respect to the hindered task unless and until the Dxxx Relationship Manager (or other relevant Dana team member identified in Schedule 4 (Governance)) has been notified of such failure to perform.
(B) Dana’s failure to perform any of its stated operational responsibilities or provide any Dxxx Resources will not constitute a breach of this Agreement or give rise to any right to terminate this Agreement. If Dxxx fails to fulfill any of the responsibilities set forth in Schedule 8 (Dxxx Operational Responsibilities and Resources) or provide any Dxxx Resources, Service Provider will be excused from the performance of its obligations under this Agreement adversely affected by such failure to the extent and only for so long as Dana’s failure is the direct cause of Service Provider’s non-performance, but only:
(1) if Service Provider promptly notifies the Dxxx Relationship Manager of Dana’s failure and if, after notifying the Dxxx Relationship Manager, Dxxx fails to promptly rectify the failure; and
(2) with respect to such specific obligations for which no reasonable workaround exists.
Management of Issues. (A) Notwithstanding anything contained in this Article, Supplier will proactively manage issues in a manner that ensures all tasks required to be performed pursuant to this Agreement and each Service Agreement are performed in a timely manner. Each member of the Project Staff is expected to immediately escalate an issue if the performance of any such Project Staff member’s obligation is directly impacted by the failure of WaMu to perform a preceding required task. Supplier will not have met its obligation with respect to the hindered task unless and until the WaMu Relationship Manager (or other relevant WaMu team member identified in Schedule 6 (Governance)) has been notified of such failure to perform.
(B) WaMu’s failure to perform any of its stated operational responsibilities or provide any WaMu Resources will not constitute a breach of this Agreement or give rise to any right to terminate this Agreement or any Service Agreement. If WaMu fails to perform any of its tasks outlined in a Service Agreement, or provide any WaMu Resources, Supplier will be excused from the performance of its obligations under this Agreement adversely affected by such failure to the extent and only for so long as WaMu’s failure is the direct cause of Supplier’s non-performance, but only if:
(1) Supplier promptly notifies the WaMu Relationship Manager of WaMu’s failure and if, after notifying the WaMu Relationship Manager, WaMu fails to promptly rectify the failure; and
(2) there is no reasonable workaround for WaMu’s failure that would permit Supplier to perform such obligations.
