Necessary Suspension Clause Samples

Necessary Suspension. Merck will use Commercially Reasonable Efforts to provide the applicable Services and Expense Activities during the applicable periods during the Term. In the event, however, that Merck, in the normal course of the operations in accordance with the historical practice of the past twelve (12) months prior to commencement of a Service or Expense Activity, determines to suspend delivery of a Service or Expense Activity hereunder for purposes of computer system backups, inspections, maintenance, software patches, repair, replacement of equipment parts or structures, security, or other similar activities, Merck shall not be obligated to deliver such Services or Expense Activities during such periods; provided that (i) Merck shall use Commercially Reasonable Efforts to inform Organon in writing prior to any scheduled interruption; and (ii) Merck will use Commercially Reasonable Efforts to limit the disruption of Organon’s business caused by such suspension. Without limiting the generality of the foregoing, Merck may, from time to time and in its sole discretion, also perform additional information technology upgrades that may result in Service or Expense Activity outages or undertake other activities that may result in Service or Expense Activity outages (in each case, even if not in the normal course of the operations in accordance with the historical practice of the past twelve (12) months prior to commencement of a Service) and Merck may make such upgrades regardless of whether any such upgrade results in such an outage; provided that such information technology upgrades or other activities, as applicable, do not negatively affect Merck’s provision of the Services or Expense Activities in any material respect.