Provider Excused Performance Sample Clauses

Provider Excused Performance. Except as provided in the remainder of this Section, Provider shall be responsible for the performance of the Services in accordance with the Agreement even if such Services are actually performed or dependent upon services performed by Provider Agents or Third Party Providers for whom Provider is financially or operationally responsible under the Agreement. Customer will perform its duties, obligations and responsibilities (“Responsibilities”) set forth in the Agreement. An act (other than in accordance with this Agreement), error or omission by Customer (or by a third party supplier independently hired by Customer in connection with performance of a Responsibility), or a failure by Customer to perform any Responsibilities (in each instance, a “Customer Failure”), will excuse Provider’s obligation to perform its obligations under the Agreement only if and to the extent Provider: (i) provides Notice to Customer of such Customer Failure within 72 hours after it first knew of, or should have known of (given the scope of its responsibilities), such Customer Failure (which Notice shall describe the effect of such Customer Failure on Provider’s performance); (ii) provides Customer with every reasonable opportunity to correct such Customer Failure and mitigate the effect of such Customer Failure on Provider’s performance; (iii) demonstrates that such Customer Failure was the direct cause of Provider’s inability to perform and that neither Provider nor any Provider Exhibit 10.103 Agent contributed to or caused such Customer Failure; (iv) identifies and pursues all commercially reasonable means to avoid or mitigate the impact of such Customer Failure; and (v) uses commercially reasonable efforts to perform notwithstanding such Customer Failure. Provider’s sole remedy for any Customer Failure shall be the excuse provided for in this paragraph.

Provider Excused Performance. Provider’s failure to perform its obligations under this Agreement (including meeting the Service Levels) shall be excused if and to the extent such Provider non-performance is caused by (i) the wrongful or tortious actions of an Eligible Recipient, (ii) a Third Party Contractor who is not a Managed Third Party failing to perform obligations on behalf of Client under this Agreement substantially in accordance with the applicable Third Party Contract, (iii) the failure of an Eligible Recipient or such a Third Party Contractor to perform Client’s expressly specified obligations under this Agreement (in each case, unless and to the extent, as to Third Party Contractors, such failure is attributable to Provider’s failure to properly manage such Third Party Contractor), (iv) as set forth in Section 11 of Exhibit 2-N, (v) the failure of Third Party Software to substantially conform to its related documentation as provided by the provider of such Third Party Software, but in each case of subsections (i) through (v) only if (A) Provider expeditiously gives Client notice of such wrongful or tortious action or failure to perform (which notice shall describe in reasonable detail Provider’s inability to perform under such circumstances), (B) Provider provides Client with every reasonable opportunity to correct such wrongful or tortious action or failure to perform and thereby avoid such Provider non-performance, (C) Provider identifies and pursues all commercially reasonable means to avoid or mitigate the impact of such wrongful or tortious action or failure to perform, (D) Provider uses Commercially Reasonable Efforts to perform notwithstanding such wrongful or tortious action or failure to perform, and (E) Provider conducts a Root Cause Analysis and thereby demonstrates that the event described in subsection (i) through (v) above is the cause of Provider’s non-performance. Provider acknowledges and agrees that the circumstances described in this Section 9.17, together with Section 9.14, are the only circumstances in which its failure to perform its obligations under this Agreement (including meeting the Service Levels) will be excused and that Provider will not assert any other act or omission of an Eligible Recipient or a Third Party Contractor as excusing any such failure on Provider’s part. Client’s delay or failure to perform its responsibilities set forth in this Agreement (or cause them to be performed) will not constitute grounds for termination by Provider e...