SERVICE COMPLIANCE RELIEF. Vendor shall be entitled to temporary relief from its obligations to timely comply with the MASLs if and to the extent: (a) it has been determined, by mutual agreement of Vendor and Purchaser that such failure by Vendor directly results from Purchaser’s failure to perform its obligations under the Agreement or from a failure in performance of any subcontractor, agent, or third party not managed or retained by Vendor; and (b) Vendor provides Purchaser with reasonable prior written notice of, and a reasonable opportunity to correct, such failure. Such temporary relief shall be only to the extent and for the duration that Vendor’s performance is so affected and Vendor shall in all events use commercially reasonable efforts to return to compliance with its obligations.
SERVICE COMPLIANCE RELIEF. 1.10 EXCLUSIVITY / NON-EXCLUSIVITY
SERVICE COMPLIANCE RELIEF. Provider shall be entitled to temporary relief from its obligations to timely comply with the MASLs, Critical Milestones, or other Service specifications, if and to the extent: (i) such failure by Provider is predominantly caused by: (A) Investors’ act, error, omission, wrongful action (except for those acts expressly contemplated by the Agreement) or failure to perform its obligations under this Agreement, (B) the act, error, omission, wrongful action (except for those acts expressly contemplated by the Agreement) or a failure in performance of any Investors contractor, agent, or third party (other than Provider and its Subcontractors); (ii) Provider provides Investors with reasonable prior written notice of, and a reasonable opportunity to correct, such failure, to the extent of Provider’s knowledge and ability to provide such notice; and (iii) Provider could not have worked around the failure without expending a material amount of additional time or cost. Such temporary relief shall be only to the extent and for the duration that Provider’s performance is so affected and Provider shall in all events use commercially reasonable efforts to return to compliance with its obligations. Additionally, and notwithstanding Section 18.2.2, if Investors: (i) disapproves a proposed Provider upgrade of software, replacement equipment or similar change contemplated in and subject to Section 1.4.3 (Baseline Technology Upgrades), or (ii) does not approve a commercially reasonable Provider recommendation regarding capacity management or performance management, (in either case, an “Upgrade Disapproval”), and as a result, Provider can demonstrate that its ability to provide any type of Service (that is specifically impacted by that software, hardware or equipment) pursuant to the requirements of the Agreement including the MASLs, is adversely effected by the Upgrade Disapproval, then Provider shall be excused from its performance obligations to the extent they are so affected. Provided, however, that the Parties shall reasonably cooperate to minimize any such affect on Provider’s ability to provide the Services.
