Common use of Sub Contracting Third Party Agreements Clause in Contracts

Sub Contracting Third Party Agreements. (a) The Service Provider may delegate or sub-contract its duties under this Agreement to unaffiliated third parties (collectively, “Third-Party Providers”). The Service Recipient acknowledges that the Services provided through Third-Party Providers or using third party Intellectual Property are subject to the terms and conditions of any applicable agreements between the Service Provider and such Third-Party Provider, and the Service Recipient agrees to comply with such terms and conditions; provided that the Service Provider notifies the Service Recipient of any such terms and conditions. (b) The Parties acknowledge and agree that that it may be necessary to obtain from Third-Party Providers consent for (i) the Service Provider to use third party applications, systems, networks, services and the like (collectively, “Third-Party Materials”) in the provision of Services, and/or (ii) the Service Recipient to receive Services (each such consent, an “Authorization”). The Service Provider shall use its commercially reasonable efforts to obtain all Authorizations necessary to allow Service Provider to provide Third-Party Materials to the Service Recipient and to allow Third-Party Materials to be utilized by the Service Recipient in connection with the Services. The Service Recipient agrees to cooperate and use commercially reasonable efforts to assist the Service Provider to procure all Authorizations necessary to enable the Service Provider to perform and the Service Recipient to receive the Services in accordance with this Agreement. If the Service Provider is unable to obtain any such Authorization in a timely manner, the Parties shall cooperate in good faith to agree on a reasonable alternative arrangement or a workaround that enables the applicable Services to be provided without such Authorization. Failure to obtain any such Authorization, and any resulting failure to provide Services hereunder, shall not be deemed a breach hereof. Any third party costs associated with obtaining or maintaining any Authorization shall be borne by the Service Recipient.

Sub Contracting Third Party Agreements. (a) The Service Provider may delegate or sub-contract its duties under this Agreement only to unaffiliated third parties a qualified Third Party; provided that, except for any acts, omissions or defaults of a Third Party to an Assumed Contract or as provided in Section 4.4 of the Purchase Agreement, notwithstanding such delegation or sub-contracting, the Service Provider shall remain liable for the performance of its duties hereunder and shall ensure and guaranty that any Services provided by a subcontractor shall meet Service Provider’s obligations set forth in Section 2(a) (collectivelyi), “Third-Party Providers”(ii). , (iii) and (iv). (b) The Service Recipient acknowledges that the Services that were provided through Third-Party Providers or using third party Intellectual Property Third Parties prior to the date hereof are subject to the terms and conditions of any applicable agreements between the Service Provider and such Third-Party ProviderThird Parties, and the Service Recipient agrees to comply with such terms and conditions; provided that conditions to the Service Provider notifies extent applicable to the Service Recipient and necessary for purposes of receipt of such Services by the Service Recipient. The Service Recipient further acknowledges that in order to be able to provide the Services, Service Provider will be required to enter into agreements with Third Parties and agrees that Service Provider may engage Third Parties to provide Services directly or indirectly to Service Recipient. For any Service to be delegated to a Third Party after the date hereof under an agreement entered into after the date hereof, and so long as any such Service is provided directly to the Service Recipient and not to Service Provider or any Affiliates of Service Provider, Service Provider shall provide Service Recipient with a copy of any agreement contemplated to be entered into with such terms Third Party in relation to such Service and conditionsseek Service Recipient’s consent to such delegation, which consent shall not be unreasonably withheld or delayed; provided, however, that Service Recipient shall not have any right to consent to any agreement with a Third Party pursuant to which Services are provided directly to Service Provider or any Affiliates of Service Provider for the benefit of Service Recipient, except to the extent that any such agreement with a Third Party would result in an increase in the cost to the Service Recipient in which case Service Provider shall provide Service Recipient with a copy of any agreement contemplated to be entered into with such Third Party in relation to such Service and seek Service Recipient’s consent to such delegation, which consent shall not be unreasonably withheld or delayed. (bc) The Parties acknowledge Subject to Section 4.4 of the Purchase Agreement, which if applicable shall control, and agree that that it may be necessary notwithstanding anything to obtain from Third-Party Providers consent for (i) the Service Provider to use third party applicationscontrary contained herein, systems, networks, services and the like (collectively, “Third-Party Materials”) in the provision of Services, and/or (ii) the Service Recipient to receive Services (each such consent, an “Authorization”). The Service Provider shall use its commercially reasonable efforts to obtain all Authorizations consents from vendors that are necessary to allow Service Provider in order to provide Third-Party Materials any of the Services to the Service Recipient and under this Agreement; provided, however, that the Service Provider shall not be required to allow Thirdpay any out-Party Materials of-pocket fees to be utilized by any vendor in order to obtain such consent, but shall, instead, notify the Service Recipient in connection with the Services. The Service Recipient agrees to cooperate and use commercially reasonable efforts to assist the Service Provider to procure all Authorizations necessary to enable the Service Provider to perform and offer the Service Recipient the opportunity to receive pay such out-of-pocket fees. In the Services in accordance with this Agreement. If event that the Service Provider is unable to obtain any such Authorization in a timely mannerconsent, the Parties shall cooperate in good faith parties hereto will work together to agree on upon a commercially reasonable alternative arrangement or a workaround that enables arrangement. Any costs specified in the applicable Services to be provided without such Authorization. Failure third sentence of Section 3(a) and any actual out-of-pocket fees levied on the Service Provider (i) in connection with its efforts to obtain and implement such consents and (ii) in connection with the implementation of any such Authorizationcommercially reasonable alternative arrangement, and any resulting failure to provide Services hereunder, shall not be deemed a breach hereof. Any third party costs associated with obtaining or maintaining any Authorization shall be borne by the Service Recipient, provided, however, that the Service Provider has incurred such costs and/or fees only with the prior approval of the Service Recipient.

Sub Contracting Third Party Agreements. (a) The Service Provider may delegate or sub-contract its duties under this Agreement to unaffiliated third parties (collectively, “Third-Party Providers”); provided that the Service Provider remains responsible for all acts or omissions of such Third Party Providers in connection with the Services, subject to the limitations on liability and the other provisions set forth in this Agreement. The Service Recipient acknowledges that the Services provided through Third-Party Providers or using third party Intellectual Property are subject to the terms and conditions of any applicable agreements between the Service Provider and such Third-Party Provider, and the Service Recipient agrees to use commercially reasonably efforts to comply with such terms and conditions; provided that the Service Provider notifies the Service Recipient of any such terms and conditionsconditions in advance. (b) The Parties acknowledge and agree that that it may be necessary to obtain from Third-Party Providers consent for (i) the Service Provider to use third party applications, systems, networks, services and the like (collectively, “Third-Party Materials”) in the provision of Services, and/or (ii) the Service Recipient to receive Services (each such consent, an “Authorization”). The Service Provider shall use its commercially reasonable efforts to obtain all Authorizations necessary to allow Service Provider to provide Third-Party Materials to the Service Recipient and to allow Third-Party Materials to be utilized by the Service Recipient in connection with the Services. The Service Recipient agrees to cooperate and use commercially reasonable efforts to assist the Service Provider to procure all Authorizations necessary to enable the Service Provider to perform and the Service Recipient to receive the Services in accordance with this Agreement. If the Service Provider is unable to obtain any such Authorization in a timely manner, the Parties shall cooperate in good faith to agree on a reasonable alternative arrangement or a workaround that enables the applicable Services to be provided without such Authorization. Failure to obtain any such Authorization, and any resulting failure to provide Services hereunder, shall not be deemed a breach hereof. Any third party costs associated with obtaining or maintaining any Authorization shall be borne equally by the Service Provider and the Service Recipient.

Sub Contracting Third Party Agreements. (a) The Service Provider may delegate or sub-contract its duties under this Agreement to unaffiliated third parties (collectively, “Third-Party Providers”); provided that the Service Provider remains responsible for all acts or omissions of such Third Party Providers in connection with the Services, subject to the limitations on liability and the other provisions set forth in this Agreement. The Service Recipient acknowledges that the Services provided through Third-Party Providers or using third party Intellectual Property are subject to the terms and conditions of any applicable agreements between the Service Provider and such Third-Party Provider, and the Service Recipient agrees to use commercially reasonable efforts to comply with such terms and conditions; provided that the Service Provider notifies the Service Recipient of any such terms and conditionsconditions in advance. (b) The Parties acknowledge and agree that that it may be necessary to obtain from Third-Party Providers consent for (i) the Service Provider to use third party applications, systems, networks, services and the like (collectively, “Third-Party Materials”) in the provision of Services, and/or (ii) the Service Recipient to receive Services (each such consent, an “Authorization”). The Service Provider shall use its commercially reasonable efforts to obtain all Authorizations necessary to allow Service Provider to provide Third-Party Materials to the Service Recipient and to allow Third-Party Materials to be utilized by the Service Recipient in connection with the Services. The Service Recipient agrees to cooperate and use commercially reasonable efforts to assist the Service Provider to procure all Authorizations necessary to enable the Service Provider to perform and the Service Recipient to receive the Services in accordance with this Agreement. If the Service Provider is unable to obtain any such Authorization in a timely manner, the Parties shall cooperate in good faith to agree on a reasonable alternative arrangement or a workaround that enables the applicable Services to be provided without such Authorization. Failure to obtain any such Authorization, and any resulting failure to provide Services hereunder, shall not be deemed a breach hereof. Any third party costs associated with obtaining or maintaining any Authorization shall be borne equally by the Service Provider and the Service Recipient.