Substitute Services; Termination Clause Samples

Substitute Services; Termination. If any Force Majeure Event has substantially prevented, hindered or delayed or is reasonably expected to substantially prevent, hinder or delay the performance by Contractor of Services necessary for the performance of critical OCA functions for longer than the recovery period specified in the applicable Disaster Recovery Plan or, if there is no such specified recovery period, twenty-four (24) hours, Contractor shall, unless and until otherwise directed by OCA, use commercially reasonable efforts to procure such Services from an alternate source at Contractor’s expense for so long as the delay in performance shall continue, up to the Charges actually paid to Contractor for the Services with respect to the period of non-performance. In addition, if any Force Majeure Event substantially prevents, hinders or delays the performance by Contractor of Services necessary for the performance of critical OCA functions for more than five (5) Business Days, then OCA may, upon notice to Contractor, terminate this Agreement in its entirety or any portion of the Services so affected (including portions that are no longer required if the impacted portion is terminated) as of the termination date specified in the notice.

Substitute Services; Termination. If any event described in Section 21.1(a) (General) has prevented, hindered or delayed or is reasonably expected to prevent, hinder or delay the performance by CSC or the CSC Personnel of Services for longer than the recovery period specified in the applicable disaster recovery plan or for more than ten (10) Business Days, then Sears may require CSC, to the extent practicable, to promptly procure such Services from an alternate source. (i) To the extent that it was a CSC Facility impacted, CSC shall be solely liable for payment for such services from the alternate source for a period not to exceed six (6) months; provided, however, that Sears continues to pay the portion of Charges under the applicable Transaction Document that apply to those Services that it continues to receive from CSC (directly or from such an alternate source). CSC shall diligently pursue either a restoration and/or replacement of the affected CSC Facilities and CSC will use its commercially reasonable efforts to relocate such Services to a CSC Facility within such six (6) month period. If after such six (6) month period, CSC has not been able to restore the impacted CSC Facilities or move the Services to another CSC location, then Sears shall have the option of: (a) agreeing to pay sum of the: (x) Charges, and (y) the incremental cost between CSC’s Out-of-Pocket cost for such alternate Service provider and the Charges for such Services, or (b) partially or fully terminating the Services (in which case Sears would not have to pay any Termination Charges as to the impacted Services, and only 80% of the Termination Charges for the non-impacted Services terminated by Sears). Table of Contents (ii) If the Force Majeure event impacts a Sears Facility, at which CSC was to perform its Services, then Sears may require CSC to provide such an alternate Services provider within ten (10) Business Days of Sears request, pursuant to Section 4.5 (Additional Services). If Sears has not restored or replaced the impacted Sears Facility within six (6) months, then Sears shall have the option of partially or fully terminating the Services (in which case Sears would not have to pay any Termination Charges as to the impacted Services, and only 80% of the Termination Charges for the non-impacted Services terminated by Sears). (iii) If CSC does not provide an alternative provider of such Services within ten (10) Business Days of the Force Majeure Event, then Sears may terminate this Agreement or any Transact...

Substitute Services; Termination. If any event described in paragraph (a) above substantially prevents, hinders, or delays the performance by Provider or one of its subcontractors of Services necessary for the performance of critical Idearc functions for more than 24 hours, Idearc may procure such Services from an alternative source. Idearc shall not be liable to make the payment for the Services Provider is unable to provide. If any event described in paragraph (a) above substantially prevents, hinders or delays the performance by Provider of critical Idearc functions for more than two days, Idearc, may terminate the Agreement with respect to the Services so affected, including, but not limited to, the Transaction Document related to such Services, without payment of Termination Fees, and the Charges payable hereunder shall be equitably reduced to reflect such terminated Services. If any event described in paragraph (a) above substantially prevents, hinders or delays the performance by Provider of critical Idearc functions for more than 10 days, Idearc may terminate the Agreement with respect to all or any part of the Services without the payment of Termination Fees, and if the Agreement is terminated with respect to only part of the Services, the Charges payable hereunder shall be equitably reduced. Provider’s right to additional payments or increased usage charges as a result of any force majeure occurrence affecting Provider’s ability to perform shall occur solely pursuant to Section 9.10.

Substitute Services; Termination. In addition to T-Mobile’s rights under Section 4.1(e) (Step-In Rights), if any event described in Section 19.3(a) substantially prevents, hinders, or delays the performance by Provider or one of its Subcontractors of Services necessary for the performance of critical T-Mobile functions, T-Mobile may procure such Services from an alternative source, and until such time as Provider can resume providing the Services. In addition, if any event described in Section 19.3(a) substantially prevents, hinders or delays the performance by Provider or one of its Subcontractors of Services necessary for the performance of critical T-Mobile functions (i) for more than five (5) days, and such Services are available from an alternative source, T-Mobile, at its option, may terminate any portion of this Agreement or an SA so affected (unless an SA requires the termination of all Services within a bundle, in which case T-Mobile must terminate all Services within that bundle) without payment of Termination Charges and the charges payable hereunder shall be equitably adjusted to reflect those terminated Services; or (ii) for more than ten (10) days and such Services are available from an alternative source, T-Mobile, at its option, may terminate this Agreement in its entirety without payment of Termination Charges. Provider shall not have the right to additional payments or increased usage charges as a result of any Force Majeure Event affecting Provider’s ability to perform.

Substitute Services; Termination. If any event described in SECTION 18.2(a) has substantially prevented, hindered or delayed or is reasonably expected to Final Confidential and Proprietary Information of IBM and Williams substantially prevent, hinder or delay the performance by Provider or one of its Subcontractors of Services necessary for the performance of critical Williams or Eligible Recipient functions for longer than the recovery period specified in the applicable disaster recovery plan, Provider shall, to the extent practicable, procure such Services from an alternate source, and Provider shall be solely liable for payment for such services from the alternate source for so long as the delay in performance shall continue; provided that ▇▇▇▇▇▇▇▇ continues to pay the applicable Charges for all Services that it continues to receive from Provider or an alternate source at Provider's expense; provided, however, that the obligation of Provider to provide "cover" pursuant to this Section shall not exceed 180 days. In addition, if any event described in SECTION 18.2(a) substantially prevents, hinders or delays the performance by Provider or one of its Subcontractors of Services necessary for the performance of critical ▇▇▇▇▇▇▇▇ functions (and Provider is not able to procure such Services from an alternate source for more than five (5) days, ▇▇▇▇▇▇▇▇, at its option, may (i) terminate any portion of this Agreement so affected without payment of Termination Charges and the charges payable hereunder shall be equitably adjusted to reflect those terminated Services; or (ii) terminate this Agreement in its entirety without payment of Termination Charges. Wind Down Charges shall be payable if and only if and only to the extent indicated as payable in SCHEDULE N. Provider shall not have the right to additional payments or increased usage charges as a result of any force majeure occurrence affecting Provider's ability to perform.

Substitute Services; Termination. If any event described in Section 18.2(a) results in a material disruption in the performance of Services or has substantially prevented, hindered or delayed or is reasonably expected to substantially prevent, hinder or delay the performance by Supplier or one of its Subcontractors of Services necessary for the performance of critical Triad or Eligible Recipient functions specified in Schedule S for longer than the applicable recovery period specified in the disaster recovery plan set forth in Schedule S (as such plan is amended from time to time) or, if there is no such recovery period specified in Schedule S for such event, [**], Triad or Supplier may procure such Services from an alternate source, [**]. In addition, if any event described in Section 18.2(a) results in a material disruption in the performance of Services or substantially prevents, hinders or delays the performance by Supplier or one of its Subcontractors of any Functional Service Area or any Services necessary for the performance of critical Triad or Eligible Recipient functions as specified or described in Schedule S: (i) for more than [**] days after the applicable recovery times in the disaster recovery plan [**]; or (ii) for more than [**] days after the applicable recovery times in the disaster recovery plan [**]. Supplier shall not have the right to additional payments or increased usage charges as a result of any force majeure occurrence affecting Supplier’s ability to perform. At such time Supplier resumes, providing the Services in accordance with this Agreement that were so prevented, hindered or delayed, any such unexercised termination right shall expire with respect to such force majeure event.

Substitute Services; Termination. If any event described in Section 18.2(a) has substantially prevented, hindered or delayed or is reasonably expected to substantially prevent, hinder or delay the performance by Supplier or one of its Subcontractors of Services of one or more of the critical functions described in the applicable disaster recovery plan (“Critical Functions”) for longer than the recovery period specified in such disaster recovery plan Supplier shall, unless and until otherwise directed by New Century, use commercially reasonable efforts to procure such Services from an alternate source at Supplier’s expense for so long as the delay in performance shall continue, up to the Charges actually paid to Supplier for the Services with respect to the period of non-performance. If Supplier is unable to procure such substitute services on an expedited basis or New Century elects to contract directly for such services, New Century may procure such Services from an alternate source at New Century’s expense. In addition, if any event described in Section 18.2(a) substantially prevents the performance by Supplier or one of its Subcontractors of Services necessary for the performance of Critical Functions (i) for more than five (5) consecutive days, New Century, at its option, may terminate a sub-Functional Service Area (i.e., HR Admin, Payroll, Recruiting, Procurement or Accounts Payable) impacted as described above by such force majeure event without payment of any Termination Charges and the charges payable hereunder shall be equitably adjusted to reflect those terminated Services; or (ii) for more than thirty (30) days, New Century, at its option, may terminate this Agreement in its entirety subject to payment of the applicable Termination Charges (i.e., to the extent New Century terminates a sub-Functional Service Area impacted as described above, New Century shall pay no Termination Charge and, to the extent New Century terminates a sub-Functional Service Area not impacted by such force majeure event, New Century shall pay the applicable Reduced Termination Charge). Supplier shall not have the right to additional payments or increased usage charges as a result of any force majeure occurrence affecting Supplier’s ability to perform.