Common use of Substitute Services; Termination Clause in Contracts

Substitute Services; Termination. If any event described in Section 18.2(a) has substantially prevented, hindered or delayed or is reasonably expected to prevent, hinder or delay the performance by Supplier or one of its Subcontractors of Services necessary for the performance of critical ABM or Eligible Recipient functions for longer than the recovery period specified in the applicable disaster recovery plan, ABM may procure such Services from an alternative source, and Supplier shall be liable for payment for such services from the alternate source for so long as the delay in performance shall continue up to 180 days; provided that, ABM continues to pay the applicable Charges for all Services that it continues to receive from Supplier or an alternate source at Supplier’s expense. In addition, if any event described in Section 18.2(a) substantially prevents, hinders or delays the performance by Supplier, its Subcontractors or an alternate source paid by Supplier of Services necessary for the performance of critical ABM or Eligible Recipient functions (i) for more than five (5) days, ABM, at its option, may terminate any portion of this Agreement so affected (provided that, to the extent ABM terminates on this basis, it shall pay the Wind Down Charges specified in Sections 2(a) and (b) of Schedule N) and the charges payable hereunder shall be equitably adjusted to reflect those terminated Services; or (ii) for more than ten (10) days, ABM, at its option, may terminate this Agreement in its entirety (provided that, to the extent ABM terminates on this basis, it shall pay the Wind Down Charges specified in Sections 2(a) and (b) of Schedule N for the impacted Functional Service Areas and the Wind Down Charges specified in Sections 2(a), (b) and (c) of Schedule N for all other Functional Service Areas). 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.

Substitute Services; Termination. If any event described in Section 18.2(a) 18.2.1 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 ABM Kraft or Eligible Recipient functions for longer than the recovery period specified in the applicable disaster recovery planplan or, ABM if there is no such recovery period, [ * * * ], Kraft may procure such Services from an alternative alternate source, and Supplier shall be solely liable for payment for such services from the alternate source for so long as the delay in performance shall continue up to 180 days; continue, provided that, ABM that Kraft continues to pay Supplier the applicable Charges for all such Services that it continues with respect to receive from Supplier or an the period of non-performance, and Kraft has not terminated the affected portion of the Services. Kraft may at its option elect to pay the alternate source at Supplier’s expensedirectly in lieu of paying Supplier for the affected services. In addition, if any event described in Section 18.2(a) 18.2.1 substantially prevents, hinders or delays the performance by Supplier, Supplier or one of its Subcontractors or an alternate source paid by Supplier of Services necessary for the performance of critical ABM or Eligible Recipient Kraft functions (i) for more than five (5) [ * * * ] days, ABMand Supplier has not obtained such Services from another source on a temporary basis, Kraft, at its option, may terminate any portion of this Agreement so affected (provided that, to the extent ABM terminates on this basis, it shall pay the Wind Down Charges specified in Sections 2(a) and (b) of Schedule N) and the charges payable hereunder shall be equitably adjusted to reflect those terminated Services; or (ii) for more than ten (10) [ * * * ] days, ABMand Supplier has not obtained the Services from another source on a temporary basis, Kraft, at its option, may terminate this Agreement in its entirety (provided thatentirety. If the termination described in the preceding sentence results from [ * * * ] that impacts a Supplier Facility or that otherwise [ * * * ] from being able to [ * * * ], [ * * * ] shall not be obligated to the extent ABM terminates on this basis, it pay any [ * * * ] in connection with [ * * * ]. [ * * * ] shall be obligated to pay the Wind Down Charges specified [ * * * ] in Sections 2(a) and (b) of Schedule N for the impacted Functional Service Areas and event the Wind Down Charges specified in Sections 2(a)[ * * * ] results from a [ * * * ] on a [ * * * ] or a [ * * * ]. Except as described above, (b) and (c) of Schedule N for all other Functional Service Areas). 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[ * * * ].

Substitute Services; Termination. If any event described in Section 18.2(a) 18.2.1 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 ABM Kraft or Eligible Recipient functions for longer than the recovery period specified in the applicable disaster recovery planplan or, ABM if there is no such recovery period, * * *, 122 Kraft may procure such Services from an alternative alternate source, and Supplier shall be solely liable for payment for such services from the alternate source for so long as the delay in performance shall continue up to 180 days; continue, provided that, ABM that Kraft continues to pay Supplier the applicable Charges for all such Services that it continues with respect to receive from Supplier or an the period of non-performance, and Kraft has not terminated the affected portion of the Services. Kraft may at its option elect to pay the alternate source at Supplier’s expensedirectly in lieu of paying Supplier for the affected services. In addition, if any event described in Section 18.2(a) 18.2.1 substantially prevents, hinders or delays the performance by Supplier, Supplier or one of its Subcontractors or an alternate source paid by Supplier of Services necessary for the performance of critical ABM or Eligible Recipient Kraft functions (i) for more than five (5) * * * days, ABMand Supplier has not obtained such Services from another source on a temporary basis, Kraft, at its option, may terminate any portion of this Agreement so affected (provided that, to the extent ABM terminates on this basis, it shall pay the Wind Down Charges specified in Sections 2(a) and (b) of Schedule N) and the charges payable hereunder shall be equitably adjusted to reflect those terminated Services; or (ii) for more than ten (10) * * * days, ABMand Supplier has not obtained the Services from another source on a temporary basis, Kraft, at its option, may terminate this Agreement in its entirety (provided that, entirety. If the termination described in the preceding sentence results from * * * that impacts a Supplier Facility or that otherwise * * * from being able to the extent ABM terminates on this basis, it * * * shall not be obligated to pay any * * * in connection with * * *. * * * shall be obligated to pay the Wind Down Charges specified * * * in Sections 2(a) and (b) of Schedule N for the impacted Functional Service Areas and event the Wind Down Charges specified in Sections 2(a)* * * results from a * * * on a * * *. Except as described above, (b) and (c) of Schedule N for all other Functional Service Areas). 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* * *.

Substitute Services; Termination. If any event described in Section 18.2(a) has a Force Majeure Event substantially preventedprevents, hindered hinders, or delayed or is reasonably expected to prevent, hinder or delay delays the performance by Supplier Vendor or one of its Subcontractors of all or a part of the services necessary for the performance of Services for longer than two (2) days (unless otherwise agreed by the PBC), with verbal or written notice to IBM of its intent, the PBC may procure such Services from an alternative source, and Vendor shall be liable for payment of the amount to which the payment made by the PBC for such services from the alternate source exceed the Fees that the PBC would have paid Vendor under this Agreement but for such Force Majeure for the corresponding affected Services for so long as the delay in performance shall continue. The PBC, however, shall not be obligated to pay Vendor for Services Vendor does not deliver. In addition, if a Force Majeure Event substantially prevents, hinders or delays the performance by Vendor or one of its Subcontractors of Services necessary for the performance of critical ABM PBC or Eligible Recipient functions for longer than the recovery period specified in the applicable disaster recovery plan, ABM may procure such Services from an alternative source, and Supplier shall be liable for payment for such services from the alternate source for so long as the delay in performance shall continue up to 180 days; provided that, ABM continues to pay the applicable Charges for all Services that it continues to receive from Supplier or an alternate source at Supplier’s expense. In addition, if any event described in Section 18.2(a) substantially prevents, hinders or delays the performance by Supplier, its Subcontractors or an alternate source paid by Supplier of Services necessary for the performance of critical ABM or Eligible Recipient City functions (i) for more than five thirty (530) daysdays or longer following the Force Majeure Event, ABMthe PBC, at its option, may terminate or suspend (without any obligation to make payments as provided in Section 7.7) any portion of this Agreement so affected (provided that, to the extent ABM terminates on this basis, it shall pay the Wind Down Charges specified in Sections 2(a) and (b) of Schedule N) and the charges payable hereunder shall be equitably adjusted to reflect those terminated Servicessuch termination; or (ii) for more than ten thirty (1030) daysdays or longer following the Force Majeure Event, ABMthe PBC, at its option, may terminate or suspend (without any obligation to make payments as provided in Section 7.7) this Agreement in its entirety (provided that, to the extent ABM terminates on this basis, it shall pay the Wind Down Charges specified in Sections 2(a) and (b) of Schedule N for the impacted Functional Service Areas and the Wind Down Charges specified in Sections 2(a), (b) and (c) of Schedule N for all other Functional Service Areas). 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 performentirety.

Substitute Services; Termination. If any event described in Section 18.2(a16.1(a) has substantially prevented, hindered or delayed or is reasonably expected to preventdelayed, hinder or delay the performance by Supplier or one of its Subcontractors Vendor of Services necessary for the performance of critical ABM or Eligible Recipient Oncor functions for longer than the recovery period specified in the applicable disaster recovery plan, ABM Vendor may procure such Services from an alternative alternate source, and Supplier Vendor shall be solely liable for payment for such services from the alternate source for so long as the delay in performance shall continue up to 180 days; continue, provided that, ABM that Oncor continues to pay the applicable Charges for all Services that it continues to receive from Supplier Vendor or an alternate source at Supplier’s Vendor's expense. In addition, if any event described in Section 18.2(a16.1(a) substantially and materially prevents, hinders or delays the performance by Supplier, its Subcontractors or an alternate source paid by Supplier Vendor of Services necessary for the performance of critical ABM or Eligible Recipient Oncor functions without provision of an alternative acceptable to Oncor in its sole discretion (i) for more than five (5) consecutive days, ABMOncor, at its option, may terminate any portion of this Agreement so affected (provided that, to the extent ABM terminates on this basis, it shall pay the Wind Down without payment of Termination Charges specified in Sections 2(a) and (b) of Schedule N) and the charges payable hereunder Charges shall be equitably adjusted to reflect those terminated Services; , or (ii) if a material number of critical Oncor Functions are so affected for more than ten seven (107) days, ABMOncor, at its option, may terminate this Agreement in its entirety (provided that, to the extent ABM terminates on this basis, it shall pay the Wind Down Charges specified in Sections 2(a) and (b) without payment of Schedule N for the impacted Functional Service Areas and the Wind Down Charges specified in Sections 2(a), (b) and (c) of Schedule N for all other Functional Service Areas)Termination Charges. Supplier Vendor shall not have the right to additional payments or increased usage charges as a result of any force majeure occurrence affecting Supplier’s Vendor's ability to perform.