Supplier Excused Performance upon presentment, the Supplier will reimburse VITA for the following costs incurred by VITA in exercising its Step In rights, to the extent in excess of what would have been the Supplier's Charges for the Services replaced by the Step In (“Step In Costs”), and VITA will not be responsible to pay the Supplier’s Charges for the Services that were replaced by the Step In:
Supplier Excused Performance. Supplier’s failure to perform its obligations under this Agreement (including meeting the Service Levels) shall be excused only if and to the extent such Supplier non-performance is caused by (i) the wrongful or tortious actions of an Eligible Recipient or a Third Party Contractor performing obligations on behalf of Ascension Health under this Agreement (unless and to the extent, as to Third Party Contractors, such failure is attributable to Supplier’s failure to properly manage such Third Party Contractor), (ii) a Force Majeure Event, (iii) the failure of an Eligible Recipient or such a Third Party Contractor to perform Ascension Health’s expressly specified obligations under this Agreement or (iv) any Ascension Health Controlled Non-Compliance), but only if (A) Supplier expeditiously gives Ascension Health notice of such wrongful or tortious action or failure to perform (which notice shall describe in reasonable detail Supplier’s inability to perform under such circumstances, (B) Supplier provides Ascension Health with every reasonable opportunity to correct such wrongful or tortious action or failure to perform and thereby avoid such Supplier non-performance, (C) Supplier identifies and pursues all commercially reasonable means to avoid or mitigate the impact of such wrongful or tortious action or failure to perform, (D) Supplier uses commercially reasonable efforts to perform notwithstanding such wrongful or tortious action or failure to perform, and (E) Supplier conducts a Root Cause Analysis and thereby demonstrates that such wrongful or tortious action or failure to perform is the cause of Supplier’s non-performance; provided that the foregoing clauses (A) through (E) shall not apply with respect to the foregoing clause (iv).. Supplier acknowledges and agrees that the circumstances described in this Section 10.2, 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 Supplier will not assert any other act or omission of an Eligible Recipient or a Third Party Contractor as excusing any such failure on Supplier’s part. 11.
Supplier Excused Performance. 49 11. CHARGES ....................................................................................................................................................... 49 11.1 General ............................................................................................................................................................... 49 11.2
Supplier Excused Performance. The Supplier’s failure to perform any obligation under this Agreement (including meeting the Service Levels) shall be excused if and to the extent such Supplier non-performance is caused by the failure of VITA, Customers, or third-party contractors of VITA or Customers to timely perform expressly specified obligations under this Agreement, but only if (a) the Supplier expeditiously gives VITA notice of such failure to perform (which notice shall describe in reasonable detail the Supplier’s inability to perform under such circumstances), (b) the Supplier provides VITA with every reasonable opportunity to correct such failure to perform and thereby avoid such Supplier non-performance, (c) the Supplier identifies and pursues all commercially reasonable means to avoid or mitigate the impact of such failure to perform, (d) the Supplier uses commercially reasonable efforts to perform notwithstanding such failure to perform, and (e) the Supplier conducts a root cause analysis and thereby demonstrates that such failure to perform is the cause of the
