Third Party Limitations. Each Party acknowledges and agrees that the Services provided by a Party through third parties or using third party Intellectual Property are subject to the terms and conditions of any applicable agreements between the provider of such Service and such third parties. Each Party shall use commercially reasonable efforts to (a) obtain any necessary consent from such third parties in order to provide such Services or (b) if any such consent is not obtained, provide acceptable alternative arrangements to provide the relevant Services sufficient for the other Party’s purposes. All costs associated with (a) and (b), above, shall be borne by the Party receiving the applicable Service, except that any one time costs incurred in connection with the migration of any Service to an alternative arrangement shall be borne by the Party providing the applicable Service. Notwithstanding the foregoing, the Party providing the applicable Service shall provide reasonable prior notice to the Party receiving the applicable Service of the costs associated with (a) and (b), and the Parties shall cooperate to mitigate such costs (including exploring alternative arrangements, if any).
Appears in 8 contracts
Samples: Master Services Agreement (Bank of Chile), Master Services Agreement, Master Services Agreement (Bank of Chile)
Third Party Limitations. Each Party acknowledges and agrees that the Services provided by a Party through third parties or using third third-party Intellectual Property are subject to the terms and conditions of any applicable agreements between the provider of such Service and such third parties. Each Party providing Services through third parties or using third-party Intellectual Property shall use commercially reasonable efforts to (a) obtain any necessary consent from such third parties in order to provide such Services or (b) if any such consent is not obtained, provide acceptable alternative arrangements to provide the relevant Services sufficient for the other Party’s purposes. All costs associated with (a) and (b), above, shall be borne by the Party receiving the applicable Service, except ; provided that any one time costs incurred in connection with the migration of any Service to an alternative arrangement shall be borne by the Party providing such Service shall not incur any such costs without the applicable prior written consent of the Party receiving such Service. Notwithstanding If any such acceptable alternative arrangement is not reasonably available or the foregoingParty receiving such Service does not consent to pay such additional costs, the Party providing the applicable scheduled to provide such Service shall not be required to provide reasonable prior notice to the Party receiving the applicable Service of the costs associated with (a) and (b), and the Parties shall cooperate to mitigate such costs (including exploring alternative arrangements, if any)Service.
Appears in 2 contracts
Samples: Transition Services Agreement (Primerica, Inc.), Transition Services Agreement (Primerica, Inc.)