Common use of Third Party Service Providers Clause in Contracts

Third Party Service Providers. Seller may satisfy its obligation to provide the applicable Services hereunder by causing (a) one or more of its Affiliates that is reasonably capable of performing the Services, to provide such Services or by subcontracting any of such Services or any portion thereof to such Affiliates (and Seller hereby fully and unconditionally guarantees the due and punctual performance of the Services by any such Affiliate), or (b) procuring any of such Services or portion thereof, from any Third Party (such a Third Party, a “Third-Party Service Provider”) that is reasonably capable, in Purchaser’s reasonable judgment, of performing the Services (provided that Xxxx Consulting, LLC and Accenture shall be deemed to be reasonably capable in Purchaser’s reasonable judgment for purposes of this Section 2.03(b)); provided; however, notwithstanding the foregoing, Seller may not subcontract, or otherwise delegate its obligations to provide Services hereunder to any Third Party (other than an Affiliate of Seller) without the express written consent of Purchaser (with such consent not to be unreasonably conditioned, withheld or delayed). Seller shall use commercially reasonable efforts to enforce the provisions of any Contract with a Third-Party Service Provider (a “Third-Party Contract”) that is related to the Services provided for Purchaser’s and the Company’s benefit and upon Purchaser’s or the Company’s written request describing the default of the Third-Party Service Provider and supporting the demand of performance, compensation or indemnity, Seller shall use commercially reasonable efforts to pursue any required performance, warranty or indemnity under any Third-Party Contract on Purchaser’s or the Company’s behalf. Purchaser shall reimburse Seller for all Out-of-Pocket Costs incurred by Seller in connection with pursuing any such performance, warranty or indemnity on behalf of Purchaser. The above is without prejudice to any of Seller’s or Purchaser’s rights against the Third-Party Service Provider as a result of any Pass Through Warranty.

Third Party Service Providers. Seller The Parties acknowledge that Service Provider may satisfy its obligation provide the applicable Services directly, through a Subsidiary or other Affiliate of Service Provider, or through one or more third parties engaged by Service Provider to provide the applicable Services hereunder by causing in accordance with the terms of this Section 1.04 (a) one or more of its Affiliates that is reasonably capable of performing the Services, to provide each such Services or by subcontracting any of such Services or any portion thereof to such Affiliates (and Seller hereby fully and unconditionally guarantees the due and punctual performance of the Services by any such Affiliate), or (b) procuring any of such Services or portion thereof, from any Third Party (such a Third Partythird party, a “Third-Third Party Service Provider”) that is reasonably capable, and together with such Subsidiaries or other Affiliates of Service Provider, the “Additional Providers”). Service Provider shall make, in Purchaser’s reasonable judgmentits sole discretion, of performing the any decisions as to whether it will provide applicable Services (directly or through an Additional Provider; provided that Xxxx ConsultingService Provider shall use substantially the same degree of care in selecting any such Additional Provider (or replacement thereof) as it would if such Additional Provider was being retained to provide similar services to Service Provider. In the event that Service Provider determines to use one or more Additional Providers, LLC (i) Service Provider shall remain liable for its obligations hereunder and Accenture for any breach by such Additional Provider(s) of the terms of this Agreement as if Service Provider had committed such breach, (ii) the use of any such Additional Providers shall not materially increase any Fees or other payments payable by Service Recipient hereunder, as compared to the Fees and other payments if Service Provider were to provide such Service itself and (iii) Service Provider shall be deemed responsible for any payment or other termination fees due to such Additional Provider in the event of any change or replacement of such Additional Provider. Without limiting any of Service Provider’s obligations under this Agreement, in the event that Service Provider wishes to have an Additional Provider provide all or part of any Service pursuant to a written agreement with Service Provider, Service Provider shall be permitted to do so and the applicable Service Recipient agrees to be reasonably capable in Purchaser’s reasonable judgment for purposes bound by, and to cause its Subsidiaries and Affiliates to comply with, the obligations that such agreement places on Service Provider or its Subsidiaries and Affiliates, solely to the extent that such obligations apply to such Service Recipient or its Subsidiaries and Affiliates, and are within the scope of, and do not extend, expand or modify the Liabilities of such Service Recipient under this Section 2.03(b)); provided; however, notwithstanding the foregoing, Seller may not subcontract, or otherwise delegate its obligations to Agreement. Service Provider shall provide Services hereunder to any Third Party (other than an Affiliate of Seller) without the express written consent of Purchaser (with such consent not to be unreasonably conditioned, withheld or delayed). Seller shall use commercially reasonable efforts to enforce the provisions a copy of any Contract applicable agreement with a Third-Party an Additional Provider which places obligations on Service Recipient to Service Recipient unless such agreement contains terms that prohibit its disclosure, in which case Service Provider (shall provide a “Third-Party Contract”) that is related to the Services provided for Purchaser’s and the Company’s benefit and upon Purchaser’s or the Company’s written request describing the default reasonably detailed summary of the Third-Party Service Provider and supporting the demand of performance, compensation or indemnity, Seller shall use commercially reasonable efforts to pursue any required performance, warranty or indemnity under any Third-Party Contract on Purchaser’s or the Company’s behalf. Purchaser shall reimburse Seller for all Out-of-Pocket Costs incurred by Seller in connection with pursuing any such performance, warranty or indemnity on behalf of Purchaser. The above is without prejudice to any of Seller’s or Purchaser’s rights against the Third-Party Service Provider as a result of any Pass Through Warrantyobligations.

Third Party Service Providers. Seller may satisfy its obligation to provide the applicable Services hereunder by causing (a) one or more of its Affiliates that is reasonably capable of performing The Provider shall have the Services, right to hire Subcontractors to provide such Services all or by subcontracting part of any of such Services or any portion thereof to such Affiliates (and Seller hereby fully and unconditionally guarantees the due and punctual performance of the Services by any such Affiliate), or (b) procuring any of such Services or portion thereof, from any Third Party (such a Third Party, a “Third-Party Transition Service Provider”) that is reasonably capable, in Purchaser’s reasonable judgment, of performing the Services (provided that Xxxx Consulting, LLC and Accenture shall be deemed to be reasonably capable in Purchaser’s reasonable judgment for purposes of this Section 2.03(b))hereunder; provided; , however, notwithstanding that (i) the foregoing, Seller may not subcontract, Provider shall remain responsible for all acts or otherwise delegate its obligations to provide Services hereunder to omissions of any Third Party Subcontractor (other than an Affiliate third party administrators) with respect to the providing of Seller) without such Transition Service as if provided by the express written consent Provider; provided, further, however, that in respect of Purchaser (with such consent not to be unreasonably conditionedthird party administrators, withheld or delayed). Seller the Provider shall use commercially reasonable efforts to enforce ensure that the provisions obligations with respect to the nature, quality, and standards of service set forth in this Agreement are satisfied with respect to any Transition Services provided by any such third party administrator, but shall not otherwise be responsible for the acts or omissions of any Contract with a Third-Party third party administrator, and (ii) the use of any Subcontractor to provide any Transition Service Provider (a “Third-Party Contract”) that is related material to the Services provided Business that such Subcontractor was not providing to the Recipient as of the date of this Agreement shall be subject to advance written approval (not to be unreasonably withheld or delayed) of the Recipient. (b) Upon Recipient’s request and expense, the Provider shall cooperate with Recipient to enforce for Purchaser’s and the CompanyRecipient’s benefit and upon Purchaser’s or the Company’s written request describing the default its rights under any third party administrator agreement in respect of the Third-Party Service relevant Transition Services, including bringing any action thereunder as reasonably requested by the Recipient; provided, that the Recipient shall pay the Provider all fees and supporting the demand expenses, including employee wages and compensation and fees and expenses of performancecounsel and other professional advisors, compensation or indemnity, Seller shall use commercially reasonable efforts to pursue any required performance, warranty or indemnity under any Third-Party Contract on Purchaser’s or the Company’s behalf. Purchaser shall reimburse Seller for all Out-of-Pocket Costs incurred by Seller the Provider in connection with pursuing such action; for clarity, all such expenses shall be treated as additional Fees and shall not be subject to the limitations set forth in Section 3.02(a), and any third party costs in excess of $5,000 shall be paid directly by the Recipient upon request of the Provider. The Recipient shall be entitled, at its sole cost and expense, to participate in and reasonably control all the decisions with respect to the prosecution, negotiation and settlement of any such performance, warranty action. Any amounts recovered by the Provider in connection with any efforts or indemnity on behalf actions taken by it at the Recipient’s request shall be applied first to reimburse the Provider for its costs and expenses in such action and the remainder of Purchaser. The above is without prejudice such recovered amounts shall be paid to any of Seller’s or Purchaser’s rights against the Third-Party Service Provider as a result of any Pass Through WarrantyRecipient.