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 Third-Party Sender may satisfy its obligation be using special equipment, services or software provided by a Designated Service Provider to provide the applicable Services hereunder by causing assist it in processing Files hereunder. For each Designated Service Provider, Third-Party Sender (a) one or more agrees that Designated Service Provider is acting as Third- Party Sender’s agent in the delivery of its Affiliates that is reasonably capable of performing the ServicesFiles to Bank, 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 agrees to assume full responsibility and liability for any failure of such Services Designated Service Provider to comply with the laws of the United States, the Rules and this Agreement. Bank shall not be liable for any losses, fees, costs or portion thereof, from any Third Party (such a Third Party, a “expenses incurred by 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 Sender as a result of any Pass Through Warrantyerror by Designated Service Provider or a malfunction of equipment provided by Designated Service Provider. Third-Party Sender is solely responsible for maintaining compliance with the requirements of Designated Service Provider, including obtaining any software updates, and to ensure Designated Service Provider complies with this Agreement. Bank’s sole responsibility shall be to transmit transactions approved by Third-Party Sender on to the ACH Operator and Bank shall not have any responsibility for any File handled by Designated Service Provider until that point in time when Bank accepts and approves a File from such Designated Service Provider for processing. To the extent Third-Party Sender and Designated Service Provider have entered into a separate agreement (“Designated Service Provider Agreement”) that conflicts with the terms of this Agreement, Third- Party Sender agrees that this Agreement shall control. All of Third-Party Sender’s obligations and responsibilities under this Agreement apply to Designated Service Provider, and Third-Party Sender represents and warrants that any separate Designated Service Provider Agreement with Designated Service Provider shall so provide. At Bank’s request, Third-Party Sender shall provide to Bank a true and exact copy of any Designated Service Provider Agreement. Third-Party Sender shall designate Designated Service Provider as a System User before Designated Service Provider sends Files to Bank. Notwithstanding the foregoing, Third-Party Sender hereby authorizes Bank to accept any File submitted by Designated Service Provider even if Designated Service Provider has not been designated as a System User or if the Third-Party Designated Service Provider has not executed a Designated Service Provider Agreement. Third-Party Sender hereby indemnifies and holds Bank harmless for any losses, damages, fines, assessments, costs, fees (including attorneys’ fees), and expenses incurred or suffered by Bank or any other person arising from or in any way related to Third-Party Sender’s use of Designated Service Provider or any alleged or actual violation of the Rules.