Third-Person Services. Each Party acknowledges and agrees that certain of the Services to be provided under this Agreement may be provided to Recipient by third Persons (as defined below) designated by Provider. A “Person” means any individual, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, governmental authority or other entity. To the extent so provided, Provider shall use commercially reasonable efforts to cause such third Persons to continue to provide such Services to Recipient, consistent with the manner in which such Services had been provided historically to Recipient; provided, however, that if any such third Person notifies Provider or its Subsidiaries that it is unable or unwilling to provide any such Services, Provider shall promptly notify Recipient in writing, and shall use its commercially reasonable efforts to determine the manner in which such Services can best be provided, and, if there is any change to the Services provided as a result, including the level or cost thereof, Provider and Recipient shall negotiate in good faith to amend Schedule A as appropriate.
Third-Person Services. Each Party acknowledges and agrees that certain of the Services to be provided under this Agreement may be provided to Recipient by third Persons (as defined below) designated by Provider (“Third-Party Service Providers”) provided that (i) such Third-Party Service Provider as of the Effective Time is providing the applicable services to Provider or to Recipient (whether directly or through Provider), (ii) Provider engages such Third-Party Service Provider to provide to Provider one or more of the same or similar services as are being provided to Recipient under this Agreement or (iii) Recipient consents in writing. A “Person” means any individual, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, governmental authority or other entity. To the extent so provided, Provider shall use commercially reasonable efforts to cause such Third-Party Service Providers to continue to provide such Services to Recipient, consistent with the manner in which such Services had been provided historically to Recipient; provided, however, that if any such Third-Party Service Provider notifies Provider or its Subsidiaries that it is unable or unwilling to provide any such Services, Provider shall promptly notify Recipient in writing, and shall use its commercially reasonable efforts to determine the manner in which such Services can best be provided, and, if there is any change to the Services provided as a result, including the level or cost thereof, Provider and Recipient shall negotiate in good faith to amend Schedule A as appropriate.
Third-Person Services. Where Services are passed through from a third Person provider (through a legal agreement with the providing Party and the third Person) to the receiving Party, where the providing Party does not significantly alter such Services on its own as part of the provision of the Services, the following terms apply: (1) The providing Party represents and warrants that it has the right, title, or interest to permit the Services to be provided to the receiving Party; (2) the terms and conditions (including the level of Service, responsive times for problems, and penalties for non-performance) for the third Person Service will be that found in the underlying contract between the providing Party and the third Person; (3) the providing Party will not agree to or seek modifications of the third Person agreement in a way that impacts any Service received by the receiving Party, without first notifying the receiving Party; (4) the providing Party shall not waive or otherwise suffer breaches by the third Person of any Service received by the receiving Party without first notifying the receiving Party; and (5) the providing Party will undertake all commercially reasonable efforts to: (i) ensure that there are no disruptions or failures to meet service levels or other obligations in the Services that are furnished to the receiving Party; (ii) report and resolve any problems or Disputes that arise in connection with the third Person's provision of such Services; and (iii) facilitate such requests for Services or requests for changes in the Services that it receives from the third Person. The providing Party will act for the receiving Party with no less than the same level of personnel, effort, and priority that the providing Party would devote to its own similar Services or problems. If after exercising all reasonable commercial efforts, the problem, Dispute, or request is not resolved to the satisfaction of the receiving Party, the receiving Party shall: accept the terms and conditions as presented; terminate the applicable Service without penalty; be given the right to try to negotiate with the supplier, or supply its own alternative.
