Common use of Alternative Approaches Clause in Contracts

Alternative Approaches. If a Party is unable to obtain a Required Consent, then, unless and until such Required Consent is obtained, HPES and HPI will determine and adopt, subject to HPI’s approval, such alternative approaches as are necessary and sufficient for the Services to be provided without such Required Consent. If such alternative approaches are required for a period longer than 60 days following the Effective Date, the Parties will equitably adjust the terms of this Agreement, including the Charges in accordance with the applicable Charges Methodology to reflect (A) if the alternative approach is required because HPES is unable to obtain an HPES Required Consent, any additional costs and expenses being incurred by the Service Recipients and any Services not being received by the Service Recipients, or (B) if the alternative approach is required because HPI is unable to obtain an HPI Required Consent, any additional costs and expenses being incurred by HPES. In addition, if HPES fails to obtain an HPES Required Consent within 60 days following the Effective Date and such failure has a material adverse impact on the Service Recipients’ receipt of the Services, HPI may, upon notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, as of the termination date specified in the notice, without cost or penalty and without the payment of any termination charges, subject to Section 7.1(B) of Schedule 5. The failure to obtain any HPES Required Consent will not relieve HPES of its obligations under this Agreement and HPES will not be entitled to any additional compensation or reimbursement of any amounts in connection with obtaining or failing to obtain any HPES Required Consent or implementing any alternative approach required by such failure.