Dependence on Third Parties Clause Samples

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Dependence on Third Parties. Even upon completion of the development, the ▇▇▇▇▇▇▇▇▇▇.▇▇ software will depend wholly or in part on third parties involved in its realization and implementation, as well as continuing its development, maintenance and support. No assurances or guarantees are given that third parties will complete their work, properly fulfill their obligations or otherwise satisfy someone’s needs, which can have a significant negative impact on the ▇▇▇▇▇▇▇▇▇▇.▇▇ software and the ▇▇▇▇▇▇▇▇▇▇.▇▇ platform.
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Dependence on Third Parties. The Company depends upon a number of third parties to deliver goods and services to it and its customers. For example, the Company relies on third-party shippers (including the United States Postal Service, United Parcel Service and FedEx) to ship merchandise to its customers. Strikes or other service interruptions affecting its shippers would have a material adverse effect on its ability to deliver merchandise on a timely basis. The Company also depends on communications providers to provide Internet users access to its ShopFast Web sites and ShopFast customers’ Web sites. Such Web sites could experience disruptions or interruptions in service due to failures by these providers. In addition, users depend on Internet service providers, online service providers and other Web site operators for access to these Web sites. Each of these groups has experienced significant outages in the past and could experience outages, delays and other difficulties due to system failures unrelated to the Company’s systems. These types of occurrences could cause users to perceive these Web sites as not functioning properly and therefore cause them to stop using the Company's services. The Company carries no inventory, has no warehouse employees and facilities, and relies on rapid fulfillment from its ShopFast business partners. There can be no assurance that current ShopFast business partners will continue to sell merchandise on current terms or that it will be able to establish new, or extend current, relationships to ensure acquisition and delivery of merchandise in a timely and efficient manner and on acceptable commercial terms. The Company’s business depends, in part, on the ability of ShopFast business partners to provide products at competitive prices in sufficient quantities and of acceptable quality. If any of the following events occurred, the Company’s business could be materially adversely affected: • If the Company lost one or more key ShopFast business partners; • If the Company’s ShopFast business partners are unable to provide consumers with quality products at competitive prices; • If the Company’s ability to procure products was limited; or • If the Company’s ability to maintain or establish relationships with new ShopFast business partners or ShopFast customers was adversely affected.
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Dependence on Third Parties. If, with respect to a particular Third Party Consent, the Provider complies with its obligations to use reasonable efforts to obtain and maintain such Third Party Consent but: 3.2.1 is unable to obtain such Third Party Consent; 3.2.2 such Third Party Consent has expired or been terminated or revoked; 3.2.3 the obtaining or maintaining of such Third Party Consent would require the payment of any money or other consideration to the relevant Third Party Provider, the Provider used reasonable efforts to minimize the amount of money or other consideration required, and the Recipient refuses to reimburse the Provider for such amount; or 3.2.4 the obtaining or maintaining of such Third Party Consent would require the Provider or any other member of the Provider’s Group to accept any material amendment to an existing contract it or any Affiliate has with the relevant Third Party Provider, or to initiate any claim or proceeding against any Person, then: (i) the Provider shall not be required to provide any Service that is dependent (in whole or in part) upon the relevant Third Party Consent; (ii) the Provider shall use reasonable efforts to assist the Recipient to make alternative arrangements for the receipt of the affected Service (or part of the Service); and (iii) unless and until the Recipient has put in place alternative arrangements pursuant to Section 3.2(ii) above, the Provider shall be excused from providing the Services associated with such Third Party Consent (unless the Third Party Consent has been terminated or revoked as a result of a breach by the Provider of such Third Party Consent).
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Dependence on Third Parties. (i) Where a Third Party Consent or Third Party Agreement is required in order for Merck to provide, or procure the provision of, any element of a Service or Expense Activity (a “Dependent Service Element”) but: (a) such Third Party Consent either: (1) has not been obtained; or (2) has expired or been terminated or been revoked by the Third Party Supplier; or (b) the obtaining of that Third Party Consent requires the payment of an Expense to the relevant Third Party Supplier that: (1) is not expressly itemized in the Service Fee set forth on the Transition Services Schedule or the Service Fees Schedule; and (2) Organon does not pay (without limiting Organon’s obligations under Section 2.8.1(iii)); or (c) such Third Party Agreement either has been terminated or not extended or not renegotiated following expiration on substantially similar terms (including pricing terms and any terms related to performance thereunder), then Merck shall not be obliged to provide, or procure the provision of, the Dependent Service Element. (ii) Notwithstanding anything to the contrary set forth herein, the ability of Merck to provide each Service or Expense Activity hereunder shall be subject to the performance of any applicable Third Party Supplier and the terms, conditions and other provisions of any applicable Third Party Agreement. Merck shall use Commercially Reasonable Efforts to enforce its rights under any applicable Third Party Agreement. Merck shall notify Organon in writing, as soon as reasonably practicable, upon it becoming aware of any threatened or actual failure to obtain revocation, termination or expiry of the relevant Third Party Consent or Third Party Agreement if it will adversely impact the ability of Merck to provide the applicable Service to Organon or Expense Activity. Upon receiving such notification, Organon and Merck shall cooperate in good faith to obtain or renew any such Third Party Consent or Third Party Agreement. Any increased cost associated with such new Third Party Consent or renewal, that is applicable or allocable to a Service or Expense Activity, shall be borne by Organon and Merck shall have the right to pass-through any such increased Expenses to Organon. (iii) Upon Organon’s request, Merck shall use its Commercially Reasonable Efforts to implement alternative arrangements providing substantially similar services in place of the Dependent Service Element. The cost of putting alternative arrangements in place under this Section 2.8.2(ii)...
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Related to Dependence on Third Parties

  • Reliance on Third Parties Our ability to provide certain Services (e.g., in connection with electronic data interchange) is dependent upon our ability to obtain or provide access to third party networks. In the event any third party network is unavailable or we determine, in our discretion, that we cannot continue providing any third party network access, we may discontinue the related Service or may provide the Service through an alternate third party network. In such situations, we will have no liability for the unavailability of access. We will not be responsible for any services you receive from third party vendors.

  • Reliance on Third Party Service Providers Each Party may allow Reporting Financial Institutions to use third party service providers to fulfill the obligations imposed on such Reporting Financial Institutions by a Party, as contemplated in this Agreement, but these obligations shall remain the responsibility of the Reporting Financial Institutions.

  • Disclosure of Account Information to Third Parties We will disclose information to third parties about your account or the transfers you make:

  • RECOVERY FROM THIRD PARTIES 11.1 If 11.1.1 the Seller makes a payment in respect of a Warranty Claim by the Purchaser (the “Damages Payment”); 11.1.2 any member of the Purchaser’s Group recovers from a third party (including pursuant to any insurance policy) any sum in cash or in kind which compensates it in respect of the Loss which is the subject matter to that Warranty Claim (the “Third Party Sum”); 11.1.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser or the relevant member of the Purchaser’s Group in recovering that Third Party Sum. 11.2 If, before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claim, the Purchaser shall procure that, before steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim to the extent of such recovery, provided that the Seller first indemnifies the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt of any sum recovered thereunder, together with any costs or expenses incurred in recovering such sum.

  • Obligations to Third Parties Each party warrants and represents that this Agreement does not conflict with any contractual obligations, expressed or implied, undertaken with any Third Party.