Common use of Failure to Make Reasonable Efforts Clause in Contracts

Failure to Make Reasonable Efforts. The Company may notify XOX in writing of any failure by XOX to make the reasonable efforts to provide the support services contemplated under [*] Confidential portion has been omitted and filed separately with the Securities and Exchange Commission. this Article VII (a "First Notice"). XOX shall have 30 days after the First Notice is sent to XOX to resume such reasonable efforts. If XOX fails to resume and continue such reasonable efforts, the Company may suspend payment of the support or other applicable payments contemplated in this Article VII, and issue a second notice to XOX with respect to XOX's continued failure (a "Second Notice"), and of the Company's intention to obtain such services described in the First Notice from a Third Party, from the internal resources of the Company, or from an Affiliate of the Company. If at any time within 30 days after the Second Notice is sent to XOX, XOX resumes and continues reasonable efforts in the provision of support services contemplated in this Article VII, and pays the reasonable costs (reasonable costs, in the case of internal costs of the Company or an Affiliate thereof, to include appropriate allocations of overhead necessary to determine the full cost of the services provided) that the Company has incurred to obtain such support services, as were described in the First Notice, from (i) a Third Party, (ii) an Affiliate of the Company, and (iii) internal personnel resources, then the support services payments shall commence again on and as of the first day of the calendar month following the calendar month in which XOX resumed performing the support services described in the First Notice. If XOX does not resume and continue reasonable efforts in the provision of support services within such 30 day period following the sending of the Second Notice, the Company may terminate permanently its obligation to pay for and purchase all future support services contemplated in this Article VII upon providing to XOX written notice of such termination.