Common use of Limitations on Services Clause in Contracts

Limitations on Services. (a) Each Service furnished pursuant to this Agreement shall be in all material respects equivalent to and limited to the same type, quality, quantity and timeliness of such service that the Provider provides to its own organization and personnel, and to those of the other members of the Provider's Group. Each party acknowledges that the other may make changes from time to time in the manner of performing the Services if such Provider is making similar changes for itself, any member of its Group, or its respective business. Each party further acknowledges that such Services will be performed by those employees of such Provider who perform similar services for such Provider in the normal course of their employment. Accordingly, except as otherwise agreed upon by the parties, neither party shall be obligated to make available any incremental Services to the extent that doing so would unreasonably interfere with the performance of any employee of such party in connection with his or her responsibilities to the other, require additional staff or otherwise cause an unreasonable burden to the other, any member of the its Group, or their respective business. Each party acknowledges and agrees that duly authorized agents of the other shall have the right to enter their premises to the extent reasonably necessary or convenient to provide the Services. (b) If a Provider ceases to provide any of the Services to its own business units or if the level of such Services is reduced for any reason, such Provider may also cease to provide or reduce the level of such Services provided to the Recipient under this Agreement. Each party agrees to provide the other as promptly as practicable notice of any substantial change in the level of such Services provided under this Agreement, but in no event shall such Provider provide less than ninety (90) days advance notice of such date of any Service discontinuance. (c) Neither party shall be required to provide any Service to the extent the performance of such Service becomes "impracticable" as a result of a cause or causes outside the reasonable control of such party, including unfeasible technological requirements, or to the extent the performance of such Services would require such party to violate any applicable laws, rules or regulations or would result in the breach of any license, lease or other applicable contract.

Limitations on Services. (ai) Each Notwithstanding anything to the contrary contained herein or in the Services Schedules, Service furnished pursuant to Provider shall have no obligation under this Agreement shall be in all material respects equivalent to and limited to to: (1) operate the same type, quality, quantity and timeliness business of such service that the Provider provides to its own organization and personnel, and to those of the other Service Recipient or any members of the Provider's Group. Each party acknowledges that the other may make changes from time to time in the manner of performing the Services if such Provider is making similar changes for itself, its Group or any member of its Group, or its respective business. Each party further acknowledges that such Services will be performed by those employees of such Provider who perform similar services for such Provider in the normal course of their employment. Accordingly, except as otherwise agreed upon by the parties, neither party shall be obligated to make available any incremental Services to the extent that doing so would unreasonably interfere with the performance of any employee of such party in connection with his or her responsibilities to the other, require additional staff or otherwise cause an unreasonable burden to the other, any member of the its Group, or their respective business. Each party acknowledges and agrees that duly authorized agents of the other shall have the right to enter their premises to the extent reasonably necessary or convenient to provide the Services. portion thereof; (b2) If a Provider ceases to provide any of the Services to its own business units or if the level of such Services is reduced for any reason, such Provider may also cease to provide or reduce the level of such Services provided to the Recipient under this Agreement. Each party agrees to provide the other as promptly as practicable notice of any substantial change in the level of such Services provided under this Agreement, but in no event shall such Provider provide less than ninety advance funds; (903) days advance notice of such date of any Service discontinuance. (c) Neither party shall be required to provide any Service to the extent that the performance provision of such Service becomes "impracticable" as a result of a cause or causes outside the reasonable control of such party, including unfeasible technological requirements, or to the extent the performance of such Services would require such party Service Provider to violate any applicable lawsLaw, rules third-party confidentiality, contractual obligations or regulations fiduciary responsibilities; (4) provide any Service to the extent Service Recipient has breached (or would result through its actions or omissions has caused the Service Provider to be in the breach of or default under) any licenseapplicable obligations under, or requirements of, any contract or arrangement with any Third Party Provider (“Third Party Provider Use Requirements”) engaged with respect to such Service (provided that Service Recipient shall first be permitted to attempt to cure such breach or default within thirty (30) days from receipt of notice thereof if such breach or default is capable of being cured); (5) implement processes, plans or initiatives developed, acquired or utilized by Service Recipient after the Distribution Date except as otherwise agreed; (6) perform or cause to be performed any of the Services for the benefit of any third party; (7) render any Service in a particular location that would necessitate that Service Provider obtain any permits or regulatory approvals, or qualify to do business, in any location or jurisdiction other than the locations and jurisdictions where Service Provider does business or conducted business as of the date hereof; or (8) purchase, lease or other license any physical assets or equipment, expand its facilities or incur long-term capital expenses. (ii) All employees and representatives of Service Provider, members of its Group and its Affiliates shall be deemed for all purposes to be employees or representatives of Service Provider, members of its Group or such Affiliates, as applicable. In performing the Services, such employees and representatives shall be under the direction, control and supervision of Service Provider, members of its Group or the applicable contractAffiliate thereof, and Service Provider, members of its Group and its Affiliates shall have the sole right to exercise all authority with respect to the employment (including termination of employment), assignment and compensation of such employees and representatives.

Limitations on Services. Notwithstanding anything contained herein to the contrary, including, for the avoidance of doubt, Section 1.1 and the Service Schedules: (a) Each Service furnished pursuant to this Agreement in providing the Services, in no event shall be in all material respects equivalent to and limited to the same type, quality, quantity and timeliness of such service that the Provider provides to its own organization and personnel, and to those of the other members of the Provider's Group. Each party acknowledges that the other may make changes from time to time in the manner of performing the Services if such Provider is making similar changes for itself, any member of its Group, or its respective business. Each party further acknowledges that such Services will be performed by those employees of such Provider who perform similar services for such Provider in the normal course of their employment. Accordingly, except as otherwise agreed upon by the parties, neither party shall be obligated to make available (i) maintain the employment of any incremental Services to specific employee or (ii) unless agreed otherwise or explicitly provided by the extent Service Schedules, acquire any specific equipment or Software, provided, that doing so would unreasonably interfere with Provider shall otherwise remain responsible for the performance of any employee of such party the Services in connection accordance with his or her responsibilities to the other, require additional staff or otherwise cause an unreasonable burden to the other, any member of the its Group, or their respective business. Each party this Agreement; (b) Recipient acknowledges and agrees that duly authorized agents the Services provided by Provider through third parties or using third party Intellectual Property may be subject to the terms and conditions of certain agreements between Provider and such third parties. In any such case, Provider shall (i) obtain any necessary consent from such third parties in order to provide such Services or (ii) if any such consent is not obtained, provide reasonably acceptable alternative arrangements to provide the other relevant Services sufficient for Recipient’s purposes. Provider shall have the right to enter their premises in all cases (except to the extent reasonably necessary Recipient elects to terminate the Service) retain responsibility for (i) the provision to Recipient of Services to be performed by any third-party service provider or convenient to provide the Services. (b) If a Provider ceases to provide subcontractor or by any of Provider’s Affiliates and (ii) any third-party provider’s compliance with the Services to its own business units or if the level of such Services is reduced for any reason, such Provider may also cease to provide or reduce the level of such Services provided to the Recipient under confidentiality obligations specified in this Agreement. Each party agrees to provide the other as promptly as practicable notice of any substantial change in the level of such Services provided under this Agreement, but in no event shall such Provider provide less than ninety (90) days advance notice of such date of any Service discontinuance.; (c) Neither party Provider shall not be required to provide or cause to be provided any Service to the extent that the performance provision of such Service becomes "impracticable" as a result would require Provider or any of a its respective officers, directors, employees, agents or representatives to violate any applicable Law; and (d) Provider shall bear no responsibility or liability for any Losses arising out of any delay, inability to perform or interruption of its performance of Services under this Agreement (i) due to any acts or omissions of its respective Recipient in breach of the Recipient’s obligations under this Agreement or (ii) for events beyond its reasonable control, including, for the avoidance of doubt, acts of God, Governmental Entities or terrorism, or due to war, riot, civil commotion, insurrection, labor difficulty, severe or adverse weather conditions, lack of or shortage of electrical power, malfunctions of equipment or Software programs under maintenance agreements, or any other cause or causes outside beyond the reasonable control of Provider where its performance is affected thereby (each, a “Force Majeure Event”); provided that Provider (a) as soon as reasonably practical following the occurrence of a Force Majeure Event, gives written notice to Recipient of such partyevent, including unfeasible technological requirementsa description of the circumstances preventing its performance and of its plans and efforts to implement a work-around, and (b) uses reasonable best efforts to resume or restore performance as expeditiously as possible. The obligations of Provider seeking to be excused shall then be tolled for the duration of the Force Majeure Event to the extent that the performance of such Services would require such party Force Majeure Event prevents it from performing its obligations hereunder. Recipient shall have no obligation to violate pay any applicable laws, rules or regulations or would result in the breach of any license, lease fees or other applicable contractamounts to Provider for so long as Provider is unable to Provide the Services in compliance with this Agreement.

Limitations on Services. Notwithstanding anything contained herein to the contrary, including, for the avoidance of doubt, Section 1.1 and the Services Schedules: (a) Each Service furnished pursuant to this Agreement in providing the Services, in no event shall be in all material respects equivalent to and limited to the same type, quality, quantity and timeliness of such service that the Provider provides to its own organization and personnel, and to those of the other members of the Provider's Group. Each party acknowledges that the other may make changes from time to time in the manner of performing the Services if such Provider is making similar changes for itself, any member of its Group, or its respective business. Each party further acknowledges that such Services will be performed by those employees of such Provider who perform similar services for such Provider in the normal course of their employment. Accordingly, except as otherwise agreed upon by the parties, neither party shall be obligated to make available (i) maintain the employment of any incremental Services to specific employee or (ii) unless agreed otherwise or explicitly provided by the extent Service Schedules, acquire any specific equipment or Software, provided, that doing so would unreasonably interfere with Provider shall otherwise remain responsible for the performance of any employee of such party the Services in connection accordance with his or her responsibilities to the other, require additional staff or otherwise cause an unreasonable burden to the other, any member of the its Group, or their respective business. Each party this Agreement; (b) Recipient acknowledges and agrees that duly authorized agents the Services provided by Provider through third parties or using third party Intellectual Property may be subject to the terms and conditions of certain agreements between Provider and such third parties. In any such case, Provider shall (i) obtain any necessary consent from such third parties in order to provide such Services or (ii) if any such consent is not obtained, provide reasonably acceptable alternative arrangements to provide the other relevant Services sufficient for Recipient’s purposes. Provider shall have the right to enter their premises in all cases (except to the extent reasonably necessary Recipient elects to terminate the Service) retain responsibility for (i) the provision to Recipient of Services to be performed by any third-party service provider or convenient to provide the Services. (b) If a Provider ceases to provide subcontractor or by any of Provider’s Affiliates and (ii) any third-party provider’s compliance with the Services to its own business units or if the level of such Services is reduced for any reason, such Provider may also cease to provide or reduce the level of such Services provided to the Recipient under confidentiality obligations specified in this Agreement. Each party agrees to provide the other as promptly as practicable notice of any substantial change in the level of such Services provided under this Agreement, but in no event shall such Provider provide less than ninety (90) days advance notice of such date of any Service discontinuance.; (c) Neither party Provider shall not be required to provide or cause to be provided any Service to the extent that the performance provision of such Service becomes "impracticable" as a result would require Provider or any of a its respective officers, directors, employees, agents or representatives to violate any applicable Law; and (d) Provider shall bear no responsibility or liability for any Losses arising out of any delay, inability to perform or interruption of its performance of Services under this Agreement (i) due to any acts or omissions of its respective Recipient in breach of the Recipient’s obligations under this Agreement or (ii) for events beyond its reasonable control, including, for the avoidance of doubt, acts of God, Governmental Entities or terrorism, or due to war, riot, civil commotion, insurrection, labor difficulty, severe or adverse weather conditions, lack of or shortage of electrical power, malfunctions of equipment or Software programs under maintenance agreements, or any other cause or causes outside beyond the reasonable control of Provider where its performance is affected thereby (each, a “Force Majeure Event”); provided that Provider (a) as soon as reasonably practical following the occurrence of a Force Majeure Event, gives written notice to the Recipient of such partyevent, including unfeasible technological requirementsa description of the circumstances preventing its performance and of its plans and efforts to implement a work-around, and (b) uses commercially reasonable efforts to resume or restore performance as soon as reasonably practicable. The obligations of Provider seeking to be excused shall then be tolled for the duration of the Force Majeure Event to the extent that the performance of such Services would require such party Force Majeure Event prevents it from performing its obligations hereunder. Recipient shall have no obligation to violate pay any applicable laws, rules or regulations or would result in the breach of any license, lease fees or other applicable contractamounts to Provider, except for amounts already due and owed to the Provider, for so long as Provider is unable to Provide the Services in compliance with this Agreement.