Common use of Obtaining Authorizations Clause in Contracts

Obtaining Authorizations. The Service Provider shall use reasonable efforts: (a) to maintain in force all Third Party Supply Agreements required to provide the Services; (b) subject to Clause 7.1(d), to obtain the Authorizations necessary under any Third Party Supply Agreements to provide Services to the Service Recipient, but the Service Provider shall not be required to obtain any Authorizations where doing so would require the Service Provider to change a Third Party Supply Agreement in a manner that, in the Service Provider’s reasonable opinion, is detrimental to the Service Provider or its Affiliates; (c) to minimize the Authorization Expenses; (d) without prejudice to Clause 7.3(b), to minimize any adverse impact resulting from the failure to obtain the Authorizations, and shall work together with the Service Recipient to minimize any deterioration in the Services or impact on the Service Charges. Any costs incurred under this Clause 7.2(d), shall be borne equally (on a 50/50 basis and without any ▇▇▇▇-up) between the Service Provider and the Service Recipient; and (e) to notify the Service Recipient as soon as reasonably practicable if any third party refuses to provide an Authorization necessary under a Third Party Supply Agreement and to work with the Service Recipient to agree in good faith alternative means, provided that the Service Provider has complied with its obligations under this Clause 7.2, of continuing the provision of the Service for the duration of the Service Term. Any costs incurred under this Clause 7.2(e), shall be borne equally (on a 50/50 basis and without any ▇▇▇▇-up) between the Service Provider and the Service Recipient.

Appears in 3 contracts

Sources: Transitional Services Agreement (Alcon Inc), Transitional Services Agreement (Alcon Inc), Transitional Services Agreement (Alcon Inc)