Common use of Operational Responsibility Clause in Contracts

Operational Responsibility. With respect to Software, Equipment, Equipment leases and Third Party Contracts for which Supplier is operationally responsible under Exhibit 2 or Attachment 4-B, Supplier shall be responsible for (i) the evaluation, procurement, testing, installation, rollout, use, support, management, administration, operation and maintenance of such Software, Equipment, Equipment leases and Third Party Contracts; (ii) the evaluation, procurement, testing, installation, rollout, use, support, management, administration, operation and maintenance of new, substitute or replacement Software, Equipment, Equipment leases and Third Party Contracts (including Upgrades, enhancements, new versions or new releases of such Software); (iii) the performance, availability, reliability, compatibility and interoperability of such Software, Equipment and Third Party Contracts each in accordance with this Agreement, including the Service Levels and Change Control Procedures; (iv) the compliance with and performance of the operational, administrative and contractual obligations specified in the applicable licenses, leases and contracts (provided that, in the case of New Century licenses, leases and contracts, Supplier has received copies of such licenses, leases and contracts or has otherwise been notified of such operational, administrative and contractual obligations); (v) the administration and exercise as appropriate of all rights available under such licenses, leases and contracts (provided that, in the case of New Century licenses, leases and contracts, Supplier has received copies of such licenses, leases and contracts or has otherwise been notified of the rights available therein); and (vi) the payment of any fees, penalties, charges, interest or other expenses due and owing under or with respect to such licenses, leases and contracts that are incurred, caused by or result from Supplier’s failure to comply with or perform its obligations under this Section 6.4(b) (except to the extent that such failure directly results from a breach by New Century of its obligations under this Agreement).

Operational Responsibility. With respect to Software, Equipment, Equipment leases and Third Party Contracts for which Supplier is operationally responsible under Exhibit 2 Schedule 2, 4.2, 11 or Attachment 412 and any other Third Party Contracts (excluding Third Party Contracts administered by Supplier on a pass-Bthrough basis, which are addressed in Section 11.2) used by Supplier to provide the Services, Supplier shall be responsible for (i) the evaluation, procurementprocurement (i.e., performing administrative activities, but not assuming financial responsibility unless otherwise provided herein), testing, installation, rollout, use, support, management, administration, operation and maintenance of such Software, Equipment, Equipment leases and Third Party Contracts; (ii) the evaluation, procurementprocurement (i.e., performing administrative activities, but not assuming financial responsibility unless otherwise provided herein), testing, installation, rollout, use, support, management, administration, operation and maintenance of new, substitute or replacement Software, Equipment, Equipment leases and Third Party Contracts (including Upgrades, enhancements, new versions or new releases of such Software); (iii) the performance, availability, reliability, compatibility and interoperability of such Software, Equipment and Third Party Contracts each in accordance with this Agreement, including the Service Levels and Change Control Procedures; (iv) the compliance with and performance of the all operational, administrative and contractual obligations specified in the applicable licenses, leases and contracts (provided that, in the case of New Century licenses, leases and contracts, Supplier has received copies of such licenses, leases and contracts or has otherwise been notified of such operational, administrative and contractual obligations); (v) the administration and exercise as appropriate of all rights available under such licenses, leases and contracts (provided that, in the case of New Century licenses, leases and contracts, Supplier has received copies of such licenses, leases and contracts or has otherwise been notified of the rights available therein); and (vi) the payment of any fees, penalties, charges, interest or other expenses due and owing under or with respect to such licenses, leases and contracts that are incurred, caused by or result from Supplier’s failure to comply with or perform its obligations under this Section 6.4(b) 6.4.2 (except to the extent that such failure directly results from a breach by New Century the acts or omissions of Kraft under those licenses, leases or contracts in contravention of its obligations under this Agreement). Kraft agrees that, during the Term, Supplier, in consultation with Kraft, shall direct the actions of the applicable third party vendors with respect to the leases, licenses and Third Party Contracts for which Supplier has operational responsibility hereunder.

Operational Responsibility. With respect to Software, Equipment, Equipment leases and Third Party Contracts for which Supplier Service Provider is operationally responsible under Exhibit Schedule 2 or Attachment 44B and any other Third Party Contracts (excluding Third Party Contracts administered by Service Provider for which Allegheny remains financially responsible, either by paying the invoice directly or by reimbursing Service Provider on a pass-Bthrough basis, Supplier which are addressed in Section 11.2) used by Service Provider to provide the Services, Service Provider shall be responsible for (i) the evaluation, procurementprocurement (i.e., performing administrative activities, but not assuming financial responsibility unless otherwise provided herein), testing, installation, rollout, use, support, management, administration, operation and maintenance of such Software, Equipment, Equipment leases and Third Party Contracts; (ii) the evaluation, procurementprocurement (i.e., performing administrative activities, but not assuming financial responsibility unless otherwise provided herein), testing, installation, rollout, use, support, management, administration, operation and maintenance of new, substitute or replacement Software, Equipment, Equipment leases and Third Party Contracts (including Upgrades, enhancements, new versions or new releases of such Software); (iii) the performance, availability, reliability, compatibility and interoperability of such Software, Equipment and Third Party Contracts each in accordance with this Agreement, including the Service Levels and Change Control Procedureschange management procedures; (iv) the compliance with and performance of the all operational, administrative and contractual obligations specified in the applicable licenses, leases and contracts (provided that, in the case of New Century licenses, leases and contracts, Supplier has received copies of such licenses, leases and contracts or has otherwise been notified of such operational, administrative and contractual obligations); (v) the administration and exercise as appropriate of all rights available under such licenses, leases and contracts (provided that, in the case of New Century licenses, leases and contracts, Supplier has received copies of such licenses, leases and contracts or has otherwise been notified of the rights available therein); and (vi) the payment of any fees, penalties, charges, interest or other expenses due and owing under or with respect to such licenses, leases and contracts that are incurred, caused by or result from SupplierService Provider’s failure to comply with or perform its obligations under this Section 6.4(b) (except to the extent that such failure directly results from a breach by New Century the acts or omissions of Allegheny under those licenses, leases or contracts or in contravention of its obligations under this Agreement). Allegheny agrees that, during the Term, Service Provider, in consultation with Allegheny, shall direct the actions of the applicable third party vendors with respect to the leases, licenses and Third Party Contracts for which Service Provider has operational responsibility hereunder.