LSS
MAY CAUSE ANY SERVICE IT IS REQUIRED TO PROVIDE HEREUNDER TO BE PROVIDED BY ANY
THIRD PARTY THAT IS PROVIDING, OR MAY FROM TIME TO TIME PROVIDE, THE SAME OR
SIMILAR SERVICES FOR LSS (AN "OUTSOURCED SERVICE").
LSS SHALL REMAIN
RESPONSIBLE, IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, FOR THE PERFORMANCE
OF ANY SERVICE IT CAUSES TO BE PROVIDED PURSUANT TO THIS SECTION 2.3.
SECTION 2.4
VENDOR SERVICES.
LSS AND THE COMPANY SHALL COOPERATE
AND USE THEIR COMMERCIALLY REASONABLE EFFORTS TO SEEK THE CONTINUATION OF THE
PROVISION TO THE COMPANY AND ITS SUBSIDIARIES OF THE VENDOR SERVICES, INCLUDING,
BUT NOT LIMITED TO, USING COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ALL
NECESSARY CONSENTS; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL LSS OR ANY OF ITS
SUBSIDIARIES OR AFFILIATES (OTHER THAN THE COMPANY AND ITS SUBSIDIARIES) BE
OBLIGATED TO INCUR ANY COST OR EXPENSES, PAY ANY SUMS, WAIVE ANY RIGHT OR AGREE
NOT TO ENFORCE ANY OBLIGATION OWED TO IT IN ORDER TO CONTINUE SUCH VENDOR
SERVICES.
LSS SHALL PROMPTLY NOTIFY THE COMPANY IF ANY PERSON THAT PROVIDES A
VENDOR SERVICE NOTIFIES LSS THAT IT INTENDS TO TERMINATE OR OTHERWISE CEASE TO
PROVIDE VENDOR SERVICES TO, OR FOR THE BENEFIT OF, THE COMPANY OR LSS.
UNLESS
LSS HAS CONTRACTED WITH A THIRD PARTY FOR THE PROVISION OF VENDOR SERVICES TO
THE COMPANY AND/OR ITS SUBSIDIARIES FOLLOWING THE DATE OF THIS AGREEMENT,
NOTHING HEREIN SHALL PREVENT THE COMPANY OR ITS SUBSIDIARIES FROM INDEPENDENTLY
OBTAINING ANY SERVICES FROM THIRD
3
PARTY VENDOR SERVICE PROVIDERS AND, SO LONG AS SUCH SERVICES ARE PAID FOR AND
ARRANGED INDEPENDENTLY BY THE COMPANY OR ITS SUBSIDIARIES, SUCH SERVICES WILL
NOT CONSTITUTE SERVICES HEREUNDER.
SECTION 2.5
FORCE MAJEURE.
THE LSS ENTITIES SHALL NOT 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
THE LSS ENTITIES OR TO THE EXTENT THE PROVISION OF SUCH SERVICE WOULD REQUIRE
THE LSS ENTITIES TO VIOLATE ANY APPLICABLE LAW.
THE LSS ENTITIES SHALL HAVE NO
OBLIGATION TO PERFORM OR CAUSE THE SERVICES TO BE PERFORMED IF ITS FAILURE TO DO
SO IS CAUSED BY OR RESULTS FROM ANY ACT OF GOD, GOVERNMENTAL ACTION, NATURAL
DISASTER, STRIKE, FAILURE OF ESSENTIAL EQUIPMENT OR ANY OTHER CAUSE OR
CIRCUMSTANCE BEYOND THE CONTROL OF THE LSS ENTITIES OR, IF APPLICABLE,
THIRD-PARTY PROVIDERS OF SERVICES TO THE LSS ENTITIES, AND SUCH FAILURE TO
PERFORM CONTINUES FOR MORE THAN THREE (3) CONSECUTIVE DAYS (EACH, AN "EVENT OF
FORCE MAJEURE").
LSS WILL NOTIFY THE COMPANY, PROMPTLY UPON BECOMING AWARE
THEREOF, OF ANY EVENT OF FORCE MAJEURE AFFECTING THE PROVISION OF SERVICES BY
THE LSS ENTITIES TO THE COMPANY.
LSS AGREES THAT FOLLOWING ANY EVENT OF FORCE
MAJEURE, LSS WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO RESTORE SUCH
SERVICES AS SOON AS REASONABLY PRACTICABLE.
ARTICLE III.
INDEMNIFICATION
SECTION 3.1
INDEMNIFICATION BY THE COMPANY.
THE COMPANY SHALL
INDEMNIFY AND HOLD HARMLESS EACH LSS ENTITY AND THEIR RESPECTIVE PARENT
ENTITIES, DIRECTORS, OFFICERS,