IN WRITING, TUBOS SHALL
PROVIDE ADDITIONAL SERVICES TO THE COMPANY.
THE SCOPE AND TERM OF ANY SUCH
SERVICES AND THE OTHER TERMS AND CONDITIONS APPLICABLE TO SUCH SERVICES, SHALL
BE AS MUTUALLY AGREED BY TUBOS AND THE COMPANY.
NOTHING HEREIN SHALL CREATE ANY
OBLIGATION ON THE PART OF TUBOS TO PROVIDE ANY ADDITIONAL SERVICES.
SECTION 2.3
SERVICES PERFORMED BY THIRD PARTIES.
AT ITS OPTION,
TUBOS 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 TUBOS (AN "OUTSOURCED SERVICE").
TUBOS 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.
TUBOS 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 TUBOS 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.
TUBOS SHALL PROMPTLY NOTIFY THE COMPANY IF ANY PERSON THAT PROVIDES A
VENDOR SERVICE NOTIFIES TUBOS THAT IT INTENDS TO TERMINATE OR OTHERWISE CEASE TO
PROVIDE VENDOR SERVICES TO, OR FOR THE BENEFIT OF, THE COMPANY OR
3
TUBOS.
UNLESS TUBOS 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 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 TUBOS 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 TUBOS ENTITIES OR TO THE EXTENT THE PROVISION OF SUCH SERVICE WOULD REQUIRE
THE TUBOS ENTITIES TO VIOLATE ANY APPLICABLE LAW.
THE TUBOS 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 TUBOS ENTITIES OR, IF APPLICABLE,
THIRD-PARTY PROVIDERS OF SERVICES TO THE TUBOS ENTITIES, AND SUCH FAILURE TO
PERFORM CONTINUES FOR MORE THAN THREE (3) CONSECUTIVE DAYS (EACH, AN "EVENT OF
FORCE MAJEURE").
TUBOS WILL NOTIFY THE COMPANY, PROMPTLY UPON BECOMING AWARE
THEREOF, OF ANY EVENT OF FORCE