Exceptional Circumstance Sample Clauses

The Exceptional Circumstance clause defines situations that are outside the normal expectations of the contract, typically involving unforeseen or extraordinary events. In practice, this clause may apply to events such as natural disasters, government actions, or other incidents beyond the control of the parties involved, and it often outlines the procedures or relief available if such events occur. Its core function is to allocate risk and provide a framework for how the parties should respond to rare but significant disruptions, ensuring that neither party is unfairly penalized for circumstances beyond their control.
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Exceptional Circumstance. ‌ 7.4.1 An "Exceptional Circumstance" is one where: (a) the Acquiring Party's membership of the Contract Club has been suspended; or (b) the Executing Participant has legitimate reason to believe that the Acquiring Party has not been given a right by the Customer to act on its behalf and to give the Instruction; or (c) the Executing Participant becomes aware of an issue or event affecting or involving the Acquiring Party that gives rise to a legitimate concern: (i) about the Executing Participant’s ability to trust the Acquiring Party and rely on the veracity of the Instruction; and/or (ii) that dealing with or continuing to deal with the Acquiring Party would have a negative impact on the reputation of the Executing Participant or that of its Group; and/or (iii) that involves Potential Pensions Liberation; and/or (iv) that dealing with or continuing to deal with the Acquiring Party is likely to put the Executing Participant in breach of Applicable Law and/or would give rise to a right for a Regulator to impose a regulatory fine or sanction on the Executing Participant. An "Exceptional Circumstance" does not include any of the exceptional processes referred to in the SLA to which the exception handling process set out in the SLA will apply. 7.4.2 In an Exceptional Circumstance, the Executing Participant will be required to fulfil a Transfer Instruction but, for as long as the Exceptional Circumstance persists, will: (a) not be required to undertake this in accordance with the Service Levels; (b) not be required to communicate via electronic messaging, even where the Transfer Instruction is received in a Message, and may revert to manual communication and processing to fulfil the Transfer; and (c) be able to request such additional information as it requires from the Acquiring Party, Customer and/or Adviser to give it sufficient comfort to enable it to carry out the Transfer. 7.4.3 Any Dispute between Participants about an Exceptional Circumstance, including whether any Exceptional Circumstance has arisen or whether the concern giving rise to an Exceptional Circumstance is legitimate, will be determined in accordance with Clause 12.6 of the By-laws.
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Exceptional Circumstance where used herein, refers to a situation affecting a correctional officer’s ability to participate in working a mandatory extended workday, including, but not limited to: (a) personal or family illness, (b) critical training obligations, (c) unavoidable transportation problems, or (d) child care difficulties.
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Exceptional Circumstance. Except as otherwise expressly provided, failure to comply with any of the terms, conditions and provisions of this Contract which is caused by exceptional circumstances shall not give the LCCG or the Provider the right to terminate this Contract if appropriate precautions, including due care and reasonable alternative measures, have been taken with the objective of carrying out its obligations under this Contract. For the purpose of this Contract, exceptional circumstances means circumstances or occurrences beyond the reasonable control of the party which is affected and which prevents the party from performing in whole or in part its duties under this Contract. It is intended that the LCCG and the Provider will mutually agree any changed situation arising out of exceptional circumstances. In any event that no such agreement can be reached, the procedure outlined in Notices and Resolution of Disputes shall apply. Both parties will ensure there are effective procedures for the management of all serious untoward incidents. The Provider will notify the LCCG if any arise; detailing risk assessment, corrective action taken and who has been notified both within the organisation and externally.
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Related to Exceptional Circumstance

  • Exceptional Circumstances Sourcewell retains the right to consider additional extensions as required under exceptional circumstances.

  • Special Circumstances An employee shall be entitled to extend the maternity leave by up to an additional six (6) consecutive weeks' leave without pay where a physician certifies the employee as unable to return to work for medical reasons related to the birth. An employee shall be entitled to extend the parental leave by up to an additional five (5) consecutive weeks' leave without pay where the child is at least six (6) months of age before coming into the employee's care and custody and the child is certified as suffering from a physical, psychological or emotional condition. Provided however, that in no case shall the combined maternity and parental leave exceed fifty-two (52) consecutive weeks following the commencement of the leave.

  • Adverse Circumstances No condition, circumstance, event, agreement, document, instrument, restriction, litigation or proceeding (or threatened litigation or proceeding or basis therefor) exists which: (i) would have a Material Adverse Effect upon Debtor; or (ii) would constitute an Event of Default or an Unmatured Event of Default.

  • No Change in Facts or Circumstances All information in the application for the loan submitted to Lender (the "Loan Application") and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan Application are complete and accurate in all material respects. There has been no material adverse change in any fact or circumstance that would make any such information incomplete or inaccurate.

  • Changed Circumstances (a) In the event that: (i) on any date on which the Eurodollar Rate would otherwise be set the Lender shall have determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the Eurodollar Rate, as the case may be, or (ii) at any time the Lender shall have determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of, or conversion of any Loan to, a Eurodollar Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank eurodollar market or (2) compliance by the Lender with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); or (B) the Eurodollar Rate shall no longer represent the effective cost to the Lender for United States dollar deposits in the interbank eurodollar market; then, and in any such event, the Lender shall promptly so notify the Borrower thereof in writing. Until the Lender notifies the Borrower that the circumstances giving rise to such notice no longer apply, the Lender’s obligation to allow selection by the Borrower of the type of Loan affected by the contingencies described in this Section 2.11(a) (herein called “Affected Loans”) shall be suspended. If at the time the Lender so notifies the Borrower, the Borrower has previously given the Lender a Notice of Borrowing or Conversion with respect to one or more Affected Loans but such Loans have not yet gone into effect, the Borrower shall have been deemed to have requested that such Loans be made or converted, as applicable, to Base Rate Loans. Upon such date as shall be specified in such notice from the Lender (which shall not be earlier than the date such notice is given) the Borrower shall, with respect to the outstanding Affected Loans, be deemed to have converted such Affected Loans to Base Rate Loans, but shall remain obligated to pay any amounts required to be paid pursuant to Section 2.16. (b) In case any law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law), in each case, effective after the date hereof: (i) subjects the Lender to any Tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrower or otherwise with respect to the transactions contemplated hereby (except for Taxes imposed by way of withholding or deduction, which shall be governed solely and exclusively by Sections 2.21 and 2.22), or (ii) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, the Lender (other than such requirements as are already included in the determination of the Eurodollar Rate), or (iii) imposes upon the Lender any other condition with respect to its performance under this Agreement or any other Loan Document, and the result of any of the foregoing is to increase the cost to the Lender, reduce the income receivable by the Lender or impose any expense upon the Lender with respect to any Loans or any payments made under or with respect to the Letters of Credit, the Lender shall promptly notify the Borrower thereof. The Borrower agrees to pay to the Lender the amount of such increase in cost, reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon presentation by the Lender of a written statement of such amount and setting forth in reasonable detail the Lender’s calculation thereof, which statement shall be deemed true and correct absent manifest error. Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate the Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that the Lender notifies the Borrower of the Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect.