Performance Remedies Clause Samples

Performance Remedies. Notwithstanding any acceptance by Nielsen under Section 7, if any of the Products delivered by Seller do not meet the warranties specified herein or otherwise applicable, Nielsen has the right, at its option, to: (i) require Seller to correct any defective or non- conforming Products by repair or replacement or reperformance at no charge to Nielsen; (ii) return such defective or non-conforming Products to Seller at Seller's expense and recover from Seller all amounts paid heretofore; (iii) correct the defective or non-conforming Products itself and charge Seller the cost of such correction; or (iv) utilize the defective Products and require an appropriate reduction in price. ▇▇▇▇▇▇▇'▇ approval of Seller's product, services or design shall not relieve Seller of the warranties set forth herein, nor shall waiver by Nielsen of a requirement pertaining to any acceptance criteria, drawing or specification for one or more of the Products constitute a waiver of such requirements for the remaining Products to be delivered hereunder unless so stated by Nielsen in writing.

Performance Remedies. In the event the Participating Entity Services provided by Vendor hereunder do not maintain a reliable 99.9% uptime-performance each calendar month for the SAVNS coresystem, Named Entity interface services, and notification interfaces, the Named Entity may withhold any Quarterly Fee due to the Vendor funds under Section 5 of this Contract based on a pro-rata amount equal to the duration of the outage for any prior billing quarter. The amount of withholding shall be calculated on a proportional amount for all Participating Entity Services provided to Named Entity in the billing quarter in which the monthly 99.9% uptime-performance requirement was not met. Accordingly, any outage in any portion of the SAVNS core system, Named Entity interface services, and notification interfaces for registered parties, shall be counted against the 99.9% uptime performance requirement. Notwithstanding the foregoing, the Vendor shall not be responsible due to any delay caused by, and shall not have its uptime-performanceimpacted by: scheduleamendments requested by the OAG (including any requests of Named Entity and any third party vendors of the OAG or the Named Entity); delays as the result of activity that is the responsibility of the OAG; delays that are otherwise agreed upon by the parties; any other delay not specifically addressed herein but that is otherwise caused by the acts or omissions of the OAG, Named Entity or any third party vendors of the OAG and Named Entity; and any delays caused by a Force Majeure Event as defined in the Section 15.10 of the OAG Standard Terms and Conditions.

Performance Remedies. If Buyer fails to pay the Total Purchase Price or any other payment due hereunder as or when due, or fails to perform any other term or condition of this Agreement, then such failure shall constitute an Event of Default. If an Event of Default occurs, Seller may do any or all of the following: (1) terminate this Agreement with respect to one or more units of Equipment or the entire Agreement, at Seller's sole option; (2) repossess any or all of the Equipment and bring an action against Buyer for any deficiency to recover the full benefits of its bargain under this Agreement; (3) designate an attorney to appear for Buyer in any court of record and confess judgment against Buyer for the amount of any unpaid balance due on this Agreement with interest accrued hereon, as set out below, together with costs of suit and the sum of fifteen percent (15%) of such unpaid balance as attorneys' fees. Moreover, any balance due owed by Buyer on this Agreement not timely paid shall bear interest at the rate of one and one-half percent (1 ½%) per month or the maximum rate permitted by law, whichever is lower; (4) exercise any and all rights and remedies available at law or in equity.

Performance Remedies. (A) Buyer shall be deemed to be in default hereunder upon the occurrence of any of the following events (“Events of Default”): (1) Buyer shall fail to pay the Total Purchase Price or any other payment due hereunder the Sale Agreement; (2) any representation or warranty of Buyer shall have been untrue in any material respect when made, or, any information submitted by Buyer to Seller shall be false or misleading in any material respect; or (3) Buyer shall have defaulted under any other agreement with ▇▇▇▇▇▇▇▇ Scotsman. If an Event of Default occurs, Seller may do any or all of the following: (1) terminate the Sale Agreement with respect to one or more units of Equipment or the entire Sale Agreement, at Seller's sole option; (2) Repossess, retake, and/or retain any or all of the Equipment free of all rights and claims of Buyer without notice, without legal process, or judicial intervention, and without releasing Buyer of any term, covenant or condition provided herein ; (3) Declare all other unpaid amounts, Taxes and Fees, and charges including but not limited to delay/storage fees and/or termination charges under this Sale Agreement and/or any other agreement with ▇▇▇▇▇▇▇▇ Scotsman immediately due and payable and bring an action against Buyer for any deficiency to recover the full benefits of its bargain under the Sale Agreement; (4) designate an attorney to appear for Buyer in any court of record and confess judgment against Buyer for the amount of any unpaid balance due under the Sale Agreement with interest accrued hereon, as set out below, together with costs of suit and the sum of fifteen percent (15%) of such unpaid balance as attorneys' fees. Moreover, any balance due owed by Buyer under the Sale Agreement not timely paid shall bear interest at the rate of one and one-half percent (1 ½%) per month or the maximum rate permitted by law, whichever is lower; and (5) exercise any and all rights and remedies available at law or in equity. Seller’s waiver of any Event of Default shall not constitute a waiver of any other Event of Default or a waiver of any term or condition of this Sale Agreement. Buyer shall pay all Seller’s legal fees and all other costs and expenses incurred by reason of any Event of Default. No right or remedy referred to herein is intended to be exclusive and each may be exercised concurrently or separately and from time to time. The failure of Seller to insist at any time upon the strict performance of any of the terms, covenants, or ...

Performance Remedies. The question of what penalties or other action might be appropriate in any situation where TCG believes, based on a statistically significant number of reports described above, that Bell Atlantic is not complying with the performance standards referenced in subsection 27.1 above shall be resolved, in the first instance, through negotiations between the Parties and, failing successful negotiations, through the complaint processes of the Commission, the FCC, or a court of competent jurisdiction. ▇▇ agrees to join TCG in encouraging the Commission to develop expedited procedures for the resolution of any performance-related complaints.

Performance Remedies. Subject to clauses 5.2 and 5.3, the Client agrees to give Delaware a reasonable opportunity to remedy any error or defect caused solely by Delaware in the provision by Delaware of the Services or Deliverables to the Client. Delaware shall use all reasonable endeavours to implement such remedy as soon as reasonably practicable after any such failure or shortcoming caused by Delaware is identified and reported to it by the Client in writing during the period of the relevant Statement of Work. Delaware shall have no liability or obligation pursuant to clause 5.1 unless the Client provides to Delaware in writing a reasonably detailed description of the error or defect caused by Delaware in the provision of the Services or the Deliverables on which the Client seeks to rely within a reasonable time frame and in any case not later than fifteen (15) Business Days from the date on which the Client became aware or ought reasonably to have become aware of such error or defect. For the avoidance of doubt, the Parties agree that Delaware shall have no liability or obligation pursuant to clause 5.1, following expiry or termination of the relevant Statement of Work under which the relevant Services and/or Deliverables have been provided. Except as provided in this Agreement and/or any Statement of Work, there are no express warranties, representations, undertakings or conditions (statutory or otherwise) made by either Party and all warranties, representations, undertakings and conditions (statutory or otherwise) implied to be made by either Party, including implied warranties as to satisfactory quality and fitness for a particular purpose, are hereby excluded to the maximum extent permitted by Applicable Laws.

Performance Remedies. The question of what remedies or other action might be appropriate in any situation where ACI believes, based on a statistically significant number of reports described above, that ▇▇▇▇ Atlantic is not complying with the performance standards referenced in subsection 27.1 above shall be resolved, in the first instance, through negotiations between the Parties and, failing prompt and successful negotiations, through the complaint processes of the Commission, the FCC, or a court of competent jurisdiction. BA agrees to join ACI in encouraging the Commission to develop expedited procedures for the resolution of any performance-related complaints.

Performance Remedies. Should all or any component of the Facilities fail to meet its agreed design capability, the Turnkey Contractor shall at its own expense and within such a time frame so as not to delay achievement of Provisional Acceptance beyond the Guaranteed Completion Date for the Land Acquisition and Construction Phase, implement reasonable repair and replacement alternatives as required to enable all or such deficient component or the Facilities to comply with all of the guaranties set forth in Sections 9.1, 9.2, and 9.3 (“Performance Guaranties”).

Performance Remedies. Notwithstanding anything to the contrary herein, this Section 10 shall be subject to the provisions of Section 18.6 (Performance Remedies).