Reduction in Payment. a) The LOC accepts that according to the agreement between FIS and the Rights Holder, the latter shall be entitled to make reductions in payments to the FIS if the infrastructure and facilities and the services to be provided by the LOC are not delivered in time or are of unsatisfactory quality. b) In particular, if the LOC does not deliver the infrastructure, facilities and/or services specified in the Technical Annex and pursuant to this Agreement to the full satisfaction of the Rights Holder, and: (i) the Rights Holder has notified FIS and the LOC in writing of such non- delivery giving the LOC reasonable time to remedy such non-delivery (if capable of remedy), and; (ii) such non-delivery has, in the reasonable opinion of the Rights Holder, a material adverse effect on the Rights, then FIS shall be entitled to make an equitable reduction in the consideration payable to the LOC in respect of the FIS Championship. The amount of such a reduction shall be determined in good faith between the Rights Holder, the LOC and FIS. c) In the event of documented breaches of delivery of the infrastructure, facilities and services specified in the Technical Annex (Appendix 3) in the Agreement and in particular in Clause 8.9 above which are not timely remedied by the LOC, FIS shall be entitled to withhold the amount claimed from the last payment of consideration due to the LOC through FIS in respect of the FIS Championships. The amount of such a withholding shall be determined in good faith between the LOC and FIS, after consultation with the Rights Holder. d) If the FIS Championships or any Competition(s) constituting part of the FIS Championships is or are cancelled for any reason whatsoever (other than due to a Force Majeure Event), (by way of clarification and not limitation a Competition is deemed to have been cancelled if the results do not count as World Championships results), the FIS shall give written notice to the LOC of the occurrence of such event and any action required to resolve it (if capable of solution). If the problem is not resolved within a reasonable period or is incapable of resolution, the Parties will meet as soon as possible to discuss the impact of the non-staging of the FIS Championships or any Competition and shall agree in good faith without delay an appropriate reduction in the consideration payable by the FIS to reflect such non-staging. Appendix 5 sets out the percentage value for each race of the FIS Championships which shall be used in calculating the reduction referred to herein. e) Until such time as the amount of the reduction has been agreed, the FIS shall have the right to suspend its payment obligations hereunder. The National Association, the City, the LOC and FIS will use reasonable endeavours at all times to reach a resolution of any such discussions as expeditiously as possible. If any monies have been paid by the FIS prior to the FIS Championships and which exceed the amounts that should have been paid following the reductions agreed by the parties pursuant to this Clause 8.11, then the LOC shall promptly reimburse all such prepaid monies. f) The amount payable by FIS to the LOC shall be reduced pro rata where the LOC does not organise or stage the FIS Championships in accordance with this contract and/or is responsible for an impairment, material devaluation or non-delivery of the Rights to the Rights Holder. g) Furthermore, if the FIS reasonably determines that the preparations for the FIS Championship are not being fulfilled by the National Association, the City or the LOC, it shall be entitled to notify the National Association, the City and the LOC, jointly and/or severally by registered mail or e-mail, that they are in default, (such notification setting out the alleged default in sufficient detail to enable the National Association, the City and the LOC to rectify the default) and withhold some or all of the next due payment(s) until such time as the preparations are, in the reasonable opinion of FIS, on track.
Appears in 1 contract
Sources: Hosting Contract
Reduction in Payment. a) The LOC accepts that according to the agreement Agreement between FIS and the Rights HolderInfront, the latter shall be entitled to make reductions in payments to the FIS if the infrastructure and facilities and the services to be provided by the LOC are not delivered in time or are of unsatisfactory quality.
b) . In particular, if the LOC does not not:
a) deliver the infrastructure, infrastructure and facilities and/or services specified in the Technical Annex and pursuant to this Agreement to the full satisfaction of the Rights HolderInfront, and:
(i) the Rights Holder Infront has notified FIS and the LOC in writing of such non- non-delivery giving the LOC reasonable time to remedy such non-delivery (if capable of remedy), and;
(ii) such non-delivery has, in the reasonable opinion of the Rights HolderInfront, a material adverse effect on the Rightsrights awarded to it pursuant to this Agreement, then FIS shall be entitled to make an equitable reduction in the consideration payable to the LOC in respect of the FIS Championship. The amount of such a reduction shall be determined in good faith between the Rights HolderInfront, the LOC and FIS.;
cb) deliver the services specified in the Technical Annex and pursuant to this Agreement to the full satisfaction of Infront, and;
(i) Infront has notified FIS and the LOC in writing of such non-delivery giving the LOC reasonable time to remedy such non-delivery (if capable of remedy), and;
(ii) such non-delivery has, in the reasonable opinion of Infront, a material adverse effect on the rights awarded to it pursuant to this Agreement, then FIS shall be entitled to make an equitable reduction in the consideration payable to the LOC in respect of such FIS Championship. The amount of such a reduction shall be determined in good faith between Infront, the LOC and FIS; In the event of documented breaches of delivery of the infrastructure, facilities and services specified in the Technical Annex (Appendix 3) ), in the Agreement and in particular in Clause 8.9 above which are not timely remedied by the LOC, above. FIS shall be entitled to withhold the amount claimed from the last payment of consideration due to the LOC through FIS in respect of the FIS Championships. The amount of such a withholding shall be determined in good faith between Infront, the LOC and FIS, after consultation with the Rights Holder.
d) . If the FIS Championships or any Competition(scompetition(s) constituting part of the FIS Championships is or are cancelled for any reason whatsoever (other than due to a Force Majeure Event)whatsoever, (by way of clarification and not limitation a Competition competition is deemed to have been cancelled if the results do not count as World Championships results), the FIS shall give written notice to the LOC of the occurrence of such event and any action required to resolve it (if capable of solution). If the problem is not resolved within a reasonable period or is incapable of resolution, the Parties parties will meet as soon as possible to discuss the impact extent of the non-non- staging or postponement of the FIS Championships or any Competition and shall agree in good faith without delay an appropriate reduction in the consideration payable by the FIS to reflect such non-staging. Appendix 5 sets out the percentage value for each race of the FIS Championships which shall be used in calculating the reduction referred to herein.
e) . Until such time as the amount of the reduction has been agreed, the FIS shall have the right to suspend its payment obligations hereunder. The National Association, the City, the LOC and FIS will use reasonable endeavours at all times to reach a resolution of any such discussions as expeditiously as possible. If any monies have been paid by the FIS prior to the staging of the FIS Championships and which exceed the amounts that should have been paid following the reductions agreed by the parties pursuant to this Clause 8.11with such cancelled competitions, then the LOC shall promptly reimburse all such prepaid monies.
f) . The amount payable by FIS to the LOC shall be reduced pro rata where the LOC does not organise or stage the FIS Championships in accordance with this contract and/or is responsible for an impairment, material devaluation or non-non delivery of the Rights to the Rights Holder.
g) Infront. Furthermore, if the FIS reasonably determines that the preparations for the FIS Championship are not being fulfilled by the National Association, the City or the LOC, it shall be entitled to notify the National Association, the City and the LOC, jointly and/or severally by registered mail or e-mail, that they are it is in default, (such notification setting out the alleged default in sufficient detail to enable the National Association, the City and the LOC to rectify the default) and withhold some or all of the next due payment(s) as defined in Clause 8.10 above until such time as the preparations are, in the reasonable opinion of FIS, on track.
Appears in 1 contract
Sources: Hosting Contract