STEP-IN Sample Clauses
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STEP-IN. 7.1 If:
7.1.1 any default or non-performance by the Service Provider occurs and as a result, the performance of any business critical service is prevented, hindered, degraded or delayed for more than two (2) consecutive days;
7.1.2 the Service Provider is excused from the performance of the Services pursuant to a Force Majeure event;
7.1.3 a regulator requires Aspen to do so; or
7.1.4 the circumstances in paragraph 13.1 of Schedule 10 (Exit Plan and Service Transfer Arrangements) occur, then, without limiting any other rights it may have, Aspen may take control of the part of the Services (including the entirety of an impacted Service Tower) affected by the Service Provider default or non-performance, or the Force Majeure event and in the case of clause 7.1.3, Aspen shall take control of the part of the Services affected by the regulatory direction (in each case, “Step In”) for a maximum period of two (2) months after which Aspen shall either terminate this Agreement pursuant to any rights to do so hereunder it may have or allow the Service Provider to resume performance of the relevant Service.
7.2 In exercising its rights of Step In Aspen may perform any act that Aspen deems reasonably necessary in order to restore the Services (including by engaging a third party service provider) or may direct the Service Provider to procure those Services from a third party supplier provided that Aspen: (i) complies with the Service Provider’s reasonable security and confidentiality policies as notified to Aspen; (ii) procures that any third party that it engages signs an Agreed Form NDA, with an obligation to erect “ethical walls” within its own organisation to protect the Service Provider’s confidentiality, if the third party stepping in is a competitor of the Service Provider; (iii) does not have unsupervised access to the Service Provider’s facilities and shared computing environment; and (iv) does not require the Service Provider to disclose its commercially sensitive information to any third party.
7.3 Where a third party supplier is engaged in connection with a Step In, the Service Provider shall be liable for the payment of the difference between the sums that would have been paid to the Service Provider for the provision of those Services and the sums payable to the third party supplier for performing the same, for as long as the failure to perform continues (save for where the Step In is a result of a Force Majeure event or consequent to a regulatory directi...
STEP-IN.
4.1 Step-In Notice Subject to Section 4.3 and without prejudice to the Security Trustee’s rights under the Security Documents, the Agent may give the Authority a notice (a “Step-In Notice”) at any time during an Indicative Notice Period or a Termination Notice Period, as the case may be.
STEP-IN. If Nuvectis elects not to prosecute or maintain any part of the Licensed Patents and/or Additional Licensed Patents or not to file a Patent application, in any Target Patent Country, it shall give University no less than [***] written notice of its intention together with all information necessary to enable University to determine whether to maintain or file such Patent or Patent application. During that [***] notice period, Nuvectis shall retain the responsibility for the prosecution and maintenance of the Licensed Patents and/or Additional Licensed Patents identified in such notice (each, an “Abandoned Patent”). From the date of expiry of such notice:
6.2.1 Nuvectis shall cease to be licensed under the Patents identified in the notice and such Patents shall be deemed to be removed from the definition of Licensed Patents and/or Additional Licensed Patents;
6.2.2 Nuvectis shall, at University’s request, promptly transfer a copy to University of any and all documents and information in Nuvectis’s control and possession relating to the Abandoned Patents (subject to any redactions relating to Patents other than the Abandoned Patents); and
6.2.3 University may prosecute or abandon the Abandoned Patents at University’s sole discretion, cost and expense and grant rights under the Abandoned Patents to any person without further reference to Nuvectis.
STEP-IN. 26.1 If the Authority reasonably believes that it needs to take action in connection with the Services:
26.1.1 because a serious risk exists to the health or safety of persons or property or to the environment; and/or
26.1.2 to discharge a statutory duty, then the following provisions will apply.
26.2 The Authority will provide notice to the Contractor in writing of the following:
26.2.1 the action it wishes to take;
26.2.2 the reason for such action;
26.2.3 the date it wishes to commence such action;
26.2.4 the time period which it believes will be necessary for such action; and
26.2.5 to the extent practicable, the effect on the Contractor and its obligations to provide the Services during the period such action is being taken.
26.3 Following service of the notice required in Clause 26.2, the Authority or a third party appointed by the Authority for the purpose will take such action as is notified under these provisions and any consequential additional action as the Authority reasonably believes is necessary (the “Required Action”) and the Contractor will give all reasonable assistance to the Authority or such third party while it is taking such Required Action (such assistance to be at the expense of the Authority).
26.4 For so long as and to the extent that the Required Action is taken, and this prevents the Contractor from providing any part of the Services, the Contractor will be relieved from its obligations to provide such part of the Services and the Authority will not be liable to pay the Contract Price for such part of the Services (except to the extent that the Authority will pay the Contractor for the assistance it provides in accordance with Clause 26.3).
STEP-IN. 20.1 Without prejudice to any of its other rights under this Contract, GEPB shall be entitled (but not obliged), to step-in or instruct a third party to step in and undertake actions in accordance with Clause 20.3 upon giving seven (7) days prior written notice to the Manager if a Manager Event of Default occurs that:
20.1.1 is (individually or in aggregate) so substantial as to adversely and materially affect the present or future ability of the Terminal to operate in accordance with International Best Practice; and
20.1.2 has not been remedied within sixty (60) days from the date of a Notice of Default issued by GEPB, (a "Step-In Event").
20.2 If a Force Majeure Event occurs which presents a material and immediate risk that the Terminal will not be operated safely and consistently in accordance with International Best Practice, the Parties shall work together to ensure that the Terminal is operated safely and consistently and on the understanding that if the Parties cannot agree on the action required and/or the allocation of costs associated with such action, they shall refer the matter to an Independent Expert who shall determine the most appropriate course of action in all the circumstances as well as the allocation of costs associated with such action.
20.3 Following the expiry of the notice period referred to in Clause 20.1 following the occurrence of a Step-In Event, GEPB shall have the right to step-in and may notify in writing the Manager of the following:
20.3.1 a description of the emergency remedial action it intends to take, which may include the taking over of the management, operation and maintenance of all or part of the Terminal and Equipment, including by limiting the access of the Manager to the Terminal, by operating the Equipment and by giving instructions to the personnel;
20.3.2 the reason for such action;
20.3.3 the date it wishes to commence such action;
20.3.4 the time period which it believes will be necessary for such action; and
20.3.5 to the extent practicable, the effect on the Manager and its obligations to provide the Services during the period such action is being taken.
20.4 GEPB shall exercise its Step-In Right directly or may instruct any third party of its choice to act on its behalf.
20.5 In any event, at all times during the exercise of its Step-In Right, GEPB shall comply with International Best Practice and the same standards as the Manager in the performance of its obligations under this Contract.
20.6 Whilst GEP...
STEP-IN. This Part describes how HUD can “step-in” to perform the Services, instead of the Provider, if it needs to.
STEP-IN. If Rivtow receives a notice from the Customer that the Customer elects to exercise its step-in rights, the Trust Manager must take all reasonable steps to assist Rivtow and the Customer or their nominees.
STEP-IN. If any Service Disruption occurs, Company may, at its option and without prejudice to any other rights or remedies under this Agreement or the relevant Order, undertake one or more of the following (each a “Step-In”):
(i) Where Company considers it necessary to do so, in its reasonable business judgment, suspend Provider’s right and obligation to provide any or all of the Services; and/or
(ii) Itself provide, and/or engage a replacement service provider to provide any or all of the disrupted Services; and/or
(iii) Locate one or more Company Personnel in any Agreed Service Location to work with the relevant Provider Personnel and to oversee and manage the provision of all or any Services.
STEP-IN. 4.1 Step-In Notice
STEP-IN. In the event the Step-In Notice is given by Buyer pursuant to subsection 13.04(a)(1) or (2) above, Buyer at its option shall have the right to succeed to all right, title, and interest of Seller in and to the Dedicated Lignite and all mining equipment, permits, rights and other assets for the Mine, and, if elected by Buyer in its Step-In Notice, that portion of the Mine which is necessary for producing the Dedicated Lignite. For all mining equipment, permits, rights, or other assets to which Buyer shall take title pursuant to a Step-In Notice pursuant to subsection 13.04(a)(1) or (2) above, Buyer will pay Seller the Fair Market Value thereof, less any damages or costs incurred by Buyer as a result of Seller's default as of the date of Buyer's Step-In. The Fair Market Value of any property as of any date shall mean the cash price obtainable in an arm's length sale between an informed and willing buyer (under no compulsion to purchase) and an informed and willing seller (under no compulsion to sell), for the property in question. Such price may be established by a bona fide offer to Seller for the purchase of such property which Seller is willing to accept or by mutual agreement of the Parties. If Fair Market Value cannot be established by the process described above, such Fair Market Value shall be the value determined in accordance with a procedure ("Appraisal Procedure") whereby two independent appraisers, one chosen by Buyer and one by Seller, shall mutually agree upon the Fair Market Value determination described herein. Buyer and Seller shall each deliver a written notice to the other appointing its appraiser within fifteen (15) Days after one Party has notified the other Party of its desire to utilize the Appraisal Procedure to establish a Fair Market Value. If, within thirty (30) Days after their appointment, the two appraisers are unable to agree to the Fair Market Value, a third independent appraiser shall be chosen within ten (10) Days thereafter by the mutual consent of such first two appraisers. However, if such first two appraisers fail to agree upon the appointment of a third appraiser, such appointment shall be made by the AAA, or any successor organization thereof, and shall be a disinterested person qualified in the matter to be determined. The three appraisers shall make the determination of Fair Market Value in accordance with the rules of the AAA or any such successor then in effect, and such determination shall be binding and conclusive...