Step-in Action Sample Clauses

Step-in Action. 10.15.1 If at any time during the term of this Agreement the AUTHORITY reasonably believes that it needs to take Step-in Action in respect of any Service: 10.15.1.1 because an event of Force Majeure has occurred which would seriously prejudice the continued provision of such Service in accordance with the Service Levels and this Agreement, or because there is a serious risk of such an event of Force Majeure occurring, or 10.15.1.2 because the AUTHORITY is entitled to terminate this Agreement, pursuant to Clauses 11.3 or 11.4; or 10.15.1.3 because there is a serious risk that the AUTHORITY be entitled to terminate this Agreement pursuant to Clauses 11.3 or 11.4, the AUTHORITY shall be entitled to take Step-in Action in accordance with Clauses 10.15.2 to 10.15.6 below. 10.15.2 Where the AUTHORITY wishes to exercise its entitlement in Clause 10.15.1 to take Step-in Action and provided that the AUTHORITY has, where reasonably practicable, first consulted with the CONTRACTOR and the CONTRACTOR has been unable to demonstrate to the AUTHORITY’s reasonable satisfaction that it is able to provide the Services in accordance with this Agreement, it shall notify the CONTRACTOR in writing of the following matters (and shall use reasonable endeavours to provide such notification fourteen (14) days prior to the date the action will commence): 10.15.2.1 the action that it intends to take; 10.15.2.2 the reason for taking such action; 10.15.2.3 the date from which such action shall commence; 10.15.2.4 the time period that it believes to be necessary for such action; and 10.15.2.5 to the extent practicable, the effect on the CONTRACTOR and its obligation to provide the Services during the period such action is being taken. 10.15.3 Following service of such notice, the AUTHORITY may take Step-In Action as notified under Clause 10.15.2 above and any consequential additional action as it reasonably believes is necessary (together, the “Required Action”) and the CONTRACTOR shall give all reasonable assistance to the AUTHORITY while it is taking such Required Action. 10.15.4 If Step-In Action arises then 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 shall be relieved from its obligations to provide such part of the Services and from any liability for not providing such Services and/or for any consequences of such non-performance to the extent required as a result of the R...
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Step-in Action. 2.1 In the event that TTL exercises its right to take Step-in Action in respect of the Agreement, the Sub-Contractor shall, for the period during which such rights are exercised: (A) to the extent that the particular Step-in Action relates to the Services that are the subject to the Sub-Contract: (1) observe and perform its obligations under the Sub-Contract and observe any restrictions therein; and (2) treat TTL for all purposes as though it was the Service Provider and able to enforce each and every term of the Sub-Contract against the Sub-Contractor; and (B) in all other instances, co-operate with all reasonable requirements of TTL to assist in relation to such Step-in Action. 2.2 TTL shall have no liability for any acts or omissions of the Service Provider arising from or in connection with the Sub-Contract prior to TTL taking Step-in Action. 2.3 The Sub-Contractor shall not exercise any right of termination of the Sub-Contract whilst TTL takes Step-in Action. 2.4 Subject to clause 2.3 above, nothing in this clause 2 shall impose any obligations on TTL or affect the Sub-Contractor's rights and obligations vis-à-vis the Service Provider. 2.5 TTL shall have no liability to the Sub-Contractor for any cost, loss, liability, claim or damage arising from, in relation to, or by virtue of TTL taking Step-in Action.
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Related to Step-in Action

  • Bail-In Action Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (i) through (iv) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.21(b)) upon delivery of written notice of such determination to the Borrower, each LC Issuing Bank and each Lender.

  • Certain Actions Each of the Lenders covenants and agrees that only a Majority in Interest shall have the right, but not the obligation, to undertake the following actions (it being expressly understood that less than a Majority in Interest hereby expressly waive the following rights that they may otherwise have under the Borrower Documents):

  • Filings; Other Action (a) The Company shall cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) to be filed by APP in connection with its Initial Public Offering and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner. (b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement. (c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreement.

  • Third Party Proceedings The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

  • Proceedings; Receipt of Documents All proceedings in connection with the making of such Loan and the other transactions contemplated by this Agreement and the other Loan Documents, and all documents incidental hereto and thereto, shall be satisfactory to the Agents and their counsel, and the Agents and such counsel shall have received such other agreements, instruments, approvals, opinions and other documents, each in form and substance satisfactory to the Agents, as any Agent may reasonably request.