Common use of STEP-IN Clause in Contracts

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 GEPB is exercising its Step-In Rights, GEPB shall be responsible for any damage (excluding any type of economic or consequential losses) resulting from any act or negligence of GEPB.

STEP-IN. 20.1 43.1 Step In (a) Without prejudice to any the powers of the Authority under section 56 of the 2008 Act, if, in the reasonable opinion of the Authority, the Operator fails materially or refuses to provide the Services in accordance with this Agreement, the Authority may (acting reasonably) by notice in writing to the Operator: (i) require the Operator to remedy its failure or refusal to provide the Services within such timeframe as may be specified by the Authority (being not less than fifteen (15) Business Days); and (ii) increase the level of its other rights monitoring of the Operator or, at the Authority’s option, the Operator’s monitoring of its performance of its obligations under this ContractAgreement until such time as the Operator shall have demonstrated to the reasonable satisfaction of the Authority that it will perform, GEPB shall be entitled and is capable of performing, its obligations under this Agreement. (but b) If the Operator does not obligedremedy its failure or refusal to provide the Services within the timeframe specified in the notice referred to in clause 43.1(a), to step-in or instruct a third party to the Authority may: (i) step in and undertake actions in accordance with Clause 20.3 upon giving seven (7) days prior written notice to provide, or procure 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 provision 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 its behalf 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 actionServices (a “General Step In”); and 20.3.5 to (ii) where the extent practicable, the effect on the Manager and its obligations failure or refusal to provide the Services during in the period Authority’s opinion affects the provision of the Services only on a particular Route or Route(s), step in and provide, or procure the provision on its behalf of, the Services on such action is being takenRoute(s) (a “Route-Specific Step In”). Both General Step In and Route Specific Step In shall constitute a “Step In” for the purposes of this Agreement. 20.4 GEPB (c) In the event that the Authority exercises its rights under clause 43.1(b): (i) the Operator 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, indemnify and keep indemnified the Authority at all times during from and against all reasonable costs and expenses (if any) incurred directly or indirectly by or on behalf of the exercise Authority in relation to such Step In (including an appropriate sum in respect of general staff costs and overheads); (ii) the Authority may deduct any costs and expenses incurred from any monies due or which may become due to the Operator or may invoice the Operator for such sums; and (iii) the Operator shall give all reasonable co-operation to the Authority to ensure a smooth transition to enable the Authority to provide or procure the provision on its behalf of part or all of the Services with no degradation of the standard of Services. (d) The provision of part or all of the Services by the Authority in accordance with this clause 43 (Step In) shall not relieve the Operator from any of its Step-In Rightpowers, GEPB shall comply with International Best Practice and the same standards as the Manager in the performance of its obligations or liabilities under this ContractAgreement or affect the rights and powers conferred on the Authority under this Agreement. 20.6 Whilst GEPB (e) Without prejudice to the foregoing, the Operator shall not be subject to Performance Deductions in respect of Services in respect of which there is exercising its Step-a Step In Rights, GEPB shall be responsible for any damage (excluding any type the duration of economic or consequential losses) resulting from any act or negligence of GEPBsuch Step In.