Suspension or Delay of Transition Activities Sample Clauses

Suspension or Delay of Transition Activities. Hercules reserves the right, in its sole discretion, to suspend or delay the performance of the Transition Services and/or the transition of all or any part of the Transition Services. If Hercules elects to exercise such right and Hercules' decision is based on Supplier’s failure to perform its obligations under this Agreement, Hercules shall not incur any additional Charges, Termination Charges, or reimbursable expenses in connection with such decision. If Hercules' decision is not based on Supplier’s failure to perform its obligations under this Agreement, Hercules shall reimburse Supplier for any additional costs reasonably incurred by Supplier as a result of such decision, provided that Supplier notifies Hercules in advance of such costs, obtains Hercules' approval prior to incurring such costs, and uses commercially reasonable efforts to minimize such costs.

Suspension or Delay of Transition Activities. Subject to Article 20, the applicable Eligible Recipient reserves the right to suspend or delay the performance of the Transition Services and/or the transition of all or any part of the Services for a reasonable period of time for the reasons stated below. If the Eligible Recipient elects to exercise such right and the Eligible Recipient’s decision is based, at least in material part, on reasonable concerns about Supplier’s ability to perform the Services or Supplier’s failure to perform its obligations under the applicable Supplement, the Eligible Recipient shall provide Supplier with reasonable notice before such suspension shall occur, during which time such Parties shall discuss such concerns in good faith. If after such period of time, the applicable Eligible Recipient continues to have reasonable concerns, such Eligible Recipient may suspend or delay the performance of such Transition Services, and such Eligible Recipient shall not incur any Charges or reimbursable expenses in connection with such decision while such suspension or delay is continuing. If the Eligible Recipient’s decision is not based in material part on reasonable concerns about Supplier’s ability to perform the Services or Supplier’s failure to perform its obligations under the applicable Supplement, the Eligible Recipient shall reimburse Supplier for any additional expenses reasonably incurred by Supplier as a result of such decision, provided that (i) such Eligible Recipient has provided Supplier with notice of such delay at least [**] business days prior to taking effect; (ii) Supplier has reviewed such notice and has notified the Eligible Recipient at least [**] in advance of such delay of such additional expenses or a good faith estimate of such additional expenses; (iii) Supplier obtains the Eligible Recipient’s approval prior to incurring such additional expenses; and (iv) Supplier uses commercially reasonable efforts to minimize such additional expenses.

Suspension or Delay of Transition Activities. Allianz reserves the right, in its sole discretion, to suspend or delay the performance of the Transition Services and/or the transition of all or any part of the Services under a Statement of Work. If Allianz elects to exercise such right, then, to the extent Allianz’s decision is based on Supplier’s failure to perform its obligations with respect to the Transition Services under this Agreement or the applicable Subscription Agreement, Service Description or Statement of Work, Allianz shall not incur any additional Charges or reimbursable expenses in connection with such decision. To the extent Allianz’s decision is not based on Supplier’s failure to perform its obligations under this Agreement or the Subscription Agreement or applicable Service Description or Statement of Work, Allianz shall equitably adjust the impacted Transition Milestones and shall, in addition to paying any applicable Charges for Services or Supplier Personnel that Supplier continues to provide, reimburse Supplier for any additional expenses ("costs") reasonably incurred by Supplier as a result of such decision (provided Supplier notifies Allianz in advance of such costs, obtains Allianz’s approval prior to incurring such costs, establishes a reasonable cap on such costs, and uses commercially reasonable efforts to minimize such costs).

Suspension or Delay of Transition Activities. Dex reserves the right, in its sole discretion, to suspend or delay the performance of the Amendment 4 Transition Services and/or the transition of all or any part of the Data Center and Managed Services. If Dex elects to exercise this right, Dex shall reimburse Vendor for any additional costs reasonably incurred by Vendor as a direct result of such decision, but only to the extent Vendor notifies Dex in advance of such costs and prior to incurring such costs and uses commercially reasonable efforts to minimize such costs.

Suspension or Delay of Transition Activities. Allegheny reserves the right, in its sole discretion and subject to the Change Control Procedures, to suspend or delay the performance of the Transition Services and/or the transition of all or any part of the Services. ***

Suspension or Delay of Transition Activities. New Century reserves the right, in its sole discretion and subject to Change Control Procedures, to suspend or delay the performance of the Transition Services and/or the transition of all or any part of the Services. To the extent New Century exercises this right and New Century’s decision is based, at least in material part, on Supplier’s failure to perform in any material respect its obligations under this Agreement related to the portion of the Transition Services delayed or suspended because of Supplier’s failure, New Century shall not incur any additional Charges or reimbursable expenses in connection with such decision. To the extent New Century’s decision is not based in material part on Supplier’s failure to perform its obligations under this Agreement, New Century shall reimburse Supplier for any additional costs reasonably incurred by Supplier as a result of such decision, but only to the extent Supplier notifies New Century of such costs after receiving notice of New Century’s intention and prior to the implementation of such suspension or delay, obtains New Century’s approval prior to implementing such delay or suspension and incurring such costs, and uses commercially reasonable efforts to minimize such costs (and provided that if, despite negotiating diligently and in good faith, the Parties are unable to agree on the nature or extent of the costs to be reimbursed by New Century, New Century shall elect to either proceed with the suspension or delay and submit the disagreement to dispute resolution in accordance with Article 19 or proceed with the transition of the Services in question in accordance with the original schedule).

Suspension or Delay of Transition Activities