Tier 3 Failure Clause Samples

Tier 3 Failure. In the event Itau reasonably believes a -------------- material failure of the Co-Branded Service has occurred which results in the Co-Branded Service being continuously inaccessible to thirty-five (35%) percent of all AOLB Service access lines at any time after the Launch of the Co- Branded Service in the Initial Cities, Itau may notify AOLB of such failure and upon receipt of such notice AOLB shall promptly commence tracking and reporting on the accessibility of the AOLB Service. If a Tier 3 Failure is determined: (i) AOLB shall use commercially reasonable efforts to resolve such failure; and (ii) Itau shall be relieved of its obligation not to market or otherwise promote ISP Products or Access Providers in the affected Cities as set forth in Section 2.3.1 of this Agreement until such time as AOLB cures such failure in the affected cities. If the Co-Branded Service remains inaccessible to thirty- five (35%) percent of all AOLB Service access lines for a period of thirty (30) consecutive days other than as a result of a Force Majeure Event, such failure shall be deemed a "Tier 3 Failure." In the event Itau believes a Tier 3 Failure has occurred, at Itau's request, the Technical Committee shall promptly convene within forty-eight (48) hours after such request to determine whether a Tier 3 Failure has occurred. In the event the Technical Committee is unable to reach agreement on whether a Tier 3 Failure has occurred within five (5) days after referral of the matter to the Technical Committee, the matter shall be escalated to the President of AOLB and a comparable officer of Itau, who shall in good faith attempt to reach agreement on whether a Tier 3 Failure has occurred. In the event, such officers cannot reach agreement on whether a Tier 3 Failure has occurred, within five (5) days after the matter has been referred to them, Itau may refer such matter to Forty Five Day Arbitration, provided, however, that such referral must occur within thirty (30) days after the alleged Tier 3 Failure. In the event that the Technical Committee or such officers reach agreement on whether a Tier 3 Failure occurred within such periods, such agreement shall be reduced to writing and signed by the President of AOLB and a comparable officer of Itau within 48 hours after such agreement.
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Related to Tier 3 Failure

  • Payment Failure Any Credit Party (i) fails to pay any principal when due under this Agreement or (ii) fails to pay, within three Business Days of when due, any other amount due under this Agreement or any other Credit Document, including payments of interest, fees, reimbursements, and indemnifications;

  • Equipment Failures In the event of equipment failures beyond the Administrator's control, the Administrator shall take reasonable and prompt steps to minimize service interruptions but shall have no liability with respect thereto. The Administrator shall develop and maintain a plan for recovery from equipment failures which may include contractual arrangements with appropriate parties making reasonable provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available.

  • Power Failure Power Failure means the failure of power or other utility service if the failure takes place off the "residence premises". But if the failure results in a loss, from a Peril Insured Against on the "residence premises", we will pay for the loss caused by that peril.

  • Termination for Failure to Pay If Company fails to make any payment due hereunder, Hospital shall have the right to terminate this Agreement upon ten (10) business days written notice, unless Company makes such payments plus any interest due, as set forth in Section 4.7, within said ten (10) day notice period. If payments are not made, Hospital may immediately terminate this Agreement at the end of said ten (10) day period. Company shall be entitled to only one such cure period in a calendar year; for a second failure to make payment on time, Hospital shall have the right to terminate this Agreement immediately upon written notice.

  • Epidemic Failure Warranty Supplier warrants all Products against Epidemic Failure for a period of three years after DXC’s Acceptance. Epidemic Failure means the occurrence of the same failure, defect, or non-conformity with an Order in 2% or more of Products within any three-month period.