Disruption Event Clause Samples
A Disruption Event clause defines circumstances under which normal contractual obligations cannot be performed due to unforeseen or extraordinary events that disrupt the usual course of business. This clause typically outlines what constitutes a disruption event, such as natural disasters, system failures, or market closures, and specifies the procedures parties must follow if such an event occurs, like notifying the other party or suspending certain obligations. Its core practical function is to allocate risk and provide a clear process for handling situations where performance becomes temporarily impossible, thereby reducing uncertainty and potential disputes.
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Disruption Event occurs and the Facility Agent or a Borrower so requires, the Facility Agent and the Borrower shall enter into negotiations (for a period of not more than 30 days, or such longer period as the Facility Agent may agree) with a view to agreeing a substitute basis for determining the rate of interest.
Disruption Event. 16.1. A Disruption Event is an event that either generally makes it impossible or makes it impossible for a party to the FX Transaction to:
16.1.1. convert one currency, the Affected Currency, into the other currency in the country of origin of that Affected Currency through customary channels, except where such impossibility is due solely to the failure by that party to comply with any law, rule or regulation (unless such law, rule or regulation is enacted after the trade date of the FX Transaction and it is impossible for such party, due to an event beyond the control of that party, to comply with such law, rule or regulation);
16.1.2. deliver:
a) the non-Affected Currency from accounts inside the country of origin of the Affected Currency to accounts outside such country; or
b) currency to a party that is a non-resident of such country;
c) in each case, except where such impossibility is due solely to the failure by that party to comply with any law, rule or regulation (unless such law, rule or regulation is enacted after the trade date of the FX Transaction and it is impossible for such party, due to an event beyond the control of that party, to comply with such law, role or regulation); or
d) obtain a sufficient amount of the Affected Currency in the country of origin of the Affected Currency in order for a party to perform fully its obligations under the FX Transaction, as a result of the general interbank exchange market in the country of origin of the Affected Currency becoming illiquid.
16.2. If we determine that a Disruption Event occurs or has occurred and is continuing in respect of an FX Transaction, the fall-back determination mechanism described in Paragraph 16.3 shall apply as an alternative basis for the settlement of that FX Transaction.
16.3. The fall-back determination mechanism in the case of an FX Transaction is that the party, whether you or us, that is obliged to pay the settlement amount will instead pay an alternative currency agreed between you and us (or failing that an amount in any of sterling, euros or US dollars as determined by us in our absolute discretion) equal to the quantity of the Affected Currency owed on the Settlement Date. The interest as set out in Paragraph 12 will be payable, if applicable, in the agreed currency.
Disruption Event a failure by the Contractor to carry out the Works in accordance with this Agreement the result of which is that an Existing School (or part thereof) cannot reasonably continue to be used for the provision of Educational Services;
Disruption Event. Either or both of:
Disruption Event. To the extent that ▇▇▇▇▇▇▇ ▇▇▇▇▇ determines in a commercially reasonable manner that as a result of the occurrence of any event occurring in the market or as a result of limitations provided in this Agreement ▇▇▇▇▇▇▇ ▇▇▇▇▇ cannot purchase a sufficient amount of shares of Common Stock equal to the number of Initial Shares less the sum of all Actual Share Purchase Amounts which have been executed up to and including the date of such determination (the “Remaining Shares”), ▇▇▇▇▇▇▇ ▇▇▇▇▇ may require the Company to deliver to ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Remaining Shares against a payment per share equal to (a) in the case of delivery by the Company of shares of Common Stock registered for resale under the Securities Act, the Closing Price on the Trading Day immediately preceding such date of delivery, or (b) in the case of delivery by the Company of shares of Common Stock not registered for resale under the Securities Act, the price at which ▇▇▇▇▇▇▇ ▇▇▇▇▇ can sell such shares; provided, that ▇▇▇▇▇▇▇ ▇▇▇▇▇ will have discretion as to the timing of such sales and will use its reasonable efforts to obtain the best bid price in the private market, and the case of (a) and (b) above, the Company will pay to ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Acceleration Fee; provided, that if ▇▇▇▇▇▇▇ ▇▇▇▇▇ ceases purchasing shares of Common Stock pursuant to Section 3.l(b)(iv) in light of internal policies and procedures reasonably adopted by ▇▇▇▇▇▇▇ ▇▇▇▇▇, the Company shall not be required to pay the Acceleration Fee. If ▇▇▇▇▇▇▇ ▇▇▇▇▇ exercises its option pursuant to this Section 2(e), the date of such exercise shall be referred to as the “Disruption Acceleration Date.”
Disruption Event. 16.1. A Disruption Event is an event that either generally makes it impossible or makes it impossible for a party to the FX Transaction to:
Disruption Event. 17.1 No liability in case of the Disruption Event: Neither party will breach these Terms or any Contract nor be liable for delay in performing or failure to perform any of its obligations under any Contract if such delay or failure results from a Disruption Event for the period of time during which the Disruption Event continues. We will if necessary contact you as soon as reasonably possible to notify you of a Disruption Event which has resulted in our delay or failure to perform any of our obligations under a Contract.
Disruption Event. In the event of a Disruption Event, Company shall have the right to suspend the Token Sale for up to forty-eight (48) hours. If Company elects to suspend the Token Sale, Company will publicly announce the suspension as soon as reasonably practicable and, prior to resuming the Token Sale, Company will announce the resumption at least four (4) hours in advance. If Company suspends the Token Sale for a period of time (the “Suspension Period”) pursuant to this Section 23, Company will determine in its sole discretion whether to (i) nevertheless end the Token Sale on the scheduled end date, or (ii) extend the Token Sale for a period equal to the Suspension Period. Company shall provide notice of its election in this regard in the public announcements of the resumption of the Token Sale following the Suspension Period. A “Disruption Event” means (i) any event or occurrence that causes a disruption in the functionality of the Ethereum network or of the blockchain network underlying any of the accepted Purchase Currencies, and such disruption has a material adverse effect on the processing time for network transactions, or (ii) any event or occurrence that causes a disruption in the functionality of the smart contracts or other software used in connection with the Token Sale and such disruption has an adverse effect on the implementation of the Token Sale, (iii) a change in the price of any accepted Purchase Currency of twenty percent (20%) or more in any twenty four (24) hour period, or (iv) any compromise of security that has or in our sole good faith determination may have an adverse impact on the Token Sale.
Disruption Event either or both of: (a) an event (not caused by, and outside the control of, either party) that materially disrupts the systems for payment or communication, or the financial markets needed, in each case, to enable either payment to be made or transactions to be carried out under the Finance Documents; or (b) any other event (not caused by, and outside the control of, the party whose operations are disrupted) occurs, that results in disruption (of a technical or systems-related nature) to the treasury or payments operations of a party and which prevents either or both parties from: (i) performing its payment obligations under the Finance Documents; or (ii) communicating with the other party as required by the terms of the Finance Documents. Drawdown Date: the date on which a Loan is made or is to be made. Drawdown Request: a drawdown request, substantially in the form set out in Schedule 2 (Drawdown Request). Event of Default: any event or circumstance specified as such in clause 17.
Disruption Event. In the event of a Disruption Event, we have the right to suspend the Token Sale. If we elect to suspend the Token Sale, we will publicly announce the suspension as soon as reasonably practicable and, prior to resuming the Token Sale, we will announce the resumption at least four (4) hours in advance. If we suspend the Token Sale for a period of time (the “Suspension Period”) pursuant to this Section 18, we will determine in our sole discretion whether to (i) nevertheless end the Token Sale on the scheduled Token Sale End Date (as defined in Exhibit B) or (ii) ex-tend the Token Sale for a period equal to the Suspension Period. We will provide notice of its election in this regard in the public announcements of the resumption of the Token Sale following the Suspension Period. A “
