Failure to Meet Transition Milestones. (i) Neither the Transition Services nor the activities and deliverables associated with individual Transition Milestones shall be deemed complete until DIR's and/or DIR Customer's (as applicable) Acceptance of such activities and deliverables.
Failure to Meet Transition Milestones. The Parties acknowledge and agree that the Transition Plan specifies various Transition Milestones by which Transition activities and/or deliverables are to be completed. Supplier recognizes that its failure to meet the Transition Milestones may have a material adverse impact on the business and operations of Kraft and the Eligible Recipients and that the damages resulting from Supplier’s failure to meet such Transition Milestones are not capable of precise determination. Accordingly, if Supplier fails to meet a Transition Milestone, then, in addition to any other remedies available to Kraft under this Agreement, at law, or in equity, and subject to any exceptions to meeting Service Levels or Transition Milestones set forth in the applicable Supplement, Supplier shall be subject to the imposition of the Deliverable Credits specified in the applicable Supplement for such Transition Milestone, as compensation for Kraft’s damages and not as a penalty. If Kraft recovers other monetary damages from Supplier as a result of Supplier’s failure to meet one or more Transition Milestones, Supplier shall be entitled to set off against such damages any Deliverable Credits paid for the failures giving rise to such recovery. Neither the transition nor the activities and deliverables associated with individual Transition Milestones shall be deemed complete until the Parties have mutually determined that Supplier has successfully completed them in accordance with the process and standards identified in the Transition Plan.
Failure to Meet Transition Milestones. The Parties acknowledge and agree that the Transition Plan specifies various Transition Milestones by which material Transition activities and/or deliverables are to be completed. If Supplier fails to meet a Transition Milestone that is identified in Schedule G or H as a Critical Deliverable, it shall pay to ABM, at ABM’s election, the applicable Deliverable Credit as liquidated damages and not as a penalty. The Parties agree that such Deliverable Credits are a reasonable estimate as of the date of this Agreement of the damages ABM will suffer in the event the respective Transition Milestone is not met. Notwithstanding the foregoing, if ABM terminates this Agreement for cause in accordance with Section 4.2(f), ABM shall cease receiving Deliverable Credits and, subject to Section 18.3, shall be entitled to recover actual damages incurred in connection with such termination and relating to the period after the cessation of Deliverable Credits, to the extent ABM is able to prove such damages.
Failure to Meet Transition Milestones. (i) The Transition Services and the activities and deliverables associated with individual Transition Milestones shall not be deemed to be complete until TxDOT's Acceptance of such activities and deliverables.
Failure to Meet Transition Milestones. If Provider fails to complete Transition by the Scheduled Base Services Commencement Date for causes other than reasons attributable to (i) the material fault of the Commission (including the material failure of the Commission to timely perform the Commission Transition Activities), (ii) the material fault of a Third Party not under the direct or indirect control of the Provider (and/or its Subcontractors, and/or any of their respective employees, consultants or agents), (iii) a Force Majeure Event, (iv) a court injunction other than as a result of an act or omission on the part of the Provider in breach of this Agreement or (v) the Commission’s exercise of its rights under Section 3.1.6(a) (other than where the exercise of such rights is attributable to the failure of Provider to timely perform its obligations contemplated by this Article 3 that is not attributable to the reasons contemplated by clauses (i), (ii), (iii) or (vi) above) (collectively, a “Non-Provider Transition Delay Event”), then the Commission shall have the right to require Provider to promptly reimburse the Commission for any retained (internal and external Third Party) costs and expenses incurred by the Commission as a result of such failure (the “Transition Credits”). In addition, should Provider fail to achieve Transition by the Scheduled Base Services Commencement Date for causes other than a Non-Provider Transition Delay Event, then the Commission shall have the right to: (a) receive from Provider the Transition Credits (as damages for the failure to achieve Transition by the Scheduled Base Services Commencement Date and not as a penalty) determined in accordance with the Transition Plan; (b) delay Provider, for a length of time reasonably deemed necessary by the Commission based on the business functions and/or processes impacted, from proceeding with any part of the Transition; and/or (c) alter the timing for implementation of portions of t he Services, all without any increase in the Payments payable by the Commission or any additional cost or charge charged to the Commission. Subject to any costs payable to Provider pursuant to Section 3.1.6(b), under no circumstance shall Provider be entitled to recover any additional cost or charge incurred by Provider as a result of any such Commission delay or alteration. Because the Transition Credits represent the Parties’ good faith estimate of the actual damages that the Commission would suffer as a result of the Provider’s failure to c...
Failure to Meet Transition Milestones. The Parties acknowledge and agree that the Transition Plan under the applicable Subscription Agreement, Service Description or Statement of Work may specify various Transition Milestones by which material transition activities and/or deliverables are to be completed. Except as provided in Section 10.2 or 18.2 of this Agreement or Section 14 of Exhibit 3, if Supplier fails to meet such a Transition Milestone, Supplier shall pay Allianz the Deliverable Credits specified in the applicable Transition Plan for such Transition Milestone. Neither the Transition Services nor the activities and deliverables associated with individual Transition Milestones will be deemed complete until Allianz’s Acceptance of such activities and deliverables in accordance with the Acceptance criteria, testing plans, and other processes and standards identified in the Transition Plan.
Failure to Meet Transition Milestones. The Parties acknowledge and agree that the Transition Plan specifies various Transition Milestones by which Transition activities and/or deliverables are to be completed. Service Provider recognizes that its failure to meet the Transition Milestones may have a material adverse impact on the business and operations of Allegheny and the Eligible Recipients and that the damages resulting from Service Provider’s failure to meet such Transition Milestones are not capable of precise determination. *** Neither the transition nor the activities and deliverables associated with individual Transition Milestones shall be deemed complete until the Parties have mutually determined that Service Provider has successfully completed them in accordance with the process and standards identified in the Transition Plan.
Failure to Meet Transition Milestones. (i) The Parties acknowledge and agree that the Transition Plan specifies various Transition Milestones by which material Transition activities and/or deliverables are to be completed. If Provider fails to meet a Transition Milestone due to Provider’s fault, it shall be subject to the imposition of the per diem damages specified in the Transition Plan for such Transition Milestone, as liquidated damages to T-Mobile and not as a penalty. The Parties agree that such liquidated damages are a reasonable estimate as of the date of these GTCs of the damages T-Mobile will suffer in the event the respective Transition Milestone is not met. Notwithstanding the foregoing, if T-Mobile terminates this Agreement for cause in accordance with Section 4.7(f)
Failure to Meet Transition Milestones. (i) Neither the Transition Services nor the activities and deliverables associated with individual Transition Milestones shall be deemed complete until Triad’s Acceptance of such activities and deliverables in accordance with Section 4.6.
Failure to Meet Transition Milestones. The Parties acknowledge and agree that the Transition Plan specifies various Transition Milestones by which transition activities and/or deliverables are to be completed. Provider recognizes that its failure to meet the Transition Milestones may have a material adverse impact on the business and operations of Xxxxxxxx and the Eligible Recipients and that the damages resulting from Provider's failure to meet such Transition Milestones are not capable of precise determination. Accordingly, if Provider fails to meet a Transition Milestone, then, in addition to any other remedies available to Xxxxxxxx under this Agreement, at law, or in equity, Provider shall be subject to the imposition of the Deliverable Credits specified in SCHEDULE H.1 for such Transition Milestone, as compensation to Xxxxxxxx and the Eligible Recipients for their damages and not as a penalty. If Xxxxxxxx recovers other monetary damages from Provider as a result of Provider's failure to meet one or more Transition Final Confidential and Proprietary Information of IBM and Xxxxxxxx Milestones, Provider shall be entitled to set-off against such damages any Deliverable Credits paid for the failure(s) giving rise to such recovery. Neither the transition nor the activities and deliverables associated with individual Transition Milestones shall be deemed complete until Xxxxxxxx has determined that Provider has successfully completed them in accordance with the process and standards identified in the Transition Plan.
