Non Compliance with contractual obligations Sample Clauses

Non Compliance with contractual obligations. Each Party will promptly notify the other Party of any non-compliance of which it becomes aware or which it has reasonable grounds to believe is likely to occur. CRM or POC (as defined in Article 8 below) will inform in writing the Operational Committee of any non-compliance. In such case, Service Provider will promptly propose to the Operational Committee a corrective action plan that is likely to remedy such non-compliance. If the corrective action plan cannot be provided within [***] of Customer’s initial request, the issue will be escalated to the Management Committee. In addition, Customer shall be entitled to the following specific remedies: - In case of non-compliance by Service Provider [***] commitments relating to SCM Services, a penalty of [***], for the month during which the non-compliance arose and for any other month during which it remains unresolved; - In case of product scraps that are caused by Service Provider’s error, Service Provider will compensate Customer against the cost of the scrap due to such error. For each such product scrap incident, Service Provider’s compensation will be capped at an amount equal [***]. Customer agrees that penalties [***] commitments are final and that no additional damages could be claimed before courts, except for Service Provider’s obligation to indemnify Customer against third party claims related to such a breach. Service Provider will issue a credit note for each case where penalties or scrap compensation are due pursuant to this clause. Such credit notes will be deducted from Service Provider’s next invoice for Services (in case there is no future invoice, Service Provider will pay the amount of the credit note to Customer). In all cases, Customer may also elect to escalate the non-compliance issue to the Management Committee for resolution within a maximum [***] as from such escalation. The Service Provider shall not be held liable for any breach of contract to the extent it is caused by:
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Non Compliance with contractual obligations

  • Compliance with Laws and Contractual Obligations Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees and all Contractual Obligations applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

  • Compliance with Laws and Material Contractual Obligations Each Loan Party will, and will cause each Subsidiary to, (i) comply with each Requirement of Law applicable to it or its property (including without limitation Environmental Laws) and (ii) perform in all material respects its obligations under material agreements to which it is a party, except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party will maintain in effect and enforce policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

  • Mutual Obligations On and after the Closing, each party hereto will do, execute and perform all such other acts, deeds and documents as the other party may from time to time reasonably require in order to carry out the intent of this Note Purchase Agreement.

  • EXTRA CONTRACTUAL OBLIGATIONS In the event Retrocedant or Retrocessionaire is held liable to pay any punitive, exemplary, compensatory or consequential damages because of alleged or actual bad faith or negligence related to the handling of any claim under any Reinsurance Contract or otherwise in respect of such Reinsurance Contract, the parties shall be liable for such damages in proportion to their responsibility for the conduct giving rise to the damages. Such determination shall be made by Retrocedant and Retrocessionaire, acting jointly and in good faith, and in the event the parties are unable to reach agreement as to such determination, recourse shall be had to Article XV hereof.

  • Contractual Obligations Without limitation, the indemnity set forth in this Section 7.6 shall extend to any liability of any Indemnitee pursuant to a loan guaranty (except a guaranty by a Limited Partner of nonrecourse indebtedness of the Partnership or as otherwise provided in any such loan guaranty), contractual obligation for any indebtedness or other obligation or otherwise for any indebtedness of the Partnership or any Subsidiary of the Partnership (including, without limitation, any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken subject to), and the General Partner is hereby authorized and empowered, on behalf of the Partnership, to enter into one or more indemnification agreements consistent with the provisions of this Section 7.6 in favor of any Indemnitee having or potentially having liability for any such indebtedness.

  • Compliance with Contracts The parties agree that all employees in M-DCPS shall implement and carry out the provisions of all collective bargaining agreements entered into by the Board.

  • Contractual Obligations and Similar Investments From time to time, the Fund's Investments may include Investments that are not ownership interests as may be represented by certificate (whether registered or bearer), by entry in a Securities Depository or by Book-Entry Agent, registrar or similar agent for recording ownership interests in the relevant Investment. If the Fund shall at any time acquire such Investments, including without limitation deposit obligations, loan participations, repurchase agreements and derivative arrangements, the Custodian shall (a) receive and retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the arrangement; and (b) perform on the Fund's account in accordance with the terms of the applicable arrangement, but only to the extent directed to do so by Instruction. The Custodian shall have no responsibility for agreements running to the Fund as to which it is not a party other than to retain, to the extent the same are provided to the Custodian, documents or copies of documents evidencing the arrangement and, in accordance with Instruction, to include such arrangements in reports made to the Fund.

  • Compliance with Material Agreements Each of the Company and its Subsidiaries shall comply in all material respects with the Material Agreements (to the extent not in violation of the other provisions of this Agreement or any other Credit Document). Without the prior written consent of the Required Lenders, no Material Agreement shall be amended, modified, waived or terminated in any manner that would have in any material respect an adverse effect on the interests of the Lenders.

  • Compliance with Material Contracts Each Credit Party shall, and shall cause each of its Subsidiaries to, perform and observe all the material terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time reasonably requested by the Administrative Agent and, upon the reasonable request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Credit Party is entitled to make under such Material Contract.

  • Compliance with Obligations Buyer must have performed and complied with all its covenants and obligations required by this Agreement to be performed or complied with at or prior to Closing (singularly and in the aggregate).

Time is Money Join Law Insider Premium to draft better contracts faster.