Notice and Mitigation Sample Clauses
The Notice and Mitigation clause requires a party that becomes aware of a potential issue, such as a breach or loss, to promptly inform the other party and take reasonable steps to minimize any resulting harm. In practice, this means that if a problem arises, the affected party must notify the other side within a specified timeframe and actively work to reduce damages, such as by seeking alternative solutions or stopping further losses. This clause ensures that both parties are kept informed and that damages are not unnecessarily increased, ultimately helping to allocate risk and encourage proactive problem-solving.
POPULAR SAMPLE Copied 1 times
Notice and Mitigation. (i) Upon the occurrence of an event that entitles an Affected Party to compensation, reimbursement or indemnification pursuant to this Section 2.10, such Affected Party will give the Borrower prompt notice of such event and, if applicable, the date compliance with this Section 2.10 is required.
(ii) Except as specifically provided in this Section 2.10, each Affected Party will take reasonable measures to avoid the need for, or reduce the amount of, compensation, reimbursement or indemnification pursuant to this Section 2.10, including designating an alternate lending office with respect to its Eurodollar Loans; provided, that no Affected Party will be required to take any measure that, in its reasonable judgment, would be materially disadvantageous to it or inconsistent with its legal and regulatory position.
(iii) If any Tax or other charge of a type not generally imposed on lenders making loans of the types contemplated by this Financing Agreement is imposed on payments to any Lender and the Borrower is obligated hereunder to compensate such Lender for such Tax or other charge, the Borrower may, within ten (10) Business Days after receipt of notice of such Tax or other charge, request that such Lender assign its portion of the affected Loan or Loans to another Person reasonably acceptable to the Administrative Agent and such Lender, and such Lender will use reasonable efforts to negotiate such an assignment.
(iv) If any Lender makes any demand for compensation with respect to Eurodollar Loans because (i) it is unlawful for such Lender to make Eurodollar Loans or (ii) there is an increased cost or an increased capital requirement for such Lender, then the Borrower may, on three (3) Business Day’s prior written notice to such Lender through the Administrative Agent, elect to convert such Eurodollar Loan to a Base Rate Loan and thereafter, unless and until such Lender notifies the Borrower that the circumstances giving rise to the notice no longer apply, all such Loans by such Lender will bear interest at the Interest Rate for Base Rate Loans, notwithstanding prior election by the Borrower to the contrary. If the Borrower receives a notice from or on behalf of such Lender that the circumstances giving rise to the first notice no longer apply, the Borrower will have the right to convert all such Base Rate Loans to Eurodollar Loans by providing notice at least three (3) Business Days prior to such conversion.
Notice and Mitigation a. The Party that asserts the occurrence of an Uncontrollable Circumstance shall notify the other Party by telephone, email or facsimile, on or promptly after the date the Party experiencing such Uncontrollable Circumstance first knew of the occurrence thereof, followed within three (3) days by a written description of: (1) the Uncontrollable Circumstance and the cause thereof (to the extent known); (2) the date the Uncontrollable Circumstance began, its estimated duration, the estimated time during which the performance of such Party’s obligations hereunder shall be delayed, or otherwise affected; and (3) the action being taken by the Party to mitigate the impact of the Uncontrollable Circumstance.
b. As soon as practicable, after the occurrence of an Uncontrollable Circumstance, the affected Party shall also provide the other Party with a description of: (1) the amount, if any, by which the Price is proposed to be adjusted as a result of such Uncontrollable Circumstance; (2) any areas where costs might be reduced and the approximate amount of such cost reductions; and (3) its estimated impact on the other obligations of such Party under this Contract. The affected Party shall also provide prompt written notice of the cessation of such Uncontrollable Circumstance.
c. Whenever such act, event or condition shall occur, the Party claiming to be adversely affected thereby shall, as promptly as practicable, use all reasonable efforts to eliminate the cause therefore, reduce costs and resume performance under this Contract. While the Uncontrollable Circumstance continues, the affected Party shall give notice to the other Party, before the first day of each succeeding month, which updates the information previously submitted. The Party claiming to be adversely affected by an Uncontrollable Circumstance shall bear the burden of proof and shall furnish promptly any additional documents or other information relating to the Uncontrollable Circumstance reasonably requested by the other Party.
Notice and Mitigation. In the event the recipient Party becomes aware of a disclosure of Confidential Information that fails to comply with this Agreement, the recipient Party shall promptly: (a) give notice to the disclosing Party with the full particulars of the disclosure; and (b) take all reasonable steps to mitigate the effects of such disclosure.
Notice and Mitigation. A party affected by an event of Force Majeure shall promptly notify the other Party and shall use commercially reasonable efforts to overcome and mitigate such event of Force Majeure. Without limiting the foregoing, if AVIA Ashok is unable to supply any Products due to Force Majeure, ▇▇▇▇▇ shall be free to purchase such Products from other entities.
Notice and Mitigation. Each demand for payment of Supplemental Rent pursuant to Sections 13.6, 13.7, 13.9 or 13.10 must be accompanied by a certificate of the Person claiming compensation (an "Affected Person") setting forth in reasonable detail the computation of such compensation (including the reasons therefor), which certificate shall be conclusive and binding for all purposes absent manifest error. Prior to demand by an Affected Person for Supplemental Rent pursuant to Sections 13.6 (other than a demand relating to Fixed Rate Advances), 13.7, 13.9 or 13.10, such Affected Person agrees that it will use its reasonable efforts to reduce and eliminate any claim for compensation including, subject to Applicable Law, a change in applicable lending office for this transaction; provided, however, that nothing herein shall obligate an Affected Person to take any action which, in the opinion of such Affected Person, is unlawful, or results in any unreimbursed costs or expenses to such Affected Person, which costs or expenses would not have been incurred but for such action. No Affected Person shall be entitled to any compensation under this Section 13.11 with respect to Sections 13.6 (other than a demand relating to Fixed Rate Advances), 13.7, 13.9 or 13.10 unless at the time it requests such compensation it is the policy or general practice of such Affected Person to demand compensation for comparable costs in similar circumstances under comparable provisions of documents to which it is a party.
Notice and Mitigation. The Party affected by a Force Majeure Event will promptly notify the other Parties in writing of such event, giving details of the Force Majeure Event, its anticipated effect on the affected Party’s performance under this Agreement, and the steps that the affected Party is taking to remedy the delay. Upon the occurrence of a Force Majeure Event, the affected Party will, as promptly as practicable, use all commercially reasonable efforts to eliminate the cause of such Force Majeure Event, reduce costs, and resume performance under this Agreement. Upon cessation of a Force Majeure Event, the affected Party will provide prompt written notice to the other Parties.
Notice and Mitigation. In addition to and not in lieu or limitation of any of Corden’s other obligations and liabilities and any of Viking’s rights and remedies under this Agreement or otherwise, immediately upon becoming aware of any actual or potential breach of Corden’s obligations under this Article 2, including any failure to deliver or delay in delivering any Product, Corden shall provide written notice to Viking and shall use commercially reasonable efforts to minimize and mitigate the same.
Notice and Mitigation. If a Party seeks relief from its obligations to perform under this Contract under Section 20.1, it shall:
(A) Give prompt notice to the other Party, which must include all of the following information:
(1) The event that the Party considers constitutes a Force Majeure Event and its likely effect on the performance of obligations under this Contract.
(2) A good faith estimate of the duration of the Force Majeure Event.
(3) The actions being taken (or proposed to be taken) to satisfy Section 20.3(B).
(B) Make all reasonable efforts, including expenditure of money, to overcome the Force Majeure Event and to mitigate its effects. Should a Force Majeure Event relate to a specific Area of Operations, Kosmos and Noble will make all reasonable efforts to alter the sequence of the initial Operating Term segments referred to in Section 3.2(A) to mitigate such Force Majeure Event.
(C) If the Force Majeure Event continues, give periodic notices in accordance with Section 20.3(A), with a frequency as directed by Company Representative.
(D) Give the other Party prompt notice of the conclusion of the Force Majeure Event and resume performance of the Services as soon as reasonably possible after its conclusion.
Notice and Mitigation. 18.1.1. In the event of a Force Majeure Event, or Customer Caused Event or Excusable Event (“Relief Event”) impacting Company, the Company shall provide Notice to Customer describing the particulars of the occurrence of such Relief Event within ten (10) Business Days after Company first gains knowledge of such Relief Event. Such Notice will, to the extent of Company’s knowledge thereof at such time, describe (i) the details and factual basis of the cause and nature of such Relief Event, (ii) the anticipated length of delay due to such Relief Event, (iii) the estimated additional costs (beyond those anticipated before the occurrence of such Relief Event) to be incurred by Company as a result of such Relief Event and (iv) any other effect on Company’s performance of its obligations hereunder.
18.1.2. Any delay in performance caused by any Relief Event will be of no greater scope and of no longer duration than is reasonably required by such occurrence. The Company will furnish the Customer with regular reports with respect thereto during the continuation of any such Relief Event. The Company shall use commercially reasonable efforts to mitigate the cause of and effect on the Company’s performance hereunder of any such Relief Event and the Company will promptly resume full performance of its obligations hereunder once it is able to do so. For the avoidance of doubt, such commercially reasonable efforts shall, at a minimum, require compliance with the provisions set forth in Section 18.1, as applicable.
18.1.3. Company shall not be responsible or liable for any damages, or be deemed to be in breach of this Agreement because of any failure or delay in complying with its obligations under or pursuant to this Agreement, in each case, to the extent that such failure is caused by a Relief Event and the Company has otherwise complied with this Section 18.
Notice and Mitigation. The party affected by a Force Majeure Condition shall notify the other party thereof as promptly as reasonably practicable, and make all reasonable efforts to mitigate the effect and extent of any Force Majeure Condition and the adverse consequences thereof. Quebecor’s reasonable efforts at mitigation shall include, by way of example: (i) performance of the required work and provision of the services with the use of alternate means, facilities and personnel; (ii) developing and implementing contingency plans to be executed promptly after the occurrence of a Force Majeure Condition; and (iii) assisting Dex in its efforts to obtain services from other vendors not affected (or less affected) by the cause of any service interruption or delay excused under this Section in accordance with the terms hereof.