Operating and Performance Matters Sample Clauses

Operating and Performance Matters. The operating and performance standards for each Service shall be as set forth in the Product Supplement for the relevant Service. Seller will provide Buyer five (5) days’ prior written notice of any scheduled maintenance performed by or on behalf of Seller on its facilities that, in Seller’s sole opinion, has a substantial likelihood of noticeably affecting the Service. Seller will provide Buyer as much advance notice as reasonably practicable with regard to any scheduled maintenance performed on any Third Party Facilities that provides Services under this Agreement. Notwithstanding the foregoing, in the event of an emergency, Seller will have the right to perform maintenance and/or restoration of its facilities or Third Party Facilities (including, without limitation, actions required to restore continuity to a severed or partially severed fiber optic cable, restore dysfunctional power and ancillary support equipment, or correction of any potential jeopardy conditions), and Seller will notify Buyer as soon as reasonably practicable thereafter. Buyer will follow Seller’s procedures and processes for reporting repair, problem and maintenance requirements associated with the Services provided to Buyer. If, on responding to a Buyer-initiated service call, Seller determines that the cause of a Service Outage or other problem is a failure, a malfunction or the inadequacy of Buyer’s equipment or facilities, then Buyer shall compensate Seller, at Seller’s prevailing rates, for time and materials expended during the service call. The remedies associated with any failure or delay of Seller (a) to provide the Services in accordance with the operating and performance standards set forth in the Product Supplement for the relevant Service, (b) to maintain and operate facilities in accordance with Sections 4 and 6, and/or (c) to otherwise perform in accordance with any other obligations it may have under this Agreement or otherwise to Buyer (any failure of Seller with respect to (a), (b), or (c) above being referred to as a “Performance Failure”) shall be exclusively in the form of the liquidated damages and other express remedies (the “Performance Liquidated Damages”) set forth in the Product Supplement for the relevant Service. BUYER’S RIGHT TO RECEIVE SUCH PERFORMANCE LIQUIDATED DAMAGES SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S SOLE AND EXCLUSIVE OBLIGATION IN THE EVENT OF A PERFORMANCE FAILURE, EVEN IF SUCH REMEDY IS DEEMED TO FAIL ITS ESSENTIAL PURPO...
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Operating and Performance Matters. (a) Any failure of performance or delay attributable to Customer or Customer’s agents, representatives, or other contractors, or End Users, or any failure, incompatibility, or unavailability on the part of Customer’s equipment or network, End Users’ equipment or network, facilities, or systems provided by Customer’s other contractors or any End User or End User’s other contractors (“Third Party Equipment”), shall not serve to delay the Service Activation Date or otherwise excuse Customer from being required to make payment for the Service at such time as Evolve IP would be ready to provide the Service, regardless of whether Customer is ready to use the Service.
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Operating and Performance Matters a. Any failure of performance or delay attributable to Customer or Customer’s agents, representatives, or other contractors, or any failure, incompatibility, or unavailability on the part of Customer’s equipment or network, facilities, or systems provided by Customer’s other contractors (“Third Party Equipment”), shall not serve to delay the Service Activation Date or otherwise excuse Customer from being required to make payment for the Service at such time as DCT would be ready to provide the Service, regardless of whether Customer is ready to use the Service.
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Operating and Performance Matters 
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Related to Operating and Performance Matters

  • COMPLIANCE AND PERFORMANCE EVALUATION Two (2) Mandatory Compliance and Performance Evaluation Meetings shall be conducted during each Term of this Agreement. Additional meetings may be scheduled at the discretion of Department to ensure Concessionaire’s effectiveness and compliance. The meetings shall review all aspects of the Concession Operation, ensuring that quality public services are being provided on a continuing basis in accordance with the Bid Specifications and this Agreement, that operational problems/concerns are addressed on a timely basis, and that all terms and conditions are clearly understood. The meetings shall be held on site with Department-designated State Park Service staff representative(s), the on-site concession manager, and a management/supervisory representative of Concessionaire’s firm. A report form shall be utilized to document the meeting, and to identify any deficiencies and the corrective action required. A copy of the completed report form shall be provided to the on- site concession manager or the management/supervisory representative of Concessionaire’s firm and shall be attached to and made a part of this Agreement. The Mandatory Compliance and Performance Evaluation Meetings shall be held as follows: • Meeting #1 - Prior to commencement of the Period of Operation or Memorial Day, whichever comes first. • Meeting #2 - Within ten (10) calendar days after the last approved day of the Period of Operation.

  • Indemnity for Performance Agreements The Vendor agrees to indemnify and hold harmless and defend TIPS, TIPS Member(s), officers and employees from and against all claims and suits for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and attorney’s fees, arising out of, or resulting from, Vendor’s work under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the part of the Vendor, its officers, employees, agents, subcontractors, licensees, or invitees, unless such claims are based in whole upon the negligent acts or omissions of the TIPS, TIPS Member(s), officers, employees, or agents. If based in part upon the negligent acts or omissions of the TIPS, TIPS Member(s), officers, employees, or agents, Vendor shall be responsible for their proportional share of the claim. State of Texas Franchise Tax By signature hereon, the bidder hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171, Tax Code.

  • Payment and Performance Bond Prior to the execution of this Contract, City may require Contractor to post a payment and performance bond (Bond). The Bond shall guarantee Contractor’s faithful performance of this Contract and assure payment to contractors, subcontractors, and to persons furnishing goods and/or services under this Contract.

  • Payment and Performance Bonds The Contractor shall comply with the following minimum bonding requirements:

  • Assignment and Performance Neither this Agreement nor any right or interest herein shall be assigned, transferred, or encumbered without the written consent of the other party. In addition, Contractor shall not subcontract any portion of the Work required by this Agreement, except as provided in the Schedule of Subcontractor Participation. City may terminate this Agreement, effective immediately, if there is any assignment, or attempted assignment, transfer, or encumbrance, by Contractor of this Agreement or any right or interest herein without City’s prior written consent. Contractor represents that each person who will render services pursuant to this Agreement is duly qualified to perform such services by all appropriate governmental authorities, where required, and that each such person is reasonably experienced and skilled in the area(s) for which he or she will render his or her services. Contractor shall perform Contractor’s duties, obligations, and services under this Agreement in a skillful and respectable manner. The quality of Contractor’s performance and all interim and final product(s) provided to or on behalf of City shall be comparable to the best local and national standards. In the event Contractor engages any subcontractor in the performance of this Agreement, Contractor shall ensure that all of Contractor’s subcontractors perform in accordance with the terms and conditions of this Agreement. Contractor shall be fully responsible for all of Contractor’s subcontractors’ performance, and liable for any of Contractor’s subcontractors’ non-performance and all of Contractor’s subcontractors’ acts and omissions. Contractor shall defend at Contractor’s expense, counsel being subject to City’s approval or disapproval, and indemnify and hold City and City’s officers, employees, and agents harmless from and against any claim, lawsuit, third party action, fine, penalty, settlement, or judgment, including any award of attorney fees and any award of costs, by or in favor of any of Contractor’s subcontractors for payment for work performed for City by any of such subcontractors, and from and against any claim, lawsuit, third party action, fine, penalty, settlement, or judgment, including any award of attorney fees and any award of costs, occasioned by or arising out of any act or omission by any of Contractor’s subcontractors or by any of Contractor’s subcontractors’ officers, agents, or employees. Contractor’s use of subcontractors in connection with this Agreement shall be subject to City’s prior written approval, which approval City may revoke at any time.

  • DELIVERY AND PERFORMANCE All work performed under contracts or task orders will be at the highest quality applicable and delivered according to Statement of Objectives (SOO), Statement of Works (SOW), or Performance Work Statements (PWS). The Contractor must deliver and perform according to the requirements of the contract or task order, and may be denied further work for substandard performance. The Government may include deliveries or performance requirements, such as (1) optional clauses, (2) agency clauses, or (3) specific clauses, in a contract or task order.

  • Security for Performance In the event that Exhibit A Section 4 indicates the need for Consultant to provide additional security for performance of its duties under this Agreement, Consultant shall provide such additional security prior to commencement of its Required Services in the form and on the terms prescribed on Exhibit A, or as otherwise prescribed by the City Attorney.

  • Indemnity for Performance Contracts The Vendor agrees to indemnify and hold harmless and defend TIPS, TIPS member(s), officers and employees from and against all claims and suits for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and attorney’s fees, arising out of, or resulting from, Vendor’s work under this contract, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the part of the Vendor, its officers, employees, agents, subcontractors, licensees, or invitees. Vendor further agrees to indemnify and hold harmless and defend TIPS, TIPS member(s), officers and employees, from and against all claims and suits for injuries (including death) to an officer, employee, agent, subcontractor, supplier or equipment lessee of the Vendor, arising out of, or resulting from, Vendor’s work under this contract whether or not such claims are based in whole or in part upon the negligent acts or omissions of the TIPS, TIPS member(s), officers, employees, or agents. Attorney’s Fees--Texas Local Government Code § 271.159 is expressly referenced. Pursuant to §271.159, TEXAS LOC. GOV’T CODE, in the event that any one of the Parties is required to obtain the services of an attorney to enforce this Agreement, the prevailing party, in addition to other remedies available, shall be entitled to recover reasonable attorney’s fees and costs of court.

  • Continuing Performance Each party is required to continue to perform its obligations under this contract pending final resolution of any dispute arising out of or relating to this contract, unless to do so would be impossible or impracticable under the circumstances.

  • Licensor Performance Obligations 1. The Licensor will use reasonable efforts to ensure that its performance will meet or exceed industry standards and practices. Additionally, the Licensor agrees to the following performance standards.

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