Relief Event. If, and to the extent, BNY Mellon’s performance of an obligation pursuant to the Agreement is (1) prevented or delayed by the failure of Voya or any Voya Agent(s) to timely perform any of their obligations pursuant to the Agreement, (2) inaccurate due to the inaccuracy or incompleteness of Voya Data or Third Party Data (except to the extent such inaccurate or incomplete Third Party Data originates with a BNY Mellon Agent), then BNY Mellon shall be excused for such non-performance (or inaccurate performance) of its obligation and shall not be in breach of the Agreement or subject to liability under the Agreement for as long as such non-performance by Voya or such Voya Agent(s) continues or to the extent BNY Mellon’s inaccurate performance is the result of such inaccurate or incomplete Voya Data or Third Party Data (a “Relief Event”); provided that BNY Mellon (a) uses commercially reasonable efforts to mitigate the impact of such Relief Event, (b) continues to use commercially reasonable efforts (including emergency fixes and work-arounds) to perform such obligation, and (c) provides Voya notice of such non-performance by Voya as soon as is reasonably practicable after BNY Mellon knows of such non-performance or knows of such inaccurate or incomplete Voya Data or Third Party Data, but in no event later than 72 hours after actual discovery of such non-performance or inaccurate or incomplete Voya Data or Third Party Data, describing in reasonable detail the nature of such non-performance.
Relief Event. Supplier shall be excused for its non-performance of an obligation under this Agreement for as long as, and to the extent, Supplier's performance of such obligation is directly prevented by (1) the failure of Voya Group or an Voya Agent to perform any of its obligations under this Agreement (including, subject to a root cause analysis, a failure of a system provided by Voya Group or an Voya Agent to perform in accordance with the requirements explicitly set forth in this Agreement, provided such failure is not due to an act or omission of Supplier or its Affiliates); (2) a written or electronic agreement between the applicable Supplier Service Delivery Executive and Voya Senior Executive to re-direct resources or priorities other than in the ordinary course of the Services (provided, however, that the applicable Supplier Service Delivery Executive notifies the Voya Senior Executive prior to such agreement that such re-direction or re-prioritization shall cause such non-performance); or (3) incorrect or incomplete information provided by a Voya Agent that could not have been identified as incorrect or incomplete in connection with Supplier's performance of the Services or the exercise of reasonable judgment (collectively, “Relief Events”); provided, however, that Supplier (a) demonstrates the basis for the Relief Event was the primary cause of such non-performance, (b) uses commercially reasonable efforts to mitigate the impact of such Relief Event, (c) continues to use commercially reasonable efforts (including emergency fixes and workarounds) to perform such obligation and (d) provides Voya Group notice of such non-performance describing in reasonable detail the nature of such non-performance as soon as possible after Supplier (i) knows of such non-performance, but in no event later than one (1) Business Day after Supplier has such knowledge or (ii) should have known of such non-performance in which case Supplier shall not be excused until after it provides notice of the non-performance.
Relief Event. 14.1 AS will not be in breach of this Agreement to the extent its failure to perform an obligation under this Agreement is a result of a Relief Event.
Relief Event. 15.3.1 The Project Co shall be entitled to request relief from performance of its obligations pursuant to Clause 15.2, to the extent that its ability to perform the same is adversely affected by any Relief Event. Any such request shall be made by service of a notice on the Trust’s Works Adviser within five Working Days of the Project Co becoming aware of the relevant Relief Event or, if later, of its failure to perform. Such initial notice shall give sufficient details as are necessary to identify the particular event claimed to be a Relief Event and shall, within a further five Working Days, be followed by a further notice from the Project Co to the Trust’s Works Adviser containing such relevant information relating to the Relief Event and/or any failure to perform as is available to the Project Co, including:
Relief Event. Customer acknowledges and agrees that there may be instances in which Provider will be unable to perform the Services without assistance from Customer. Consequently, Customer will provide to Provider, in a timely manner, such resources specified in each SOW, to enable Provider to perform the Services. Examples of such resources may include connectivity support, documentation, knowledge base, hardware, software, support personnel and trainers. Failure of Customer to provide any such assistance or resources specified in the applicable SOW will not constitute a breach by Customer or Customer Default but will merely be a Relief Event to the extent, and only for so long as, such failure persists and actually causes Provider to be unable or impairs Provider’s ability to provide the affected Services. Provider shall be obligated to perform any Services which are unaffected by such failure on the part of Customer, and Provider shall continue to provide even affected Services to the maximum extent that it is feasible to do so. Any resources not specifically identified in a SOW as Customer’s responsibility to obtain or provide shall be deemed to be Provider’s responsibility.
Relief Event. Upon the occurrence of a Relief Event, no SLA Credits will be assessed in connection with Provider’s provision of the affected Service.
Relief Event. Mitigation and Process Where the City or Project Co is affected by a relief event, such party shall take commercially reasonable steps to mitigate the consequences of the relief event upon the performance of its obligations, shall resume performance of its obligations affected by the relief event as soon as practicable and shall use commercially reasonable efforts to remedy its failure to perform. Lack of compliance with the obligation to mitigate shall be taken into account in determining the party’s entitlement to relief. Material Term Description Force Majeure Force majeure events include the following events that are usually remote, uninsurable and are not within Project Co’s control: war, armed conflict, terrorism; nuclear or radioactive contamination; chemical or biological contamination; pressure waves; and the discovery of species at risk, fossils, artifacts, other artistic, historical archaeological objects, including human remains which mandate the abandonment of the design and construction works or the Highway 417 works. During the Construction Period, Project Co is compensated for a force majeure that becomes a delay event by an amount equivalent to all debt service (senior and junior) that Project Co would have otherwise repaid to its lenders had the delay event not occurred. During the Maintenance Term Project Co will be paid the full debt service (senior and junior) payments as well as compensation for services provided. Project Co Default a) Project Co Events of Default Project Co event of default means any number of events or circumstances, including but not limited to the following examples: Project Co admits in writing its inability to pay its debts generally as they become due, or makes a general assignment for the benefit of creditors, or a receiver, etc., or any creditor of Project Co takes control, or takes steps to take control, of Project Co or any of Project Co’s assets, provided this event is not as a consequence of a breach by the City of its payment obligations and such proceedings have or will have a material adverse effect on the governmental activities or the availability of the OLRT system to system users; Project Co fails to achieve revenue service availability within 365 days after the required revenue service availability date; Project Co makes any representation or warranty that is false or misleading when made, and that has or will have a material adverse effect on the performance of the activities within the project s...
Relief Event. Without limiting any of its other rights or remedies Morcan may (without liability) revise any anticipated delivery dates due to any delay caused by:
Relief Event. Where the conditions set out in Clause 23.3 are satisfied and the Scottish Ministers are legally able to assist the Company in relation to the removal of Protestors but elect not to assist pursuant to Clause 23.4 then, provided always that the Protestor Actions has not arisen (directly or indirectly) as a result of any wilful default or wilful act of the Company or any of its Sub-Contractors, the Protestor Action shall be deemed to be a Relief Event.
Relief Event. Should xxxx suffer loss or incur extra expense or its obligations under the Agreement be increased by reason of any delay, variation, interruption or suspension of or to the Services arising from or relating to the following (hereinafter referred to as the “Relief Events”): - Any act or omission of the Customer, its officers, directors, employees, agents or Subcontractors; or - Any delay or failure by the Customer to comply with any of its obligations as set out in the Agreement; or Then, without prejudice to xxxx’x other rights and remedies: - xxxx shall be granted an extension of time in respect of the performance of the Services to the extent that any Relief Event causes any delay and xxxx shall not be in default by reason of such delay; and - xxxx shall be relieved of its obligation to perform the Services to the extent that any Relief Event necessarily prevents or hinders xxxx from performing the relevant Services and xxxx shall not be in default to the extent that it is so prevented or hindered from performing the Services; and - The Customer shall indemnify and hold xxxx harmless from and against any loss, damage or liability which it may suffer as a result of the Customer failing to comply with its obligations under the Agreement.
