SERVICE FAILURE AND MATERIAL BREACH Sample Clauses

SERVICE FAILURE AND MATERIAL BREACH. 11.1 Notwithstanding its obligations under Clause 11.2, the Provider shall notify the Company as soon as reasonably practicable upon becoming aware of the inability (howsoever caused) of the Provider to provide the Flexibility Services in all or any part of any contracted Service Window.
Sample 1Sample 2Sample 3See All (24)
AutoNDA by SimpleDocs
SERVICE FAILURE AND MATERIAL BREACH. Notwithstanding its obligations under Clause 11.2, the Provider shall notify the Company as soon as reasonably practicable upon becoming aware of the inability (howsoever caused) of the Provider to provide the Flexibility Services in all or any part of any contracted Service Window. In the event of a Service Failure by the Provider, the Company may require the Provider to: provide the Company with a written explanation as to the cause of the failure of service delivery; implement a rectification plan for improving performance and/or reducing the number of occurrences of Unavailability, which may include at the Company’s discretion, a repeat of any commissioning tests undertaken on initial installation and commissioning of the DER; propose a variation to the Service Requirements as specified in Schedule 1; or take any other action that may be agreed with the Company in order to alleviate a Service Failure (as reasonably required in the circumstances). If the Provider fails to comply with the terms of Clause 11.2, the Providers proposals are not accepted by the Company, the Parties fail to reach agreement on actions or the Provider’s performance in respect of the Service Failure notified by the Company does not significantly improve within thirty (30) days of the date of the notice, such failure will be deemed a material breach of this Agreement for the purposes of Clause 10.1. Where the Company terminates this Agreement as a result of a material and/or persistent breach by the Provider under Clause 10.1, the Company shall be entitled to recover from the Provider the cost, loss and expenses reasonably incurred by the Company as a result of the termination, including where relevant appointing a replacement Provider. Such costs, losses and expenses shall be a debt due and immediately payable by the Provider to the Company subject to the cap of liabilities across this Agreement as stated in clause 13.
Sample 1Sample 2Sample 3See All (6)
SERVICE FAILURE AND MATERIAL BREACH. Clause 3 (Indemnity, Liability & Insurance); Clause 5 (Confidentiality, Information Disclosure & Publicity); Clause 6 (Intellectual Property Rights); Clause 18 (Data Protection); Clause 21 (Dispute Resolution); Clause 25 (Waiver); and Clause 28 (Governing Law and Jurisdiction).
Sample 1Sample 2Sample 3See All (5)

Related to SERVICE FAILURE AND MATERIAL BREACH

  • Material Breach A material breach for purposes of this Agreement shall include, but not be limited to:

  • Termination for Material Breach A party may terminate this Agreement immediately upon notice to the other parties if any of the other parties materially breaches this Agreement, and if capable of cure, does not cure the breach within 10 days after receiving notice specifying the breach. If the material breach affects only certain Services, the non-breaching party that served the notice may choose to terminate only the affected Services.

  • Termination for a Material Breach Either party may terminate this Agreement for a material breach by the other party. The breaching party will have thirty (30) days from the date of written notice to cure any material breach.

  • Termination Due to Force Majeure Event If the period of Force Majeure continues or is in the reasonable judgment of the Parties likely to continue beyond a period of 120 (one hundred and twenty) Days, the Parties may mutually decide to terminate this Agreement or continue this Agreement on mutually agreed revised terms. If the Parties are unable to reach an agreement in this regard, the Affected Party shall after the expiry of the said period of 120 (one hundred and twenty ) Days be entitled to terminate the Agreement in which event, the provisions of Articles 16 and 17 shall, to the extent expressly made applicable, apply.

  • Termination due to Force Majeure 13.5.1 If the Force Majeure Event or its effects continue to be present beyond the period as specified in Article 4.5.3, either Party shall have the right to cause termination of the Agreement. In such an event, this Agreement shall terminate on the date of such Termination Notice.

  • Independence from Material Breach Determination Except as set forth in Section X.D.1.c, these provisions for payment of Stipulated Penalties shall not affect or otherwise set a standard for OIG’s decision that CHSI has materially breached this CIA, which decision shall be made at OIG’s discretion and shall be governed by the provisions in Section X.D, below.

  • Termination and Breach 13.1 The termination of this Agreement or any part thereof however caused and the serving of notice to terminate shall be without prejudice to any obligations or rights of any of the parties which have accrued prior to such termination and shall not affect any provision of this Agreement which is expressly or by implication provided to come into effect on or to continue in effect after such termination

  • Data Breaches A. Upon the discovery by the Contractor of a confirmed breach of security that results in the unauthorized release, disclosure, or acquisition of student data, the Contractor shall provide initial notice to the Board as soon as reasonably possible, after such discovery (“Initial Notice”). The Initial Notice shall be delivered to the Board by electronic mail to Superintendent Xxxxxxx X. Xxxx, xxxxx@xxxxxxxxxxxx.xxx or to the contact currently on file and shall include the following information, to the extent known at the time of notification:

  • TERMINATION BY MPS - BREACH BY CONTRACTOR If Contractor fails to fulfill its obligations under this Contract in a timely or proper manner, or violates any of its provisions, MPS shall thereupon have the right to terminate it by giving five (5) days written notice before the effective date of termination of the Contract, specifying the alleged violations, and effective date of termination. The Contract shall not be terminated if, upon receipt of the notice, Contractor promptly cures the alleged violation with five (5) days. In the event of termination, MPS will only be liable for services rendered through the date of termination and not for the uncompleted portion, or for any materials or services purchased or paid for by Contractor for use in completing the Contract.

  • Event of Breach by Contractor Any one or more of the following Contractor acts or omissions constitute an event of material breach under this contract:  products or services furnished fail to conform to any requirement;  failure to submit any report required by this contract;  failure to perform any of the other terms and conditions of this contract, including but not limited to beginning work under this contract without prior Department approval; or  voluntary or involuntary bankruptcy or receivership.

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