Step-in Action Sample Clauses
Step-in Action. 10.15.1 If at any time during the term of this Agreement the AUTHORITY reasonably believes that it needs to take Step-in Action in respect of any Service:
10.15.1.1 because an event of Force Majeure has occurred which would seriously prejudice the continued provision of such Service in accordance with the Service Levels and this Agreement, or because there is a serious risk of such an event of Force Majeure occurring, or
10.15.1.2 because the AUTHORITY is entitled to terminate this Agreement, pursuant to Clauses 11.3 or 11.4; or
10.15.1.3 because there is a serious risk that the AUTHORITY be entitled to terminate this Agreement pursuant to Clauses 11.3 or 11.4, the AUTHORITY shall be entitled to take Step-in Action in accordance with Clauses 10.15.2 to 10.15.6 below.
10.15.2 Where the AUTHORITY wishes to exercise its entitlement in Clause
10.15.1 to take Step-in Action and provided that the AUTHORITY has, where reasonably practicable, first consulted with the CONTRACTOR and the CONTRACTOR has been unable to demonstrate to the AUTHORITY’s reasonable satisfaction that it is able to provide the Services in accordance with this Agreement, it shall notify the CONTRACTOR in writing of the following matters (and shall use reasonable endeavours to provide such notification fourteen (14) days prior to the date the action will commence):
10.15.2.1 the action that it intends to take;
10.15.2.2 the reason for taking such action;
10.15.2.3 the date from which such action shall commence;
10.15.2.4 the time period that it believes to be necessary for such action; and
10.15.2.5 to the extent practicable, the effect on the CONTRACTOR and its obligation to provide the Services during the period such action is being taken.
10.15.3 Following service of such notice, the AUTHORITY may take Step-In Action as notified under Clause 10.15.2 above and any consequential additional action as it reasonably believes is necessary (together, the “Required Action”) and the CONTRACTOR shall give all reasonable assistance to the AUTHORITY while it is taking such Required Action.
10.15.4 If Step-In Action arises then for so long as and to the extent that the Required Action is taken, and this prevents the CONTRACTOR from providing any part of the Services the CONTRACTOR shall be relieved from its obligations to provide such part of the Services and from any liability for not providing such Services and/or for any consequences of such non-performance to the extent required as a result of the R...
Step-in Action. 2.1 In the event that TTL exercises its right to take Step-in Action in respect of the Agreement, the Sub-Contractor shall, for the period during which such rights are exercised:
(A) to the extent that the particular Step-in Action relates to the Services that are the subject to the Sub-Contract:
(1) observe and perform its obligations under the Sub-Contract and observe any restrictions therein; and
(2) treat TTL for all purposes as though it was the Service Provider and able to enforce each and every term of the Sub-Contract against the Sub-Contractor; and
(B) in all other instances, co-operate with all reasonable requirements of TTL to assist in relation to such Step-in Action.
2.2 TTL shall have no liability for any acts or omissions of the Service Provider arising from or in connection with the Sub-Contract prior to TTL taking Step-in Action.
2.3 The Sub-Contractor shall not exercise any right of termination of the Sub-Contract whilst TTL takes Step-in Action.
2.4 Subject to clause 2.3 above, nothing in this clause 2 shall impose any obligations on TTL or affect the Sub-Contractor's rights and obligations vis-à-vis the Service Provider.
2.5 TTL shall have no liability to the Sub-Contractor for any cost, loss, liability, claim or damage arising from, in relation to, or by virtue of TTL taking Step-in Action.