Step-In Rights Clause Samples
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Step-In Rights. 11.1 Without prejudice to the provisions of Schedule 4 (Performance Management) or to any remedy that the Authority may have (whether under this Agreement or otherwise):
11.1.1 where the Authority reasonably believes that the Operator’s failure to provide any part of the Services to the relevant Service Level or otherwise in accordance with this Agreement has an adverse, material impact on the business of the Authority or on the running of the Scheme;
11.1.2 where the Authority reasonably believes that the Operator is about to commit such a failure which, if committed, would have such an impact;
11.1.3 where the Authority considers it necessary in order to carry out any of its statutory obligations, functions or other duties;
11.1.4 on the occurrence of a Force Majeure Event; or
11.1.5 on the occurrence of an Insolvency Event in respect of the Operator, the Authority may, by giving such written notice to the Operator as the Authority considers reasonable in the circumstances, exercise its right under Clause 11.2.
11.2 In the circumstances set out in Clause 11.1 the Authority may make arrangements for the Authority to provide and perform itself or through another contractor, such part of the Services as it decides in its discretion. Where any failure on the Operator's part is, in the reasonable opinion of the Authority, due to the failure of the Operator's management or supervisory staff to perform their work adequately or at all, or is due to the absence or insufficiency of such staff, the Authority may cause the relevant Services to be managed and supervised by the Authority's own staff, or the staff of another contractor and the Operator shall be relieved of its obligations hereunder insofar as they relate directly to the Services removed from its control and only during the period the Services are removed from its control.
11.3 Where the Authority exercises its right pursuant to Clause 11.2, the Operator shall:-
11.3.1 provide the Authority and Authority Personnel such access as is necessary for the Authority to exercise its right;
11.3.2 grant and procure that any Sub-Contractor or relevant third party grants the Authority such licences as are reasonably required (for itself or a contractor appointed to perform the step-in services) for the purposes of the Authority exercising its right;
11.3.3 afford (and procure that its Sub-Contractors afford) to the Authority (and any contractor appointed to perform the step-in services) such co-operation and acces...
Step-In Rights. If the Contractor is in material breach of its obligation to perform any of the services under the Contract and fails to remedy such breach within ten (10) days after written notice of the breach from the Department, the Department, at its sole discretion, shall have the right to “step-in” (i.e. perform the work itself) or hire another contractor to perform these services. Contractor shall be liable to the Department for any fees or expenses that the Department may incur in exercising its step-in rights or securing a substitute provider to assume completion of those services.
Step-In Rights. On the occurrence of a Step-In Trigger Event, the Authority may serve notice on the Supplier (a “Step-In Notice”) that it will be taking action under this Clause 31 (Step-in Rights), either itself or with the assistance of a third party (provided that the Supplier may require any third parties to comply with a confidentiality undertaking equivalent to Clause 22 (Confidentiality)). The Step- In Notice shall set out the following:
Step-In Rights. The Financing Party, as owner of the Project, or as collateral assignee of this Agreement, shall be entitled to exercise, in the place and stead of Provider, any and all rights and remedies of Provider under this Agreement in accordance with the terms of this Agreement. The Financing Party shall also be entitled to exercise all rights and remedies of owners or secured parties, respectively, generally with respect to this Agreement and the Project;
Step-In Rights. CB16.1 If:
(a) the Commonwealth issues a notice under clause 2.2;
(b) an event in clause 19.3.1.c of the Agreement occurs; or
(c) the Grantee requests that the Commonwealth exercise its rights under this clause, the Commonwealth may, at its discretion, give a notice to the Grantee that the Commonwealth intends to exercise its rights under this clause CB16 and the date from which this notice will take effect (Step In Notice). CB16.2 From the date specified in the Step-in Notice:
(a) other than as directed by the Commonwealth, the Grantee will cease being responsible for the performance of the Activity;
(b) the Commonwealth may, acting on its own behalf or through a nominee, take any step to manage the Activity that is reasonably necessary as determined by the Commonwealth and having regard to the trigger event(s) giving rise to the relevant Step-in Notice;
(c) the Commonwealth’s obligation to pay the Grant is suspended; and
(d) the Grantee agrees to provide all reasonable assistance and comply with any direction of the Commonwealth to enable the Commonwealth to exercise its rights under this clause and manage the Activity. CB16.3 The Commonwealth may withdraw the Step-in Notice if in the Commonwealth’s reasonable opinion:
(a) the circumstances giving rise to the trigger event have ceased or are able to be appropriately managed by the Grantee; and
(b) the Grantee will otherwise be able to comply with its obligations under this Agreement. CB16.4 The Commonwealth will by written notice advise the Grantee of:
(a) the date when the Step-in Notice will be withdrawn and the Grantee will resume responsibility for the Activity; and
(b) the amount by which the Grant will be reduced, which will be proportionate to the costs incurred by the Commonwealth in exercising its rights under this clause.
Step-In Rights. 22.1 Without prejudice to DFE’s rights of termination under clause 23 the DFE may exercise one or more of the rights set out in this clause 22 (“Step In Rights”) if:
22.1.1 there is a Default by the Contractor which materially prevents or materially delays performance of the Services or any part of the Services;
22.1.2 an event of Force Majeure occurs which materially prevents or materially delays the performance of the Services or any part of the Services;
22.1.3 a Regulatory Body has advised the DFE that exercise by the DFE of its rights under this clause 22 is necessary;
22.1.4 a serious risk exists to the health and safety of persons, property or the environment;
22.1.5 it is necessary to discharge a statutory duty; or
Step-In Rights. (i) In the event that the Responsible Party desires not to file or to abandon any Patent Right or Patent Application that would otherwise be subject to Section 10.2(a),10.2(b) or 10.2(c), as applicable, and which results in a material loss of Patent Rights, the Responsible Party shall provide reasonable prior written notice to the Consultation Party of such intention to not to file or to abandon (which notice shall, in any event, be given no later than [***] days prior to the next deadline for any action that may be taken with respect to such Patent or Patent Application with the applicable patent office).
(ii) With respect to any Intellia Patent Rights [***] that Intellia (as the Responsible Party) desires not to file or to abandon which results in a material loss of Patent Rights, Regeneron (as the Consultation Party) shall have the right, but not the obligation, at its expense, to assume responsibility for the filing, prosecution and maintenance of such Patents and Patent Applications within the Intellia Patents Rights in Intellia’s (or the applicable Third Party’s) name, unless, with respect to any such Patent Applications that are unpublished, Intellia notifies Regeneron that Intellia would prefer to maintain the subject matter of such Patent Application as a trade secret.
(iii) With respect to any Patent or Patent Application within [***] that Intellia (as the Responsible Party) desires not to file or to abandon which results in a material CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. loss of Patent Rights, Regeneron (as the Consultation Party) shall have the right, but not the obligation, at its expense, to prepare, file, prosecute and maintain such Patents and Patent Applications within [***] in the names of both Parties.
Step-In Rights. In addition to any other rights and remedies that it may have in terms of this Agreement or otherwise, including the right to terminate this Agreement, SARS may in its sole discretion elect to temporarily step in and take over the Services as contemplated below, immediately upon SARS’ identification or the Service Provider's notification to SARS of the occurrence of any adverse event caused by the Service Provider, which SARS considers, in its reasonable opinion, to be an event which may affect continuity of the Services. For the purposes of this clause, SARS may (at its option), either itself or by the procurement of an alternative third party service provider, temporarily take over the provision of the Services until such time that SARS is able to make permanent alternative arrangements for the provision of the Services: Provided that any take over by SARS as envisaged in this clause shall apply for a period of no more than one hundred and eighty (180) days, reckoned from the date that SARS temporarily takes over the provision of the Services. The Service Provider must, upon the request of SARS, fully co-operate with and assist SARS during any temporary take-over of the Services. To the extent that SARS exercises its right to assume the rendering of the Services or part thereof itself, or by a third party service provider, the Service Provider shall not be entitled to any fees and/or payment during the period for which SARS or the third party assumes the Services. SARS shall not, under any circumstances, by virtue of any assumption, be obliged, deemed or required to take over or assume responsibility for the conduct of the Service Provider's business operations.
Step-In Rights. If Agios fails to initiate a suit or take such other appropriate action under Section 10.3(b)(i), the Party authorized to initiate a suit or take such other appropriate action under Section 10.3(b)(iii) or the Lead Party fails to initiate a suit or take such other appropriate action under Section 10.3(b)(iv) above (such Party, the “Responsible Party”) within [**] days after becoming aware of the Competitive Infringement, then the other Party may, in its discretion, provide the Responsible Party with written notice of the other Party’s intent to initiate a suit or take other appropriate action. If the other Party provides such notice and the Responsible Party fails to initiate a suit or take such other appropriate action within [**] days after receipt of such notice from the other Party, then the Party that is not the Responsible Party shall have the right to initiate a suit or take other appropriate action that it believes is reasonably required to protect the applicable Agios Intellectual Property, Agios Collaboration Intellectual Property, Celgene Collaboration Patent Rights (but only to the extent provided in Section 10.3(b)(iv)) and Joint Inventions related to the applicable Program, Celgene Reverted Program, or Agios Reverted Program, as applicable. The Party that is not the Responsible Party shall give the Responsible Party advance notice of its intent to file any such suit or take any such action and the reasons therefor and shall provide the Responsible Party with an opportunity to make suggestions and comments regarding such suit or action. Thereafter, the Party that is not the Responsible Party shall keep the Responsible Party promptly informed and shall from time to time consult with the Responsible Party regarding the status of any such suit or action and shall provide the Responsible Party with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such suit or action.
Step-In Rights. (a) The City may at any time:
(i) within the period referred to in Section 5(b); or
(ii) if the City has not received a Default Notice and if the City’s right to terminate the Project Agreement has arisen and is continuing, deliver a notice (a “Step-In Notice”) electing to replace Project Co under the Maintenance and Rehabilitation Contract either with the City or a third party designated by the City in the Step-In Notice (the “Substitute”), provided that the City can demonstrate to the Maintenance and Rehabilitation Contractor, acting reasonably, that the Substitute shall have sufficient financial resources, or shall be supported by a satisfactory guarantee, to carry out the obligations of the Substitute under the Maintenance and Rehabilitation Contract.
(b) Subject to Section 6(d), upon receipt by the Maintenance and Rehabilitation Contractor of a Step-In Notice:
(i) Project Co and the Maintenance and Rehabilitation Contractor will be deemed to be released from their existing and future obligations under the Maintenance and Rehabilitation Contract to each other (except with respect to any and all indemnities from Project Co or the Maintenance and Rehabilitation Contractor to the other in respect of the period prior to the receipt of the Step-In Notice), and the City or the Substitute, as applicable, and the Maintenance and Rehabilitation Contractor will be deemed to assume those same existing and future obligations towards each other (except in respect of the aforesaid indemnities);
(ii) the existing and future rights of Project Co against the Maintenance and Rehabilitation Contractor under the Maintenance and Rehabilitation Contract and vice versa will be deemed to be cancelled (except with respect to any and all indemnities from Project Co or the Maintenance and Rehabilitation Contractor to the other in respect of the period prior to the receipt of the Step-In Notice), and the City or the Substitute, as applicable, and the Maintenance and Rehabilitation Contractor will be deemed to acquire those same existing and future rights against each other (except in respect of the aforesaid indemnities), subject to any applicable credit from the Maintenance and Rehabilitation Contractor to the City if the City pays for the Maintenance and Rehabilitation Contractor’s reasonable costs of continued performance pursuant to Section 5;
(iii) any guarantee, bond, covenant, letter of credit or similar performance security in favour of Project Co from any third party in ...