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.
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 access to any of the Operator's Intellectual Property, the Third Party Intellectual Property, Operator systems, premises, equipment, documents, information or other items as are reasonably required for the purpo...
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. 10.1. The Beneficiary has no authority to issue any direction or instruction to the Consultant in relation to the performance of the Consultant’s duties under the Appointment unless and until the Beneficiary has given notice under clauses 10.2 or 10.3 below.
10.2. The Consultant will not exercise or seek to exercise any right which it may have or which may become available to it, to terminate the Appointment or to treat it as having been terminated or repudiated, or to discontinue or suspend the performance of any duties or obligations to be performed by the Consultant under it, without first giving to the Beneficiary not less than 14 days written notice specifying the Consultant’s ground or grounds (the “Specified Grounds”) for terminating the Appointment or treating it as having been terminated or repudiated or discontinuing or suspending the performance of any duties to be performed by the Consultant and stating the amount (if any) of monies outstanding under the Appointment. The Consultant’s right to terminate the Appointment or treat it as having been repudiated or to discontinue or suspend performance shall cease if within such period of notice (and subject to clause 10.6 below) the Beneficiary shall give written notice to the Consultant requiring the Consultant to accept the instructions of the Beneficiary to the exclusion of the Client in respect of the Project upon the terms and conditions of the Appointment.
10.3. The Consultant agrees that if requested by the Beneficiary by notice in writing and subject to clause 10.6 below, he will accept the instructions of the Beneficiary or it’s appointee to the exclusion of the Client in respect of its duties under the Appointment upon the terms and the conditions of the Appointment and will if so requested enter into agreement whereby the Beneficiary is substituted for the Client under the Appointment.
10.4. The Client acknowledges that the Consultant will be entitled to rely on a notice given to the Consultant by the Beneficiary under clauses 10.2 or 10.3 as conclusive evidence that the Beneficiary has taken over from the Client the obligations and responsibilities of the Client towards the Consultant such that the Consultant should accept the instructions of the Beneficiary or its appointee to the exclusion of the Client.
10.5. Notwithstanding anything contained in this agreement and notwithstanding any payments which may be made by the Beneficiary to the Consultant, the Beneficiary will not be under any...
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. (a) Except with respect to a Planned CDP affected by Force Majeure affecting Gatherer’s performance (for which the dates for completion of a connection to a Planned CDP by the Completion Deadline or other service failure described in this Section 3.5 shall be deemed extended day-for-day by the duration of such Force Majeure event and for which Step-In Rights (as defined below) would not apply unless such Force Majeure exceeds either 30 consecutive Days or 45 non-consecutive days within any 365 Day period), in the event that Gatherer (i) fails to complete a connection to a Planned CDP by the Completion Deadline therefor, (ii) fails to provide the Services pursuant to the terms and conditions of this Agreement up to the Maximum DSU Volume, or (iii) fails to timely commence, diligently pursue and/or conduct the activities and operations required by Gatherer under this Agreement in a good and workmanlike manner as reasonably determined by Producer, then within 30 Days of Producer’s determination of the failure in clause (i), (ii) or (iii) above, Producer shall notify Gatherer in writing (such notice, a “Step-In Notice”) of such failure. Following receipt by Gatherer of such Step-In Notice, Gatherer will, within five Days following receipt of such Step-In Notice, respond to Producer with a detailed plan to cure the failure and the estimated timeline for completion thereof. Producer may, after receiving or failing to receive a response to such Step-In Notice from Gatherer within such five Day period, and within 15 Days thereafter, notify Gatherer in writing that Producer, either itself or through its designated Affiliate or representative, not earlier than the 30th Day after delivery of the applicable Step-In Notice and not later than the 45th Day after delivery of the applicable Step-In Notice, will (A) assume control of any CSA as necessary to cure the applicable failure including (1) payment of any past due amount then due to any Contractor by Gatherer as necessary to effectuate prompt completion of any delayed work, if applicable, and (2) payment of a bonus or incentive payment to such Contractor of up to 20% of the applicable CSA as necessary to effectuate prompt completion of the work by such Contractor, or (B) displace such Contractor for purposes of such work and itself or through its designated Affiliate or representative, cause completion of all work to cure the applicable failure (each, a “Step-In Right”). Payment by or commitment of Producer to a Con...
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. If either Party in any country decides not to file, prosecute and/or maintain any Patent Rights for which it has the first right described in Section 8.6, then it shall notify and consult with the other Party with respect to such decision at least forty-five (45) days prior to the date, and, if after such consultation between the Parties, such Party still intends not to file such Patent Rights, then the other Party shall thereupon have the right (but not the obligation) to assume the filing, prosecution and/or maintenance thereof at its expense with counsel of its choice; provided, however, that, the Parties shall refer to the JPC any strategy dispute between the Parties with respect to such Patent Rights for good faith discussion and resolution, and, in the event that the JPC cannot resolve such strategy, (a) NextCure shall not have the right to file, prosecute and/or maintain Lilly Collaboration Patent Rights where the scope of patent application disclosure and/or patent protection specifically and solely covers, claims or otherwise relates to one or more of the Lilly Targets, Lilly Compounds, the Lilly Products and/or the Exploitation thereof and/or the Lilly Responsibility Patents if, in Lilly’s sole discretion, Lilly (subsequent to such JPC referral) determines such filing, prosecution and/or maintenance should not be made as a matter of strategy and (b) Lilly shall not have the right to file, prosecute and/or maintain NextCure Collaboration Patent Rights where the scope of patent application disclosure and/or patent protection specifically and solely covers, claims or otherwise relates to one or more of the NextCure Targets, NextCure Compounds, the NextCure Products and/or the Exploitation thereof if, in NextCure’s sole discretion, NextCure (subsequent to such JPC referral) determines such filing, prosecution and/or maintenance should not be made as a matter of strategy.