Suspension Rights Clause Samples
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Suspension Rights. Without limiting any other rights available to Hitachi under the Master Agreement or applicable law, Hitachi may suspend delivery of all or any part of the XaaS Services without liability if: (i) You are in breach of Your payment obligations under an XaaS Agreement or payment obligations to a Hitachi Partner; (ii) You are otherwise in uncured breach of an XaaS Agreement because of Your conduct or the conduct of Your Personnel or End User; (iii) You or any party on Your behalf commits a Misuse; (iv) You become or threaten to become Insolvent; or (v) there is a change of control in You that is not approved in writing by Hitachi. Without limiting Hitachi’s rights under these Terms or under applicable law, Hitachi will reinstate any suspended XaaS Services following the remediation of the breach. Hitachi has a right to terminate the XaaS Agreement if Hitachi has a right to suspend XaaS Services under this Section. Hitachi will use reasonable commercial endeavors to give You or Your Hitachi Partner (where applicable) notice in advance of a suspension, except where it determines immediate suspension is necessary. You will remain responsible for all fees and charges that You incur during the suspension period, including any further period of use contemplated by these Terms or the XaaS Agreement. However, Hitachi shall not be liable for any Failure in the XaaS Services during any suspension period, irrespective of whether or not any service credits are payable by Hitachi under an XaaS Agreement for service level breaches. Hitachi will not erase Content during a suspension except as otherwise specified in these Terms or the XaaS Agreement.
Suspension Rights. (a) If the Buyer breaches this contract or the Sale Contract, the Developer may suspend the Building Works by notice in writing given to the Buyer.
(b) If the Buyer rectifies the breach within 5 Business Days of the Developer's notice, the Building Works must resume within 15 Business Days of the Developer being notified of the Buyer's rectification of the breach.
Suspension Rights. In the event of:
(a) any request by the Commission or any other federal or state governmental authority during the period of effectiveness of a registration statement contemplated by this Agreement for amendments or supplements to such registration statement or related preliminary prospectus, prospectus or prospectus supplement or for additional information;
(b) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of any registration statement contemplated by this Agreement or the initiation of any proceedings for that purpose;
(c) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; or
(d) any event or circumstance that necessitate the making of any changes in a registration statement contemplated by this Agreement or related preliminary prospectus, prospectus or prospectus supplement, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of a registration statement, it will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that, in the case of a preliminary prospectus, prospectus or prospectus supplement, it will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; then the Company shall deliver a written notice to the Holders with Registrable Securities covered by such registration statement or related preliminary prospectus, prospectus or prospects supplement (the “Suspension Notice”) to the effect of the foregoing (which do not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended suspension, if known), and, upon receipt of such Suspension Notice, such Holders will refrain from selling any Registrable securities pursuant to such registration statement (a “Suspension”) until such Holder’s receipt of copies of a supplemented or amended preliminary prospectus, prospectus or prospectus supplement prepared an filed by the Company, or until it is advised in writin...
Suspension Rights. (a) The Supplier may suspend the provision of ProcurePro (or any part of it) without having any liability to the Customer:
(i) where there is (or the Supplier reasonably suspects there is) any unauthorised access to the Customer's network which may result in unauthorised access to the Supplier’s network;
(ii) where the Customer is (or the Supplier reasonably believes the Customer is) subject to a Cyber Attack;
(iii) in order to take precautions in a situation where the systems of the Supplier or any third party service provider of the Supplier, or of other customers of the Supplier, are at risk of or subject to a Cyber Attack;
(iv) in order to carry out emergency technical maintenance to any of the Supplier’s systems or any systems of a third party service provider of the Supplier;
(v) if the Customer (or any User that is the Customer’s Personnel) is in breach of clause 4.7 of this Agreement; or
(vi) where use of ProcurePro by the Customer, or a User that is the Customer’s Personnel:
(A) poses a security risk to the Supplier or any third party; or
(B) is likely to adversely impact the Supplier’s systems, ProcurePro or the systems or data of any other customer of the Supplier.
(b) The Supplier reserves the right to suspend or vary ProcurePro (or part of it and whether generally or in respect of the Customer only) where it is required to do so by law, or at the direction of any court or governmental or other regulatory body.
(c) Without limiting any other remedy the Supplier may have under this Agreement or at law, the Supplier may suspend the Customer’s access to ProcurePro if:
(i) subject to clause 8.3, the Customer has not paid the Supplier the Fees in accordance with this Agreement, provided that the Supplier shall first have given to the Customer at least seven days' notice that ProcurePro would be suspended if the outstanding sums are not paid in full; or
(ii) the Supplier receives a notice from a third party with a legitimate interest to be protected (including any regulatory body) requiring the Supplier to cease providing ProcurePro to the Customer or remove any content the Customer is making available through ProcurePro. Subject to any contrary legal requirements, the Supplier shall provide the Customer with a copy of the notice.
(d) Where the Supplier suspends the Customer’s right to access and use ProcurePro (or any part of it):
(i) the Supplier will use best endeavours to give the Customer as much advance notice as practicable;
(ii) the Supplier ...
Suspension Rights. Notwithstanding anything to the contrary contained herein, Parent may, upon written notice (which notice shall include a certificate signed by an executive officer of Parent stating that Parent is exercising its rights under this Section 2.7, a general statement of the reason for the suspension and an estimate of the length of the suspension) to the Securityholder Representative, suspend (x) Parent’s obligation to file or have declared or keep effective any registration statement or any amendment thereto and (y) any Holder’s use of any prospectus which is part of any registration statement (in which event each Holder shall discontinue sales of Registrable Securities pursuant to such registration statement) if (a) Parent is pursuing a material financing, acquisition, merger, joint venture, reorganization, disposition or other similar transaction or Parent is resolving comments on its public filings with the Commission and the board of directors of Parent, or a validly appointed committee thereof, determines in its good faith judgment that the use of the prospectus would materially interfere with Parent’s ability to pursue or consummate such a transaction or resolve such comments with the Commission or would require the public disclosure thereof or (b) Parent is in the possession of other material non-public information the disclosure of which at such time, in the good faith judgment of the board of directors of Parent, or a validly appointed committee thereof, would reasonably be expected not to be in the best interests of Parent; provided, however, that (i) there shall be no more than two suspensions in any period of twelve consecutive months and in no event shall such suspension period exceed an aggregate of ninety (90) days in any consecutive 365-day period and (ii) during the first six months following the Closing Date, there shall not be suspension periods exceeding sixty (60) days in the aggregate. Upon disclosure of such information or the termination of the condition described above, Parent shall promptly (x) provide notice to the Securityholder Representative, (y) terminate any suspension of sales it has put into effect and (z) take such other actions necessary to permit registered sales of Registrable Securities as required or contemplated by this Agreement, including, if necessary, preparation and filing of a post-effective amendment or prospectus supplement so that the relevant registration statement and any prospectus forming a part thereof wil...
Suspension Rights. The Company shall have the right, which right may be exercised by the Company only twice during any twelve (12) month period, to extend, suspend or delay the effectiveness of the Registration Statement for a period of up to ninety (90) days if, upon advice of counsel to the Company, effectiveness of such Registration Statement would interfere with any then currently active acquisition, financing or similar transaction of the Company by requiring the premature disclosure of any material corporate development or otherwise.
Suspension Rights. (a) If an Event of Default occurs and is continuing, the non-defaulting Party may, by giving five (5) calendar days’ written notice, suspend its obligation to deliver Sales Volumes hereunder or its obligation to purchase Sales Volumes hereunder, as applicable. While deliveries of Sales Volumes hereunder are suspended pursuant to this Section 7.2, PXP shall have the right, but not the obligation, to sell any undelivered volumes to other purchasers and shall, if PXP is the non-defaulting Party, be entitled to damages from CoP equal to the amount it would have received under the terms of this Agreement for such undelivered volumes less the amount received from other purchasers of the undelivered volumes, plus actual costs and expenses incurred by PXP in arranging sales to other purchasers. While any purchases of Sales Volumes hereunder are suspended pursuant to this Section 7.2, CoP may purchase Sales Volumes from other sellers and shall, if CoP is the non-defaulting Party, be entitled to damages from PXP equal to the amount paid to purchase the Sales Volumes from other sellers less the amount it would have paid for the Sales Volumes under the terms of this Agreement, plus actual costs and expenses incurred by CoP in arranging purchases from other sellers.
(b) The right of the non-defaulting Party to suspend performance under this Section 7.2 shall continue until the earlier of (i) the Event of Default is cured or (ii) this Agreement is terminated pursuant to Section 7.3.
(c) An election by a Party to suspend performance under this Section 7.2 shall not preclude that Party from later electing to terminate this Agreement under Section 7.3.
Suspension Rights. Notwithstanding the provisions of this Agreement, the Company's obligation to file a Registration Statement, or cause such Registration Statement to become and remain effective, shall be suspended for a period of 90 days in any 12 month period if there exists at the time material non-public information relating to the Company which, in the reasonable opinion of counsel to the Company, should not be disclosed.
Suspension Rights. If You are in material breach of the Agreement (including by non-payment of our Charges when due) We have the right to suspend performance of any or all of our obligations under the Agreement if You fail to comply with our written notice requiring You to remedy such breach by the date specified in such notice.
Suspension Rights. 28.1 If the Contracting Authority identifies any material non-compliance under the Framework Agreement or one or more Call-Off Contracts or of any SLAs (where applicable) in respect of the Service Provider such that the Contracting Authority is concerned about the Service provider’s ability to perform any future Call-Off Contract or in the event that the Service Provider is no longer able to undertake a Request for Offer, then the Contracting Authority reserves the right to refrain from placing a Request for Offer with the Service Provider and may instead place a Request for Offer with the Service Provider ranked in second place under the process used. In the event that the Contracting Authority identifies a non- compliance in respect of the Service Provider ranked in second place, the Contracting Authority may look to award the Request for Offer to the next highest ranked Service Provider who meets the requirements of this Framework Agreement and Key Performance Indicators (KPIs) (if applicable).
28.2 If, in the Contracting Authority’s opinion, the Service Provider persistently and/or regularly refuses to bid or to submit a Proposal in respect of a Mini-Competition Request under Schedule 2 and the Service Provider is not able to demonstrate to the Contracting Authority’s satisfaction within five (5) Business Days of the Contracting Authority’s request for it to do so that such refusal or lack of bid is not for the valid and genuine reason then the Contracting Authority reserves the right to exclude the Service Provider from bidding under a Mini-Competition for future Call-Off Contracts for a period which, at the Contracting Authority’s discretion, may be up to the same period in time over which the persistent or regular refusals or failures were measured by the Contracting Authority as determined by the Contracting Authority (but being no longer than 12 weeks). It shall be the Contracting Authority’s discretion as to whether the thresholds set out above have been met or not met.
28.3 Without prejudice to any other rights or remedies which the Contracting Authority may possess under this Framework Agreement or otherwise (including any right to terminate), if the Service Provider:
28.3.1 is in material breach of a term of a Call-Off Contract;
28.3.2 materially fails to proceed regularly and/or diligently with the Services or the delivery of its obligations under a Call-Off Contract, then the Contracting Authority may give it notice in writing (or in an emer...
