Failure to Perform in Good Faith Sample Clauses

Failure to Perform in Good Faith. In the event Registry Operator shall have been repeatedly and willfully in fundamental and material breach of Registry Operator’s obligations set forth in Sections 3.1(a), (b), (d) or (e); Section 5.2 or Section 7.3, and arbitrators in accordance with Section 5.1(b) of this Agreement repeatedly have found Registry Operator to have been in fundamental and material breach of this Agreement, including in at least three separate awards, then the arbitrators shall award such punitive, exemplary or other damages as they may believe appropriate under the circumstances.
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Failure to Perform in Good Faith. In the event Registry Operator shall have been repeatedly and willfully in fundamental and material breach of Registry Operator’s obligations set forth in Sections 3.1(a), (b), (d) or (e); Section 5.2 or Section 7.3, and arbitrators in accordance with Section 5.1(b) of this Agreement repeatedly have found Registry Operator to have been in fundamental and material breach of this Agreement, including in at least three separate awards, then ICANN may request the arbitrators award such punitive, exemplary, or other damages as they may believe appropriate under the circumstances. Notwithstanding the foregoing, ICANN is not precluded from seeking any other remedy available to it under this Agreement including seeking any available remedy from an arbitrator.
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Failure to Perform in Good Faith. In the event Sponsor shall have been repeatedly and willfully in fundamental and material breach of Sponsor’s obligations set forth in Sections 3.1(a), (b), (d) or (e); Section 5.2 or 7.2, and arbitrators in accordance with Section 5.1(b) of this Agreement repeatedly have found Sponsor to have been in fundamental and material breach of this Agreement, including in at least three separate awards, then ICANN may request the arbitrators award such punitive, exemplary or other damages as they may believe appropriate under the circumstances.
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Failure to Perform in Good Faith. In the event SponsorRegistry Operator shall have been repeatedly and willfully in fundamental and material breach of Sponsor’sRegistry Operator’s obligations set forth in Sections 3.1(a), (b), (d) or (e);; Section 3.3; Section 5.2; Section 7.1; or Section 7.2, and arbitrators in accordance with Section 5.1(b) of this Agreement repeatedly have found SponsorRegistry Operator to have been in fundamental and material breach of this Agreement, including in at least three separate awards, then ICANN may request the arbitrators award such punitive, exemplary or other damages as they may believe appropriate under the circumstances.
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Failure to Perform in Good Faith. In the event Registry Operator shall have been repeatedly and willfully in fundamental and material breach of Registry Operator’s obligations set forth in Sections 3.1(a), (b), (d) or (e); Section 5.2, and arbitrators in accordance with Section 5.1(b) of this Agreement repeatedly have found Registry Operator to have been in fundamental and material breach of this Agreement, including in at least three separate awards, then the arbitrators shall award such punitive, exemplary or other damages as they may believe appropriate under the circumstances. Changes [to the Agreement] A provision outlining the process for making changes to the base agreement were incorporated into the 2007 agreement. Bulk Zone File Access No substantive differences between 2001 agreement and 2007 agreement. Registration Restrictions No substantive differences between 2001 agreement and 2007 agreement. Functional and Performance In the 2007 agreement the functional and performance specifications were consolidated into one provision and simplified. Term 2001 2007 Comments Specification Fees paid to ICANN A summary of the fees applicable to the 2007 agreement can be found in the table above. Fee Caps For the 2007 proposed agreement, this is addressed in Section 7.3 – Pricing for Domain Name Registrations and Registry Services [No] Rights in Data The rights in data provision was moved to the termination section of the proposed 2007 agreement (see above) with no substantive changes. Indemnification Provisions Indemnification of Registry Operator has been removed for the 2007 agreement. [Compliance with existing] Consensus Policies The 2007 GNR Registry Agreement has an updated and simplified consensus policies provision. The Consensus Policies section in the 2007 agreement is an outline with web links to the full text, whereas the 2001 agreement provided a list of relevant policies. [Protection of] Personal Data No substantive differences between 2001 agreement and 2007 agreement. Registrations Not Sponsored by Registrars Under Registry-Registrar Agreements This provision was not included in the 2007 agreement, see, however Appendix 6 to proposed 2007 renewal registry agreement. Pricing Adjustments Arising from New or Adjusted Specifications or Policies. This provision, as well as Appendix G, are not included in the 2007 agreement. Term 2001 2007 Comments Limitation of Liability No material differences between 2001 agreement and 2007 agreement. Miscellaneous Terms Compliance with Laws pro...
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Failure to Perform in Good Faith. IN THE EVENT REGISTRY OPERATOR SHALL HAVE BEEN REPEATEDLY AND WILLFULLY IN FUNDAMENTAL AND MATERIAL BREACH OF REGISTRY OPERATOR’S OBLIGATIONS SET FORTH IN SECTIONS 3.1(A), (B), (D) OR (E); SECTION 5.2 OR SECTION 7.3, AND ARBITRATORS IN ACCORDANCE WITH SECTION 5.1(B) OF THIS AGREEMENT REPEATEDLY HAVE FOUND REGISTRY OPERATOR TO HAVE BEEN IN FUNDAMENTAL AND MATERIAL BREACH OF THIS AGREEMENT, INCLUDING IN AT LEAST THREE SEPARATE AWARDS, THEN ICANN MAY (I) REQUEST THE ARBITRATORS AWARD SUCH PUNITIVE, EXEMPLARY OR OTHER DAMAGES AS THEY MAY BELIEVE APPROPRIATE UNDER THE CIRCUMSTANCES, WHICH MONETARY DAMAGES SHALL NOT, HOWEVER, COMMENCING WITH THE FIRST FULL CALENDAR YEAR FOLLOWING THE EFFECTIVE DATE EXCEED (A) US$2,000,000 DURING THE FIRST CALENDAR YEAR, (B) US$5,000,000 DURING THE SECOND THROUGH SIXTH CALENDAR YEARS, AND (C) US$10,000,000 DURING THE SEVENTH THROUGH TENTH CALENDAR YEARS, AND ANY RENEWAL TERMS OF THIS AGREEMENT; OR
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Related to Failure to Perform in Good Faith

  • Failure to Perform In the event of a failure of performance due under this Agreement and if it becomes necessary for either party to undertake legal action against the other on account thereof, then the prevailing party shall be entitled to reasonable attorney’s fees in addition to costs and necessary disbursements.

  • Lenders’ Failure to Perform All Advances (other than Swing Loans and Agent Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

  • Continue to Perform No resignation or removal of the Administrator will be effective, and the Administrator will continue to perform its obligations under this Agreement, until a successor Administrator has accepted its engagement according to Section 3.5(b).

  • Ability to Perform; Solvency The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. The Seller is solvent and the sale of the Mortgage Loans will not cause the Seller to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of Seller's creditors;

  • Good Faith The parties to this contract shall, in exercising their respective rights and complying with their respective obligations under this contract (including when conducting any discussions or negotiations arising out of the application of any provisions of this contract or exercising any discretion under them), at all times act in good faith.

  • No Liability for Good Faith Determinations The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Restricted Stock Units granted hereunder.

  • Ability to Perform The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;

  • Financial Ability to Perform Purchaser has available to it as of the date hereof, and will have available to it at the Closing, funds sufficient to enable Purchaser to perform all of its obligations hereunder, including delivering the Closing Purchase Price and the Purchase Price to Seller, as and when contemplated by this Agreement and to pay or otherwise perform all of the obligations of Purchaser under the other Transaction Documents.

  • Inability to Perform This Lease and the obligations of the Tenant hereunder shall not be affected or impaired because the Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of strike, labor troubles, acts of God, or any other cause beyond the reasonable control of the Landlord.

  • Right to Perform If Tenant shall fail to pay any sum of money, other than Base Rent or Additional Rent, required to be paid by it under this Lease or shall fail to perform any other act on its part to be performed under this Lease, and such failure shall continue for ten (10) Business Days after notice of such failure by Landlord, or such shorter time if reasonable under the circumstances, Landlord may, but shall not be obligated to, and without waiving or releasing Tenant from any obligations of Tenant, make such payment or perform such other act on Tenant's part to be made or performed as provided in this Lease. Landlord shall have (in addition to any other right or remedy of Landlord) the same rights and remedies in the event of the nonpayment of sums due under this paragraph as in the case of default by Tenant in the payment of Base Rent.

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