Interfering Acts. Supplier shall be excused from its responsibility to perform a specific obligation under this Agreement if and only to the extent such non-performance of the specific obligation is caused by Gap’s breach of its performance obligation(s) under the Agreement or caused by the intentional bad acts of Gap’s representatives; provided that upon the occurrence of acts or omissions by Gap in breach of Gap’s performance obligation(s) under the Agreement which have been determined by Supplier to be likely to adversely impact its ability to deliver or meet such specific obligation, Supplier shall advise Gap’s Infrastructure Partnership Executive of such occurrence in writing promptly and identify the reason for Supplier’s inability to perform its obligation as a result of Gap’s failure to perform its obligation(s) under this Agreement. Nothing in the forgoing shall (1) relieve Supplier of any portion of liability Finally Determined by a court to be Supplier’s arising from a breach of contract claim as to such failure to perform (2) preclude Gap from asserting such failure by Supplier to perform an obligation under this Agreement as a basis for Gap to terminate the Agreement for cause if subsequently discovered facts demonstrate the failure was not caused by Gap’s failure to perform its obligations under this Agreement; or (3) preclude Gap from asserting such failure by Supplier to perform an obligation under this Agreement as a basis for Gap to terminate the Agreement for cause if Supplier conduct, not caused by Gap’s failure to perform its obligation(s) under this Agreement, contributing to the failure is determined to be one of numerous breaches of its duties or obligations under the Agreement which in the aggregate are material as provided in Section 33.2(iii) (Termination For Cause By Gap).
Interfering Acts. Supplier shall be excused from its responsibility to perform an obligation under this Agreement if and only to the extent such non-performance of the specific obligation is caused primarily by (a) County’s material breach of its obligations under the Agreement, (b) an act or omission of County that, unless otherwise excused pursuant to Section 34 (Internal Dispute Resolution) herein, is Finally Determined to prevent or significantly impair Supplier’s ability to perform the obligation, or (c) a Force Majeure Event pursuant to Section 40.4 (Force Majeure Events) (collectively, “Interfering Acts”). Upon the occurrence of acts or omissions by County which result in a claim by Supplier of an Interfering Act, Supplier shall promptly, but in no event longer than three (3) days from the date Supplier knew or should have known of the act or omission, advise County of such occurrence in writing and identify the reason for Supplier’s inability to perform its obligation as a result of the claimed Interfering Act. Nothing in the foregoing shall: (i) relieve Supplier of any portion of responsibility of financial obligation pending a determination that an Interfering Act occurred; (ii) relieve Supplier of liability Finally Determined by a court to be Supplier’s arising from a breach of contract claim as to such failure to perform; or, (iii) preclude County from asserting such failure by Supplier to perform an obligation under this Agreement as a basis for County to terminate the Agreement for cause or to apply other available remedies under the Agreement. For the avoidance of doubt, compliance by Supplier with the SLRs and enforcement by County of Charge Adjustments, if applicable, are not suspended, delayed, deferred, or otherwise made inapplicable pending a resolution of whether an Interfering Act occurred. Notwithstanding the foregoing, nothing herein limits the application of Section 40.4 (Force Majeure Events) as provided therein.
Interfering Acts. IBM shall be excused from its responsibility to perform a specific obligation under this Agreement if and only to the extent such non-performance of the specific obligation is caused by VMU’s breach of its performance obligation(s) under the Agreement; provided that upon the occurrence of acts or omissions by VMU in breach of VMU’s performance obligation(s) under the Agreement which have been determined by IBM to be likely to adversely impact its ability to deliver or meet such specific obligation, IBM shall advise the VMU Program Director of such occurrence in writing promptly and identify the reason for IBM’s inability to perform its obligation as a result of VMU’s failure to perform its obligation(s) under this Agreement. Nothing in the forgoing shall (1) relieve IBM of any portion of liability Finally Determined by a court to be IBM’s arising from a breach of contract claim as to such failure to perform, (2) preclude VMU from asserting such failure by IBM to perform an obligation under this Agreement as a basis for VMU to terminate the Agreement for cause if subsequently discovered facts demonstrate the failure was not caused by VMU’s failure to perform its obligations under this Agreement, or (3) preclude VMU from asserting such failure by IBM to perform an obligation under this Agreement as a basis for VMU to terminate the Agreement for cause if IBM conduct, not caused by VMU’s failure to perform its obligation(s) under this Agreement, contributing to the failure is determined to be one of numerous breaches of its duties or obligations under the Agreement which in the aggregate are material as provided in Section 28.2.
