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. If Celgene fails to initiate a suit or take such other appropriate action under Section 10.3(b) above within [***] days after becoming aware of the Competitive Infringement, then Vividion may, in its discretion, provide Celgene with written notice of its intent to initiate a suit or take other appropriate action to combat such Competitive Infringement; provided, however, that (i) such period will be more than [***] days to the extent applicable Law prevents earlier enforcement of the applicable Patent(s) and provided further that if such period is extended because applicable Law prevents earlier enforcement, then Celgene shall have until the date that is [***] days following the date upon which applicable Law first permits such enforcement proceeding to elect to so enforce the applicable Patent(s), and (ii) Celgene shall have less than [***] days (or, as applicable, less than the [***] day period described in clause (i)) to elect to so enforce the applicable Patent(s) to the extent that a delay in bringing such enforcement proceeding against such alleged Third Party infringer would limit or compromise the remedies (including monetary relief and stay of regulatory approval) available against such alleged Third Party infringer. If Vividion provides such notice and Celgene fails to initiate a suit or take such other appropriate action within [***] days after receipt of such notice from Vividion (or such earlier time as is required to avoid limiting or compromising the remedies (including monetary relief and stay of regulatory approval) available against such alleged Third Party infringer), then Vividion shall have the right, but not the obligation, to initiate a suit or take other appropriate action that it believes is reasonably required to protect the applicable Vividion Intellectual Property, Celgene License Collaboration Intellectual Property, Joint Inventions or Joint Patents from Competitive Infringement. Vividion shall give Celgene advance notice of its intent to file any such suit or take any such action and the reasons therefor and shall provide Celgene with an opportunity to make suggestions and comments regarding such suit or action. Thereafter, Vividion shall keep Celgene promptly informed and shall from time to time consult with Celgene regarding the status of any such suit or action and shall provide Celgene with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law an...
Step-In Rights. During the occurrence and continuance of any Seller Default or occurrence of any event described in Section 30.1(b) (“Termination by Buyer”), and in addition to any other rights Buyer may have hereunder or at law or in equity, Buyer shall have the right, but not the obligation, take all actions necessary to perform any and all work and labor it deems necessary to complete, operate or maintain the Project in accordance with the terms of this Agreement, including causing Seller to vacate the Project and surrender possession of the Project and all proprietary information, Equipment, spare parts and other supplies located at the Project to Buyer. If Buyer at any time exercises its rights under this Section 29.4(a), Buyer shall be relieved of its obligations of payment during such time as it is exercising its right under this Section, and shall be entitled to recover all costs incurred by Buyer, plus 20% for general and administrative costs in connection with work performed during that time. Notwithstanding the foregoing, nothing set forth in this Section shall excuse Seller of its obligations to remedy its default and perform its obligations hereunder.
Step-In Rights. 31.1 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. 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):
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. 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. 18.1 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 take over the Services as contemplated in Clause 18.2 below, immediately upon SARS’s identification or the Service Provider’s notification of the occurrence of any event which SARS considers, in its sole discretion, to be an event which may affect the continuity of the Services.
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:
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 3.6 shall be deemed extended day-for-day by the duration of such Force Majeure event and for which a Step-In Right (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 Co...
