Anticipated Failure Clause Samples

The Anticipated Failure clause defines the procedures and consequences if one party reasonably expects that the other will not fulfill their contractual obligations. Typically, this clause allows the concerned party to request assurances of performance or to take protective actions, such as suspending their own obligations or seeking remedies, if there are clear signs of impending non-performance. Its core function is to proactively address potential breaches before they occur, thereby minimizing risk and providing a mechanism for early intervention to protect the interests of the parties involved.
Anticipated Failure. Supplier shall immediately provide Notice to OUTSET if Supplier anticipates that it will be unable to meet its obligations to Supply Product in accordance with this Agreement, at the time of placement of a Purchase Order. Failure to Supply greater than [***] percent ([***]%) the quantities of Products covered by Purchase Orders placed by OUTSET in (i) [***]consecutive Purchase Orders, or (ii) more than [***] times during any [***] period; (each, a “Supply Failure”), then OUTSET shall have the right to require that Supplier transfer, at Outset’s expense, all information, data, tooling, know-how and materials used in connection with and specifically relating to the manufacture of the Products to a Third Party designee nominated by Outset, provided that the foregoing shall only include tooling, materials and capital equipment to extent owned by OUTSET or otherwise purchased by OUTSET from Supplier at the time of such transfer. All care will be exercised to minimize cost to Outset as part of such transfer. Any actions that would generate a cost to OUTSET as part of such transfer including but not limited to freight and import cost of tooling and fixture transfer, raw material disposition, and engineering cost shall be subject to OUTSET’s prior written approval. Supplier will also provide commercially reasonable assistance required by OUTSET within the expedited timeframe as determined by OUTSET and such Third party in connection with such transfer.
View Source

Related to Anticipated Failure

  • Payment Failure Any Credit Party (i) fails to pay any principal when due under this Agreement or (ii) fails to pay, within three Business Days of when due, any other amount due under this Agreement or any other Credit Document, including payments of interest, fees, reimbursements, and indemnifications;

  • Equipment Failures In the event of equipment failures beyond the Administrator's control, the Administrator shall take reasonable and prompt steps to minimize service interruptions but shall have no liability with respect thereto. The Administrator shall develop and maintain a plan for recovery from equipment failures which may include contractual arrangements with appropriate parties making reasonable provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available.

  • 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.

  • Power Failure Power Failure means the failure of power or other utility service if the failure takes place off the "residence premises". But if the failure results in a loss, from a Peril Insured Against on the "residence premises", we will pay for the loss caused by that peril.

  • Termination Due to Force Majeure Event If the period of Force Majeure continues or is in the reasonable judgment of the Parties likely to continue beyond a period of 120 (one hundred and twenty) Days, the Parties may mutually decide to terminate this Agreement or continue this Agreement on mutually agreed revised terms. If the Parties are unable to reach an agreement in this regard, the Affected Party shall after the expiry of the said period of 120 (one hundred and twenty ) Days be entitled to terminate the Agreement in which event, the provisions of Articles 16 and 17 shall, to the extent expressly made applicable, apply.