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Availability and Performance Sample Clauses

Availability and Performance. Uptime for SEVOCITY® shall be seven (7) days a week, twenty-four (24) hours a day (“Scheduled Uptime”), provided that upon notice to the Licensee at least seventy-two (72) hours in advance, CMI may provide for scheduled downtime for maintenance (“Scheduled Downtime”). CMI warrants to Licensee for the term of the Agreement that SEVOCITY® shall be available for use by Licensee as set forth in the Agreement in substantially its full core functionality for a minimum of 99.5% of the Scheduled Uptime on a monthly basis, excluding Scheduled Downtime (“Performance Criteria”). If the breach of warranty or failure results in Uptime being less than the specified Performance Criteria for two (2) consecutive months or for four (4) months in any consecutive twelve (12) month period, then Licensee’s sole remedy is as follows: (a) if failure to meet the Performance Criteria is caused solely by events within CMI’s commercially reasonable control, CMI shall credit the Licensee against the Monthly Service Fee due for that month at the rate of ten percent (10%) of such Monthly Service Fee for the affected month for every five percent (5%) of Scheduled Uptime by which the availability of the core functionality of SEVOCITY® in that month falls below ninety-five percent (95%) of Scheduled Uptime; (b) if failure to meet the Performance Criteria is caused in predominant part by events within CMI’s commercially reasonable control and in part by acts or omissions of third parties, failure of third party systems or equipment or other events beyond CMI’s commercially reasonable control, CMI shall credit the Licensee against the Monthly Service Fee due for that month at the rate of ten percent (10%) of its Monthly Service Fee amount for the affected month for every eight percent (8%) of Scheduled Uptime by which the availability of the substantial functionality of SEVOCITY® in that month falls below ninety-five percent (95%) of Scheduled Uptime; and (c) if failure to meet the Performance Criteria is caused in predominant part by events outside CMI’s commercially reasonable control or is caused in any degree by the fault, negligence or breach of Licensee, there shall be no credit to Licensee and no remedy or liability of CMI. Notwithstanding the foregoing, credits to Licensee shall not exceed fifty percent (50%) of the Monthly Service Fee prorated for the period of breach of warranty or failure.
Availability and PerformanceThe Bank will use reasonable efforts to make the Site and the EBanking Services generally available 24 hours a day, 7 days a week, except during maintenance periods or circumstances beyond the Bank’s reasonable control. Likewise, the Bank will use reasonable efforts to effect any transaction(s) on the day requested by the Customer. However, the Bank will not be bound to do so, and shall not be liable for any failure to do so.
Availability and PerformanceThe Consortium and the Service Provider shall respectively ensure that their authorised representatives or a competent deputy are available at all times when the Services are being provided.
Availability and Performance. REGION VII ESC will use reasonable efforts to make the DMAC Software available 24 hours per day, 7 days per week, except for planned maintenance periods. REGION VII ESC reserves the right to perform maintenance of the DMAC Software as needed. REGION VII ESC will use reasonable efforts to limit any unavailability of the DMAC Software due to maintenance to non-business hours and to give at least 24 hours notice of any such known unavailability.
Availability and PerformanceThe Company provides the Program "as-is", without any warranties or guarantees of availability, performance, or quality of service. Participants acknowledge and accept that the availability of computational resources and the execution of jobs may be subject to variability and delays and are aware of the essential functionalities and features of the Services.
Availability and Performance. E-SPACE guarantees a maximum of four (4) hours of unplanned service interruption per year (99.95% availability). This duration does not include Excusable Downtime as defined in point iv (c) below.
Availability and Performance a. RapidRatings system is available twenty-four (24) hours seven (7) days a week except for planned and communicated outages to Customer. Except for these outages, the RapidRatings system will operate with at least 98.5% availability, measured as an average over a quarterly period. An availability incident occurs when multiple parties are prevented from accessing the technology platform. RapidRatings will promptly (in no more than 3 business days) provide a summary report of historical availability upon request. Availability is defined as: b. Scheduled system maintenance that involves loss of access to the technology platform will usually be performed on Saturday or Sunday between the hours of 4:00 a.m. and 6:00 a.m. (EST). RapidRatings will provide Customer with at least ten business days’ prior written notice of any scheduled maintenance that involves loss of access to the technology platform. RapidRatings will provide Customer with as much as reasonably possible, with a goal of at least sixty minutes’ advance written notice, for unscheduled emergency maintenance of the Subscription Services. c. The RapidRatings Subscription Services, as a web-based application, are subject to the internet network connection and internet service providers and as such cannot guarantee request turnaround times. In normal operational circumstances, RapidRatings expects any given webpage to load in <10 seconds. d. RapidRatings will: (A) monitor the Subscription Services and supporting infrastructure controlled or maintained by RapidRatings for Errors; (B) identify root causes for any Errors; (C) correct Errors; and (D) minimize recurrences of Errors. Following the occurrence of any Error, upon Customer’s request, RapidRatings will promptly (in no more than 3 business days) provide to Customer the RapidRatings’ plan for remediating the Error. An “Error” means any bug, defect, or error impacting the availability of the Subscription Services. e. If RapidRatings fails to meet the availability levels in any two quarters in a rolling twelve-month period during an Order Term, Customer may terminate the Agreement or the applicable Order upon thirty (30) days written notice to RapidRatings.

Related to Availability and Performance

  • Capacity and Performance (a) During the term hereof, the Executive shall serve the Company and all of its subsidiaries as their President and Chief Executive Officer. In addition, and without further compensation, the Executive shall serve as a director of one or more of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereof, and subject to the terms and conditions set forth in this Agreement, the Executive shall devote his full business time and efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

  • Payment and Performance Bond Prior to the execution of this Contract, City may require Contractor to post a payment and performance bond (Bond). The Bond shall guarantee Contractor’s faithful performance of this Contract and assure payment to contractors, subcontractors, and to persons furnishing goods and/or services under this Contract.

  • Continuity of Service and Performance Unless otherwise agreed in writing, the Parties shall continue to provide service and honor all other commitments under this Agreement during the course of a Dispute with respect to all matters not subject to such Dispute.