Business Continuity and Force Majeure Sample Clauses

Business Continuity and Force Majeure. 37.1 The Service Provider shall maintain an up to date business continuity plan. 37.2 None of the parties shall be in breach of this Contract nor liable for any failure or delay in performance of any obligation under this Contract to the extent arising from or attributable to Force Majeure. 37.3 If the party is prevented from performance of its obligations for a continuous period in excess of twenty-eight (28) Working Days the other party may terminate this Contract forthwith by written notice in which case no party shall have any liability to the other(s) except that rights and liabilities which accrued prior to such termination shall continue to subsist.
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Business Continuity and Force Majeure. 31.1 Without prejudice to Condition 4.2, the Service Provider shall ensure it has appropriate business continuity arrangements in place to deliver the Services without disruption and shall implement such arrangements in the event of any Force Majeure Event, emergency, disaster or other circumstance which affects the ability of the Service Provider to provide the Services. 31.2 If either party is affected by a Force Majeure Event it shall immediately notify the other party in writing of the matters constituting the Force Majeure Event and shall keep that party fully informed of any relevant change of circumstances whilst such Force Majeure Event continues. 31.3 The party affected by the Force Majeure Event shall take all reasonable steps available to it to minimise the effects of the Force Majeure Event on the performance of its obligations under the Contract. 31.4 Save as provided in Conditions 31.6 and 31.7, a Force Majeure Event shall not entitle either party to terminate the Contract and neither party shall be in breach of the Contract, or otherwise liable to the other, by reason of any delay in performance, or non-performance of any of its obligations due to a Force Majeure Event. 31.5 If the party affected by a Force Majeure Event fails to comply with any of its obligations under Condition 31.1, 31.2 or 31.3 above then no relief for the Force Majeure Event, including the provisions of Condition 31.4 above, shall be available to it and the obligations of each party shall continue in force.
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Business Continuity and Force Majeure. Contractor shall maintain a commercially reasonable business continuity plan to ensure the continuity of Contractor’s business, which shall be invoked upon the occurrence of any significant event that may adversely affect Contractor’s ability to perform its obligations under this Agreement. Contractor warrants that its business continuity plan enables the Contractor to recover its mission critical functions, including certain services outlined in any service level agreement, and complies in all material respects with applicable industry regulations and standards. Contractor agrees that if it must allocate limited resources among its customers, Contractor will not prioritize other customers over the College. Contractor shall test its business continuity plan at least annually and upon request, will provide a copy of the business continuity plan and the most recent test results to the College. Neither the College nor Contractor will be liable to the other for any failure or delay of performance of any obligations hereunder when such failure or delay is wholly or principally caused by any Force Majeure Event. Each party will make all reasonable efforts to remove or eliminate such a cause of delay or default related to its own operations. As soon as reasonably practical after the occurrence of the Force Majeure Event, Contractor agrees to institute its business continuity plans and to diligently pursue performance of its obligations under this Agreement. This provision does not excuse Contractor’s performance or obligations to mitigate the effects of any significant event, including a Force Majeure Event, which adversely affects the Contractor’s ability to perform its obligations under this Agreement.
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Business Continuity and Force Majeure. In the event of equipment failure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond the Custodian’s reasonable control (a “Force Majeure Event”), the Custodian shall take reasonable steps to minimize service interruptions and resume performance as soon as is reasonably practicable under the circumstances. The Custodian shall at all times during the term of this Agreement, make reasonable provision for (i) periodic back-up of the computer files and data with respect to the Series; (ii) emergency use of electronic data processing equipment; and (iii) such other plans or systems as it reasonably believes to be necessary or appropriate to recover its services from a Force Majeure Event and to provide services under this Agreement. Upon reasonable request, the Custodian shall discuss with senior management of the Fund such disaster recovery plan and/or provide a high-level presentation summarizing such plan. Notwithstanding anything in this Agreement to the contrary, the Custodian shall not be responsible or liable for any failure to perform under this Agreement or for any Losses to any Account resulting from any event beyond the reasonable control of the Custodian.
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Business Continuity and Force Majeure. 27.1 Without prejudice to Condition 4.3, the Service Provider shall ensure it has appropriate business continuity arrangements in place to deliver the Services without disruption and shall implement such arrangements in the event of any Force Majeure Event, emergency, disaster or other circumstance which affects the ability of the Service Provider to provide the Services. 27.2 If either party is affected by a Force Majeure Event it shall immediately notify the other party in writing of the matters constituting the Force Majeure Event and shall keep that party fully informed of any relevant change of circumstances whilst such Force Majeure Event continues. 27.3 The party affected by the Force Majeure Event shall take all reasonable steps available to it to minimise the effects of the Force Majeure Event on the performance of its obligations under the Call Off Contract. 27.4 Save as provided in Conditions 27.6 and 27.7, a Force Majeure Event shall not entitle either party to terminate the Call Off Contract and neither party shall be in breach of the Call Off Contract, or otherwise liable to the other, by reason of any delay in performance, or non-performance of any of its obligations due to a Force Majeure Event. 27.5 If the party affected by a Force Majeure Event fails to comply with any of its obligations under Condition 27.1, 27.2 or 27.3 above then no relief for the Force Majeure Event, including the provisions of Condition 27.4 above, shall be available to it and the obligations of each party shall continue in force. 27.6 If a Force Majeure Event results in the suspension of the provision of the Services, the Council shall not be obliged to pay the Call Off Contract Price until such time as such suspension has ceased. If the provision of the Services is partly suspended, the Council shall pay a pro rata amount for those Services it has received. 27.7 If in the Council’s reasonable opinion a Force Majeure Event results in disruption to more than 50% of the Services provided and such disruption continues for a continuous period of a month or longer (unless otherwise specified in the Particulars), the Council shall be entitled to terminate the Call Off Contract on giving one week’s notice to the Service Provider with termination taking effect upon the expiry of such notice.
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Business Continuity and Force Majeure. 29.1. The Supplier acknowledges that the timely performance of its obli- gations under this Agreement is essential to Rakon, irrespective of the ongoing and potential impacts of COVID-19 or other material disruptions. Accordingly, the Supplier acknowledges that it must comply with the business continuity plan and Force Majeure Event obligations set out in this clause 29. 29.2. The Supplier must develop, implement and maintain, a business continuity plan, that incorporates policies, procedures and arrange- ments to ensure that it will continue to fulfil its obligations under this Agreement, and to avoid or minimise any disruption to supply, including in response to a Force Majeure Event. The Supplier must provide a copy of its business continuity plan to Rakon on request. 29.3. Subject to the Supplier’s compliance with this clause 29 the Supplier will be relieved of its obligations under this Agreement to the extent that the Supplier’s ability to supply Products is affected by an act of God, fire, flood, explosion, earthquake or other natural disaster, ep- idemic or pandemic or any act of a public enemy, terrorism, xxxx- tage, riot or war (in each case, to the extent that it is beyond the Supplier’s reasonable control) (a Force Majeure Event), provided that the following will not be a Force Majeure Event: (a) an event that was reasonably foreseeable at the date of this Agreement (b) strikes or other labour disputes of the Supplier’s workforce, its sub-contractors or suppliers; (c) any act or omission of any sub-contractor of the Supplier, un- less and to the extent that the sub-contractor or supplier was itself affected by a Force Majeure Event; (d) an event caused by any fault, act or omission of the Supplier, to the extent that the effect of the event that could have been prevented, avoided, overcome or mitigated by exercising a reasonable standard of care, including by implementing a busi- ness continuity and contingency plan: (i) provided to Rakon in accordance with this clause 29; or (ii) that a reasonable and prudent supplier (in the busi- ness of providing the Products) would have in place; or (e) any Insolvency Event or any other lack of funds for any reason. 29.4. If the Supplier’s ability to perform any of its obligations under this Agreement is, or may be, affected by a Force Majeure Event, the Supplier undertakes that it will: (a) use best endeavours to minimise and mitigate the effect of the Force Majeure Event on the performance of its obligat...
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Business Continuity and Force Majeure. 8.1 The Operator must ensure that it has a documented business continuity plan, a disaster recovery plan, and a security incident management policy and response plan, each of which is reviewed at least annually. 8.2 The Operator must ensure that the Warehouse and Systems are protected from loss, damage or other occurrence, including fire and environmental hazards and power interruptions, that may result in any Warehouse or Systems being unavailable or that may result in unauthorized access to the Warehouse or Systems. 8.3 In this Article 8,
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Business Continuity and Force Majeure. 32.1. Without prejudice to Condition 4.2, the Service Provider shall ensure it has appropriate business continuity arrangements in place to deliver the Services without disruption and shall implement such arrangements in the event of any Force Majeure Event, emergency, disaster or other circumstance which affects the ability of the Service Provider to provide the Services. 32.2. If either party is affected by a Force Majeure Event it shall immediately notify the other party in writing of the matters constituting the Force Majeure Event and shall keep that party fully informed of any relevant change of circumstances whilst such Force Majeure Event continues. 32.3. The party affected by the Force Majeure Event shall take all reasonable steps available to it to minimise the effects of the Force Majeure Event on the performance of its obligations under the Assignment. 32.4. Save as provided in Conditions 32.6 and 32.7, a Force Majeure Event shall not entitle either party to terminate the Framework and neither party shall be in breach of the Purchasing Terms, or otherwise liable to the other, by reason of any delay in performance, or non-performance of any of its obligations due to a Force Majeure Event.
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Related to Business Continuity and Force Majeure

  • Business Continuity Registry Operator shall maintain a business continuity plan, which will provide for the maintenance of Registry Services in the event of an extraordinary event beyond the control of the Registry Operator or business failure of Registry Operator, and may include the designation of a Registry Services continuity provider. If such plan includes the designation of a Registry Services continuity provider, Registry Operator shall provide the name and contact information for such Registry Services continuity provider to ICANN. In the case of an extraordinary event beyond the control of the Registry Operator where the Registry Operator cannot be contacted, Registry Operator consents that ICANN may contact the designated Registry Services continuity provider, if one exists. Registry Operator shall conduct Registry Services Continuity testing at least once per year.

  • Business Continuity and Disaster Recovery Bank shall maintain and update from time to time business continuation and disaster recovery procedures with respect to its global custody business, which are designed, in the event of a significant business disruption affecting Bank, to be sufficient to enable Bank to resume and continue to perform its duties and obligations under this Agreement without undue delay or disruption. Bank shall test the operability of such procedures at least annually. Bank shall enter into and shall maintain in effect at all times during the term of this Agreement reasonable provision for (i) periodic back-up of the computer files and data with respect to Customer and (ii) use of alternative electronic data processing equipment to provide services under this Agreement. Upon reasonable request, Bank shall discuss with Customer any business continuation and disaster recovery procedures of Bank. Bank represents that its business continuation and disaster recovery procedures are appropriate for its business as a global custodian to investment companies registered under the 1940 Act.

  • BUSINESS CONTINUITY/DISASTER RECOVERY In the event of equipment failure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond State Street’s control, State Street shall take reasonable steps to minimize service interruptions. Specifically, State Street shall implement reasonable procedures to prevent the loss of data and to recover from service interruptions caused by equipment failure or other circumstances with resumption of all substantial elements of services in a timeframe sufficient to meet business requirements. State Street shall enter into and shall maintain in effect at all times during the term of this Agreement with appropriate parties one or more agreements making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Trusts; and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. State Street shall test the ability to recover to alternate data processing equipment in accordance with State Street program standards, and provide a high level summary of business continuity test results to the Trusts upon request. State Street will remedy any material deficiencies in accordance with State Street program standards. Upon reasonable advance notice, and at no cost to State Street, the Trusts retain the right to review State Street’s business continuity, crisis management, disaster recovery, and third-party vendor management processes and programs (including discussions with the relevant subject matter experts and an on-site review of the production facilities used) related to delivery of the service no more frequently than an annual basis. Upon reasonable request, the State Street also shall discuss with senior management of the Trusts any business continuity/disaster recovery plan of the State Street and/or provide a high-level presentation summarizing such plan.”

  • Business Continuity Plan The Warrant Agent shall maintain plans for business continuity, disaster recovery, and backup capabilities and facilities designed to ensure the Warrant Agent’s continued performance of its obligations under this Agreement, including, without limitation, loss of production, loss of systems, loss of equipment, failure of carriers and the failure of the Warrant Agent’s or its supplier’s equipment, computer systems or business systems (“Business Continuity Plan”). Such Business Continuity Plan shall include, but shall not be limited to, testing, accountability and corrective actions designed to be promptly implemented, if necessary. In addition, in the event that the Warrant Agent has knowledge of an incident affecting the integrity or availability of such Business Continuity Plan, then the Warrant Agent shall, as promptly as practicable, but no later than twenty-four (24) hours (or sooner to the extent required by applicable law or regulation) after the Warrant Agent becomes aware of such incident, notify the Company in writing of such incident and provide the Company with updates, as deemed appropriate by the Warrant Agent under the circumstances, with respect to the status of all related remediation efforts in connection with such incident. The Warrant Agent represents that, as of the date of this Agreement, such Business Continuity Plan is active and functioning normally in all material respects.

  • SAVINGS/FORCE MAJEURE A Force Majeure occurrence is an event or effect that cannot be reasonably anticipated or controlled and is not due to the negligence or willful misconduct of the affected party. Force Majeure includes, but is not limited to, acts of God, acts of war, acts of public enemies, terrorism, strikes, fires, explosions, actions of the elements, floods, or other similar causes beyond the control of the Contractor or the Commissioner in the performance of the Contract where non- performance, by exercise of reasonable diligence, cannot be prevented. The affected party shall provide the other party with written notice of any Force Majeure occurrence as soon as the delay is known and provide the other party with a written contingency plan to address the Force Majeure occurrence, including, but not limited to, specificity on quantities of materials, tooling, people, and other resources that will need to be redirected to another facility and the process of redirecting them. Furthermore, the affected party shall use its commercially reasonable efforts to resume proper performance within an appropriate period of time. Notwithstanding the foregoing, if the Force Majeure condition continues beyond thirty (30) days, the Parties shall jointly decide on an appropriate course of action that will permit fulfillment of the Parties’ objectives hereunder. The Contractor agrees that in the event of a delay or failure of performance by the Contractor, under the Contract due to a Force Majeure occurrence: a. The Commissioner may purchase from other sources (without recourse to and by the Contractor for the costs and expenses thereof) to replace all or part of the Products which are the subject of the delay, which purchases may be deducted from the Contract quantities without penalty or liability to the State, or b. The Contractor will make commercially reasonable efforts to provide Authorized Users with access to Products first in order to fulfill orders placed before the Force Majeure event occurred. The Commissioner agrees that Authorized Users shall accept allocated performance or deliveries during the occurrence of the Force Majeure event. Neither the Contractor nor the Commissioner shall be liable to the other for any delay in or failure of performance under the Contract due to a Force Majeure occurrence. Any such delay in or failure of performance shall not constitute default or give rise to any liability for damages. The existence of such causes of such delay or failure shall extend the period for performance to such extent as determined by the Contractor and the Commissioner to be necessary to enable complete performance by the Contractor if reasonable diligence is exercised after the cause of delay or failure has been removed. Notwithstanding the above, at the discretion of the Commissioner where the delay or failure will significantly impair the value of the Contract to the State or to Authorized Users, the Commissioner may terminate the Contract or the portion thereof which is subject to delays, and thereby discharge any unexecuted portion of the Contract or the relative part thereof. In addition, the Commissioner reserves the right, in his/her sole discretion, to make an equitable adjustment in the Contract terms and/or pricing should extreme and unforeseen volatility in the marketplace affect pricing or the availability of supply. "Extreme and unforeseen volatility in the marketplace" is defined as market circumstances which meet the following criteria: (i) the volatility is due to causes outside the control of Contractor; (ii) the volatility affects the marketplace or industry, not just the particular Contract source of supply; (iii) the effect on pricing or availability of supply is substantial; and (iv) the volatility so affects Contractor's performance that continued performance of the Contract would result in a substantial loss. Failure of the Contractor to agree to any adjustment shall be a dispute under the Disputes clause; provided however, that nothing in this clause shall excuse the Contractor from performing in accordance with the Contract as changed.

  • Business Continuity Planning Supplier shall prepare and maintain at no additional cost to Buyer a Business Continuity Plan (“BCP”). Upon written request of Buyer, Supplier shall provide a copy of Supplier’s BCP. The BCP shall be designed to ensure that Supplier can continue to provide the goods and/or services in accordance with this Order in the event of a disaster or other BCP-triggering event (as such events are defined in the applicable BCP). Supplier’s BCP shall, at a minimum, provide for: (a) the retention and retrieval of data and files; (b) obtaining resources necessary for recovery, (c) appropriate continuity plans to maintain adequate levels of staffing required to provide the goods and services during a disruptive event; (d) procedures to activate an immediate, orderly response to emergency situations; (e) procedures to address potential disruptions to Supplier’s supply chain; (f) a defined escalation process for notification of Buyer, within two (2) business days, in the event of a BCP-triggering event; and (g) training for key Supplier Personnel who are responsible for monitoring and maintaining Supplier’s continuity plans and records. Supplier shall maintain the BCP and test it at least annually or whenever there are material changes in Supplier’s operations, risks or business practices. Upon Xxxxx’s written and reasonable request, Supplier shall provide Buyer an executive summary of test results and a report of corrective actions (including the timing for implementation) to be taken to remedy any deficiencies identified by such testing. Upon Xxxxx’s request and with reasonable advance notice and conducted in such a manner as not to unduly interfere with Supplier’s operations, Supplier shall give Buyer and its designated agents access to Supplier’s designated representative(s) with detailed functional knowledge of Supplier’s BCP and relevant subject matter.

  • Reporting of Non-Force Majeure Events Each Party (the “Notifying Party”) shall notify the other Parties when the Notifying Party becomes aware of its inability to comply with the provisions of this Agreement for a reason other than a Force Majeure event. The Parties agree to cooperate with each other and provide necessary information regarding such inability to comply, including the date, duration, reason for the inability to comply, and corrective actions taken or planned to be taken with respect to such inability to comply. Notwithstanding the foregoing, notification, cooperation or information provided under this Article shall not entitle the Party receiving such notification to allege a cause for anticipatory breach of this Agreement.

  • Disaster Recovery and Business Continuity The Parties shall comply with the provisions of Schedule 5 (Disaster Recovery and Business Continuity).

  • Notification of Force Majeure Event 11.5.1 The Affected Party shall give notice to the other Party of any event of Force Majeure as soon as reasonably practicable, but not later than seven (7) days after the date on which such Party knew or should reasonably have known of the commencement of the event of Force Majeure. If an event of Force Majeure results in a breakdown of communications rendering it unreasonable to give notice within the applicable time limit specified herein, then the Party claiming Force Majeure shall give such notice as soon as reasonably practicable after reinstatement of communications, but not later than one (1) day after such reinstatement. Provided that, such notice shall be a pre-condition to the Affected Party’s entitlement to claim relief under this Agreement. Such notice shall include full particulars of the event of Force Majeure, its effects on the Party claiming relief and the remedial measures proposed. The Affected Party shall give the other Party regular reports on the progress of those remedial measures and such other information as the other Party may reasonably request about the Force Majeure. 11.5.2 The Affected Party shall give notice to the other Party of (i) the cessation of the relevant event of Force Majeure; and (ii) the cessation of the effects of such event of Force Majeure on the performance of its rights or obligations/ roles under this Agreement, as soon as practicable after becoming aware of each of these cessations.

  • Reasonable Suspicion Testing All Employees Performing Safety-Sensitive Functions A. Reasonable suspicion testing for alcohol or controlled substances may be directed by the Employer for any employee performing safety-sensitive functions when there is reason to suspect that alcohol or controlled substance use may be adversely affecting the employee’s job performance or that the employee may present a danger to the physical safety of the employee or another. B. Specific objective grounds must be stated in writing that support the reasonable suspicion. Examples of specific objective grounds include but are not limited to: 1. Physical symptoms consistent with alcohol and/or controlled substance use; 2. Evidence or observation of alcohol or controlled substance use, possession, sale, or delivery; or 3. The occurrence of an accident(s) where a trained manager, supervisor or lead worker suspects alcohol or other controlled substance use may have been a factor.

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