Commercial Impracticability Sample Clauses

Commercial Impracticability. No party to this Agreement shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond that party's reasonable control, including, for example, an act of God, labor disturbance such as a strike or walkout, war, riot, fire, storm, accident, government regulation or interference, or mechanical, electronic or communications failure.
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Commercial Impracticability. Notwithstanding the above, in the event --------------------------- that GenVec believes that the payments set forth in Sections 3.2 or 3.3 above would make the sale of Licensed Products commercially impracticable it may notify Scios, and in such event the parties shall negotiate in good faith a reduction in such payments.
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Commercial Impracticability. 19.1. With respect to any one or more Covered Beverages and Related Products (the “Affected Products”) and the Territory or any portion thereof (the “Affected Territory”), as applicable, 19.1.1. the obligation of Company (including any of its Affiliates) or Company Authorized Supplier to supply Affected Products to Bottler and Bottler’s obligation to purchase Affected Products from Company, its Affiliates, or a Company Authorized Supplier and to market, promote, distribute, and sell the Affected Products in accordance with the terms of this Agreement shall be suspended during any period when there occurs a change in applicable laws, regulations or administrative measures (including any government permission or authorization regarding customs, health or manufacturing, and further including the withdrawal of any government authorization required by any of the parties to carry out the terms of this Agreement), or issuance of any judicial decree or order binding on any of the parties hereto, in each case in such a manner as to render unlawful or commercially impracticable: 19.1.1.1. the importation or exportation of any essential ingredients of the Affected Products that cannot be produced in quantities sufficient to satisfy the demand therefor by existing Company (including any of its Affiliates) or Company Authorized Supplier facilities in the United States; 19.1.1.2. the manufacture and distribution of Affected Products to Bottler; or 19.1.1.3. Bottler’s marketing, promotion, distribution, and sale of Affected Products within the Affected Territory. 19.2. To the extent that Bottler is unable to perform its obligations as a consequence of any of the contingencies set forth in Section 19.1, and for the duration of such inability: 19.2.1. Company (including any of its Affiliates) shall be relieved of their respective obligations under any Finished Goods Supply Agreement; and 19.2.2. the determination of Bottler’s performance under Section 14.1 and Section 14.2 shall be made without regard to the Affected Products within the Affected Territory. If any of the contingencies set forth in this Section 19 persists so that either party’s obligation to perform is suspended for a period of two (2) years or more, the other party may upon Notice terminate this Agreement and any Related Agreements with regard to the Affected Products and the Affected Territory, as applicable, without paying any compensation or other liability for damages (except as provided in Section 25)...
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Commercial Impracticability. No party to this Agreement shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond that party's reasonable control, including, for example, an act of God, labor disturbance such as a strike or walkout, war, riot, fire, storm, accident, government regulation or interference, or mechanical, electronic or communications failure. Charleston: 182738 v.6 10
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Commercial Impracticability. The parties acknowledge that the allocation and pricing provisions of Articles IV and V are based on assumptions about Partnership operations and sulphur and sulphur transportation markets in accordance with which those provisions are expected to yield generally balanced and equitable results. If fundamental changes in those operations or markets render such an assumption invalid and performance of this Agreement by a party becomes commercially impracticable or grossly inequitable, that party may so notify the other parties, setting forth its reasons in reasonable detail. The parties will negotiate in good faith toward amending the affected provisions of the Agreement in a manner intended to restore its balance and equity. Ordinary cyclical changes in markets shall not be grounds for invoking negotiation under this Article. A party invoking negotiation will have the burden of proving that an assumption upon which the Agreement was based has fundamentally altered.
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Commercial Impracticability. Notwithstanding the above, in the event that TherAtid believes that the foregoing royalty rates would make the sale of Licensed Products commercially impracticable it may notify Ciba, and in such event the parties shall negotiate in good faith a reduction in such royalties; provided, the foregoing terms shall remain in effect until such other terms are agreed in writing.
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Commercial Impracticability. In the event that, by reason of any Regulatory Change, the Lender either (i) incurs any incremental costs which the Lender determines are attributable to its making or maintaining any Advances or its obligation to make any Advances hereunder, or any reduction in any amount receivable by the Lender hereunder in respect of any of such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs") based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of the Lender which includes deposits by reference to which the interest rate on LIBOR Borrowings or Base Borrowings is determined as provided in this Agreement or a category of extensions of credit or other assets of the Lender which includes LIBOR Borrowings or Base Borrowings or (ii) becomes subject to restrictions on the amount of such category of liabilities or assets which it may hold, then, if the Lender so elects by notice to the Borrower, the obligation of the Lender to make additional Advances of such type hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 2.11(a) hereof shall be applicable).
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Commercial Impracticability. Seller may suspend performance and/or terminate the Orders, in whole or in part, without liability to Buyer, if for any reason, Seller shuts down the unit(s), or the manufacturing facility at which product is made, or if a change in circumstances (whether foreseeable or unforeseeable) causes Seller to incur a loss on a full cost basis at any time on the sale of product hereunder from such unit or manufacturing facility.
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Commercial Impracticability. Without limiting the effect of the --------------------------- provisions of clause (a) of this Section, in the event that, by reason of any ---------- Regulatory Change, a Bank either (i) incurs any incremental costs which such Bank determines are attributable to its making or maintaining any Advances, or its obligation to make any Advances hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of, such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs") based on or measured by the excess above a ---------------- specified level of the amount of a category of deposits or other liabilities of such Bank which includes deposits by reference to which the interest rate on LIBOR Borrowings or Base Borrowings is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes LIBOR Borrowings or Base Borrowings or (ii) becomes subject to restrictions on the amount of such category of liabilities or assets which it may hold, then, if such Bank so elects by notice to the Borrower, the obligation of such Bank to make additional Advances of such type hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of clause (b) of this Section shall be applicable). ----------
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Related to Commercial Impracticability

  • Impracticability A Service Provider shall not be required to provide any Service to the extent the performance of such Service becomes impracticable as a result of a cause or causes outside the reasonable control of the Service Provider, including unfeasible technological requirements, or to the extent the performance of such Services would require the Service Provider to violate any Applicable Law, or would result in the breach of any license, Governmental Authorization or Contract (an “Impracticability”).

  • Illegality or Impracticability of Eurodollar Rate Loans In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Company and Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful) or (ii) has become impracticable, or would cause such Lender material hardship, as a result of contingencies occurring after the date of this Agreement which materially and adversely affect the interbank Eurodollar market or the position of such Lender in that market, then, and in any such event, such Lender shall be an "Affected Lender" and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter (a) the obligation of the Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (b) to the extent such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by Company pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, the Affected Lender shall make such Loan as (or convert such Loan to, as the case may be) a Base Rate Loan, (c) the Affected Lender's obligation to maintain its outstanding Eurodollar Rate Loans (the "Affected Loans") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (d) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurodollar Rate Loan then being requested by Company pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, Company shall have the option, subject to the provisions of subsection 2.6D, to rescind such Notice of Borrowing or Notice of Conversion/Continuation as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this subsection 2.6C shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in accordance with the terms of this Agreement.

  • FINANCIAL IMPLICATIONS There are no budget implications. The applicant will be responsible for all costs, expenses, liabilities and obligations imposed under or incurred in order to satisfy the terms of this proposed development agreement. The administration of the proposed development agreement can be carried out within the approved 2019- 2020 budget and with existing resources.

  • H5 Disruption The Contractor shall take reasonable care to ensure that in the performance of its obligations under the Contract it does not disrupt the operations of the Authority, its employees or any other contractor employed by the Authority.

  • FORCE MAJEURE CIRCUMSTANCES Lithium Hosting, llc CANNOT and WILL NOT be liable for any failure or delay in doing its professional duties resulting from circumstances beyond its physical control. Such circumstances may represent acts of any governmental body, war, rebellion, sabotage, embargo, fire, flood or other natural disaster, strike or other labor disturbances, interruption of or delay in transportation, unavailability of, interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware, or inability to obtain raw materials, supplies or power used in or equipment needed for provisioning of the Services.

  • Impossibility Neither party shall be in default of this Charter, if the performance of any or all of this Charter is prevented, delayed, hindered or otherwise made impracticable or impossible by reason of any strike, flood, hurricane, riot, fire, explosion, war, act of God, sabotage or any other casualty or cause beyond either party’s control, and which cannot be overcome by reasonable diligence and without unusual expense.

  • Force Majeure Event After giving effect to any applicable provision, disruption fallback or remedy specified in, or pursuant to, the relevant Confirmation or elsewhere in this Agreement, by reason of force majeure or act of state occurring after a Transaction is entered into, on any day:— (1) the Office through which such party (which will be the Affected Party) makes and receives payments or deliveries with respect to such Transaction is prevented from performing any absolute or contingent obligation to make a payment or delivery in respect of such Transaction, from receiving a payment or delivery in respect of such Transaction or from complying with any other material provision of this Agreement relating to such Transaction (or would be so prevented if such payment, delivery or compliance were required on that day), or it becomes impossible or impracticable for such Office so to perform, receive or comply (or it would be impossible or impracticable for such Office so to perform, receive or comply if such payment, delivery or compliance were required on that day); or (2) such party or any Credit Support Provider of such party (which will be the Affected Party) is prevented from performing any absolute or contingent obligation to make a payment or delivery which such party or Credit Support Provider has under any Credit Support Document relating to such Transaction, from receiving a payment or delivery under such Credit Support Document or from complying with any other material provision of such Credit Support Document (or would be so prevented if such payment, delivery or compliance were required on that day), or it becomes impossible or impracticable for such party or Credit Support Provider so to perform, receive or comply (or it would be impossible or impracticable for such party or Credit Support Provider so to perform, receive or comply if such payment, delivery or compliance were required on that day), so long as the force majeure or act of state is beyond the control of such Office, such party or such Credit Support Provider, as appropriate, and such Office, party or Credit Support Provider could not, after using all reasonable efforts (which will not require such party or Credit Support Provider to incur a loss, other than immaterial, incidental expenses), overcome such prevention, impossibility or impracticability;

  • Illegality and Impossibility In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank with any directive of such authority (whether or not having the force of law), including without limitation exchange controls, shall make it unlawful or impossible for any Bank to maintain any Fixed Rate Loan under this Agreement or shall make it impracticable, unlawful or impossible for, or shall in any way limit or impair the ability of, any Borrower to make or any Bank to receive any payment under this Agreement at the place specified for payment hereunder, or to freely convert any amount paid into Dollars at market rates of exchange or to transfer any amount paid or so converted to the address of its principal office specified in Section 8.2, the Borrowers shall upon receipt of notice thereof from such Bank, repay in full the then outstanding principal amount of each Fixed Rate Loan so affected, together with all accrued interest thereon to the date of payment and all amounts owing to such Bank under Section 3.8, (a) on the last day of the then current Interest Period applicable to such Loan if such Bank may lawfully continue to maintain such Loan to such day, or (b) immediately if such Bank may not continue to maintain such Loan to such day.

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement through no fault of its own then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon. Upon delivering such notice, the obligation of the affected party, so far as it is affected by such Force Majeure as described, shall be suspended during the continuance of the inability then claimed but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. In the event that Vendor’s obligations are suspended by reason of Force Majeure, all TIPS Sales accepted prior to the Force Majeure event shall be the legal responsibility of Vendor and the terms of the TIPS Sale Supplemental Agreement shall control Vendor’s failure to fulfill for a Force Majeure event.

  • PROFESSIONAL IMPROVEMENT The parties’ support the principle of continuing training of teachers, participation by teachers in professional organizations in the areas of their specialization, leaves for work on advanced degrees or special studies, foreign travel and participation in community educational projects.

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