Delays due to a Compensation Event Sample Clauses

Delays due to a Compensation Event. If, as a direct result of the occurrence of a Compensation Event, the Contractor will: be unable to achieve the Services Commencement Date on or before the Services Commencement Date; be unable to comply with its obligations under this Contract; and/or incur costs, then the Contractor is entitled to apply for an extension of time to the Services Commencement Date (where relevant) and/or relief from its obligations and/or to claim compensation under this Contract.
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Delays due to a Compensation Event. If as a direct result of the occurrence of a Compensation Event:- 15.5.1 the Contractor is unable to procure that the relevant Properties and/or Dwellings within the Project achieve the relevant Availability Standards as specified in the Output Specification on or before the Planned Refurbishment Works Completion Date , the Milestone Works Completion Date or the Longstop Date; 15.5.2 the Contractor is unable to comply with one or more of its obligations under this Contract; and/or 15.5.3 the Contractor incurs Losses or loses revenue, then the Contractor is entitled to apply for relief from its obligations and/or claim compensation under this Contract.
Sample 1Sample 2Sample 3See All (4)
Delays due to a Compensation Event. If, as a direct result of the occurrence of a Compensation Event, the Contractor shall: 15.1.1 be unable to achieve the Services Commencement Date; 15.1.2 be unable to manage the reduction or increase in the number of Available Prisoner Places on or before the date specified for such reduction or increase in the number of Available Prisoner Places in the relevant RRAPP Band Activation Notice or RRAPP Band Deactivation Notice (as the case may be) or (following the relevant date in the RRAPP Band Deactivation Notice or RRAPP Band Activation Notice (as the case may be)) is delayed in providing such Available Prisoner Places, in either case for any period; 15.1.3 be unable to comply with its obligations under this Contract; and/or 15.1.4 incur costs, then the Contractor is entitled to apply for an extension of time to the Services Commencement Date and/or the requirement to reduce the number of Available Prisoner Places in accordance with the relevant RRAPP Band Activation Notice and/or the requirement to increase the number of Available Prisoner Places in accordance with the relevant RRAPP Band Deactivation Notice and/or relief from its obligations and/or to claim compensation under this Contract.
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Delays due to a Compensation Event. If, as a direct result of the occurrence of a Compensation Event, the Contractor shall: 15.1.1 be unable to achieve the Services Commencement Date; 15.1.2 be unable to manage the reduction or increase in the number of Available Prisoner Places on or before the date specified for such reduction or increase in the number of Available Prisoner Places in the relevant RRAPP Band Activation Notice or RRAPP Band Deactivation Notice (as the case may be) or (following the relevant date in the RRAPP Band Deactivation Notice or RRAPP Band Activation Notice (as the case may be)) is delayed in providing such Available Prisoner Places, in either case for any period;
Sample 1
Delays due to a Compensation Event. 17.1 If, as a direct result of the occurrence of a Compensation Event: (a) the Contractor is unable to achieve any contractual deadline set out in this Contract; and/or (b) the Contractor is unable to comply with any of its obligations under this Contract; and/or (c) the Contractor incurs costs or loses revenue (subject to clauses 16.5 to 16.8 inclusive), then the Contractor is entitled to apply for relief from its obligations and/or claim compensation under this Contract. 17.2 Subject to clause 17.4, to obtain relief and claim compensation the Contractor must: (a) as soon as practicable, and in any event within twenty one (21) Business Days after it became aware that the Compensation Event has caused or is likely to cause delay and/or breach of an obligation and/or the Contractor to incur costs or lose revenue, give to the Council a notice of its claim for: (i) an extension to the Longstop Date; (ii) any payment of compensation (subject to clauses 16.5 to 16.8 inclusive); and/or (iii) any relief from its obligations under this Contract, (b) within ten (10) Business Days of the giving of the notice referred to in clause 17.2(a) above, give reasonably full details to the Council: (i) of the Compensation Event; and (ii) the extension of time claimed (if any); and/or (iii) of any Estimated Change in Service Costs claimed (subject to clauses 16.5 to 16.8 inclusive); and/or (iv) loss of revenue claimed, and (c) demonstrate to the reasonable satisfaction of the Council that: (i) the Compensation Event was the direct cause of the Estimated Change in Service Costs and/or loss of revenue and/or any delay in the achievement of completion of the Avonmouth Facility and/or Primary Transfer Stations by the Service Commencement Date and/or breach of the Contractor's obligations under this Contract; or failure to meet any other contractual deadline set out in this Contract; and (ii) the Estimated Change in Service Costs, and/or loss of revenue, time lost, and/or relief from the obligations under this Contract claimed, could not reasonably be expected to be mitigated or recovered by the Contractor acting in accordance with Good Industry Practice. (a) the Longstop Date shall be extended by such time as shall be fair and reasonable for such Compensation Event, taking into account the likely effect of delay; (i) on or before the NWTF Operation Date; or (ii) as a result of Capital Expenditure being incurred by the Contractor at any time, the Council shall compensate the Contra...
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Delays due to a Compensation Event. If, at any time during the Contract Period as a direct result of the occurrence of a Compensation Event the Contractor:- 15.5.1 will be unable to (in regard to either New Facility) commence the Works on or before the Start on Site Date; 15.5.2 will be unable to (in regard to either New Facility) achieve Services Availability at that New Facility on or before the Target Service Availability Date or, (following the Target Service Availability Date, a Longstop Date) or will be delayed in achieving Service Availability; and/or 15.5.3 is unable to comply with its obligations under this Agreement; and/or 15.5.4 incurs any Estimated Change in Project Costs and/or loss of revenue, then the Contractor shall be entitled to apply for an extension of time to the Start on Site Date and/or relevant Target Practical Completion Date and/or Target Service Availability Date and/or (following the Target Service Availability Date) to a Longstop Date and/or claim relief from its obligations and/or claim any Estimated Change in Project Costs under this Agreement.
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Delays due to a Compensation Event. ‌ If, as a direct result of the occurrence of a Compensation Event: 16.5.1 the Contractor is unable to commence the Works on the Start on Site Date or, achieve a Milestone by the relevant Milestone Date or commence the relevant Services on a Planned Services Commencement Date; 16.5.2 the Contractor is unable to comply with its obligations under this Agreement; and/or 16.5.3 the Contractor incurs costs or loses revenue, then the Contractor is entitled to apply for relief from its obligations and/or to claim compensation under this Agreement.
Sample 1
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Related to Delays due to a Compensation Event

  • Termination Due to Retirement Subject to Section 7 below, in the event of Termination due to Retirement, then (regardless of any subsequent death of the Employee) the Option will continue to vest pursuant to Section 3, and the last date on which the Option may be exercised is the day prior to the Expiration Date.

  • Transfer to Avoid Termination Event If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

  • PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK of EXECUTIVE's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVE's resignation from the BANK's employ, upon (A) unless consented to by EXECUTIVE, a material change in EXECUTIVE's function, duties, or responsibilities, which change would cause EXECUTIVE's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (B) a relocation of EXECUTIVE's principal place of employment by more than 35 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE from those being provided as of the effective date of this Agreement, (C) the liquidation or dissolution of the BANK, or (D) any material breach of this Agreement by the BANK. Upon the occurrence of any event described in clauses (A), (B), (C) or (D), above, EXECUTIVE shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

  • Additional Termination Events (i) Notwithstanding anything to the contrary in this Confirmation, upon any Early Conversion in respect of which a Notice of Conversion that is effective as to Counterparty has been delivered by the relevant converting Holder: (A) Counterparty may, within five Scheduled Trading Days of the Conversion Date for such Early Conversion, provide written notice (an “Early Conversion Notice”) to Dealer specifying the number of Convertible Notes surrendered for conversion on such Conversion Date (such Convertible Notes, the “Affected Convertible Notes”), and the giving of such Early Conversion Notice shall constitute an Additional Termination Event as provided in this clause (i) (provided that Counterparty acknowledges its responsibilities under applicable securities laws and the Companies Law, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of any delivery of an Early Conversion Notice); (B) upon receipt of any such Early Conversion Notice, Dealer shall designate an Exchange Business Day as an Early Termination Date (which Exchange Business Day shall be no earlier than one Scheduled Trading Day following the Conversion Date for such Early Conversion) with respect to the portion of the Transaction corresponding to a number of Options (the “Affected Number of Options”) equal to the lesser of (x) the number of Affected Convertible Notes minus the “Affected Number of Options” (as defined in the Base Call Option Confirmation), if any, that relate to such Affected Convertible Notes and (y) the Number of Options as of the Conversion Date for such Early Conversion; (C) any payment hereunder with respect to such termination shall be calculated pursuant to Section 6 of the Agreement as if (x) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the Affected Number of Options, (y) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (z) the terminated portion of the Transaction were the sole Affected Transaction; (D) for the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Calculation Agent shall assume that (x) the relevant Early Conversion and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the Conversion Rate have occurred pursuant to any Excluded Provision and (z) the corresponding Convertible Notes remain outstanding; and (E) the Transaction shall remain in full force and effect, except that, as of the Conversion Date for such Early Conversion, the Number of Options shall be reduced by the Affected Number of Options. (ii) Notwithstanding anything to the contrary in this Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in the Convertible Notes becoming or being declared due and payable pursuant to the terms of the Indenture, then such acceleration shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. (iii) Notwithstanding anything to the contrary in this Confirmation, the occurrence of an Amendment Event shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. “Amendment Event” means that Counterparty amends, modifies, supplements, waives or obtains a waiver in respect of any term of the Indenture or the Convertible Notes governing the principal amount, coupon, maturity, repurchase obligation of Counterparty, redemption right of Counterparty, any term relating to conversion of the Convertible Notes (including changes to the conversion rate, conversion rate adjustment provisions, conversion settlement dates or conversion conditions), or any term that would require consent of the holders of not less than 100% of the principal amount of the Convertible Notes to amend (other than, in each case, any amendment or supplement (x) pursuant to Section 10.01(m) of the Indenture that, as determined by the Calculation Agent, conforms the Indenture to the description of Convertible Notes in the Offering Memorandum or (y) pursuant to Section 14.07 of the Indenture), in each case, without the consent of Dealer.

  • Termination Due to Death or Disability The expiration of one (1) year from the date of the death of the Optionee or cessation of an Optionee’s employment or contractual relationship by reason of disability (as defined in Section 5.1(g) of the Plan). If an Optionee’s employment or contractual relationship is terminated by death, any Option held by the Optionee shall be exercisable only by the person or persons to whom such Optionee’s rights under such Option shall pass by the Optionee’s will or by the laws of descent and distribution.

  • Termination Due to Disability If the Optionee’s employment terminates by reason of the Optionee’s disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee for a period of 12 months from the date of termination or until the Expiration Date, if earlier.

  • Termination Due to Death, Disability or Retirement In the event the Optionee’s employment or other service with the Company and all Subsidiaries is terminated by reason of death, Disability or Retirement, this Option will remain exercisable, to the extent exercisable as of the date of such termination, for a period of one year after such termination (but in no event after the Time of Termination).

  • Additional Termination Event If any "Additional Termination Event" is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

  • Termination Events If the Early Termination Date results from a Termination Event:—

  • Series Termination (a) If, on the August 2025 Distribution Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount at the close of business on the last day of the Monthly Period preceding the Series 2018-3 Termination Date (after giving effect to all distributions required to be made on the Series 2018-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to subsection 7.02(b)) occur on the Series 2018-3 Termination Date. No Transferor, any Affiliate thereof, any agent thereof or any other party consolidated with such Transferor for purposes of United States generally accepted accounting principles shall be entitled to participate in such bidding process or to purchase the Receivables; provided, however, that, to the extent the Collateral Interest Holder is not a Transferor, an Affiliate thereof, an agent thereof or any other party consolidated with a Transferor for purposes of United States generally accepted accounting principles, the Collateral Interest Holder may participate in such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 2018-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 2018-3 Certificateholders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the August 2025 Distribution Date to the Series 2018-3 Termination Date, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such Collections in accordance with the provisions of the Agreement and the Supplements.

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