Early Warning Notice Sample Clauses

Early Warning Notice. Notwithstanding each Party’s obligations under this Agreement to give certain specific notices, responses and reports within pre-defined timescales (subject to the SoS not fettering his/her discretion and/or his/her absolute discretion to maintain confidentiality without providing reasons therefor), each Party shall act in good faith promptly to give early written notice to the other Party if it or he/she becomes aware during the course of this Agreement of: (A) any HS2 Ltd Undertakings Default; (B) any expected delay in the achievement of any SoS Dependency Milestone Date, HS2 Ltd Dependency Milestone Date and/or the Target Final Delivery Date for any Phase; (C) any breach, or any potential material breach which is reasonably likely to occur, by either Party of: (1) this Agreement; (2) any Core Programme Document to which it or he/she is a party; or (3) (in the case of HS2 Ltd) any Delivery Contract; (D) any SoS Retained Risk Event (including non-delivery of the Accepted Programme and/or Transitional Programme in accordance with the Franchise Agreement); and/or
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Early Warning Notice. Notwithstanding each Party’s obligations under this Agreement to give certain specific notices, responses and reports within pre-defined timescales (subject to the SoS not fettering its discretion and/or its absolute discretion to maintain confidentiality without providing reasons therefor), each Party shall act in good faith promptly to give early written notice to the other Party if it becomes aware during the course of this Agreement of: (A) any Change which it intends to propose; (B) any HS2 Ltd Undertakings Default; (C) any expected delay in the achievement of any SoS Dependency Milestone Date, HS2 Ltd Dependency Milestone Date and/or the Target Final Delivery Date for any Phase; (D) any anticipated need for an increase in funding to be provided to HS2 Ltd in accordance with Part 5 (Funding); (E) any Performance Default; (F) any breach or potential breach by either Party of this Agreement, any Project Document to which it is a party or (in the case of HS2 Ltd) any Delivery Contract; (G) any SoS Retained Risk Event; and/or (H) any other matter whatsoever which may have a material adverse impact on either Party’s compliance with its obligations under this Agreement, any Project Document or any Delivery Contract.
Early Warning Notice. If Provider becomes aware of any failure or potential failure by Provider to comply with its obligations under the Agreement, or any other situation, the occurrence of any event or the existence of any circumstance (a) that has impacted or reasonably could impact the maintenance of the financial integrity or internal controls of the Company Entities, the accuracy of financial or accounting records or reports, or compliance with Laws; (b) that has had or reasonably could have any other material adverse impact on the Services or the business operations of Company; or (c) that would be reasonably likely to result in Provider’s inability to achieve any Service Level, then, in any such case, Provider shall immediately inform Company in writing of such situation and the impact or expected impact (an “Early Warning Notice”). The Early Warning Notice shall provide as much detail as is reasonably available to Provider so as to describe the situation and the steps Provider shall undertake to prevent disruption and mitigate the effects of any disruption. Provider shall provide regular status updates and, in any event, shall notify Company immediately in the event of a material change in circumstances. The service or receipt of an Early Warning Notice shall not absolve Provider of any responsibility or release Provider of any obligations.

Related to Early Warning Notice

  • Termination Warning Notice B The Secretary of State may serve a Termination Warning Notice where he considers that:

  • Stop-Transfer Notices Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

  • Offer Notice (i) The Company shall give written notice (the “Offering Notice”) to the Sponsor stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities. (ii) The Offering Notice shall constitute the Company’s offer to sell the New Equity Securities to the Sponsor, which offer shall be irrevocable for a period of three (3) business days (the “ROFO Notice Period”).

  • Termination for Cause with Notice to Cure Requirement Contractor may terminate this contract for the Department’s failure to perform any of its duties under this contract after giving the Department written notice of the failure. The written notice must demand performance of the stated failure within a specified period of time of not less than 30 days. If the demanded performance is not completed within the specified period, the termination is effective at the end of the specified period.

  • Recall Notice Notice of Recall or available position may be made in person or by U.S. Mail, return receipt requested. It is the responsibility of each laid off employee notify the Sheriff of his/her current address.

  • Settlement Notice Requirements Notwithstanding any other provision hereof, a Settlement Notice delivered by Counterparty that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Counterparty delivers to Dealer with such Settlement Notice a representation, dated as of the date of such Settlement Notice and signed by Counterparty, containing (x) the provisions set forth in clause (i) under the heading “Additional Representations and Agreements of Counterparty” in Paragraph 7(e) below and (y) a representation from Counterparty that neither Counterparty nor any of its subsidiaries has applied, and shall not until after the first date on which no portion of the Transaction remains outstanding following any final exercise and settlement, cancellation or early termination of the Transaction, apply, for a loan, loan guarantee, direct loan (as that term is defined in the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”)) or other investment, or receive any financial assistance or relief under any program or facility (collectively “Financial Assistance”) that (I) is established under applicable law (whether in existence as of the Trade Date or subsequently enacted, adopted or amended), including without limitation the CARES Act and the Federal Reserve Act, as amended, and (II) (X) requires under applicable law (or any regulation, guidance, interpretation or other pronouncement of a governmental authority with jurisdiction for such program or facility) as a condition of such Financial Assistance, that Counterparty comply with any requirement not to, or otherwise agree, attest, certify or warrant that it has not, as of the date specified in such condition, repurchased, or will not repurchase, any equity security of Issuer, and that it has not, as of the date specified in the condition, made a capital distribution or will make a capital distribution, or (Y) where the terms of the Transaction would cause Counterparty under any circumstances to fail to satisfy any condition for application for or receipt or retention of the Financial Assistance (collectively “Restricted Financial Assistance”), other than any such applications for Restricted Financial Assistance that were (or would be) made (x) determined based on the advice of outside counsel of national standing that the terms of the Transaction would not cause Counterparty to fail to satisfy any condition for application for or receipt or retention of such Financial Assistance based on the terms of the program or facility as of the date of such advice or (y) after delivery to Dealer evidence or other guidance from a governmental authority with jurisdiction for such program or facility that the Transaction is permitted under such program or facility (either by specific reference to the Transaction or by general reference to transactions with the attributes of the Transaction in all relevant respects).

  • Transfer Notice At least two (2) Business Days before each Acquisition Date, the Administrator shall deliver to the Depositor, the Issuer and the Indenture Trustee a Transfer Notice for the Additional Receivables to be transferred and absolutely assigned on that Acquisition Date, which will specify the Additional Receivables Transfer Amount, and will have delivered with it an electronic file containing the Schedule of Receivables; and

  • Timely Notice Failure to timely provide such notice required by subsection (g) above shall entitle Warrantholder to retain the benefit of the applicable notice period notwithstanding anything to the contrary contained in any insufficient notice received by Warrantholder. The notice period shall begin on the date Warrantholder actually receives a written notice containing all the information specified above.

  • Notice of Proposed Transfer The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).

  • Providing Notice of Breaches 8.1 If Covered Entity determines that an impermissible acquisition, access, use or disclosure of PHI for which one of Business Associate’s employees or agents was responsible constitutes a Breach as defined in 45 CFR § 164.402, and if requested by Covered Entity, Business Associate shall provide notice to the individual(s) whose PHI has been the subject of the Breach. When requested to provide notice, Business Associate shall consult with Covered Entity about the timeliness, content and method of notice, and shall receive Covered Entity’s approval concerning these elements. The cost of notice and related remedies shall be borne by Business Associate. 8.2 If Covered Entity or Business Associate determines that an impermissible acquisition, access, use or disclosure of PHI by a Subcontractor of Business Associate constitutes a Breach as defined in 45 CFR § 164.402, and if requested by Covered Entity or Business Associate, Subcontractor shall provide notice to the individual(s) whose PHI has been the subject of the Breach. When Covered Entity requests that Business Associate or its Subcontractor provide notice, Business Associate shall either 1) consult with Covered Entity about the specifics of the notice as set forth in section 8.1, above, or 2) require, by contract, its Subcontractor to consult with Covered Entity about the specifics of the notice as set forth in section 8.1 8.3 The notice to affected individuals shall be provided as soon as reasonably possible and in no case later than 60 calendar days after Business Associate reported the Breach to Covered Entity. 8.4 The notice to affected individuals shall be written in plain language and shall include, to the extent possible, 1) a brief description of what happened, 2) a description of the types of Unsecured PHI that were involved in the Breach, 3) any steps individuals can take to protect themselves from potential harm resulting from the Breach, 4) a brief description of what the Business Associate is doing to investigate the Breach, to mitigate harm to individuals and to protect against further Breaches, and 5) contact procedures for individuals to ask questions or obtain additional information, as set forth in 45 CFR § 164.404(c). 8.5 Business Associate shall notify individuals of Breaches as specified in 45 CFR § 164.404(d) (methods of individual notice). In addition, when a Breach involves more than 500 residents of Vermont, Business Associate shall, if requested by Covered Entity, notify prominent media outlets serving Vermont, following the requirements set forth in 45 CFR § 164.406.

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