Excused conduct Sample Clauses

Excused conduct. 5.2.1 The Purchasers shall not invoke the provisions of Clause 5.1 against the Seller or withhold or delay its consent if doing so can reasonably be foreseen to materially adversely affect the Business, and the Seller shall request the Purchasers’ consent for any matter set forth in Clause 5.1.2 as much as reasonably possible in advance.
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Excused conduct. A Party shall not invoke Clause 4.5.2 against the other Party if, in the latter Party’s reasonable opinion, adherence to its obligations under Clause 4.5.2 would have a Material Adverse Effect on its ability to continue to manage its Relevant Businesses or have a Material Adverse Effect on the value of its Relevant Businesses. Each Party shall inform the other Party of any such situation as soon as reasonably practicable thereafter.
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Excused conduct. Other than an obligation to make payment, any failure or delay in performance by either party shall not be a breach of this Agreement, if such failure or delay results from any Act of God, governmental action (whether in its sovereign or contractual capacity), or any other circumstance reasonably beyond the control of such party, including, but not limited to, receive earth station sun outage, meteorological or astronomical disturbances, earthquake, hurricane, snowstorm, fire, flood, war, civil disorder, epidemics, quarantines, embargoes, each, a "Force Majeure Event"; provided, however, that "fire" shall only be a Force Majeure condition where PanAmSat has provided reasonable fire suppression systems and has not otherwise been negligent in causing the fire. The foregoing notwithstanding, PanAmSat shall provide Customer with Outage Credits in circumstances in which PanAmSat is unable to perform because of force majeure conditions, with the exception of force majeure conditions that are attributable to sun outages, meteorological or astronomical disturbances. Nothing herein shall be deemed to permit Customer to transmit to the Satellite in a manner that does not comply with Customer's obligations hereunder, i.e., if a Force Majeure Event prevents compliant transmission, no transmission should be made.
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Excused conduct. Other than an obligation to make payment (and except as otherwise provided in Section 7.3A), any failure or delay in performance by either party shall not be a breach of this Agreement, if such failure or delay results from any Act of God, governmental action (whether in its sovereign or contractual capacity), or any other circumstance reasonably beyond the control of such party, including, but not limited to, receive earth station sun outage, meteorological or astronomical disturbances, earthquake, hurricane, snowstorm, fire, flood, strikes or labor disputes (to the extent not caused by Intelsat), war, civil disorder, terrorist acts, epidemics, quarantines, embargoes, or any contractual defaults by the Satellite manufacturer or launch vehicle service provider (each, a “Force Majeure Event”). This Section 8.1 shall not apply unless the impacted party provides written notice to the other within thirty (30) business days of the impacted party’s knowledge of the occurrence of a Force Majeure Event and such party’s realization that its ability to perform will be adversely impacted. Such notice shall include a detailed explanation of the event (including its estimated duration), an estimated impact of the event, and the impacted party’s mitigation plan. Each party shall use commercially reasonable efforts to eliminate or mitigate the impact of any force majeure condition upon its performance pursuant to this Agreement. Nothing herein shall be deemed to permit Customer to transmit to the Satellite in a manner that does not comply with Customer’s obligations hereunder, i.e., if a Force Majeure Event prevents compliant transmission, no transmission should be made. The parties acknowledge that nothing in this Section 8.1 shall affect the parties’ respective rights to terminate this Agreement under Section 7.1 above.
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Excused conduct. Purchaser agrees that the limitations set out in Clause 5.1 shall not apply if the circumstances require, in the reasonable opinion of Seller (or relevant member of Seller’s Group or relevant Joint Venture), immediate action and within 24 (twenty-four) hours after being requested in writing to do so Purchaser has either (i) failed to respond or (ii) refused to give its consent which refusal is unreasonable given the circumstances, it being agreed that Seller shall inform Purchaser of such action as soon as practicable thereafter.
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Excused conduct. 5.3.1 Clauses 5.1 and 5.2 shall not operate so as to restrict or prevent:
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Excused conduct. Clause 4.1 does not apply if and to the extent compliance with it would materially adversely affect the ability of a Party to continue to manage its Group or materially adversely affect the value of the relevant Group. It is further acknowledged that where circumstances require an urgent and immediate action from the other Party or management of the relevant Group, a Party may not be able to request the consent of the other Party in a timely fashion or await a response from such Party to such request, such Party shall nevertheless inform the other Party of any such action taken not in compliance with Clause 4.1 immediately thereafter.
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Excused conduct 
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Related to Excused conduct

  • Permitted Conduct (i) Nothing in this Agreement, including the obligations set forth in this Section 7, restricts or prohibits the Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. The Executive does not need the prior authorization of the Company to engage in such communications with the Regulators, respond to such inquiries from the Regulators, provide confidential information or documents to the Regulators, or make any such reports or disclosures to the Regulators. The Executive is not required to notify the Company that he has engaged in such communications with the Regulators.

  • Prohibited Conduct In providing the services described in this agreement, the Sub-Advisor will not consult with any other investment advisory firm that provides investment advisory services to any investment company sponsored by Principal Life Insurance Company regarding transactions for the Fund in securities or other assets.

  • Business Conduct Merger Sub was incorporated on November 5, 2020. Since its inception, Merger Sub has not engaged in any activity, other than such actions in connection with (a) its organization and (b) the preparation, negotiation and execution of this Agreement and the Transactions. Merger Sub has no operations, has not generated any revenues and has no assets or liabilities other than those incurred in connection with the foregoing and in association with the Merger as provided in this Agreement.

  • HOW CONDUCTED All expenses in connection with the trials of the VESSEL are to be for the account of the BUILDER, which, during the trials, is to provide at its own expense the necessary crew to comply with conditions of safe navigation. The trials shall be conducted in the manner prescribed in this CONTRACT and the SPECIFICATIONS, and shall prove fulfilment of the performance requirements for the trials as set forth in the SPECIFICATIONS. The BUILDER shall be entitled to conduct preliminary sea trials, during which the propulsion plant and/or its appurtenance shall be adjusted according to the BUILDER's judgement. The BUILDER shall have the right to repeat any trial whatsoever as it deems necessary.

  • ETHICAL CONDUCT Seller's employees shall comply with the BorgWarner Supplier Code of Conduct articulated within the BorgWarner Supplier Manual. Compliance with these standards is a mandatory component of Buyer's purchase contracts worldwide and must also apply to Seller subcontractors. Both, the BorgWarner Supplier Code of Conduct and the BorgWarner Supplier Manual are incorporated by reference as part of the Purchase Order, are binding on the Seller, and Seller explicitly verifies to have read and accepted the BorgWarner Supplier Code of Conduct and the BorgWarner Supplier Manual.

  • Business Conducted Borrower shall continue in the business currently conducted by it using its best efforts to maintain its customers and goodwill. Borrower shall not engage, directly or indirectly, in any line of business substantially different from the business conducted by it immediately before the Closing Date, or engage in business or lines of business which are not reasonably related thereto.

  • Outside Activities During Employment Except with the prior written consent of the Company, which shall not be unreasonably withheld, Executive will not, while employed by the Company, undertake or engage in any other employment, occupation or business enterprise that would interfere with Executive’s responsibilities and the performance of Executive’s duties hereunder, except for (i) reasonable time devoted to volunteer services for or on behalf of such religious, educational, non-profit and/or other charitable organization as Executive may wish to serve, (ii) reasonable time devoted to activities in the non-profit and business communities consistent with Executive’s duties, and (iii) such other activities as may be specifically approved by the Company. This restriction shall not, however, preclude Executive from owning less than one percent (1%) of the total outstanding shares of a publicly traded company, or employment or service in any capacity with Affiliates of the Company. As used in this Agreement, “Affiliates” means an entity under common management or control with the Company.

  • Standard of Conduct To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

  • Competitive Activities During the term of this Agreement, Consultant will not, directly or indirectly, in any individual or representative capacity, engage or participate in or provide services to any business that is competitive with the types and kinds of business being conducted by Company.

  • Ordinary Conduct Except as set forth in the capital expenditure and operating budget of VANTAS (the "VANTAS CapEx Budget") attached hereto as part of Schedule 7(b) or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, VANTAS and each of its Subsidiaries shall continue to conduct their business in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve its relationships with customers and others with whom it deals, including the incurrence of expenditures in connection with the continued development of committed centers covered by the VANTAS CapEx Budget. Notwithstanding anything to the contrary contained herein, VANTAS may use available cash to repay indebtedness of VANTAS on which it is the primary obligor, including, without limitation, outstanding principal and accrued and unpaid interest pursuant to the Paribas Line (as herein defined). VANTAS and each of its Subsidiaries shall not take any action that would, or that could reasonably be expected to, result in (A) any of the representations and warranties (including, but not limited to, those set forth in Section 5(f)) of VANTAS set forth in this Agreement that are qualified as to materiality becoming untrue or incorrect, (B) any of such representations and warranties that are not so qualified becoming untrue or incorrect in any material respect or (C) any of the conditions to the HQ Merger set forth in Section 9 not being satisfied. In addition, except as set forth in the VANTAS Cap Ex Budget or Schedule 7(b), VANTAS and its Subsidiaries shall not do any of the following without the prior written consent of the Company:

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