Excused conduct Sample Clauses

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. 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: (a) any of the Restructuring transactions in accordance with Schedule 15 (to the extent implemented between Signing and Closing); or (b) any act or conduct which any Group Company is required to take, or omit to take, as a result of, or in order to comply with, any Law or its obligations under this Agreement (other than Clauses 5.1 and 5.2); (c) the completion or performance of any obligations pursuant to any contract or arrangement entered into by any Group Company prior to the Signing Date and included in the Data Room; and (d) any act or conduct provided for in the capital expenditure budgets disclosed in the Data Room under index number 02.05.01 or in the Disclosure Letter. 5.3.2 Purchaser shall in any event not invoke the provisions of Clause 5.1 against Seller or withhold or delay its consent under Clause 5.2 if compliance with the provisions of Clause 5.1 or if such withholding or delay would materially adversely affect the value of the Group.
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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. 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. 5.2.2 In applying and enforcing Clause 5.1, the Seller and the Purchasers shall act vis-à-vis each other in accordance with the principles of reasonableness and fairness giving due consideration to all relevant circumstances. 5.2.3 If circumstances require immediate action from the Seller or any member of the Seller’s Group and the Seller is not reasonably able to timely request the consent of the Purchasers or await a response from the Purchasers to such request, no such consent will be required, provided that the Seller informs the Purchasers of any such situation as soon as reasonably practicable thereafter.
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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. 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

  • 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 formed on December 3, 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 liabilities other than those incurred in connection with the foregoing and in association with the Merger as provided in this Agreement.

  • User Conduct You agree not to use Mobile Banking or the content or information delivered through Mobile Banking in any way that would: (a) infringe any third-party copyright, patent, trademark, trade secret or other proprietary rights or rights of privacy, including any rights in the Software; (b) be fraudulent or involve the sale of counterfeit or stolen items, including, but not limited to, use of Mobile Banking to impersonate another person or entity; (c) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (d) be false, misleading or inaccurate; (e) create liability for us or our affiliates or service providers, or cause us to lose (in whole or in part) the services of any of our service providers; (f) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (g) potentially be perceived as illegal, offensive or objectionable; (h) interfere with or disrupt computer networks connected to Mobile Banking; (i) interfere with or disrupt the use of Mobile Banking by any other user; or (j) use Mobile Banking in such a manner as to gain unauthorized entry or access to the computer systems of others.

  • BEHAVIOR AND CONDUCT The Student is responsible for knowing and observing all UCF regulations and procedures regarding behavior and conduct, including the UCF Golden Rule, UCF DHRL publications, and other official UCF publications. UCF DHRL reserves the right to establish or adopt additional rules regarding student conduct, as deemed necessary by UCF DHRL. Newly established or adopted rules will be communicated to the Student as provided in this document. The Student agrees to abide by additional rules and regulations that are established or adopted by UCF DHRL once communicated to the Student.

  • 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.

  • Serious Misconduct In the case of serious misconduct, or for disqualifying crimes as defined in statutes applied to the licensed provision of home care services, each Employer may in its sole discretion, for reasonable cause, bypass any one or all of the steps of progressive discipline. In the case of any form of discipline less than termination, the employee’s disciplinary action shall include a description of the conduct that is the basis for the disciplinary action(s). Each Employer will strive to identify specific corrective action(s) that the employee is expected to take to improve his/her performance.

  • Outside Activities During Employment Except with the prior written consent of the Board, you will not during the term of your employment with the Company undertake or engage in any other employment, occupation or business enterprise, other than ones in which you are a passive investor. You may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of your duties hereunder. You agree not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise.

  • Standard of Conduct To the extent that the provisions of Section 8(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 New York 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: (i) if no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred, (A) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board or (B) otherwise, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee.

  • 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.

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