Exercise of Step-in Rights.
20.5.1 If the Supplier fails to comply in a timely manner with the Supplier’s obligations regarding the creation or implementation of a Remediation Plan (including the provision of the applicable Services once implemented), or if the Supplier does not produce a Remediation Plan reasonably acceptable to VITA (after having had one chance to revise it pursuant to Section 20.3), VITA may by giving written notice to the Supplier, in addition to its other remedies at law and in equity, take over the creation and/or implementation of the Remediation Plan, the rectification of the failure or incident, and/or the provision of the applicable Functions, or otherwise authorize its designee (including other Integrated Suppliers) to do the same (each a “Step In”), which, at VITA’s sole discretion, may or may not include the Supplier’s involvement.
20.5.2 If VITA or its designee Steps In, the Supplier must cooperate fully with VITA and its personnel and provide, at no additional charge to VITA, all assistance reasonably required by VITA, including:
(a) providing access to all relevant equipment, premises and software under the Supplier’s (or a Subcontractor’s) control as required by VITA (or its designee) in connection with the Step In; and
(b) ensuring that Supplier Personnel normally engaged in the provision of the Services are available to VITA (or its designee) to provide any assistance VITA may reasonably request.
20.5.3 VITA’s right to Step In will end, and VITA must hand back the responsibility to the Supplier, when the Supplier demonstrates to VITA’s reasonable satisfaction that the Supplier is capable of resuming provision of the affected Service(s) in accordance with the requirements of this Agreement and that the occurrence giving rise to the Step In will not recur.
20.5.4 Other than where Step In is as a result of Section 21.5 (Force Majeure) or the Supplier’s performance is excused pursuant to Section 1.11
Exercise of Step-in Rights. (a) As soon as possible, but not longer than twenty-four (24) hours, following Provider’s receipt of the Step-In Notice, the Commission and Provider shall discuss any alternative course of action which Provider may undertake to remedy the event giving rise to the Step-In Rights, and the manner in which the Commission shall exercise its Step-In Rights, including how the Commission may engage any Third Party to act on its behalf. If Provider and the Commission fail to reach agreement within three (3) Business Days after Provider’s receipt of the Step-In Notice, the Commission may exercise its Step-In Rights. The Commission’s exercise of its Step-In Rights shall not prejudice any other rights of the Commission under this Agreement.
(b) In exercising its Step-In Rights, the Commission may itself provide, or may em ploy a replacement Third Party provider to provide, the affected Services in whole or in part. Provider shall cooperate fully with and provide all necessary assistance to the Commission and any replacement Third Party provider to enable the affected Services to resume. Provider’s assistance shall include: (i) granting the Commission or the replacement Third Party provider management control over relevant Provider Personnel; (ii) granting the Commission or the replacement Third Party provider access to Provider’s premises and materials as needed to provide the Services; (iii) granting the Commission or the replacement Third Party provider access to management records and systems which relate to the affected Services as needed to provide the Services; and (iv) if the Commission requests, providing written confirmation that the Commission may give to Third Parties confirming that the Commission is exercising its rights in compliance with this Agreement.
(c) So long as the Commission exercises its Step-In Rights for reasons set forth in Section
13.6.1 above: (i) the Commission shall not be obliged to pay or make any payments (whether Payments or otherwise) to Provider for Services that the Commission or a replacement Third Party provider is providing; and (ii) Provider shall be liable to pay any additional cost or charge directly incurred by the Commission as a result of the exercise of the Step-In Rights. The Commission’s exercise of its Step-In Rights shall not constitute a waiver by the Commission of any termination rights or rights to pursue a claim for damages arising out of the failure that led to its exercise of the Step-In Rights.
Exercise of Step-in Rights. If the Department exercises the Step-in Rights, then the Department may itself or through a person nominated by the Department:
(a) step-in and temporarily take or assume total or partial management and control of the provision of the Services; and
(b) take any steps as in the opinion of the Department are necessary or desirable to continue the provision of the Services as required by this Agreement or to cure the default or other circumstance giving rise to the exercise of the Step-in Rights, including the procurement of a third party to provide all or any component of the Services.
Exercise of Step-in Rights. (a) If a Step-in Event occurs, auDA may, at its sole discretion, either itself or through one or more nominee(s), step-in and take control of the provision of the Registrar Services to the Registrants of the Registrar.
(b) If auDA wishes to exercise its rights under this clause 23, it will use its best endeavours to provide the Registrar with as much notice as is reasonably practicable in the circumstances, or provide the Registrar with notice as soon as practicable after exercising its Step-in Rights where the giving of advance notice is not reasonably practicable.
(c) If clause 23.2(a) applies:
Exercise of Step-in Rights. At any time during the Suspension Period the Security Trustee may give a notice (a "STEP-IN NOTICE") to the Sponsor:
(a) requiring the Sponsor to continue to perform its obligations under the Management Agreement for the duration of the Step-in Period; and
(b) acknowledging that the Substitute Entity notified to the Sponsor is to become a joint and several obligor with the Borrower in respect of the obligations of the Borrower under the Management Agreement arising during the Step-in Period and will undertake to the Sponsor to discharge all payments then due to the Sponsor under the terms of the Management Agreement within thirty days.
Exercise of Step-in Rights. At any time during the Suspension Period the Agent may give a Step-in Notice to the Contractor:
(a) requiring the Contractor to continue to perform its obligations under the Management Contract; and
(b) acknowledging that the Agent is to become a joint and several obligor with the Principal in respect of the obligations of the Principal under the Management Contract incurred after the Step-in Date.
Exercise of Step-in Rights. (i) In the event:
(A) Supplier fails to comply in a timely manner with Supplier’s obligations regarding the creation or implementation of an Action Plan, or
(B) the implementation of the Action Plan does not and will not (within a reasonable period of time) result in the resolution of the Underlying Problem and the prevention of the same or a substantially similar Underlying Problem from occurring in the future; or
(C) an event (or multiple events) has occurred that Health Net reasonably believes could lead to the right for Health Net to terminate the Agreement (in whole or in part) or any SOW (in whole or in part), then Health Net may by giving written notice to Supplier have Health Net personnel and/or contractors retained by Health Network along-side Supplier personnel to assist Supplier in resolving the Underlying Problem and preventing its recurrence (a “Step In”). Health Net’s Step In rights shall include the right to access the Health Net Colocation Space and Supplier shall facilitate such access with the Colocation Providers.
(ii) If Health Net Steps In, Supplier must cooperate fully with Health Net and its personnel and will provide, at no additional charge to Health Net, all assistance reasonably required by Health Net as soon as possible, including providing all reasonable access to Supplier Personnel and all relevant Equipment, premises and Software under Supplier’s control to facilitate the purpose of the Step In.
(iii) Health Net’s right to Step In will end when Supplier demonstrates to Health Net’s reasonable satisfaction that Supplier has resolved the Underlying Problem and Supplier is capable of providing the affected Service in accordance with the requirements of this Agreement and the affected SOW.
(iv) Supplier must reimburse Health Net for its out-of-pocket expenses incurred by Health Net in the event Health Net exercises its right to Step In for up to *** months.
(v) For the avoidance of doubt, Health Net’s election to Step In:
(A) does not act to relieve Supplier of its obligations under this Agreement; and
(B) shall not be construed as limiting any rights and remedies Health Net may have under this Agreement, or at law or equity, in connection with any Underlying Problem, the resulting failure(s) by Supplier to perform in accordance with the Agreement.
Exercise of Step-in Rights. In exercising its Step-in Rights, HNZ Build may: exclude the Developer from any parts of the Super Lot[s] occupied by the Developer that is reasonably necessary for the purposes of exercising its rights under this clause; temporarily assume total or partial management and control of all or part of the Works on the relevant area; take such steps (including suspension of the Works on the relevant area in whole or in part) as in the reasonable opinion of HNZ Build are necessary or desirable: to mitigate the threat or event that caused the risk; to minimise the effects of the threat or event that caused the risk; or to continue the implementation of the Works as required by this Agreement; do all things and perform such acts that the Developer is obliged or authorised to do under or in connection with this Agreement; and do all things and perform such acts that XXX Build is authorised or empowered to do with respect to the Developer under: this Agreement; or any Law. Notice: HNZ Build must first notify the Developer before exercising its rights under this clause 31 of: the date that it will be exercising its Step-in Rights; the Works that are the subject of the Step-in Rights; and the reason why HNZ Build is exercising its Step-in Rights.
Exercise of Step-in Rights.
(a) If under clause 17.1, an Agency exercises its Step-in Rights, then the Agency may nominate a person:
(i) to step-in and temporarily take or assume total or partial management and control of the provision of the Services; and
(ii) take any such steps as in the opinion of the Agency are necessary or desirable to continue the provision of the Services or to cure the default or other circumstance giving rise to the exercise of the Step-in Rights, including the procurement of a third party to provide all or any component of the Services.
(b) On an Agency exercising its Step-in Rights:
(i) the Provider’s management of its rights and obligations under the Contract is suspended to the extent necessary to permit the Agency to exercise those Step-in Rights;
(ii) the Provider must promptly provide the Agency with any information (as requested by the Agency) to enable full and effective exercise of the Agency's Step-in Rights, including details of any subcontracts entered into by the Provider in connection with the provision of the Services; and
(iii) the Provider must:
A. to the extent required by the Agency or any person nominated by the Agency, make available to the Agency or such other person as nominated by the Agency all rights and benefits of the supplies and services under existing supply and subcontract agreements; and
B. take all reasonable steps to assist the Agency and any person nominated by the Agency to fully exercise the Agency's rights under this clause 17.
Exercise of Step-in Rights. (1) If Supplier fails to comply in a timely manner with its obligations regarding the creation or implementation of an Action Plan (including the provision of the applicable Services once implemented), or if Supplier does not produce an Action Plan reasonably acceptable to Voya (after having had one chance to revise it pursuant to Section 21.03(1)), Voya may, by giving written notice to Supplier, in addition to its other remedies at law and in equity, take over the creation and/or implementation of the Action Plan, the rectification of the failure or incident, and/or the provision of the applicable Services, or otherwise authorize its designee to do the same (each a “Step In”), which, at Voya’s sole discretion, may or may not include Supplier’s involvement.
(2) If Voya Group or its designee Steps In, Supplier must cooperate with Voya Group and its personnel and provide, at no additional charge to Voya Group, all assistance reasonably required by Voya Group, including:
(a) providing access to all relevant equipment, premises and Software under Supplier’s (or a subcontractor’s) control as required by Voya Group (or its designee) in connection with the Step In; and
(b) ensuring that Service Delivery Organization members normally engaged in the provision of the Services are available to Voya Group (or its designee) to provide any assistance Voya Group may reasonably request.
(3) Voya Group’s right to Step In will end, and Voya Group must hand back the responsibility to Supplier, when Supplier can demonstrate that Supplier is capable of resuming provision of the affected Service(s) in accordance with the requirements of this Agreement and that the occurrence giving rise to the Step In will not recur to the extent the cessation of Services was under Supplier’s control. – Voya Confidential – 64
