Extraordinary Events or Circumstances Sample Clauses

Extraordinary Events or Circumstances. The County may, at any time, and from time to time during the Term, and as a result of an extraordinary event or circumstance, including a Force Majeure Event, provide Vendor with written notice reasonably describing such event or circumstance and directing Vendor to temporarily perform Services in an extraordinary or unusual manner (e.g., perform Services at levels above or below the Service Levels set forth in Schedule 4) for a specified period of limited duration. The County may also, in such an event or circumstance, in its discretion, perform itself or obtain a third party to perform certain Services for the duration of such extraordinary event or circumstance, promptly informing Vendor thereof in writing. To the extent that any such action by the County causes or results in an increase or decrease in the costs or expenses reasonably and directly incurred by Vendor in the performance of the affected Services, Vendor shall promptly provide the County with written documentation, in a form and in such detail reasonably acceptable to the County, substantiating such increase or decrease in the Fees, requesting the County’s attention to the matter, and the County shall either (a) pay Vendor an amount equal to the undisputed portion of any such increase, or (b) promptly receive from Vendor a credit equal to the amount of any such decrease. Any such request by Vendor for such an adjustment of Fees must be asserted in writing within sixty (60) calendar days after the date of Vendor’s receipt of the County’s notice regarding such extraordinary circumstance or event, or, if such event or circumstance should continue unabated for more than thirty (30) calendar days, within such additional period of time as the Parties may agree upon in writing. Pending the determination and resolution of any such adjustment, Vendor shall diligently proceed with performance of the requested, extraordinary Services. All adjustments made pursuant to this Section shall be subject to the record-keeping requirements and audit rights set forth in this Agreement.
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Extraordinary Events or Circumstances. Symetra may, at any time, in a written notice signed by the Symetra Project Executive, or his or her designee, and as a result of an Extraordinary Event: (a) direct ACS, in accordance with Section 2.8, to perform Services in an extraordinary manner (e.g., perform Services at service levels above or below the SLRs for a limited duration); or (b) direct ACS to prepare and submit a proposed Out-of-Scope Work Order more quickly than required under Section 2.9.1; (c) direct ACS to temporarily cease the performance of certain Services; or (d) obtain a Third Party to perform certain Services for the duration of the Extraordinary Event. If such Extraordinary Event results in ACS’ performance of Other Services, to the extent incremental pricing for such Other Services is not set forth in this Agreement (including, in particular, in Schedule 4), the Parties shall engage in good faith negotiations in order to arrive at appropriate fees and expenses to be paid to ACS in consideration of its performance of such Other Services. If such Extraordinary Event results in ACS’ performance of additional or fewer Services, as the case may be: (e) provided: (i) the upper Pricing Band limit or the lower Pricing Band limit, as applicable, for such Services as specified in Schedule 3 has not been surpassed for more than ninety (90) calendar days, the applicable pricing set forth in Schedule 3 shall apply; or (f) once the upper Pricing Band limit or the lower Pricing Band limit, as applicable, for such Services as specified in Schedule 3 has been surpassed for more than ninety (90) calendar days, the Parties shall engage in good faith negotiations in order to arrive at new pricing for the affected Service Tower Services. The rights and obligations of the Parties under this Section 2.10 shall be in addition to those under Sections 2.5.7, 9.2.3 and similar provisions of this Agreement addressing Force Majeure Events. Table of Contents
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Extraordinary Events or Circumstances. The Client may, at any time, and from time to time during the Term, and as a result of an extraordinary event or circumstance, including a Force Majeure Event, provide Vendor with written notice reasonably describing such event or circumstance and directing Vendor to temporarily perform Services in an extraordinary or unusual manner (e.g., perform services at levels above or below the Service Levels set forth in Schedule 4) for a specified period of limited duration. The Client may also, in such an event or circumstance, in its discretion, perform itself or obtain a third party to perform certain Services for the duration of such extraordinary event or circumstance, promptly informing Vendor thereof in writing. To the extent that any such action by the Client causes or results in an increase or decrease in the costs or expenses reasonably and directly incurred by Vendor in the performance of the affected Services, Vendor shall promptly provide the Client with written documentation substantiating such increase or decrease in the Fees, requesting the Client’s attention to the matter, and the Client shall either promptly pay Vendor an amount equal to any such increase or promptly receive from Vendor a credit equal to the amount of any such decrease. Any such request by Vendor for such an adjustment of Fees must be asserted in writing within thirty (30) days after the date of Vendor’s receipt of the Client’s notice regarding such extraordinary circumstance or event, or, if such event or circumstance should continue unabated for more than thirty (30) days, within such additional period of time as the Parties may agree upon in writing. Pending the determination and resolution of any such adjustment, Vendor shall diligently proceed with performance of the requested, extraordinary Services. All adjustments made pursuant to this Section shall be subject to the recordkeeping requirements and audit rights set forth in this Agreement.
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Extraordinary Events or Circumstances. The County may, at any time, in a writing signed by the Contracting Officer or his or her designee, and as a result of an extraordinary event or circumstance, including a Force Majeure Event: (i) direct Contractor, in accordance with Section 11, to perform Services in an extraordinary manner (e.g., perform Services at SLs above or below the existing SL requirements for a limited duration); or (ii) direct Contractor to temporarily cease the performance of certain Services; or (iii) obtain a Third-Party to perform certain Services for the duration of the extraordinary event or circumstance. If any such County request causes an increase or decrease in Contractor’s direct cost or expense of performance of the affected Services for which Contractor would not otherwise be obligated to provide, the County shall pay Contractor an amount equal to any such increase or Contractor shall credit to the County the amount of any such decrease. Any request by Contractor for such an adjustment must be asserted in writing to the County’s Contracting Officer within thirty (30) days after the date of receipt by Contractor of the County’s writing with respect to the extraordinary circumstance or event, or within such additional period of time as the County’s Contracting Officer may agree in writing, and shall include factual information and support for all purported increases and decreases in direct cost or expense. Pending the determination of any such adjustment, Contractor will diligently proceed with the requested Services. The County may require the submission of supporting cost and expense documentation and inspection of Contractor’s pertinent books and records for the purpose of verifying Contractor’s request and determining the basis for the adjustment.
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Extraordinary Events or Circumstances. Investors may, at any time, in a writing signed by an Investors Representative, and as a result of an extraordinary event or circumstance, including a Force Majeure Event: (i) direct Provider, in accordance with the change management procedures in Section 7.4, to perform Services in an extraordinary manner (e.g., perform services at service levels above or below the MASLs for a limited duration); (ii) direct Provider to temporarily cease the performance of certain Services; or (iii) obtain a third party to perform certain Services for the duration of the extraordinary event or circumstance. If any such Investors request causes an increase in Provider’s direct cost or expense of performance of the affected Services, Investors shall pay Provider an amount equal to any such increase. Any request by Provider for such an adjustment must be asserted in writing to an Investors Representative within thirty (30) calendar days after the date of receipt by Provider of Investors’ writing with respect to the extraordinary circumstance or event, or within such additional period of time as an Investors Representative may agree in writing, and shall include factual information and support for all purported increases and decreases in direct cost or expense. Pending the determination of any such adjustment, Provider will diligently proceed with the requested Services. Subject to Section 6.2, Investors may require the submission of supporting cost and expense documentation and inspection of Provider’s pertinent for the purpose of verifying Provider’s request and determining the basis for the adjustment.
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Related to Extraordinary Events or Circumstances

  • Extraordinary Events No fault if failure due to an Extraordinary Event 15.1 Neither Party will be liable to the other for any failure to perform its obligations under this Contract where the failure is due to an Extraordinary Event. Obligations of the affected Party 15.2 A Party who wishes to claim suspension of its obligations due to an Extraordinary Event must notify the other Party as soon as reasonably possible. The Notice must state: a. the nature of the circumstances giving rise to the Extraordinary Event b. the extent of that Party's inability to perform under this Contract c. the likely duration of that non-performance, and d. what steps are being taken to minimise the impact of the Extraordinary Event on the delivery of Services. Alternative arrangements requiring immediate termination 15.3 If the Buyer, acting reasonably, requires the Services to be supplied during the period affected by an Extraordinary Event, then despite clause 15.4, the Buyer may terminate this Contract immediately by giving Notice.

  • No Change in Facts or Circumstances All information in the application for the loan submitted to Lender (the "Loan Application") and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan Application are complete and accurate in all material respects. There has been no material adverse change in any fact or circumstance that would make any such information incomplete or inaccurate.

  • Extraordinary Event Registry Operator will use commercially reasonable efforts to restore the critical functions of the registry within twenty-­‐four (24) hours after the termination of an extraordinary event beyond the control of the Registry Operator and restore full system functionality within a maximum of forty-­‐eight (48) hours following such event, depending on the type of critical function involved. Outages due to such an event will not be considered a lack of service availability.

  • No Undisclosed Events or Circumstances No event or circumstance has occurred or exists with respect to the Company or its subsidiaries or their respective businesses, properties, prospects, operations or financial condition, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed.

  • Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

  • No Change in Facts or Circumstances; Disclosure All information submitted by Borrower to Lender and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower in this Agreement or in any other Loan Document, are accurate, complete and correct in all material respects, provided, however, that if such information was provided to Borrower by non-affiliated third parties, Borrower represents that such information is, to the best of its knowledge after due inquiry, accurate, complete and correct in all material respects. There has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise materially and adversely affects or might materially and adversely affect the Property or the business operations or the financial condition of Borrower. Borrower has disclosed to Lender all material facts and has not failed to disclose any material fact that could cause any representation or warranty made herein to be materially misleading.

  • Extraordinary Events Regarding Common Stock In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Purchase Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Purchase Price in effect on the date of such exercise.

  • Notice of Certain Events or Circumstances Each party agrees, upon learning of the occurrence or existence of any event or condition that constitutes (or that with the giving of notice or passage of time or both would constitute) an Event of Default or Termination Event with respect to such party, promptly to give the other party notice of such event or condition (or, in lieu of giving notice of such event or condition in the case of an event or condition that with the giving of notice or passage of time or both would constitute an Event of Default or Termination Event with respect to the party, to cause such event or condition to cease to exist before becoming an Event of Default or Termination Event); provided that failure to provide notice of such event or condition pursuant to this Part 5(n) shall not constitute an Event of Default or a Termination Event.

  • Other Circumstances Do you know if the proponent lodged or intended to lodge a section 16 or section 18 application under the Aboriginal Xxxxxxxx Xxx 0000:

  • Adverse Circumstances No condition, circumstance, event, agreement, document, instrument, restriction, litigation or proceeding (or threatened litigation or proceeding or basis therefor) exists which: (i) would have a Material Adverse Effect upon Debtor; or (ii) would constitute an Event of Default or an Unmatured Event of Default.

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