Failure to Perform in Good Faith Sample Clauses

Failure to Perform in Good Faith. In the event Registry Operator shall have been repeatedly and willfully in fundamental and material breach of Registry Operator’s obligations set forth in Sections 3.1(a), (b), (d) or (e); Section 5.2 or Section 7.3, and arbitrators in accordance with Section 5.1(b) of this Agreement repeatedly have found Registry Operator to have been in fundamental and material breach of this Agreement, including in at least three separate awards, then the arbitrators shall award such punitive, exemplary or other damages as they may believe appropriate under the circumstances.
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Failure to Perform in Good Faith. In the event Registry Operator shall have been repeatedly and willfully in fundamental and material breach of Registry Operator’s obligations set forth in Sections 3.1(a), (b), (d) or (e); Section 5.2 or Section 7.3, and arbitrators in accordance with Section 5.1(b) of this Agreement repeatedly have found Registry Operator to have been in fundamental and material breach of this Agreement, including in at least three separate awards, then ICANN may request the arbitrators award such punitive, exemplary, or other damages as they may believe appropriate under the circumstances. Notwithstanding the foregoing, ICANN is not precluded from seeking any other remedy available to it under this Agreement including seeking any available remedy from an arbitrator.
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Failure to Perform in Good Faith. In the event Sponsor shall have been repeatedly and willfully in fundamental and material breach of Sponsor’s obligations set forth in Sections 3.1(a), (b), (d) or (e); Section 5.2 or Section 7.2, and arbitrators in accordance with Section 5.1(b) of this Agreement repeatedly have found Sponsor to have been in fundamental and material breach of this Agreement, including in at least three separate awards, then ICANN may request the arbitrators award a fixed monetary sanction equivalent to one time (1x) the annual Sponsor Fee as provided for in Section 7.2(b) below.
Sample 1
Failure to Perform in Good Faith. In the event SponsorRegistry Operator shall have been repeatedly and willfully in fundamental and material breach of Sponsor’sRegistry Operator’s obligations set forth in Sections 3.1(a), (b), (d) or (e);; Section
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Failure to Perform in Good Faith. In the event Registry Operator shall have been repeatedly and willfully in fundamental and material breach of Registry Operator’s obligations set forth in Sections 3.1(a), (b), (d) or (e); Section 5.2, and arbitrators in accordance with Section 5.1(b) of this Agreement repeatedly have found Registry Operator to have been in fundamental and material breach of this Agreement, including in at least three separate awards, then the arbitrators shall award such punitive, exemplary or other damages as they may believe appropriate under the circumstances. Changes [to the Agreement] A provision outlining the process for making changes to the base agreement were incorporated into the 2007 agreement. Bulk Zone File Access No substantive differences between 2001 agreement and 2007 agreement. Registration Restrictions No substantive differences between 2001 agreement and 2007 agreement. Functional and Performance In the 2007 agreement the functional and performance specifications were consolidated into one provision and simplified. Specification Fees paid to ICANN A summary of the fees applicable to the 2007 agreement can be found in the table above. Fee Caps For the 2007 proposed agreement, this is addressed in Section 7.3 – Pricing for Domain Name Registrations and Registry Services [No] Rights in Data The rights in data provision was moved to the termination section of the proposed 2007 agreement (see above) with no substantive changes. Indemnification Provisions Indemnification of Registry Operator has been removed for the 2007 agreement. [Compliance with existing] Consensus Policies The 2007 GNR Registry Agreement has an updated and simplified consensus policies provision. The Consensus Policies section in the 2007 agreement is an outline with web links to the full text, whereas the 2001 agreement provided a list of relevant policies. [Protection of] Personal Data No substantive differences between 2001 agreement and 2007 agreement. Registrations Not Sponsored by Registrars Under Registry-Registrar Agreements This provision was not included in the 2007 agreement, see, however Appendix 6 to proposed 2007 renewal registry agreement. Pricing Adjustments Arising from New or Adjusted Specifications or Policies. This provision, as well as Appendix G, are not included in the 2007 agreement. Limitation of Liability No material differences between 2001 agreement and 2007 agreement. Miscellaneous Terms Compliance with Laws provision has been added to the 2007 agreement. The...
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Failure to Perform in Good Faith. IN THE EVENT REGISTRY OPERATOR SHALL HAVE BEEN REPEATEDLY AND WILLFULLY IN FUNDAMENTAL AND MATERIAL BREACH OF REGISTRY OPERATOR’S OBLIGATIONS SET FORTH IN SECTIONS 3.1(A), (B), (D) OR (E); SECTION 5.2 OR SECTION 7.3, AND ARBITRATORS IN ACCORDANCE WITH SECTION 5.1(B) OF THIS AGREEMENT REPEATEDLY HAVE FOUND REGISTRY OPERATOR TO HAVE BEEN IN FUNDAMENTAL AND MATERIAL BREACH OF THIS AGREEMENT, INCLUDING IN AT LEAST THREE SEPARATE AWARDS, THEN ICANN MAY (I) REQUEST THE ARBITRATORS AWARD SUCH PUNITIVE, EXEMPLARY OR OTHER DAMAGES AS THEY MAY BELIEVE APPROPRIATE UNDER THE CIRCUMSTANCES, WHICH MONETARY DAMAGES SHALL NOT, HOWEVER, COMMENCING WITH THE FIRST FULL CALENDAR YEAR FOLLOWING THE EFFECTIVE DATE EXCEED (A) US$2,000,000 DURING THE FIRST CALENDAR YEAR, (B) US$5,000,000 DURING THE SECOND THROUGH SIXTH CALENDAR YEARS, AND (C) US$10,000,000 DURING THE SEVENTH THROUGH TENTH CALENDAR YEARS, AND ANY RENEWAL TERMS OF THIS AGREEMENT; OR
Sample 1
Failure to Perform in Good Faith. In the event Registry Operator shall have been repeatedly and willfully in fundamental and material breach of Registry Operator’s obligations set forth in Sections 3.1(a), (b), (d) or (e); Section 5.2 or Section 7.3, and arbitrators in accordance with Section 5.1(b) of this Agreement repeatedly have found Registry Operator to have been in fundamental and material breach of this Agreement, including in at least three separate awards, then ICANN may i. request the arbitrators award such punitive, exemplary or other damages as they may believe appropriate under the circumstances, which monetary damages shall not, however, commencing with the first full calendar year following the Effective Date exceed (A) US$2,000,000 during the first calendar year, (B) US$5,000,000 during the second through sixth calendar years, and (C) US$10,000,000 during the seventh through tenth calendar years, and any renewal terms of this Agreement; or ii. terminate this Agreement in writing effective fourteen (14) days from the date of such notice, subject to Registry Operator’s right under Section 5.1 (b) to seek a temporary stay or injunctive relief from the arbitration panel or a court. Notwithstanding the foregoing, ICANN is not precluded from seeking any other remedy available to it under this Agreement including seeking any available remedy from an arbitrator.
Sample 1
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Related to Failure to Perform in Good Faith

  • Failure to Perform In the event of a failure of performance due under this Agreement and if it becomes necessary for either party to undertake legal action against the other on account thereof, then the prevailing party shall be entitled to reasonable attorney’s fees in addition to costs and necessary disbursements.

  • Failure to Perform Obligations In the event Business Associate fails to perform its obligations under this Agreement, Covered Entity may immediately discontinue providing PHI to Business Associate. Covered Entity may also, at its option, require Business Associate to submit to a plan of compliance, including monitoring by Covered Entity and reporting by Business Associate, as Covered Entity in its sole discretion determines to be necessary to maintain compliance with this Agreement and applicable law.

  • Lenders’ Failure to Perform All Advances (other than Swing Loans and Agent Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

  • TOTAL OR PARTIAL FAILURE TO PERFORM 20.1 In the case of Goods to be specially manufactured for it, if Transnet at any time ascertains that: a) no manufacturing of the Goods specified in a Purchase Order has commenced and there is little or no prospect, in Transnet’s opinion, that manufacturing will commence within a reasonable time; or b) delivery of any of the Goods is being or is likely to be delayed beyond the promised delivery date(s), and there is little or no prospect of the Purchase Order(s) being carried out within reasonable adherence to the promised delivery rate(s) or time(s), then Transnet may, irrespective of the cause of the delay, by notice to the Supplier, cancel as from a future date specified in such notice the whole or any part of this Agreement or Purchase Order in respect of which the Goods to be supplied have not been completed by that date, without incurring any liability by reason of such cancellation except as provided in this clause. 20.2 The Supplier/Service Provider shall thereupon, as soon as possible after such date, deliver to Transnet the Goods/Services [if any] already completed, and payment for the part performance shall be made on a pro rata basis, provided the uncompleted part is not an integral or essential part of the completed Goods/Services. Where an integral or essential part of the work has not been completed, the amount to be paid to the Supplier/Service Provider will be calculated on the basis of Transnet’s enrichment. The Supplier/Service Provider shall, wherever practicable, supply Transnet with the necessary drawings and/or specifications to enable it to complete the work. 20.3 Whenever, in any case not covered by clause 20.1 above, the Supplier fails or neglects to execute the work or to deliver any portion of the Goods/Services as required by the terms of this Agreement or Purchase Order, or if any Goods/Services are rejected on any of the grounds mentioned in clause Error! Reference source not found. [Defective Goods], Transnet may cancel this Agreement or Purchase Order in so far as it relates to the unexecuted work or the undelivered or rejected portion of the Goods/Services, and in such event, the supply of the remaining portion shall remain subject in all respects to these conditions.

  • Continue to Perform No resignation or removal of the Administrator will be effective, and the Administrator will continue to perform its obligations under this Agreement, until a successor Administrator has accepted its engagement according to Section 3.5(b).

  • Good Faith Performance Each Party shall act in good faith in its performance under this Agreement and, in each case in which a Party’s consent or agreement is required or requested hereunder, such Party shall not unreasonably withhold or delay such consent or agreement.

  • Ability to Perform; Solvency The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. The Seller is solvent and the sale of the Mortgage Loans will not cause the Seller to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of Seller's creditors;

  • Material Breach of Contract In the event Contractor fails to deliver the product and services as contracted for herein, to the satisfaction of the City of Sparks or otherwise fails to perform any provisions of this Contract, the City, after providing five (5) days written notice and Contractor’s failure to cure such breach within the time specified in the notice, may without waiving any other remedy, make good the deficiencies and deduct the actual cost of providing alternative products and/or services from payment due the Contractor. Non-performance after the first notice of non-performance shall be considered a material breach of contract.

  • Good Faith The parties to this contract shall, in exercising their respective rights and complying with their respective obligations under this contract (including when conducting any discussions or negotiations arising out of the application of any provisions of this contract or exercising any discretion under them), at all times act in good faith.

  • No Liability for Good Faith Determinations The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Restricted Stock Units granted hereunder.

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