Impaired Performance Sample Clauses

Impaired Performance. (a) In the event Xxxxxxx.xxx, except for reasons beyond its reasonable control, willfully or grossly negligently fails to materially perform or observe any of its obligations as expressly specified in this Agreement and Xxxxxxx.xxx fails to take effective corrective action within thirty (30) days following written notice thereof by GE, * CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION. GE may, without waiving its right to terminate the Agreement, accept Xxxxxxx.xxx's impaired performance and make reasonable proportional reduction in payment for the specific defaulting Software or service. (b) In the event GE, except for reasons beyond its reasonable control, willfully or grossly negligently fails to materially perform or observe any of its obligations as expressly specified in this Agreement and GE fails to take effective corrective action within thirty (30) days following written notice thereof by Xxxxxxx.xxx, Xxxxxxx.xxx may, without waiving its right to terminate the Agreement, accept GE's impaired performance and declare that the particular and only the particular license(s) in default for the Software is terminated immediately. GE shall immediately thereupon stop using any terminated Software and ten (10) days after any such termination, GE shall, at its own expense, either return to Xxxxxxx.xxx, or destroy, the particular copy(ies) of the Software and its (their) Documentation including any back-up copies and provide Xxxxxxx.xxx with written certification that GE has so returned or destroyed such copy(ies). (c) Upon written notice to the other party prior to the expiration of the corrective action period, in accordance with Sections 9.4 (a) and (b) above, a party has the right hereunder to request binding arbitration of the disputed breach before the American Arbitration Association, or its successor, however, nothing in this Section 9.4 shall be intended to or construed as restricting a party from seeking relief in a court of competent jurisdiction. If the parties can not mutually agree upon a single arbitrator, each party shall designate one arbitrator provided further that the arbitrator (s) selected shall be knowledgeable in the computer software field. The rules and regulations to be followed shall be those of the American Arbitration Association, or its successor, in effect on the date of delivery of the demand for arbitration. The parties expressly agree that the arbitrator(s) shall have the authority to issue equitable...
Sample 1
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Impaired Performance. If either Party fails to materially perform or observe any of its obligations set forth in this Agreement and fails to take corrective action within forty-five (45) Business Days after written notice by the other, the non-breaching Party may, as an alternative to its right to terminate this Agreement, accept such Party's impaired performance and recover its actual damages.
Sample 1

Related to Impaired Performance

  • Excused Performance 6.1 Notwithstanding the occurrence of a Force Majeure Event, in which case Clause 17 will govern, BT will not be liable for any failure or delay to perform any of its obligations under this Agreement (including any of its obligations to meet any Service Levels) to the extent that BT’s failure or delay in performing arises as a result of: 6.1.1 any failure or delay by the Customer to perform any of the Customer’s obligations under this Agreement; 6.1.2 any act or omission other than on the part of a BT Affiliate or a subcontractor or supplier appointed by it unless that BT Affiliate, subcontractor or supplier has invoked their force majeure rights under their contract with BT; or 6.1.3 Applicable Law, a court order, an application for interlocutory relief or injunction restricting or preventing BT from supplying a Service.

  • Continued Performance The Contractor and Contractor Parties shall continue to Perform their obligations under the Contract while any dispute concerning the Contract is being resolved.

  • Payment and Performance Borrower will pay all amounts due under the Loan Documents in accordance with the terms thereof and will observe, perform and comply with every covenant, term and condition expressed or implied in the Loan Documents. Borrower will cause each other Restricted Person to observe, perform and comply with every such term, covenant and condition.

  • Continuity of Service and Performance Unless otherwise agreed in writing, the Parties shall continue to provide service and honor all other commitments under this Agreement during the course of a Dispute with respect to all matters not subject to such Dispute.

  • Prompt Performance All actions required to be taken (including payments) by any party under this Agreement shall be performed within the time prescribed for performance in this Agreement, or if no period is prescribed, such actions shall be performed promptly.

  • Strict Performance Failure by any party to this Contract to insist in any one or more cases upon the strict performance of any of the terms, covenants, conditions, or provisions of this Contract shall not be construed as a waiver or relinquishment of any such term, covenant, condition, or provision. No term or condition of this Contract shall be held to be waived, modified, or deleted except by a written amendment signed by the parties hereto.

  • Payment and Performance Bond Prior to the execution of this Contract, City may require Contractor to post a payment and performance bond (Bond). The Bond shall guarantee Contractor’s faithful performance of this Contract and assure payment to contractors, subcontractors, and to persons furnishing goods and/or services under this Contract.

  • Continuing Performance (a) The obligations under this Agreement continue until satisfied in full and do not merge with any action performed or document executed by any Party for the purposes of performance of this Agreement. (b) Any representation in this Agreement survives the execution of any document for the purposes of, and continues after, performance of this Agreement. (c) Any indemnity given by any Party under this Agreement: (i) constitutes a liability of that Party separate and independent from any other liability of that Party under this Agreement or any other agreement; and (ii) survives and continues after performance of this Agreement.

  • Contract Performance C19.1 The Contractor shall ensure that: C19.1.1 the Goods conform in all respects with the Specification and, where applicable, with any sample or performance demonstration approved by the Authority; C19.1.2 the Goods operate in accordance with the relevant technical specifications and correspond with the requirements of the Specification and any particulars specified in the Contract; C19.1.3 the Goods conform in all respects with all applicable Laws; and C19.1.4 the Goods are free from defects in design, materials and workmanship and are fit and sufficient for all the purposes for which such Goods are ordinarily used and for any particular purpose made known to the Contractor by the Authority.

  • Payment and Performance Bonds A payment bond and performance is required for a public works contract involving expenditure in excess of twenty-five thousand dollars ($25,000) and no work can be commenced prior to both bonds being approved the County. The Contractor shall furnish, at time of signing the Contract, one surety bond which shall protect the laborers and material men and shall be for $60,000, in accordance with Section 9554 of the Civil Code, and one surety bond in the amount of $60,000, guaranteeing the faithful performance of the Contract. If at any time the value of the total task orders is expected to exceed $60,000, the Contractor shall furnish, in a manner acceptable to the County, evidence that the Contractor is bonded to the expected total value of outstanding task orders for both the faithful performance and laborers and material men bonds. Contractor shall not be entitled to, nor shall County authorize, task orders when the total outstanding value of the task orders under this contract exceeds the bond values for which the County is an obligee. Said bonds to be approved by the office of the County Counsel and the County Executive Office of Orange County. Such bonds shall be the forms provided in these specifications and issued and executed by an admitted surety insurer (authorized to transact surety insurance in California). (e.g., if the bonds are issued through a surplus line broker, both the surplus line broker and the insurer with whom he is doing business for purposes of this project must be licensed in California to issue such bonds.) The faithful performance bond shall be issued by a Surety company with a minimum insurance rating of A- (Secure Best’s Rating) and VIII (Financial Size Category) as determined by the most current edition of the Best’s Key Rating Guide/Property-Casualty/United States or xxxxxx.xxx. The Surety Company must also be authorized to write in California by the Department of the Treasury, and must be listed on the most current edition of the Department of Treasury’s Listing of Approved Securities. If any surety upon any bond furnished in connection with this Contract becomes unacceptable to the County, or if any such surety fails to furnish reports as to his financial condition from time to time as requested by OC Public Works, the Contractor shall promptly furnish such additional security as may be required by OC Public Works or the Board of Supervisors from time to time to protect the interests of the County and of persons supplying labor or materials in the prosecution of the Work contemplated by this Contract. If the County increases the total Contract amount the Contractor is to provide a new bond for the new total Contract amount or a bond for the difference.

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