Intervening Events. Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Requisite Stockholder Approval, other than in connection with an Acquisition Proposal, the Company Special Committee may effect a Company Recommendation Change of the type described in clauses (A), (C), (F) and (G) (but clause (G) solely with respect to clauses (A), (C) and (F)) thereof, in response to an Intervening Event if and only if:
(1) the Company Special Committee determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties pursuant to applicable Law;
(2) the Company has provided prior written notice to Parent at least four Business Days in advance to the effect that the Company Special Committee has (A) so determined and (B) resolved to effect a Company Recommendation Change pursuant to this Section 5.4(d)(i), which notice will describe the Intervening Event in reasonable detail; and
(3) prior to effecting such Company Recommendation Change, the Company and its Representatives, until 5:00 p.m. at the end of such four Business Day period, have negotiated with Parent and its Representatives in good faith (to the extent that Parent requests to negotiate) to make such adjustments to the terms and conditions of this Agreement and the Transaction Documents so that the failure to make a Company Recommendation Change in response to such Intervening Event would no longer be inconsistent with the Company Special Committee’s fiduciary duties pursuant to applicable Law, as determined in good faith by the Company Special Committee (after consultation with its financial advisor and outside legal counsel), it being understood that at the end of such four Business Day period, the Company Special Committee must have in good faith (after consultation with its financial advisor and outside legal counsel) reaffirmed its determination that the failure to take such action would be inconsistent with its fiduciary duties pursuant to applicable Law.
Intervening Events. If the performance of any part of this Agreement by either Party is prevented, restricted, interfered with or delayed by any reason or cause beyond the reasonable control of such Party (including fire, flood, embargo, power shortage or failure, acts of war, insurrection, riot, terrorism, strike, lockout or other labor disturbance, shortage of raw materials, epidemic, failure or default of public utilities or common carriers, destruction of production facilities or materials by fire, earthquake, or storm or like catastrophe, acts of God or any acts, omissions or delays in acting of the other Party) (an “Intervening Event”), the Party so affected shall, upon giving written notice to the other Party, be excused from such performance to the extent of such Intervening Event, provided that the affected Party shall use its substantial efforts to avoid or remove such causes of non-performance and shall continue performance with the utmost dispatch whenever such causes are removed.
Intervening Events. If the performance of any part of this Agreement by either Party (other than making payment when due) is prevented, restricted, interfered with or delayed by any reason or cause beyond the reasonable control of such Party (including: fire, flood, embargo, power shortage or failure, acts of war, insurrection, riot, terrorism, strike, lockout or other labor disturbance (save where such strike, lockout, or other labor disturbance is initiated by the employees of the Party which seeks to rely on this clause), acts of God or any acts, omissions or delays in acting of the other Party) (an “Intervening Event”), the Party so affected shall, upon giving written notice to the other Party, be excused from such performance to the extent of such Intervening Event, provided that the affected Party shall use its substantial efforts to avoid or remove such causes of non-performance and shall continue performance with the utmost dispatch whenever such causes are removed. If either Party becomes aware that such an Intervening Event has occurred, is imminent or likely, it will immediately notify the other Party. The Party which is subject to such Intervening Event shall exert all reasonable efforts to overcome it. Such Party will keep the other informed as to the progress of overcoming such Intervening Event.
Intervening Events. 14.1 Obligations relating to Intervening Events
(a) You agree to notify Us if You are, or reasonably believe You will be, prevented from performing Your obligations under the Agreement due to an Intervening Event.
(b) The notice under clause 14.1(a) must contain details of the Intervening Event including the extent the Intervening Event has affected or may affect Your obligations under the Agreement.
(c) You agree to take all reasonable steps to remove, overcome or minimise the effects of an Intervening Event on the performance of Your obligations under the Agreement.
Intervening Events. If the performance of any part of this Agreement by either Party (other than making payment when due) is prevented, restricted, interfered with or delayed by any reason or cause beyond the reasonable control of such Party (including: fire, flood, embargo, power shortage or failure, acts of war, insurrection, riot, terrorism, strike, lockout or other labor disturbance, acts of God or any acts, omissions or delays in acting of the other Party) (an “Intervening Event”), the Party so affected shall, upon giving written notice to the other Party, be excused from such performance to the extent of such Intervening Event, provided that the affected Party shall use its substantial efforts to avoid or remove such causes of non-performance and shall continue performance with the utmost dispatch whenever such causes are removed. If either Party becomes aware that such an Intervening Event has occurred, is imminent or likely, it will immediately notify the other Party. The Party which is subject to such Intervening Event shall exert all reasonable efforts to overcome it. Such Party will keep the other informed as to the progress of overcoming such Intervening Event.
Intervening Events. Obligations relating to Intervening Events You agree to notify Us if You are, or reasonably believe You will be, prevented from performing Your obligations under the Agreement due to an Intervening Event. The notice under clause 14.1(xxxx) must contain details of the Intervening Event including the extent the Intervening Event has affected or may affect Your obligations under the Agreement. You agree to take all reasonable steps to remove, overcome or minimise the effects of an Intervening Event on the performance of Your obligations under the Agreement. Consequences of an Intervening Event We may terminate the Agreement if You cannot provide the Services for more than 2 calendar months due to an Intervening Event. We can arrange another provider for the Services while the Services are suspended due to an Intervening Event, without being liable to You. Review You agree to: liaise with Us; and comply with all of Our reasonable requests, directions and requirements, in relation to any monitoring, review or evaluation of the Services that is conducted by or for Us. Access to premises and records You agree that at any time during the Term and for a period of 7 years after the expiry or termination of the Agreement You will give Us, any persons nominated by Us access to: Your premises or the premises where the Services are or were provided; and copies of any Records held or created by You in relation to the Agreement, for purposes associated with the Agreement, including to: monitor or review the Services, including to assess the effectiveness of the Services or to support improvements in the provision of the Services; and review, audit, evaluate or investigate Your performance. This may include collecting information from any source, Your self-assessment or interviewing Your Personnel, students and their caregivers. We may perform surveys and other Service satisfaction data. We will, whenever practicable, provide You with reasonable prior notice of any access referred to in clause 15.2(eeeee). When accessing premises and/or Records in accordance with this clause 15.2, We will use Our best endeavours to minimise interference to Your employees and the conduct of the Services. You agree to ensure that any subcontract You enter into for the purposes of the Agreement allows the persons referred to in clause 15.2(eeeee) to have the access contemplated by clause 15.2(eeeee). Nothing in this clause 15.2 limits or restricts in any way the authority or rights. Cooperati...
Intervening Events. No Party will be liable for its failure to perform any of its obligations under this Agreement due to a cause beyond its control (each an "Intervening Event") including, but not limited to, adverse weather conditions, environmental or first nations demonstrations, protests or access blockages, war, insurrection or other acts against a lawfully appointed or elected governing body, acts of God, fire, flood, explosion, strikes, lockouts or other industrial disturbances, laws, rules and regulations or orders of any duly constituted governmental authority, unusual or unforeseen delays in the granting or issuance of any necessary permits, licenses or consents or non-availability of labour, equipment, materials or transportation.
Intervening Events. No Party will be responsible to the other for delay or failure in performance of any of the obligations imposed by this Agreement, where such failure is caused by fire, flood, explosion, lightning, windstorm, earthquake, subsidence of soil, failure of machinery or equipment or supply of materials, discontinuity in the supply of power, Court order or governmental interference, civil commotion, riot, war, strikes, labour disturbances, transportation difficulties, labour shortage, natural genetic variations of any living matter, or by any other cause beyond the reasonable control and without the fault or negligence of such Party.
Intervening Events. If the performance of any part of this Agreement by either Party (other than making payment when due) is prevented, restricted, interfered with or delayed by any reason or cause beyond the reasonable control of such Party (including: fire, flood, embargo, power shortage or failure, acts of war, insurrection, riot, terrorism, strike, lockout or ***Confidential Treatment Requested
Intervening Events. (a) If a Participant is unable to perform an obligation under this Agreement because of an Intervening Event, then:
(i) as soon as reasonably practicable (and in any event no later than five Business Days) after the Intervening Event arises, that Participant must notify each other relevant Participant (including the Framework Administrator, if it is not the notifying Participant) of the extent to which the notifying Participant is unable to perform its obligation;
(ii) subject to clause 13(c), where a Participant complies with clause 13(a)(i), that Participant’s obligation to perform those obligations will be suspended for the duration of the delay arising directly out of the Intervening Event; and
(iii) in all cases, the Participants must use their best endeavours to minimise the impact of any Intervening Event.
(b) No Participant is excused from any obligation to pay money because of an Intervening Event, despite any other provision of this Agreement.
