Mitigation Efforts. Both Genpact and Carnation agree to use reasonable efforts to mitigate their own, as well as each other’s Losses suffered in connection with this Agreement (including where any Losses can be mitigated by lawfully pursuing recovery from third parties) and each of Genpact and Carnation shall conduct or permit reasonable diligent efforts to so recover.
Mitigation Efforts. Each party must take reasonable steps to mitigate any loss, damage, cost, or expense it may suffer or incur as a result of any action or inaction by the other party under or in connection with these Terms or the Service.
Mitigation Efforts. In connection with a Tax Proceeding, upon the written request from a Party, Starwood, Vistana and ILG shall cooperate (and shall cause their Subsidiaries to cooperate) with the requesting party, at the requesting party’s expense (including indemnification for incremental Taxes resulting from any mitigation actions described below), to cooperate and undertake other actions to mitigate any potential adverse consequences attributable to an adverse determination with respect to the proposed, asserted or assessed adjustment or deficiency, including the filing of Tax elections or the submission of ruling requests to any Taxing Authority. In the event that the above mitigation actions involve the filing of any other Tax election in lieu of the Section 336(e) Election, the principles and methodologies of Section 4.06 shall apply to any such other Tax election.
Mitigation Efforts. In the event of a cancellation of a purchase order in accordance with Section 3.11, Stop Production Notice in accordance with Section 3.10.1, engineering change orders, purges, AVL disqualification, EOL notice in accordance with Section 3.10.2 or forecast reduction, Supplier shall take the actions indicated in Sections 3.12.1 through 3.12.8 below upon written request from Dot Hill to do so. Upon receipt by Supplier of such notice from Dot Hill, Supplier shall do the following:
Mitigation Efforts. In the event of a cancellation of a purchase order in accordance with Section 3.11, Stop Production Notice in accordance with Section 3.10.1, engineering change orders, purges, AVL disqualification, EOL notice in accordance with Section 3.10.2 or forecast reduction, except as otherwise specified in writing by Dot Hill to Supplier, Supplier shall take the actions indicated in Sections 3.12.1 through 3.12.8 below:
3.12.1 Immediately reduce/cancel its outstanding purchase orders for components and raw materials by the quantities in excess of those needed to meet Dot Hill’s requirements.
3.12.2 Discontinue Upside Support positioning.
3.12.3 Perform or have performed a physical inventory of materials that Supplier may reasonably claim were required to comply with Dot Hill’s delivery requirements and in-line with the appropriate quantity of Dot Hill-unique Components, EOQs and LLTCs (“Supplier Inventory”). Dot Hill reserves the right, at its option, to perform an audit of Supplier Inventory. Dot Hill’s liability to pay, reimburse, or otherwise compensate Supplier for Supplier Inventory shall not exceed the minimum Supplier Inventory that was reasonably required to comply with the forecasted delivery schedule(s) and lead times applicable to Dot Hill’s purchase orders.
3.12.4 Use commercially reasonable efforts to return the components to the supplier(s) at the same price at which they were purchased.
3.12.5 Use commercially reasonable efforts to sell or transfer the components to a third party subject to written approval by Dot Hill, at a price acceptable to Dot Hill. Dot Hill shall reimburse Supplier for the difference between Supplier’s purchase price and the Dot Hill-approved price at which it sold the component to a third party. If the sales price exceeds Supplier’s component purchase price, then the excess shall first be applied to offset any obligation of Dot Hill under this paragraph and any excess thereafter shall be retained by Supplier. Except as mutually agreed otherwise, Dot Hill agrees that Supplier is not required to continue mitigation of Dot Hill material liabilities beyond a [...***...] period from the date of the initial written notification from Supplier to Dot Hill of the potential material liability.
3.12.6 Rework Supplier Inventory, at Dot Hill’s request, at a mutually agreed upon price and schedule.
3.12.7 Perform a physical inventory of the remaining Supplier Inventory within [...***...] after completion of Sections 3.12.1 through 3.12.6 a...
Mitigation Efforts. Lessor shall not be obligated to mitigate damages. Lxxxxx agrees to consider in good faith any substitute Lessees proffered by Lxxxxx but reserves the right, in its exercise of reasonable business judgment to approve any and all Lessees. Lessor, in no event, shall be required to relinquish or jeopardize any economic benefit or opportunity, including, without limitation; the leasing of other property ; owned or controlled by Lessor or an affiliate in order to mitigate damages. The rental of any other property owned or controlled by Lessor or an affiliate shall not reduce any damages which Lessor would be entitled to receive from Lessee. Only the net proceeds of any such reletting received by Lxxxxx, as determined pursuant to Section 20.2 hereof, shall be credited against Lxxxxx's existing or future outstanding obligations under this lease, in such manner and in such order as Lessor, in its sole discretion, may determine .
Mitigation Efforts. The Affected Party shall use reasonable endeavours to mitigate the effects of the Force Majeure Event and minimise its impact on the performance of their obligations under this Agreement.
