Mitigation Rights Clause Samples
The Mitigation Rights clause grants a party the obligation or right to take reasonable steps to reduce or minimize losses or damages that may result from a breach or other adverse event under the contract. In practice, this means that if one party suffers harm due to the other’s actions, they must actively seek ways to limit the extent of their losses, such as seeking alternative suppliers or services if a contract is not fulfilled. This clause ensures that damages are not unnecessarily increased and allocates responsibility to both parties to act prudently, ultimately helping to prevent avoidable losses and disputes over excessive claims.
Mitigation Rights. After a Change in ISO Tariff, SCE shall have the rights (individually, or in any combination, the “SCE Mitigation Rights”), subject to the limitations set forth below in Section 11.04(b) to:
(i) Make any decisions regarding Seller’s bids for congestion in ISO- administered markets in order to:
(1) Minimize SCE cost exposure to any ISO Change Cost Payment to Seller with respect to this Article Eleven and Exhibit P; and
(2) Minimize Seller’s cost exposure with respect to Article Eleven and Exhibit P, which decision-making right shall become effective upon SCE providing to Seller three (3) Business Days Notice, provided, however, that:
(3) Any changes in ISO charges or Seller’s Actual Revenue as a result of the exercise of SCE’s Mitigation Rights be accounted for in any calculation to be made pursuant to Exhibit P;
(4) Prior to giving the above-described Notice of its intent to exercise decision-making rights, SCE shall make commercially reasonable efforts to consult with Seller regarding an adjustment bidding strategy and shall make commercially reasonable efforts to consult with Seller upon making material changes to such strategy; and
(5) SCE shall only exercise its decision-making right in full compliance with the ISO Tariff, including the requirements of PIRP and Applicable Law, and shall not exercise its decision- making right in a manner that causes Seller to experience any adverse financial effect as a direct result of SCE exercising such decision-making rights for which Seller shall not be compensated under Sections 11.02 and 11.03 or otherwise.
(ii) Become Seller’s Scheduling Coordinator in replacement of any person or entity providing Scheduling Coordinator services for Seller, which Scheduling Coordinator change shall become effective upon SCE providing to Seller forty five (45) days Notice if SCE is not satisfied that its bids are being implemented by Seller in a cost effective manner in accordance with SCE’s instructions. The provisions of Section 3.19(b) and Section 4.05 shall not apply if SCE is acting as Seller’s Scheduling Coordinator under this Section 11.04(a)(ii) and Seller is in PIRP or a successor program, but shall apply if SCE is acting as Seller’s Scheduling Coordinator under this Section 11.04(a)(ii) and Seller is not in PIRP or a successor program.
Mitigation Rights. If Customer Data is, or in Customer’s reasonable opinion is likely to become, the subject of a claim of non-conformance with the Customer Legal Basis Assurance, then Customer will have the right to: (i) procure the rights necessary for Customer and Fusebit to continue to Process the affected Customer Data; (ii) modify the Customer Data so that there is no longer a non-conformance; or (iii) delete or otherwise remove the non- conforming Customer Data from the Fusebit Platform.
Mitigation Rights. If provision of Customer Materials is, or in Customer’s reasonable opinion is likely to become, the subject of a claim of infringement or misappropriation of any intellectual property right of any third party, then Customer will have the right to: (i) procure the rights necessary for Customer to continue to provide Customer’s Materials; (ii) replace or modify the Customer Materials in a functionally equivalent manner so that they no longer infringe; or, if the options described in (i) and (ii) above are not available to Customer on commercially reasonable terms, (iii) terminate InuuxData’s rights to use the Customer Materials (in which case InuuxData’s obligations to perform the Services will be reduced to the extent that InuuxData required the Customer Materials to perform, and any such termination will be treated as a termination for convenience by Customer).
Mitigation Rights. During the period of employment of Geor▇▇ ▇. ▇▇▇▇▇, ▇▇I pursuant to the employment agreement attached as Exhibit O hereto, he shall have the authority to do or cause to be done such acts and things as he in his reasonable discretion deems necessary or desirable to reduce or mitigate the potential liability for Indemnifiable Damages as a result of claims for breach of the representations and warranties contained in Sections 4.22(b) and 4.25(b).
Mitigation Rights. If Executive secures full-time employment with another employer in any capacity during the Payment Period ("Full-Time Employment"), the Executive shall notify, in writing, the Company's Chief Executive Officer no later than ten days after Full-Time Employment is secured of the following:
(1) the Executive's starting date of Full-Time Employment;
(2) the name of the employer; (3) the location where Executive will be primarily employed; and
(4) the Executive's monthly rate of compensation to be received through the Full-Time Employment (the "Notice"). If Executive secures Full-Time Employment during the Payment Period, the Company shall have the right to elect to reduce any remaining payments due and owing under Paragraph 4 of this Agreement by the gross monthly compensation earned by the Executive in the Full-Time Employment if the Company notifies the Executive within ten days of the later of the Company's receipt of the Notice or the Executive's first day of Full-Time Employment as disclosed by Executive in the Notice of its desire to exercise its rights under this Paragraph 6 ("Mitigation Rights"). If the Company exercises its Mitigation Rights, the Non-Compete Period shall terminate ninety days after the Executive's first day of Full-Time Employment as disclosed by Executive in the Notice. If the Company does not exercise its Mitigation Rights or if the Executive does not secure Full-Time Employment, neither the Non-Compete Period nor the Payment Period shall be altered by this Paragraph 6. The parties acknowledge that the Executive intends to diligently seek Full-Time Employment during the Payment Period; however, this Agreement does not obligate Executive to either seek or obtain Full-Time Employment.
Mitigation Rights. If Customer Data is, or in the Customer’s reasonable opinion is likely to become, the subject of a claim of non-conformance with the Customer Legal Basis Assurance, then the Customer will have the right to:
(i) procure the rights necessary for the Customer and Komo to continue to Process the affected Customer Data;
(ii) modify the Customer Data so that there is no longer a non-conformance; or
(iii) delete or otherwise remove the non- conforming Customer Data from the Komo Platform.
Mitigation Rights. At the Closing, Purchaser and Seller shall enter into a “Mitigation Option Agreement” in the form of Exhibit L attached hereto, pursuant to which Seller shall have the option to establish mitigation banks on certain portions of the Timberlands, in accordance with, and as more particularly described in, the Mitigation Option Agreement.
Mitigation Rights. If provision of Customer MaterialsData is, or in Customer’s reasonable opinion is likely to become, the subject of a claim of infringement or misappropriation of any intellectual property right of any third partynon-conformance with the Customer Legal Basis Assurance, then Customer will have the right to: (i) procure the rights necessary for Customer and Auth0 to continue to provide Customer’s MaterialsProcess the affected Customer Data; (ii) replace or modify the Customer Materials in a functionally equivalent mannerData so that theythere is no longer infringe; or, if the options described in (i) and (ii) above are not available to Customer on commercially reasonable terms, a non-conformance; or (iii) terminate Auth0’s rights to use the Customer Materials (in which case Auth0’s obligations to performdelete or otherwise remove the Services will be reduced to the extent that Auth0 required thenon-conforming Customer Materials to perform, and any such termination will be treated as a termination for convenience by Customer).Data from the Auth0 Platform.