Non Compliance with contractual obligations Sample Clauses

Non Compliance with contractual obligations. Each Party will promptly notify the other Party of any non-compliance of which it becomes aware or which it has reasonable grounds to believe is likely to occur. CRM or POC (as defined in Article 8 below) will inform in writing the Operational Committee of any non-compliance. In such case, Service Provider will promptly propose to the Operational Committee a corrective action plan that is likely to remedy such non-compliance. If the corrective action plan cannot be provided within [***] of Customer’s initial request, the issue will be escalated to the Management Committee. In addition, Customer shall be entitled to the following specific remedies: - In case of non-compliance by Service Provider [***] commitments relating to SCM Services, a penalty of [***], for the month during which the non-compliance arose and for any other month during which it remains unresolved; - In case of product scraps that are caused by Service Provider’s error, Service Provider will compensate Customer against the cost of the scrap due to such error. For each such product scrap incident, Service Provider’s compensation will be capped at an amount equal [***]. Customer agrees that penalties [***] commitments are final and that no additional damages could be claimed before courts, except for Service Provider’s obligation to indemnify Customer against third party claims related to such a breach. Service Provider will issue a credit note for each case where penalties or scrap compensation are due pursuant to this clause. Such credit notes will be deducted from Service Provider’s next invoice for Services (in case there is no future invoice, Service Provider will pay the amount of the credit note to Customer). In all cases, Customer may also elect to escalate the non-compliance issue to the Management Committee for resolution within a maximum [***] as from such escalation. The Service Provider shall not be held liable for any breach of contract to the extent it is caused by: - a Force Majeure Event; or - if the non-compliance of the Services is caused by the Customer. [***] from the date of execution hereof, Presto Engineering HVM will apply to the competent French authorities to obtain the status of an authorized private research center for purposes of research tax credit (organisme de recherche privé au titre du credit d’impôt recherche) pursuant to article 244 quarter B paragraph II d bis of the general fiscal code (code general des impôts). Service Provider shall report quarterly...
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Related to Non Compliance with contractual obligations

  • Compliance with Laws and Contractual Obligations Each Credit Party will (a) comply with and shall cause each of its Subsidiaries to comply with (i) the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including, without limitation, laws, rules, regulations and orders relating to taxes, employer and employee contributions, securities, employee retirement and welfare benefits, environmental protection matters and employee health and safety) as now in effect and which may be imposed in the future in all jurisdictions in which any Credit Party or any of its Subsidiaries is now doing business or may hereafter be doing business and (ii) the obligations, covenants and conditions contained in all Contractual Obligations of such Credit Party or any of its Subsidiaries other than those laws, rules, regulations, orders and provisions of such Contractual Obligations the noncompliance with which could not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (b) maintain or obtain and shall cause each of its Subsidiaries to maintain or obtain all licenses, qualifications and permits now held or hereafter required to be held by such Credit Party or any of its Subsidiaries, for which the loss, suspension, revocation or failure to obtain or renew, could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. This Section 2.1 shall not preclude any Credit Party or its Subsidiaries from contesting any taxes or other payments, if they are being diligently contested in good faith in a manner which stays enforcement thereof and if appropriate expense provisions have been recorded in conformity with GAAP, subject to Section 3.2.

  • Compliance with Laws and Material Contractual Obligations Each Loan Party will, and will cause each Subsidiary to, (i) comply with each Requirement of Law applicable to it or its property (including without limitation Environmental Laws) and (ii) perform in all material respects its obligations under material agreements to which it is a party, except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party will maintain in effect and enforce policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

  • Mutual Obligations You and we will cooperate to resolve any problems or faults in connection with the Services. You and we both agree to comply with all applicable laws, rules, and regulations that apply to use of the Services.

  • EXTRA CONTRACTUAL OBLIGATIONS In the event Retrocedant or Retrocessionaire is held liable to pay any punitive, exemplary, compensatory or consequential damages because of alleged or actual bad faith or negligence related to the handling of any claim under any Reinsurance Contract or otherwise in respect of such Reinsurance Contract, the parties shall be liable for such damages in proportion to their responsibility for the conduct giving rise to the damages. Such determination shall be made by Retrocedant and Retrocessionaire, acting jointly and in good faith, and in the event the parties are unable to reach agreement as to such determination, recourse shall be had to Article XV hereof.

  • Contractual Obligations Promptly, the occurrence of any default or event of default under any Contractual Obligation of any member of the Consolidated Group which would reasonably be expected to have a Material Adverse Effect.

  • Compliance with Contracts The District will comply with, keep, observe and perform all agreements, conditions, covenants and terms, expressed or implied, required to be performed by it contained in all contracts for the use of the Enterprise and all other contracts affecting or involving the Enterprise to the extent that the District is a party thereto.

  • Contractual Obligations and Similar Investments From time to time, the Fund's Investments may include Investments that are not ownership interests as may be represented by certificate (whether registered or bearer), by entry in a Securities Depository or by Book-Entry Agent, registrar or similar agent for recording ownership interests in the relevant Investment. If the Fund shall at any time acquire such Investments, including without limitation deposit obligations, loan participations, repurchase agreements and derivative arrangements, the Custodian shall (a) receive and retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the arrangement; and (b) perform on the Fund's account in accordance with the terms of the applicable arrangement, but only to the extent directed to do so by Instruction. The Custodian shall have no responsibility for agreements running to the Fund as to which it is not a party other than to retain, to the extent the same are provided to the Custodian, documents or copies of documents evidencing the arrangement and, in accordance with Instruction, to include such arrangements in reports made to the Fund.

  • Compliance with Material Agreements Borrower shall, and shall cause each of its Subsidiaries to, comply in all material respects with all Senior Documents, material agreements, indentures, mortgages or documents binding on it or affecting its properties or business.

  • Maximum Contractual Obligation 13 The maximum obligation of COUNTY under this Agreement shall be 14 $220,000, or actual allowable costs, whichever is less.

  • Compliance with Material Contracts Each Credit Party shall, and shall cause each of its Subsidiaries to, perform and observe all the material terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time reasonably requested by the Administrative Agent and, upon the reasonable request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Credit Party is entitled to make under such Material Contract.

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