Non-Exclusive Remedy for Failure to Perform Workplan Responsibilities Sample Clauses

Non-Exclusive Remedy for Failure to Perform Workplan Responsibilities. If either Party (the “Performing Party”) reasonably determines that the other Party (the “Non-Performing Party”) has materially failed to fulfill such Non-Performing Party’s responsibilities under the Workplan for a Product Development Program, then, without limiting any remedies that may be available under this Agreement to the Performing Party for such material failure by the Non-Performing Party, the Performing Party may elect the following non-exclusive remedy for such material failure: (i) the Performing Party may provide the Non-Performing Party with written notice of the Non-Performing Party’s material failure, which notice shall set forth with reasonable specificity the steps that the Performing Party believes the Non-Performing Party must take to cure such material failure; (ii) during the sixty (60) day period following the foregoing written notice from the Performing Party, the Non-Performing Party shall have the right to cure its material failure, if any, and to respond in writing to the Performing Party regarding the steps taken by the Non-Performing Party to effect such cure and/or disputing the Performing Party’s assertions of material failure; (iii) if after such sixty (60) day period, the Performing Party reasonably determines that the Non-Performing Party has still materially failed to perform the Non-Performing Party’s responsibilities under the Workplan, as previously set forth in the Performing Party’s notice to the Non-Performing Party, the Performing Party may elect, either itself or through a Third Party, to (x) perform the specific Workplan activities that the Non-Performing Party materially failed to perform, (y) modify the applicable Workplan budget to include and allocate the costs of such performance by or on behalf of the Performing Party (i.e., require the Non-Performing Party to share in such costs in accordance with Section 4.1(a) or Section 4.1(b), as applicable) and (z) exclude the Non-Performing Party’s costs relating to its material failure to perform from the applicable Workplan budget (i.e., not permit the Non-Performing Party to include such costs in the costs that the Performing Party is required to share in accordance with Section 4.1(a) or Section 4.1(b), as applicable). Any dispute under this Section 2.3(f) as to whether a material failure has occurred or whether any such failure has been cured shall be subject to resolution in the same manner as that to which any other alleged breach of this Agreement is subject...
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Related to Non-Exclusive Remedy for Failure to Perform Workplan Responsibilities

  • Failure to Perform In the event of a failure of performance due under this Agreement and if it becomes necessary for either party to undertake legal action against the other on account thereof, then the prevailing party shall be entitled to reasonable attorney’s fees in addition to costs and necessary disbursements.

  • Processor’s Liability for Nonperformance In performing the Services, Processor will exercise ordinary care and act in good faith. Processor shall be deemed to have exercised ordinary care if its action or failure to act is in conformity with general information technology processing standards. Processor’s liability relating to its or its employees’, officers’ or agents’ performance or failure to perform hereunder, or for any other action or inaction of Processor, or its employees, officers or agents, shall be limited exclusively to the lesser of (i) any direct losses which are caused by the failure of Processor, its employees, officers or agents to exercise reasonable care and/or act in good faith, and (ii) the face amount of any item, check, payment or other funds lost or mishandled by the action or inaction of Processor. Under no circumstances will Processor be liable for any general, indirect, special, incidental, punitive or consequential damages or for damages caused, in whole or in part, by the action or inaction of AmeriCredit or the Trustee, whether or not such action or inaction constitutes negligence. Processor will not be liable for any damage, loss, liability or delay caused by accidents, strikes, fire, flood, war, riot, equipment breakdown, electrical or mechanical failure, acts of God or any cause which is reasonably unavoidable or beyond its reasonable control. AmeriCredit agrees that the fees charged by Processor for the performance of this Service shall be deemed to have been established in contemplation of these limitations on Processor’s liability. In addition, AmeriCredit agrees to indemnify and hold Processor harmless from all liability on the part of Processor under this Section 13 except such liability as is attributable to the gross negligence of Processor.

  • Lenders’ Failure to Perform All Advances (other than Swing Loans and Agent Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

  • Specific Responsibilities In addition to its overall responsibility for monitoring and providing a forum to discuss and coordinate the Parties’ activities under this Agreement, the JSC shall in particular:

  • Right to Perform If Tenant shall fail to pay any sum of money, other than Base Rent or Additional Rent, required to be paid by it under this Lease or shall fail to perform any other act on its part to be performed under this Lease, and such failure shall continue for ten (10) Business Days after notice of such failure by Landlord, or such shorter time if reasonable under the circumstances, Landlord may, but shall not be obligated to, and without waiving or releasing Tenant from any obligations of Tenant, make such payment or perform such other act on Tenant's part to be made or performed as provided in this Lease. Landlord shall have (in addition to any other right or remedy of Landlord) the same rights and remedies in the event of the nonpayment of sums due under this paragraph as in the case of default by Tenant in the payment of Base Rent.

  • Continue to Perform No resignation or removal of the Administrator will be effective, and the Administrator will continue to perform its obligations under this Agreement, until a successor Administrator has accepted its engagement according to Section 3.5(b).

  • Limitation of Responsibility Notwithstanding any other provisions ---------------------------- hereof, Committee Members shall be liable to the parties only for actions constituting bad faith, gross negligence or breach of an express provision of this Agreement (so long as such breach remains uncured after ten (10) days of receiving notice of the nature of such breach). In all other respects, Committee Members shall not be liable for negligence or mistakes of judgment.

  • Disclaimer of Responsibility for Certain Matters Neither the Trustee, any Conversion Agent nor any agent of either shall at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the Officer's Certificate referred to in Section 1704(j), or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee, any Conversion Agent nor any agent of either shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property (including cash), which may at any time be issued or delivered upon the conversion of any Security, and neither the Trustee, any Conversion Agent nor any agent of either makes any representation with respect thereto. Neither the Trustee, any Conversion Agent nor any agent of either shall be responsible for any failure of the Company to issue, register the transfer of or deliver any shares of Common Stock or stock certificates or other securities or property (including cash) upon the surrender of any Security for the purpose of conversion or, subject to Sections 601 and 603, to comply with any of the covenants of the Company contained in this Article Seventeen.

  • Customer Responsibilities (a) The Customer agrees to (i) promptly notify the Bank of any change that the Customer wishes to make to Exhibit B, (ii) promptly notify the Bank if any information contained in the Customer Information Sheet becomes inaccurate or untrue and (iii) indemnify the Bank for any losses resulting from the Customer's failure to adhere to the provisions of Subsection (a) of this Section 11.

  • Allocation of Responsibilities The persons responsible for the Plan and the duties and responsibilities allocated to each are as follows:

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