Notice; Mitigation. In the event the Borrower has actual knowledge that it is required to, or there arises, in the Borrower’s reasonable opinion, a substantial likelihood that the Borrower will be required to, pay an increased amount or otherwise indemnify such Lender for or on account of any Taxes pursuant to Section 2.17(b), the Borrower shall promptly notify such Lender of the nature of such Taxes and shall furnish such information to such Lender as it may reasonably request. In the event the Borrower provides the notice described in the previous sentence, such Lender shall consult with the Borrower in good faith to determine what action may be required to avoid or reduce such Taxes and shall use reasonable efforts to avoid or reduce such Taxes, provided that no action shall be required to be taken that would be disadvantageous to such Lender and would result in significantly increased cost to such Lender.
Notice; Mitigation. The party experiencing an Uncontrollable Circumstance shall notify the other party by telecommunication or telephone and in writing, on or promptly after the date the party experiencing such Uncontrollable Circumstance first knew of the commencement thereof, followed within 15 days by a written description of (1) the Uncontrollable Circumstance and the cause thereof (to the extent known), (2) the date the Uncontrollable Circumstance began and the cause thereof, its estimated duration, the estimated time during which the performance of such party’s obligations hereunder will be delayed, (3) the estimated amount, if any, by which the Contract Rate may need to be adjusted as a result of such Uncontrollable Circumstance, (4) its estimated impact on the other obligations of such party under this Agreement and (5) potential mitigating actions which might be taken by the County or City and any areas where costs might be reduced and the approximate amount of such cost reductions. Each party shall provide prompt written notice of the cessation of such Uncontrollable Circumstance. Whenever such act, event or condition shall occur, the party claiming to be adversely affected thereby shall, as promptly as reasonably possible, use its best efforts to eliminate the cause therefor, reduce costs and resume performance under this Agreement. In addition, with respect to Changes in Law, the County shall diligently contest any such changes the imposition of which would have a material adverse impact on the Disposal System. While the delay continues, the County or City shall give notice to the other party, before the first day of each succeeding month, updating the information previously submitted.
Notice; Mitigation. The Party claiming Force Majeure (the “Claiming Party”) shall notify the other Party in writing, on or promptly after the date the Party experiencing such Force Majeure first knew of the commencement thereof. The Claiming Party shall provide prompt written notice to the other Party of the cessation of such Force Majeure. Whenever such act, event or condition shall occur, the Claiming Party shall, as promptly as reasonably possible, use its commercially reasonable efforts to resume performance under this Agreement. The Claiming Party shall furnish promptly (if and to the extent available to it) any additional documents or other information relating to the Force Majeure event reasonably requested by the other Party.
Notice; Mitigation. The party seeking excuse for nonperformance on the basis of Force Majeure shall give written notice to the Owner, if with respect to the Contractor, or to the Contractor if with respect to the Owner, specifying its actual or anticipated duration. Each party seeking excuse from nonperformance on the basis of Force Majeure shall use its best efforts to rectify any condition causing a delay and will cooperate with the other party, except that neither party shall be obligated to incur any unreasonable additional costs and expenses to overcome any loss of time that has resulted.
Notice; Mitigation. The party experiencing an Uncontrollable Circumstance shall notify the other party by hardcopy telecommunication or telephone and in writing, on or promptly after the date the party experiencing such Uncontrollable Circumstance first knew of the commencement 50 thereof, followed within 15 days by a written description of (1) the Uncontrollable Circumstance and the cause thereof (to the extent known), (2) the date the Uncontrollable Circumstance began and the cause thereof, its estimated duration, the estimated time during which the performance of such party's obligations hereunder will be delayed, and the impact, if any, on any scheduled completion dates for Major Capital Improvements Public Works Improvements, (3) to .he extent appropriate in accordance with Section 6.3, the estimated amount, if any, by which Other Costs may arise as a result of such Uncontrollable Circumstance, (4) its estimated impact on the other obligations of such party under this Agreement and (5) potential mitigating actions which might be taken by the Manager or Authority and any areas where costs might be reduced and the approximate amount of such cost reductions. Each party shall provide prompt written notice of the cessation of such Uncontrollable Circumstance. Whenever such act, event or condition shall occur, the party claiming to be adversely affected thereby shall, as promptly as reasonably possible, use its best reasonable efforts to eliminate the cause therefor, reduce costs and resume performance under this Agreement. While the delay continues, the Manager or Authority shall give notice to the other party with a copy to the Consulting Engineer, before the first day of each succeeding month, updating the information previously submitted. The Manager shall furnish promptly (if and to the extent available to the Manager) any additional documents or other information relating to the Uncontrollable Circumstance reasonably requested by the Consulting Engineer or the Authority.
Notice; Mitigation. As soon as practicable after the occurrence of Force Majeure, XXXXXX shall give notice to TIMET of the suspension of performance (stating therein the nature of the suspension, the obligation(s) likely to be affected, the reasons therefor, and a reasonable, good faith estimate of the period of time during which provision of the Titanium Conversion Services is expected to be prevented), and thereupon the contractual delivery schedule or dates of completion shall be extended by a period of time as necessary to reflect the effect of the delay. XXXXXX shall take all reasonable steps to minimize the impact of the Force Majeure under this Agreement and shall resume provision of the Titanium Conversion Services as soon as reasonably possible. The Parties agree to negotiate in good faith during the continuance of any Force Majeure with respect to possible ways to minimize the effects of the Force Majeure on the Parties.
Notice; Mitigation. (a) Whenever any claim shall arise for indemnification hereunder, Indemnified Party shall notify AmericasBank within 30 days after Indemnified Party has actual knowledge of the facts constituting the basis for such claim. Indemnified Party shall also so notify AmericasBank within 15 days after commencement of any legal proceedings with respect to such claim. The omission to provide such notification to AmericasBank shall not relieve AmericasBank from any liability that it may have to Indemnified Party to the extent AmericasBank is not prejudiced as a result of such omission.
(b) To the extent reasonably practicable, Indemnified Party shall mitigate any Damages incurred or suffered by it for which indemnification is claimed hereunder. Any expenditures, costs and expenses in connection with such mitigation shall be considered additional Damages and shall be subject to indemnification pursuant to this Agreement.
Notice; Mitigation. The party experiencing an Uncontrollable Circumstance shall notify the other party by hardcopy telecommunication or telephone and in writing, on or promptly after the date the party experiencing such Uncontrollable Circumstance first knew of the commencement thereof, followed within seven (7) days by a written description of (i) the Uncontrollable Circumstance and the cause thereof (to the extent known), (ii) the date the Uncontrollable Circumstance began, its estimated duration, the estimated time during which the performance of such party’s obligations hereunder will be delayed, and the impact, if any, on the Commencement Date, (iii) the estimated amount, if any, by which the Fee may need to be adjusted as a result of such Uncontrollable Circumstance, (iv) its estimated impact on the other obligations of such party under this Agreement and (v) potential mitigating actions which might be taken by the Contractor or Owner and any areas where costs might be reduced and the approximate amount of such cost reductions. Each party shall provide prompt written notice of the cessation of such Uncontrollable Circumstance. Whenever such act, event or condition shall occur, the party claiming to be adversely affected thereby shall, as promptly as reasonably possible, use all reasonable efforts to eliminate the cause therefore, reduce costs and resume performance under this Agreement. The Contractor shall furnish promptly (if and to the extent available to the Contractor) any additional documents or other information relating to the Uncontrollable Circumstance reasonably requested by the Owner Engineer or the Owner.
Notice; Mitigation. The party experiencing an uncontrollable circumstance shall notify the other party by electronic communications with verification of receipt, or telephone and in writing, within twenty-four (24) hours after the party experiencing such uncontrollable circumstance first knew of the commencement thereof, followed within two (2) days by a written description of (1) the uncontrollable circumstance and the cause thereof (to the extent known), (2) the date the uncontrollable circumstance began and the cause thereof, its estimated duration, and the estimated time during which the performance of the party’s obligations hereunder will be delayed, and (3) potential mitigating actions which might be taken by Franchisee or City. Each party shall provide written notice of the cession of such uncontrollable circumstance within twenty-four (24) hours thereof. Whenever such act, event or condition shall occur, the party claiming to be adversely affected thereby shall, as promptly as reasonably possible, use its best efforts to eliminate the cause therefore and resume performance under this Franchise. While the delay continues, Franchisee or City shall give daily notice to the other party updating the information previously submitted.
