Performance Exclusions Sample Clauses

Performance Exclusions. 5.1 SONIFI’s obligations under this SONIFI Limited Warranty with respect to Licensed Software, Equipment purchased from an Approved Third-Party Financing Company, if any, and Equipment SONIFI has sold to Company or installed at the Premises, shall not apply to: (i) products and services purchased or licensed from or provided by third parties and equipment, hardware or software purchased or licensed from or installed by any person or entity other than SONIFI (except for Equipment purchased from the Approved Third-Party Financing Company), such as televisions, set-top boxes, and set-back devices; (ii) misuse; (iii) accidental damage, including but not limited to, contact with liquid, extreme heat, or foreign material; (iv) adjustments made by Company or a third party without SONIFI’s authorization; (v) limitations of technology; (vi) modification of any part of the Equipment or Licensed Software by Company, the Premises or their respective owners, directors, partners, members, officers, employees, contractors, agents, invitees and guests; (vii) cosmetic damage; (viii) use or installation inconsistent with SONIFI documentation and instruction; (ix) use of parts or peripherals not recommended or approved by SONIFI; (x) damage caused by servicing not authorized by SONIFI; (xi) damage caused by computer or Internet viruses, bugs, worms, Trojan horses, malware or cancelbots; (xii) cable cuts caused by third parties, the Company and/or its directors, officers, employees, agents, contractors, affiliates, invitees or guests; (xiii) changes in Company equipment at the Premises, such as televisions or the property management system; (xiv) any damage, problem or defect caused by Company’s movement or replacement of televisions or terminal devices; (xv) firmware updates for Internet routers, wireless access points, televisions, set-top boxes and set-back devices; (xvi) any damage, problem, defect, Equipment modification, Equipment upgrade or hardware addition necessitated or caused by Company’s remodeling, reduction or addition of guest rooms; (xvii) FTG Programming channel line-up management and changes; (xviii) repair and programming of remote controls, including without limitation, battery replacement; (xix) changes to Company’s or the Premises’ name and any and all changes to Company’s Internet service and/or Internet circuit provider(s); (xx) failure of Company directors, officers, employees, agents, contractors and/or subcontractors to communicate with and follow ...
Sample 1See All (4)
AutoNDA by SimpleDocs
Performance Exclusions. (a) Contractor is not authorized to perform the services performed by the root zone maintainer, as such services are contemplated by the RZMA, unless authorized by ICANN. (b) Contractor shall not make changes in the policies and procedures developed by the relevant entities associated with the performance of the IANA Naming Function. (c) The performance of the IANA Naming Function shall not be, in any manner, predicated upon or conditioned by Contractor on the existence or entry into any contract, agreement or negotiation between Contractor and any TLD registry operator or any other third party. Compliance with this Section must be consistent with the SOW.
Sample 1Sample 2
Performance Exclusions. 6.1 Notwithstanding anything to the contrary in this SONIFI Limited Warranty, SONIFI has no obligation to perform any work, warranty service, Update, support, repair, replacement or maintenance associated with Equipment (including Headend Equipment and In-Room Equipment), Documentation and Licensed Software, to the extent that SONIFI determines that a problem or failure is caused by: (a) the acts or omissions of Company or its owners, partners, members, directors, officers, employees, agents, contractors, affiliates, guests or invitees, regardless of whether such acts or omissions are intentional, reckless, or negligent; (b) vandalism, theft or willful or negligent acts or omissions of Company, or any of its owners, partners, members, directors, officers, employees, agents, contractors, affiliates, guests or invitees; (c) Company’s failure to perform its obligations hereunder, including but not limited to following the site specifications in the SOW; (d) Premises renovations; (e) acts or omissions of third parties (other than SONIFI contractors or sub-contractors performing work under the Agreement or on SONIFI’s behalf); (f) changes in Company vendors or other Company agents, including without limitation any and all changes to Company’s Internet service and/or Internet circuit provider(s); (g) equipment, components, parts or software, such as televisions or Internet routers, purchased or licensed from or installed by any person or entity other than SONIFI, SONIFI contractors, SONIFI sub-contractors or an Approved Third-Party Financing Company; (h) misuse; (i) accidental damage, including but not limited to, contact with liquid, extreme heat, or foreign material; (j) limitations of technology; (k) modification, adjustment or alteration of any part of the Headend Equipment, the In-Room Equipment, the Documentation or the Licensed Software without SONIFI’s authorization; (l) unauthorized opening of or tampering with the Headend Equipment or the In-Room Equipment (including, by way of example and not limitation, any attempt to defeat a technical limitation or anti-piracy mechanism); (m) cosmetic damage to the Headend Equipment or the In-Room Equipment; (n) unreasonable or unapproved use or any use or installation inconsistent with Documentation and SONIFI or manufacturer instruction; (o) use of parts or peripherals not recommended or approved by SONIFI; (p) damage caused by servicing not authorized by SONIFI; (q) damage caused by computer or Internet viruses,...
Sample 1
Performance Exclusions. (a) Unless specifically authorized by ICANN in writing, Contractor shall not make modifications, additions or deletions to the root zone file or associated information. (b) Contractor shall not make changes in the policies and procedures developed by the relevant entities associated with the performance of the IANA Naming Function. (c) The performance of the IANA Naming Function shall not be, in any manner, predicated upon or conditioned by Contractor on the existence or entry into any contract, agreement or negotiation between Contractor and any TLD registry operator or any other third party.
Sample 1
Performance Exclusions. If performance of any effort requires the Seller to supply technical support for systems or projects with which the Seller is already directly concerned, either by prime or subcontract, with either another firm, the Government or Northrop Grumman, including, and particularly, the cognizant DoD Program or Project Manager, the Seller shall so immediately inform the Buyer. The specific effort may be withdrawn in writing at the discretion of the Buyer without recourse by the Seller. Such withdrawal shall be final and not subject to the “Disputes” clause of any resulting order.
Sample 1
Performance Exclusions. (a) Unless specifically authorized by ICANN in writing, Contractor shall not make modifications, additions or deletions to the root zone file or associated information. (b) Contractor shall not make changes in the policies and procedures developed by the relevant entities associated with the performance of the IANA Naming Function. (c) The performance of the services under this Agreement, shall not be, in any manner, predicated upon or conditioned by Contractor on the existence or entry into 1 Note to CWG: The reference to the Root Zone Maintainer included in Section C.7.2 of ICANN’s IANA contract with the DOC has been deleted because ICANN will enter into a separate agreement with the Root Zone Maintainer, which will specify each party’s obligations related to performance of the Root Zone Maintainer role. any contract, agreement or negotiation between Contractor and any TLD registry operator requesting such changes or any other third-party.
Sample 1
Performance Exclusions. The parties recognize that continuing to be competitive in performance, delivery, quality and technology is essential for this long-term association to exist. If Purchaser reasonably demonstrates to Seller that a particular Product is not a competitive value in performance, delivery, technology, order flexibility and/or quality with other equivalent parts of equivalent value, usage or availability in the world, then Seller agrees to provide an action plan and timetable [***] to make such Product competitive. If the plan fails to make the Product competitive, Purchaser may serve notice that the non-competitive Product is considered out of scope and shall therefore be a candidate for re-sourcing. Purchaser agrees that prior to exercising its option, it will consider, in good faith, any proposal by Seller to make the Product competitive. If Seller is not competitive on this new business, Purchaser shall ensure Seller is given an opportunity to close the competitive gap prior to making an award decision. Portions of this exhibit were omitted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Such portions are marked by [***].
Sample 1
AutoNDA by SimpleDocs

Related to Performance Exclusions

  • Service Exclusions All of an Employee's years of Service with the Employer shall be counted to determine the vested interest of such Employee except:

  • Performance Excused The Affected Party, to the extent rendered unable to perform its obligations or part thereof under this Agreement as a consequence of the Force Majeure Event shall be excused from performance of the obligations. Provided that, the excuse from performance shall be of no greater scope and of no longer duration than is reasonably warranted by the Force Majeure Event. Provided further, nothing contained herein shall absolve the Affected Party from any payment obligations accrued prior to the occurrence of the underlying Force Majeure Event.

  • Performance Expectations The Charter School’s performance in relation to the indicators, measures, metrics and targets set forth in the CPF shall provide the basis upon which the SCSC will decide whether to renew the Charter School’s Charter Contract at the end of the charter term. This section shall not preclude the SCSC from considering other relevant factors in making renewal decisions.

  • Performance Measurement The Uniform Guidance requires completion of OMB-approved standard information collection forms (the PPR). The form focuses on outcomes, as related to the Federal Award Performance Goals that awarding Federal agencies are required to detail in the Awards.

  • Ongoing Performance Measures The Department intends to use performance-reporting tools in order to measure the performance of Contractor(s). These tools will include the Contractor Performance Survey (Exhibit H), to be completed by Customers on a quarterly basis. Such measures will allow the Department to better track Vendor performance through the term of the Contract(s) and ensure that Contractor(s) consistently provide quality services to the State and its Customers. The Department reserves the right to modify the Contractor Performance Survey document and introduce additional performance-reporting tools as they are developed, including online tools (e.g. tools within MFMP or on the Department's website).

  • Performance Targets Threshold, target and maximum performance levels for each performance measure of the performance period are contained in Appendix B.

  • Performance Measure Grantee will adhere to the performance measures requirements documented in

  • Performance Metrics The “Performance Metrics” for the Performance Period are: (i) the JD Power Residential National Large Segment Survey for investor-owned utilities; (ii) the System Average Interruption Frequency Index (Major Events Excluded) (“XXXXX”); (iii) Arizona Public Service Company’s customer to employee improvement ratio; (iv) the OSHA rate (All Incident Injury Rate); (v) nuclear capacity factor; and (vi) coal capacity factor. (1) With respect to the Performance Metric described in clause (i) of this Subsection 6(a), the JD Power Residential National Large Segment Survey will provide data on an annual basis reflecting the Company’s percentile ranking, relative to other participating companies. (2) With respect to the Performance Metric described in clause (ii) of this Subsection 6(a), the Edison Electric Institute (“EEI”) will provide data on an annual basis regarding the XXXXX result of the participating companies; the Company will calculate its XXXXX result for the year in question and determine its percentile ranking based on the information provided by EEI. (3) With respect to the Performance Metric described in clause (iii) of this Subsection 6(a), SNL, an independent third party data system, will provide data on an annual basis regarding the customer and employee counts; the Company will use its customer and employee counts for the year in question and determine its percentile ranking based on the information provided by SNL. Only those companies whose customers and employees were included in the data provided by SNL in each of the years of the Performance Period will be considered. (4) With respect to the Performance Metric described in clause (iv) of this Subsection 6(a), EEI will provide data on an annual basis regarding the OSHA rate of the participating companies; the Company will calculate its OSHA rate for the year in question and determine its percentile ranking based on the information provided by EEI. (5) With respect to the Performance Metric described in clause (v) of this Subsection 6(a), SNL will provide data on an annual basis regarding the nuclear capacity factors of the participating nuclear plants; the Company will calculate its nuclear capacity factor for the year in question and determine its percentile ranking based on the information provided by SNL. Only those plants that were included in the data provided by SNL in each of the years of the Performance Period will be considered. (6) With respect to the Performance Metric described in clause (vi) of this Subsection 6(a), SNL will provide data on an annual basis regarding the coal capacity factors of the participating coal plants; the Company will calculate its coal capacity factor for the year in question and determine its percentile ranking based on the information provided by SNL. Only those plants that were included in the data provided by SNL in each of the years of the Performance Period will be considered. (7) The Company’s percentile ranking during the Performance Period for each Performance Metric will be the average of the Company’s percentile ranking for each Performance Metric during each of the three years of the Performance Period (each, an “Average Performance Metric”); provided, however, that if the third year of a Performance Metric is not calculable by December 15 of the following year, the Performance Metric shall consist of the three most recent years for which such Performance Metric is calculable. The Company’s “Average Performance,” for purposes of determining any Base Grant adjustments pursuant to Subsection 5(b) above will be the average of the Average Performance Metrics. If only quartile, rather than percentile, rankings are available for a particular Performance Metric, the Average Performance Metric for any such Performance Metric shall be expressed as a percentile. For example, if the Performance Metric was in the top quartile for two Performance Periods and in the lowest quartile in the other Performance Period, the average of these quartiles would be 3 (the average of 4, 4, and 1) and the Average Performance Metric would be the 75th percentile (3 /4). The calculations in this Subsection 6(a)(7) will be verified by the Company’s internal auditors. (8) If either EEI or SNL discontinues providing the data specified above, the Committee shall select a data source that, in the Committee’s judgment, will provide data most comparable to the data provided by EEI or SNL, as the case may be. If the JD Power Residential National Large Segment Survey for investor-owned utilities (or a successor JD Power survey) is not available during each of the years of the Performance Period, the Performance Metric associated with the JD Power Residential Survey (Subsection 6(a)(1)) will be disregarded and not included in the Company’s Average Performance for purposes of determining any Base Grant adjustments pursuant to Subsection 5(b).

  • Performance Levels (a) The Performance Levels which apply to the performance by the respective Parties of their obligations under this Agreement are set out in Part 1 of Schedule 5. A failure by either Party to achieve the relevant Performance Level will not constitute a breach of this Agreement and the only consequences of such failure as between the Parties shall be the consequences set out in this Clause 5.6. (b) If the Operator does not comply with the Operator Performance Level then the Access Holder must pay to QR Network the amount determined in accordance with Schedule 5 as part of the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following QR Network becoming entitled to that amount. Where there is no next Billing Period, the Operator must pay such amount to QR Network within fourteen (14) days after receipt of a Tax Invoice from QR Network. (c) If QR Network does not comply with the QR Network Performance Level then QR Network will credit to the Access Holder the amount determined in accordance with Schedule 5 by way of a deduction from the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following the Access Holder becoming entitled to that amount. Where there is no next Billing Period, QR Network must pay such amount to the Access Holder within fourteen (14) days after receipt of a Tax Invoice from the Access Holder. (d) The Parties must, if requested by either Party, meet to review the Performance Levels subject to such review not occurring within six (6) Months after the Commitment Date or any previous review of the Performance Levels. If either Party notifies the other that it considers that the Performance Levels are no longer appropriate, the Parties may agree on varied Performance Levels and any associated variations to the Agreement including the Base Access Charges and the Train Service Description. If the Parties are unable to agree to such variations, then the existing Performance Levels shall continue to apply unless varied by QR Network in accordance with the provisions of Clause 5.6(e). (e) In the event that the Access Holder and/or the Operator (i) does not comply in any material respect with the Train Service Description; and (ii) the Access Holder fails to demonstrate to the reasonable satisfaction of QR Network when requested to do so, that the Access Holder will consistently comply with the Train Service Description for the remainder of the Term then, following consultation with the Access Holder, QR Network will be entitled to: (iii) vary the Train Service Description to a level it reasonably expects to be achievable by the Access Holder for the remainder of the Term having regard to the extent of previous compliance with the Train Service Description (ignoring, for the purpose of assessing previous compliance, any non-compliance to the extent that the non-compliance was attributable to a Railway Operator (other than the Access Holder) or to QR Network); and (iv) vary the Agreement (including, without limitation, the Operator Performance Level and the Base Access Charges) to reflect the impact of the change in the Train Service Description. (f) The Access Holder shall be entitled to dispute any variation proposed by QR Network pursuant to Clause 5.6(e) and such dispute will be referred to an expert for resolution in accordance with Clause 17.3.

  • Usage Measurement Usage measurement for calls shall begin when answer supervision or equivalent Signaling System 7 (SS7) message is received from the terminating office and shall end at the time of call disconnect by the calling or called subscriber, whichever occurs first.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!