Relief Event. If, and to the extent, BNY Mellon’s performance of an obligation pursuant to the Agreement is (1) prevented or delayed by the failure of Voya or any Voya Agent(s) to timely perform any of their obligations pursuant to the Agreement, (2) inaccurate due to the inaccuracy or incompleteness of Voya Data or Third Party Data (except to the extent such inaccurate or incomplete Third Party Data originates with a BNY Mellon Agent), then BNY Mellon shall be excused for such non-performance (or inaccurate performance) of its obligation and shall not be in breach of the Agreement or subject to liability under the Agreement for as long as such non-performance by Voya or such Voya Agent(s) continues or to the extent BNY Mellon’s inaccurate performance is the result of such inaccurate or incomplete Voya Data or Third Party Data (a “Relief Event”); provided that BNY Mellon (a) uses commercially reasonable efforts to mitigate the impact of such Relief Event, (b) continues to use commercially reasonable efforts (including emergency fixes and work-arounds) to perform such obligation, and (c) provides Voya notice of such non-performance by Voya as soon as is reasonably practicable after BNY Mellon knows of such non-performance or knows of such inaccurate or incomplete Voya Data or Third Party Data, but in no event later than 72 hours after actual discovery of such non-performance or inaccurate or incomplete Voya Data or Third Party Data, describing in reasonable detail the nature of such non-performance.
Relief Event. Cognizant Group shall be excused for its non-performance of an obligation under this Agreement for as long as, and to the extent, Cognizant Group’s performance of such obligation is directly prevented by (1) the failure of NAIC Group or an NAIC Agent to perform any of its obligations under this Agreement (including, subject to a root cause analysis, a failure of a system provided by NAIC Group or an NAIC Agent to perform in accordance with the requirements set forth in an SOW, provided such failure is not due to an act or omission of Cognizant or its Affiliates); (2) a written or electronic agreement between the Cognizant Service Delivery Executive and NAIC Senior Executive to re-direct resources or priorities other than in the ordinary course of the Services (provided, however, that the Cognizant Service Delivery Executive notifies the NAIC Senior Executive prior to such agreement that such re-direction or re-prioritization shall cause such non-performance); or (3) incorrect or incomplete information provided by a third party that could not have been identified as incorrect or incomplete in connection with Cognizant Group’s performance of the Services or the exercise of reasonable judgment (a “Relief Event”); provided, however, that Cognizant Group (a) demonstrates the basis for the Relief Event was the primary cause of such non-performance, (b) uses commercially reasonable efforts to mitigate the impact of such Relief Event, (c) continues to use commercially reasonable efforts (including emergency fixes and workarounds) to perform such obligation and (d) provides NAIC Group notice of such non-performance describing in reasonable detail the nature of such non-performance as soon as possible after Cognizant Group (i) knows of such non-performance, but in no event later than one Business Day after Cognizant Group has such knowledge or (ii) should have known of such non-performance in which case Cognizant Group shall not be excused until after it provides notice of the non-performance.
Relief Event. In the event that there shall be a Relief Event and a Party claiming the Relief Event uses commercially reasonable efforts to mitigate the consequences of any time delay resulting therefrom (including, where possible, establishing a contingency plan on commercially reasonable terms which will allow such Party’s normal operations to be resumed within a reasonable time thereafter) and shall have provided Notice to either of the Owner or the Project Manager, as the case may be, with respect to the occurrence of the Relief Event within seven (7) days of its occurrence, the Project Manager or the Owner, as the case may be, shall be entitled to an extension of time with respect to the obligations of the Project Manager or the Owner, as the case may be, directly and adversely affected by the Relief Event equal to the time during which the Relief Event occurred.
Relief Event. (a) Subject to Section 3(e) and Section 6(c) of this Schedule, to the extent, and for so long as, a New Line prevents, hinders or delays Project Co’s performance of the Project Work (including the Services) Project Co may claim a Relief Event in accordance with Section 13.4 [Procedure on Relief Event] of the Agreement.
Relief Event. 14.1 AS will not be in breach of this Agreement to the extent its failure to perform an obligation under this Agreement is a result of a Relief Event.
14.2 If a Relief Event occurs AS shall use reasonable endeavours to continue to perform the Services without incurring any additional direct costs. To the extent AS incurs any additional costs in performing the Services as a result of any Relief Event it shall be entitled to recover such additional costs from Customer.
Relief Event. 15.3.1 The Project Co shall be entitled to request relief from performance of its obligations pursuant to Clause 15.2, to the extent that its ability to perform the same is adversely affected by any Relief Event. Any such request shall be made by service of a notice on the Trust’s Works Adviser within five Working Days of the Project Co becoming aware of the relevant Relief Event or, if later, of its failure to perform. Such initial notice shall give sufficient details as are necessary to identify the particular event claimed to be a Relief Event and shall, within a further five Working Days, be followed by a further notice from the Project Co to the Trust’s Works Adviser containing such relevant information relating to the Relief Event and/or any failure to perform as is available to the Project Co, including:
(A) full details of the Relief Event, including its nature, the date of its occurrence and its duration;
(B) the effect of the Relief Event on the Project Co’s ability to perform its obligations pursuant to Clause 15.2, including details of the relevant Works, the precise effect on their reinstatement and the likely duration of that effect; and
(C) an explanation of any measures that the Project Co proposes or intends to adopt to mitigate the consequences of the Relief Event, save to the extent that it is not practicable to take mitigating action.
15.3.2 If, following the issue of any notice pursuant to Clause 15.3.1, the Project Co receives or becomes aware of any further information relating to the Relief Event and/or any failure to perform, it shall submit such further information to the Trust’s Works Adviser as soon as possible. The Trust’s Work Adviser may request from the Project Co any further information which the Trust’s Works Adviser may reasonably require to fulfil its obligations under Clause
15.3.3 and the Project Co shall supply the same within a reasonable period after such request.
Relief Event. Customer acknowledges and agrees that there may be instances in which Provider will be unable to perform the Services without assistance from Customer. Consequently, Customer will provide to Provider, in a timely manner, such resources specified in each SOW, to enable Provider to perform the Services. Examples of such resources may include connectivity support, documentation, knowledge base, hardware, software, support personnel and trainers. Failure of Customer to provide any such assistance or resources specified in the applicable SOW will not constitute a breach by Customer or Customer Default but will merely be a Relief Event to the extent, and only for so long as, such failure persists and actually causes Provider to be unable or impairs Provider’s ability to provide the affected Services. Provider shall be obligated to perform any Services which are unaffected by such failure on the part of Customer, and Provider shall continue to provide even affected Services to the maximum extent that it is feasible to do so. Any resources not specifically identified in a SOW as Customer’s responsibility to obtain or provide shall be deemed to be Provider’s responsibility.
Relief Event. If, and to the extent, Milliman Group’s performance of an obligation under this Agreement is directly prevented by the failure of Voya Group to perform any of its obligations under this Agreement, then Milliman Group shall be excused for its non-performance of its obligation for as long as, and to the extent that, such non-performance by Voya Group continues (a “Relief Event”); provided, however, that Milliman Group (1) demonstrates that any such non-performance by Voya Group was the cause of such Relief Event, (2) mitigates the impact of such Relief Event, (3) continues to use commercially reasonable efforts (including emergency fixes and workarounds) to perform such obligation and (4) provides Voya Group notice of such non-performance by Voya Group as soon as reasonably possible after Milliman Group knows or should have known of such non-performance, describing in reasonable detail the nature of such non-performance.
Relief Event. If, as a direct result of the occurrence of a Relief Event, NBPco is prevented from carrying out its obligations under this Agreement (including by being prevented from meeting a Milestone Date), then NBPco is entitled to apply for relief in accordance with the provisions of this Clause 18 (Relief Event).
Relief Event. Mitigation and Process Where the City or DB Co is affected by a relief event, such party shall take commercially reasonable steps to mitigate the consequences of the relief event upon the performance of its obligations, shall resume performance of its obligations affected by the relief event as soon as practicable and shall use commercially reasonable efforts to remedy its failure to perform. Failure to comply with the obligation to mitigate shall be taken into account in determining the party’s entitlement to relief. Force Majeure Force majeure means any of the following events or circumstances, including, but not limited to, the following examples, which directly causes either the City or DB Co to be unable to perform all or a material part of its obligations under the Project Agreement: • war, civil war, armed conflict, terrorism, acts of foreign enemies or hostilities; • nuclear or radioactive contamination, unless DB Co or any DB Co party is the source or cause of the contamination; • chemical or biological contamination; • pressure waves; or • the discovery of any species-at-risk, fossils, artifacts and other objects having artistic, historic, archaeological or monetary value, including human remains and burial sites, which mandate the abandonment of the works. The Party claiming relief shall be relieved from liability under this Project Agreement to the extent that, by reason of the Force Majeure, it is not able to perform its obligations under this Project Agreement. DB Co will be compensated for a force majeure event resulting in the termination of the Project Agreement in accordance with Schedule 23 – Compensation on Termination. In addition, DB Co will be compensated for a force majeure that becomes a delay event prior to the substantial completion date by an amount equal to the debt service amount accrued and paid or which became payable during the period of delay by DB Co to the relevant lenders which, but for the delay event, would not have been paid by DB Co or any DB Co party to the relevant lenders.
