Common use of Remedial Acts Clause in Contracts

Remedial Acts. In the event (i) Supplier’s ongoing use of the Gap Infringement Trigger, or any part thereof, is the subject of any action by a third party arising from a Gap Infringement Claim that would preclude or impair Supplier’s use of the Gap Infringement Trigger as provided for under this Agreement, or any part thereof, (e.g., an injunction prohibiting or limiting use), or (ii) if Supplier’s continued use of the Gap Infringement Trigger as provided for under this Agreement, or any part thereof, may subject it to damages or statutory penalties, Supplier shall give prompt written notice to Gap of such fact(s). Upon notice of such facts, Gap shall use commercially reasonable efforts to: (i) procure the right for Supplier to continue to use the Gap Infringement Trigger, or part thereof, or (ii) replace or modify the Gap Infringement Trigger, with another system or components of comparable quality and performance capabilities to become non-infringing. If Gap fails to complete the remedial acts set forth above within sixty (60) days of the date of the written notice from Supplier, and Supplier’s ongoing use of the Gap Infringement Trigger remains impaired, Supplier shall have the right to take such remedial acts that are commercially reasonable to mitigate any impairment of its use of the Gap Infringement Trigger (hereafter referred to as “Supplier’s Remedial Acts”). Gap shall pay Supplier for all documented commercially reasonable amounts paid by Supplier to implement Supplier’s Remedial Acts. Failure by Gap to pay such amounts within forty-five (45) days of invoice by Supplier shall, in addition to, and cumulative to all other remedies available to Supplier under this Agreement, entitle Supplier to exercise the payment escalation rights under Section 27.1 (Invoices and Payments – General).

Remedial Acts. In the event (i) SupplierGap’s ongoing use of the Gap Supplier Infringement Trigger, or any part thereof, is the subject of any action by a third party arising from a Gap Supplier Infringement Claim that would preclude or impair SupplierGap’s use of the Gap Supplier Infringement Trigger as provided for under this Agreement, or any part thereof, (e.g., an injunction prohibiting or limiting use), or (ii) if SupplierGap’s continued use of the Gap Supplier Infringement Trigger as provided for under this Agreement, or any part thereof, may subject it to damages or statutory penalties, Supplier Gap shall give prompt written notice to Gap Supplier of such fact(s). Upon notice of such facts, Gap Supplier shall use commercially reasonable efforts to: (i) procure the right for Supplier Gap to continue to use the Gap Supplier Infringement Trigger, or part thereof, or (ii) replace or modify the Gap Supplier Infringement Trigger, with another system or components of comparable quality and performance capabilities to become non-infringing. If Gap Supplier fails to complete the remedial acts set forth above within sixty (60) days of the date of the written notice from Supplier, Gap and SupplierGap’s ongoing use of the Gap Supplier Infringement Trigger remains impaired, Supplier Gap shall have the right to take such remedial acts that are commercially reasonable to mitigate any impairment of its use of the Gap Supplier Infringement Trigger (hereafter referred to as “SupplierGap’s Remedial Acts”). Supplier shall credit Gap shall pay Supplier for all documented commercially reasonable amounts paid by Supplier Gap to implement SupplierGap’s Remedial Acts. All such amounts shall be credited to Gap on the monthly invoice immediately following Gap’s demand for such credit. Failure by Gap Supplier to pay credit such amounts within forty-five (45) days of invoice by Supplier as set forth above shall, in addition to, and cumulative to all other remedies available to Supplier Gap under this Agreement, entitle Gap to immediately withhold payments due to Supplier under this Agreement up to exercise the payment escalation rights amount to be credited under Section 27.1 this Section. In the case where there will be no further invoices, Supplier will pay the amount of the credits to Gap within forty-five (Invoices and Payments – General)45) days after (1) the end of the last month of the Term or (2) the effective date of termination or expiration of this Agreement for any reason.

Remedial Acts. In the event ‌ If (iA) SupplierCounty’s ongoing use of the Gap Supplier Infringement Trigger, or any part thereof, is the subject of any action by a third party arising from a Gap Supplier Infringement Claim that would preclude or impair SupplierCounty’s use of the Gap Supplier Infringement Trigger as provided for under this Agreement, or any part thereof, (e.g., an injunction prohibiting or limiting use), or (iiB) if SupplierCounty’s continued use of the Gap Supplier Infringement Trigger as provided for under this Agreement, or any part thereof, may subject it County to damages or statutory penalties, Supplier County shall give prompt written notice to Gap Supplier of such fact(s)facts. Upon notice of such facts, Gap Supplier shall use commercially reasonable efforts to: (iA) procure the right for Supplier County to continue to use the Gap Supplier Infringement Trigger, or part thereof; or, or (iiB) replace or modify the Gap Supplier Infringement Trigger, with another system or components of comparable quality and performance capabilities to become non-infringing. If Gap Supplier fails to complete the remedial acts set forth above within sixty (60) days of Calendar Days after the date of the written notice from Supplier, County and SupplierCounty’s ongoing use of the Gap Supplier Infringement Trigger remains impaired, Supplier County shall have the right to take such remedial acts that are commercially reasonable to mitigate any impairment of its use of the Gap Supplier Infringement Trigger (hereafter referred to as “Supplier’s County Remedial Acts”). Gap Supplier shall pay Supplier credit County for all documented commercially reasonable amounts paid and direct and indirect costs incurred by County to implement any County Remedial Acts. All such amounts shall be credited to County on the monthly invoice immediately following County’s demand for such credit. Failure by Supplier to implement Supplier’s Remedial Acts. Failure by Gap to pay credit such amounts within forty-five (45) days of invoice by Supplier as set forth above shall, in addition to, and cumulative to of, all other remedies available to Supplier County under this Agreement, entitle County to immediately withhold payments due to Supplier under this Agreement up to exercise the payment escalation rights under Section 27.1 amount paid in connection with County Remedial Acts. In the case where there will be no further Invoices, Supplier will pay the amount of the credits to County within forty-five (Invoices and Payments – General)45) Calendar Days after (i) the end of the last month of the Term, or (ii) the effective date of termination or expiration of this Agreement for any reason.