Common use of Remedial Acts Clause in Contracts

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

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

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