STEP-IN Sample Clauses

STEP-IN. 1.1 If: 1.1.1 any default or non-performance by the Service Provider occurs and as a result, the performance of any business critical service is prevented, hindered, degraded or delayed for more than two (2) consecutive days; 1.1.2 the Service Provider is excused from the performance of the Services pursuant to a Force Majeure Event; 1.1.3 a Regulator requires the Customer to do so; or 1.1.4 the circumstances in paragraph 13.1 of Schedule 15 (Exit) occur, then, without limiting any other rights it may have, the Customer may take control of the part of the Services affected by the Service Provider default or non-performance, or the Force Majeure Event and in the case of clause 32.1.3, the Customer shall take control of the part of the Services affected by the regulatory direction (in each case, "Step In") for a maximum period of two (2) months after which the Customer shall either terminate this Agreement pursuant to any rights to do so hereunder it may have or allow the Service Provider to resume performance of the relevant Service. 1.2 In exercising its rights of Step In the Customer may perform any act that the Customer deems reasonably necessary in order to restore the Services (including by engaging a third party service provider) or may direct the Service Provider to procure those Services from a third party supplier provided that the Customer: (i) complies with the Service Provider's reasonable security and confidentiality policies as notified to the Customer; (ii) procures that any third party that it engages signs an Agreed Form NOA, with an obligation to erect "ethical" walls within its own organisation to protect the Service Provider's confidentiality, if the third party stepping in is a competitor of the Service Provider; (iii) does not have unsupervised access to the Service Provider's facilities and shared computing environment; and (iv) does not require the Service Provider to disclose its commercially sensitive information to any third party. 1.3 Where a third party supplier is engaged in connection with a Step In, the Service Provider shall be liable for the payment of the difference between the sums that would have been paid to the Service Provider for the provision of those Services and the sums payable to the third party supplier for performing the same for as long as the failure to perform continues (save for where the Step In is a result of a Force Majeure Event), and the Customer shall not be charged for Services that are not provided...

STEP-IN. ‌ 4.1 Step-In Notice‌ Subject to Section 4.3 and without prejudice to the Security Trustee’s rights under the Security Documents, the Agent may give the Authority a notice (a “Step-In Notice”) at any time during an Indicative Notice Period or a Termination Notice Period, as the case may be.

STEP-IN. 43.1 Step In (a) Without prejudice to the powers of the Authority under section 56 of the 2008 Act, if, in the reasonable opinion of the Authority, the Operator fails materially or refuses to provide the Services in accordance with this Agreement, the Authority may (acting reasonably) by notice in writing to the Operator: (i) require the Operator to remedy its failure or refusal to provide the Services within such timeframe as may be specified by the Authority (being not less than fifteen (15) Business Days); and (ii) increase the level of its monitoring of the Operator or, at the Authority’s option, the Operator’s monitoring of its performance of its obligations under this Agreement until such time as the Operator shall have demonstrated to the reasonable satisfaction of the Authority that it will perform, and is capable of performing, its obligations under this Agreement. (b) If the Operator does not remedy its failure or refusal to provide the Services within the timeframe specified in the notice referred to in clause 43.1(a), the Authority may: (i) step in and provide, or procure the provision on its behalf of all or part of the Services (a “General Step In”); and (ii) where the failure or refusal to provide the Services in the Authority’s opinion affects the provision of the Services only on a particular Route or Route(s), step in and provide, or procure the provision on its behalf of, the Services on such Route(s) (a “Route-Specific Step In”). Both General Step In and Route Specific Step In shall constitute a “Step In” for the purposes of this Agreement. (c) In the event that the Authority exercises its rights under clause 43.1(b): (i) the Operator shall indemnify and keep indemnified the Authority at all times from and against all reasonable costs and expenses (if any) incurred directly or indirectly by or on behalf of the Authority in relation to such Step In (including an appropriate sum in respect of general staff costs and overheads); (ii) the Authority may deduct any costs and expenses incurred from any monies due or which may become due to the Operator or may invoice the Operator for such sums; and (iii) the Operator shall give all reasonable co-operation to the Authority to ensure a smooth transition to enable the Authority to provide or procure the provision on its behalf of part or all of the Services with no degradation of the standard of Services. (d) The provision of part or all of the Services by the Authority in accordance with this cl...

STEP-IN. 26.1 If the Authority reasonably believes that it needs to take action in connection with the Services: 26.1.1 because a serious risk exists to the health or safety of persons or property or to the environment; and/or 26.1.2 to discharge a statutory duty, then the following provisions will apply. 26.2 The Authority will provide notice to the Contractor in writing of the following: 26.2.1 the action it wishes to take; 26.2.2 the reason for such action; 26.2.3 the date it wishes to commence such action; 26.2.4 the time period which it believes will be necessary for such action; and 26.2.5 to the extent practicable, the effect on the Contractor and its obligations to provide the Services during the period such action is being taken. 26.3 Following service of the notice required in Clause 26.2, the Authority or a third party appointed by the Authority for the purpose will take such action as is notified under these provisions and any consequential additional action as the Authority reasonably believes is necessary (the “Required Action”) and the Contractor will give all reasonable assistance to the Authority or such third party while it is taking such Required Action (such assistance to be at the expense of the Authority). 26.4 For so long as and to the extent that the Required Action is taken, and this prevents the Contractor from providing any part of the Services, the Contractor will be relieved from its obligations to provide such part of the Services and the Authority will not be liable to pay the Contract Price for such part of the Services (except to the extent that the Authority will pay the Contractor for the assistance it provides in accordance with Clause 26.3).

STEP-IN. If Nuvectis elects not to prosecute or maintain any part of the Licensed Patents and/or Additional Licensed Patents or not to file a Patent application, in any Target Patent Country, it shall give University no less than [***] written notice of its intention together with all information necessary to enable University to determine whether to maintain or file such Patent or Patent application. During that [***] notice period, Nuvectis shall retain the responsibility for the prosecution and maintenance of the Licensed Patents and/or Additional Licensed Patents identified in such notice (each, an “Abandoned Patent”). From the date of expiry of such notice: 6.2.1 Nuvectis shall cease to be licensed under the Patents identified in the notice and such Patents shall be deemed to be removed from the definition of Licensed Patents and/or Additional Licensed Patents; 6.2.2 Nuvectis shall, at University’s request, promptly transfer a copy to University of any and all documents and information in Nuvectis’s control and possession relating to the Abandoned Patents (subject to any redactions relating to Patents other than the Abandoned Patents); and 6.2.3 University may prosecute or abandon the Abandoned Patents at University’s sole discretion, cost and expense and grant rights under the Abandoned Patents to any person without further reference to Nuvectis.

STEP-IN. In the event the Step-In Notice is given by Buyer pursuant to subsection 13.04(a)(1) or (2) above, Buyer at its option shall have the right to succeed to all right, title, and interest of Seller in and to the Dedicated Lignite and all mining equipment, permits, rights and other assets for the Mine, and, if elected by Buyer in its Step-In Notice, that portion of the Mine which is necessary for producing the Dedicated Lignite. For all mining equipment, permits, rights, or other assets to which Buyer shall take title pursuant to a Step-In Notice pursuant to subsection 13.04(a)(1) or (2) above, Buyer will pay Seller the Fair Market Value thereof, less any damages or costs incurred by Buyer as a result of Seller's default as of the date of Buyer's Step-In. The Fair Market Value of any property as of any date shall mean the cash price obtainable in an arm's length sale between an informed and willing buyer (under no compulsion to purchase) and an informed and willing seller (under no compulsion to sell), for the property in question. Such price may be established by a bona fide offer to Seller for the purchase of such property which Seller is willing to accept or by mutual agreement of the Parties. If Fair Market Value cannot be established by the process described above, such Fair Market Value shall be the value determined in accordance with a procedure ("Appraisal Procedure") whereby two independent appraisers, one chosen by Buyer and one by Seller, shall mutually agree upon the Fair Market Value determination described herein. Buyer and Seller shall each deliver a written notice to the other appointing its appraiser within fifteen (15) Days after one Party has notified the other Party of its desire to utilize the Appraisal Procedure to establish a Fair Market Value. If, within thirty (30) Days after their appointment, the two appraisers are unable to agree to the Fair Market Value, a third independent appraiser shall be chosen within ten (10) Days thereafter by the mutual consent of such first two appraisers. However, if such first two appraisers fail to agree upon the appointment of a third appraiser, such appointment shall be made by the AAA, or any successor organization thereof, and shall be a disinterested person qualified in the matter to be determined. The three appraisers shall make the determination of Fair Market Value in accordance with the rules of the AAA or any such successor then in effect, and such determination shall be binding and conclusive...

STEP-IN. If Rivtow receives a notice from the Customer that the Customer elects to exercise its step-in rights, the Trust Manager must take all reasonable steps to assist Rivtow and the Customer or their nominees.

STEP-IN. 4.1 Step-In Notice

STEP-IN. If any Service Disruption occurs, Company may, at its option and without prejudice to any other rights or remedies under this Agreement or the relevant Order, undertake one or more of the following (each a “Step-In”): (i) Where Company considers it necessary to do so, in its reasonable business judgment, suspend Provider’s right and obligation to provide any or all of the Services; and/or (ii) Itself provide, and/or engage a replacement service provider to provide any or all of the disrupted Services; and/or (iii) Locate one or more Company Personnel in any Agreed Service Location to work with the relevant Provider Personnel and to oversee and manage the provision of all or any Services.

STEP-IN. 31.1 The Caterer acknowledges that: 31.1.1 the Grantor and/or the Operator may take action in accordance with this Clause 31 (Step- In) in connection with any or all parts of the Catering Services because a serious risk exists to the health or safety of persons or property or to the environment; 31.1.2 the Grantor may take action in accordance with this Clause 31 (Step-In) in connection with any or all parts of the Catering Services because the Caterer fails to comply with its obligations in or incorporated into this Agreement in relation to the requirements of any Primary User, Major Sporting Event or any other Event; or 31.1.3 the Operator may take action in accordance with this Clause 31 (Step-In) in connection with any or all parts of the Catering Services because there is a material failure by the Caterer to comply with its obligations in or incorporated into this Agreement in relation to the requirements of any Primary User, Major Sporting Event or any other Event (and for the avoidance of doubt, material failure includes where the Operator reasonably believes that the Grantor will exercise its rights to take action pursuant to Clause 31 of the Operator Agreement), in each case such action being "Required Action". 31.2 The Operator shall notify the Caterer if the Grantor and/or the Operator takes Required Action and the Caterer shall give the Grantor and/or the Operator such assistance as the Grantor and/or the Operator may reasonably require while it is taking the Required Action. 31.3 On completion of any Required Action, the Operator shall notify the Caterer by written notice as soon as reasonably practicable that the Caterer shall resume provision of the Catering Services in relation to that part of the Catering Services affected by the Required Action.