STEP-IN PERIOD Sample Clauses

STEP-IN PERIOD. 6.1 Without prejudice to Clause 3 but subject to Clause 6.2 below, the Lead Authority shall not terminate the Contract during the Step-In Period on grounds: 6.1.1 that the [Agent] has taken any action referred to in Clause 5 or enforced any Security Document(s); or 6.1.2 arising prior to the Step-In Date of which the Lead Authority is aware (having made reasonable enquiry and whether or not continuing at the Step-In Date); or 6.1.3 arising solely in relation to the Contractor, unless, in the case of Clause 6.1.2 above: (A) in respect of the Works the grounds arose prior to the relevant Planned Waste Management Facility Operation Date, and construction is not completed on or before the date falling 12 months after the date on which the Lead Authority would have been entitled to terminate the Contract for non-completion; or (B) in respect of the Services the grounds arose during the Services Period, and neither the Appointed Representative nor the Contractor is using all reasonable endeavours (including implementation of any remedial programme) to remedy any breach of the Contract that: (1) arose prior to the Step-in Date; (2) is continuing (and capable of remedy); and (3) would have entitled the Lead Authority to terminate the Contract. 6.2 The Lead Authority shall be entitled to terminate the Contract by written notice to the Contractor and the Appointed Representative; 6.2.1 if any amount referred to in Clause 3.1.2 (A) has not been paid to the Authority on or before the Step-In Date; 6.2.2 if any amount referred to in Clause 3.1.2 (B) has not been paid on or before the last day of the Required Period; 6.2.3 if amounts, of which the Lead Authority was not aware (having made reasonable enquiry)at the time of the Termination Notice or the Event of Default, subsequently become due and payable and are not discharged on or before the date falling 30 days after the date on which the liability for these amounts is notified to the [Agent]; or 6.2.4 on grounds arising after the Step-In Date in accordance with the terms of the Contract provided that for the purposes of termination under the Contract Warning Notices, Default Notices, Unavailability Deductions and Performance Deductions that arose prior to the Step-In Date shall not be taken into account during the Step-In Period but shall be taken into account after the Step-Out Date. 6.3 The Lead Authority shall deal with the Appointed Representative and not the Contractor during the Step-In Period and with effect ...
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STEP-IN PERIOD. (i) Client may elect to cease exercising its right to Step In at any time during the Step In period by providing a step out notice to Provider and Client’s right to Step In will end, and Client must hand back the responsibility to Provider, when Provider demonstrates to Client’s reasonable satisfaction that Provider is capable of resuming provision of the affected Service in accordance with the requirements of this Agreement (the “Step In Period”). Promptly following the commencement of Step In, Provider shall perform a Root Cause Analysis to determine the cause of the Step In Trigger and reasons for the failure of the Action Plan to remedy the Underlying Problems. Provider will deliver the results of its Root Cause Analysis to Client along with a new Action Plan based on such Root Cause Analysis. The new Action Plan shall be promptly reviewed and discussed first by the Executive Committee and then by the Steering Committee. Following such review and discussion, the Parties shall reasonably agree on the new Action Plan, including objective criteria for determining when the Step In Period will end (the “Step In Exit Criteria”). Client will hand back the responsibility for the affected Services to Provider when Provider demonstrates to the Executive Steering Committee’s approval that the Step In Exit Criteria have been achieved. (ii) In the event that Client or its third party has modified the Services during the Step In Period, Client shall perform, or caused to be performed, reasonable knowledge transfer activities to transition the affected Services back to Provider.
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STEP-IN PERIOD. 6.1. Without limiting clause 3 (Notices of Pre-termination and Existing Liabilities), but subject to clause 6.2, the Municipality shall not terminate the PPP Agreement during the Step-in Period on grounds: 6.1.1. that the Lender has taken any action referred to in clause 5 (Appointed Representative) or enforced any Security Document(s); or 6.1.2. arising prior to the Step-in Date of which the Municipality is aware as at the Step-in Date; or 6.1.3. arising solely in relation to the Private Party, unless, in the case of clause 6.1.2 above: 6.1.4. the grounds arose during the period preceding the Service Period, and Service Commencement does not begin on or before the date falling 2 (two) months after the Long Stop Date (as defined in the PPP Agreement); or 6.1.5. the grounds arose during the Service Period, and neither the Appointed Representative nor the Private Party is using all reasonable endeavours (including implementation of the remedial programme) to remedy the Private Party Default and that Private Party Default is continuing. 6.2. The Municipality shall be entitled to terminate the PPP Agreement by written notice to the Private Party (copied to the Lender and the Appointed Representative): 6.2.1. if any amount which is overdue at the date of the Pre-termination Notice or the date of the Lender's notice of an Enforcement Event and which the Municipality has referred to in the Notice of Existing Liabilities provided in accordance with clause 3.2.1 has not been paid to the Municipality on or before the Step-in Date; 6.2.2. if any amount which falls due at any time during the period referred to in clause
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STEP-IN PERIOD. During a Step-In Period:
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Related to STEP-IN PERIOD

  • Meeting of Shareholders (a) Promptly after the date hereof, the Company shall take all action necessary in accordance with the GBCC and its Articles of Incorporation and by-laws to convene a meeting of shareholders ("Company Shareholders Meeting") to be held as promptly as practicable after the S-4 Registration Statement is declared effective by the SEC for the purposes of voting upon this Agreement and the Merger. Neither the Board of Directors of the Company nor any committee thereof shall, except as required by their fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent, the approval or recommendation by the Board of Directors of the Company or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(a) shall prohibit the Company from making any disclosure to the Company's shareholders if, in the good faith judgment of the Board of Directors of the Company (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties under applicable law. The Company shall deliver to Parent, concurrent with the execution and delivery of this Agreement, the Voting Agreement executed by Szlam. (b) If necessary, Parent shall take all action necessary in accordance with the DGCL and its Certificate of Incorporation and by-laws to convene a meeting of stockholders (the "Parent Stockholders Meeting") to be held as promptly as practicable after the S-4 Registration Statement is declared effective by the SEC for the purposes of voting upon this Agreement and the Merger. Neither the Board of Directors of Parent nor any committee thereof shall, except as required by their fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Company, the approval or recommendation by the Board of Directors of Parent or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(b) shall prohibit Parent from making any disclosure to Parent's stockholders if, in the good faith judgment of the Board of Directors of Parent (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties under applicable law.

  • Final Meeting The goal of this subtask is to complete the closeout of this Agreement. • Meet with Energy Commission staff to present project findings, conclusions, and recommendations. The final meeting must be completed during the closeout of this Agreement. This meeting will be attended by the Recipient and CAM, at a minimum. The meeting may occur in person or by electronic conferencing (e.g., WebEx), with approval of the CAM. The technical and administrative aspects of Agreement closeout will be discussed at the meeting, which may be divided into two separate meetings at the CAM’s discretion. o The technical portion of the meeting will involve the presentation of findings, conclusions, and recommended next steps (if any) for the Agreement. The CAM will determine the appropriate meeting participants. o The administrative portion of the meeting will involve a discussion with the CAM and the CAO of the following Agreement closeout items:  Disposition of any state-owned equipment.  Need to file a Uniform Commercial Code Financing Statement (Form UCC-1) regarding the Energy Commission’s interest in patented technology.  The Energy Commission’s request for specific “generated” data (not already provided in Agreement products).  Need to document the Recipient’s disclosure of “subject inventions” developed under the Agreement.  “Surviving” Agreement provisions such as repayment provisions and confidential products.  Final invoicing and release of retention. • Prepare a Final Meeting Agreement Summary that documents any agreement made between the Recipient and Commission staff during the meeting.

  • Deadlock Unless otherwise expressly set forth herein, in the event the Members are unable to reach agreement on or make a decision with respect to any matter on which the Members are entitled to vote, the matter shall be subject to the Internal Dispute Resolution Procedure described in Article 13 hereof.

  • Initial Meeting (a) The parties must meet within 10 Business Days after the date of delivery of the dispute notice and attempt to resolve the dispute. (b) Each party must use its best endeavors to resolve the dispute and act in good faith.

  • Right to Convene Meeting The Trustee or the Corporation may at any time and from time to time, and the Trustee shall, on receipt of a Written Direction of the Corporation or a written request signed by the holders of not less than 25% of the principal amount of the Debentures then outstanding and upon receiving funding and being indemnified to its reasonable satisfaction by the Corporation or by the Debentureholders signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Debentureholders. In the event of the Trustee failing, within 30 days after receipt of any such request and such funding of indemnity, to give notice convening a meeting, the Corporation or such Debentureholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Calgary or at such other place as may be approved or determined by the Trustee.

  • Meeting Attendance The Contractor shall attend such meetings of the Town relative to the Scope of Work set forth in Exhibit A as may be requested by the Town. Any requirement made by the named representatives of the Town shall be given with reasonable notice to the Contractor so that a representative may attend.

  • Annual Meeting An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and at such time as may be fixed by the board of directors.

  • Beginning (i) no earlier than eleven (11) weeks before the expected birth date, and (ii) no later than the actual birth date, and

  • Meeting Rooms In accordance with Hospital policy, the Union may use designated meeting rooms of the Employer for meetings of the Local Unit, provided sufficient advance request for meeting facilities is made to the Director, Employee and Labor Relations, or designee, and space is available.

  • Meeting of the Board of Directors The Board of Directors of the Company may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Director by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Directors.

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