Step-In Rights Sample Clauses

Step-In Rights. 11.1 Without prejudice to the provisions of Schedule 4 (Performance Management) or to any remedy that the Authority may have (whether under this Agreement or otherwise): 11.1.1 where the Authority reasonably believes that the Operator’s failure to provide any part of the Services to the relevant Service Level or otherwise in accordance with this Agreement has an adverse, material impact on the business of the Authority or on the running of the Scheme;‌ 11.1.2 where the Authority reasonably believes that the Operator is about to commit such a failure which, if committed, would have such an impact; 11.1.3 where the Authority considers it necessary in order to carry out any of its statutory obligations, functions or other duties; 11.1.4 on the occurrence of a Force Majeure Event; or 11.1.5 on the occurrence of an Insolvency Event in respect of the Operator, the Authority may, by giving such written notice to the Operator as the Authority considers reasonable in the circumstances, exercise its right under Clause 11.2. 11.2 In the circumstances set out in Clause 11.1 the Authority may make arrangements for the Authority to provide and perform itself or through another contractor, such part of the Services as it decides in its discretion. Where any failure on the Operator's part is, in the reasonable opinion of the Authority, due to the failure of the Operator's management or supervisory staff to perform their work adequately or at all, or is due to the absence or insufficiency of such staff, the Authority may cause the relevant Services to be managed and supervised by the Authority's own staff, or the staff of another contractor and the Operator shall be relieved of its obligations hereunder insofar as they relate directly to the Services removed from its control and only during the period the Services are removed from its control. 11.3 Where the Authority exercises its right pursuant to Clause 11.2, the Operator shall:- 11.3.1 provide the Authority and Authority Personnel such access as is necessary for the Authority to exercise its right; 11.3.2 grant and procure that any Sub-Contractor or relevant third party grants the Authority such licences as are reasonably required (for itself or a contractor appointed to perform the step-in services) for the purposes of the Authority exercising its right; 11.3.3 afford (and procure that its Sub-Contractors afford) to the Authority (and any contractor appointed to perform the step-in services) such co-operation and acce...

Step-In Rights. If the Contractor is in material breach of its obligation to perform any of the services under the Contract and fails to remedy such breach within ten (10) days after written notice of the breach from the Department, the Department, at its sole discretion, shall have the right to “step-in” (i.e. perform the work itself) or hire another contractor to perform these services. Contractor shall be liable to the Department for any fees or expenses that the Department may incur in exercising its step-in rights or securing a substitute provider to assume completion of those services.

Step-In Rights. In addition to any other rights and remedies that it may have in terms of this Agreement or otherwise, including the right to terminate this Agreement, SARS may in its sole discretion elect to temporarily step in and take over the Services as contemplated below, immediately upon SARS’ identification or the Service Provider's notification to SARS of the occurrence of any adverse event caused by the Service Provider, which SARS considers, in its reasonable opinion, to be an event which may affect continuity of the Services. For the purposes of this clause, SARS may (at its option), either itself or by the procurement of an alternative third party service provider, temporarily take over the provision of the Services until such time that SARS is able to make permanent alternative arrangements for the provision of the Services: Provided that any take over by SARS as envisaged in this clause shall apply for a period of no more than one hundred and eighty (180) days, reckoned from the date that SARS temporarily takes over the provision of the Services. The Service Provider must, upon the request of SARS, fully co-operate with and assist SARS during any temporary take-over of the Services. To the extent that SARS exercises its right to assume the rendering of the Services or part thereof itself, or by a third party service provider, the Service Provider shall not be entitled to any fees and/or payment during the period for which SARS or the third party assumes the Services. SARS shall not, under any circumstances, by virtue of any assumption, be obliged, deemed or required to take over or assume responsibility for the conduct of the Service Provider's business operations.

Step-In Rights. CONSULTANT MAY NOT TERMINATE OR DISCONTINUE 3.1 Subject to clause 3.5, the Sub-Consultant shall not exercise, or seek to exercise, any right to: (a) terminate its employment under the Sub-Contract; or (b) discontinue performance of the Services, for any reason (including any breach on the part of the Consultant) without giving the Beneficiary at least ten Business Days' written notice of its intention to do so. Any notice from the Sub-Consultant shall specify the grounds for the Sub-Consultant’s proposed termination or discontinuance. 3.2 The Sub-Consultant's right to terminate its employment under the Sub-Contract, or to discontinue performance of the Services, shall cease if, within the period referred to in clause 3.1, the Beneficiary gives notice to the Sub-Consultant, copied to the Consultant: (a) requiring the Sub-Consultant not to terminate its employment or not to discontinue performance of the Services under the Sub-Contract; (b) acknowledging that the Beneficiary (or its nominee) will assume all the Consultant’s obligations under the Sub-Contract; and (c) undertaking that the Beneficiary or its nominee will pay to the Sub-Consultant: (i) any sums due and payable to the Sub-Consultant under the Sub-Contract in future; and (ii) any sums then due and payable to the Sub-Consultant under the Sub-Contract that are unpaid. 3.3 If the Beneficiary (or its nominee) serves notice on the Consultant under clause 3.3, then, from the date of service of the notice, the Sub-Contract shall continue in full force and effect, as if it had been entered into between the Sub-Consultant and the Beneficiary (to the exclusion of the Consultant). 3.4 In complying with clause 3, the Sub-Consultant (a) does not waive any breach of the Sub-Contract or default under the Sub-Contract by the Consultant; and (b) may exercise its right to terminate its employment under the Sub-Contract, or discontinue performance of the Services, after the expiry of the notice period referred to in clause 3.1, unless the Sub-Consultant's right to terminate or discontinue has ceased under clause 3.2.

Step-In Rights. On the occurrence of a Step-In Trigger Event, the Authority may serve notice on the Supplier (a “Step-In Notice”) that it will be taking action under this Clause 31 (Step-in Rights), either itself or with the assistance of a third party (provided that the Supplier may require any third parties to comply with a confidentiality undertaking equivalent to Clause 22 (Confidentiality)). The Step- In Notice shall set out the following:

Step-In Rights. If Agios, as the Initial Enforcement Party, fails to initiate a suit or take such other appropriate action under Section 10.3(b) above within [**] days after becoming aware of the Competitive Infringement, then Celgene may, in its discretion, provide Agios with written notice of Celgene’s intent to initiate a suit or take other appropriate action to combat such Competitive Infringement. If Celgene, as the Initial Enforcement Party for the Agios Patent Rights and Agios Collaboration Patent Rights after the Agios Opt-Out Notice, fails to initiate a suit or take such other appropriate action under Section 10.3(b) above within [**] days after becoming aware of the Competitive Infringement, then Agios may, in its discretion, provide Celgene with written notice of Agios’ intent to initiate a suit or take other appropriate action to combat such Competitive Infringement. If the Party with such step-in rights under either of the two preceding sentences (“Step-In Enforcement Party”) provides such notice and the Initial Enforcement Party fails to initiate a suit or take such other appropriate action within [**] days after receipt of such notice from the Step-In Enforcement Party, then Step-In Enforcement Party shall have the right, but not the obligation, to initiate a suit or take other appropriate action that it believes is reasonably required to protect the applicable Agios Intellectual Property or Agios Collaboration Intellectual Property from Competitive Infringement. The Step-In Enforcement Party shall give the Initial Enforcement Party advance notice of the Step-In Enforcement Party’s intent to file any such suit or take any such action and the reasons therefor and shall provide the Initial Enforcement Party with an opportunity to make suggestions and comments regarding such suit or action. Thereafter, the Step-In Enforcement Party shall keep the Initial Enforcement Party promptly informed and shall from time to time consult with the Initial Enforcement Party regarding the status of any such suit or action and shall provide the Initial Enforcement Party with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such suit or action. For the av...

Step-In Rights. The Financing Party, as owner of the Project, or as collateral assignee of this Agreement, shall be entitled to exercise, in the place and stead of Provider, any and all rights and remedies of Provider under this Agreement in accordance with the terms of this Agreement. The Financing Party shall also be entitled to exercise all rights and remedies of owners or secured parties, respectively, generally with respect to this Agreement and the Project;

Step-In Rights. (a) Except with respect to a Planned CDP affected by Force Majeure affecting Gatherer’s performance (for which the dates for completion of a connection to a Planned CDP by the Completion Deadline or other service failure described in this Section 3.5 shall be deemed extended day-for-day by the duration of such Force Majeure event and for which Step-In Rights (as defined below) would not apply unless such Force Majeure exceeds either 30 consecutive Days or 45 non-consecutive days within any 365 Day period), in the event that Gatherer (i) fails to complete a connection to a Planned CDP by the Completion Deadline therefor, (ii) fails to provide the Services pursuant to the terms and conditions of this Agreement up to the Maximum DSU Volume, or (iii) fails to timely commence, diligently pursue and/or conduct the activities and operations required by Gatherer under this Agreement in a good and workmanlike manner as reasonably determined by Producer, then within 30 Days of Producer’s determination of the failure in clause (i), (ii) or (iii) above, Producer shall notify Gatherer in writing (such notice, a “Step-In Notice”) of such failure. Following receipt by Gatherer of such Step-In Notice, Gatherer will, within five Days following receipt of such Step-In Notice, respond to Producer with a detailed plan to cure the failure and the estimated timeline for completion thereof. Producer may, after receiving or failing to receive a response to such Step-In Notice from Gatherer within such five Day period, and within 15 Days thereafter, notify Gatherer in writing that Producer, either itself or through its designated Affiliate or representative, not earlier than the 30th Day after delivery of the applicable Step-In Notice and not later than the 45th Day after delivery of the applicable Step-In Notice, will (A) assume control of any CSA as necessary to cure the applicable failure including (1) payment of any past due amount then due to any Contractor by Gatherer as necessary to effectuate prompt completion of any delayed work, if applicable, and (2) payment of a bonus or incentive payment to such Contractor of up to 20% of the applicable CSA as necessary to effectuate prompt completion of the work by such Contractor, or (B) displace such Contractor for purposes of such work and itself or through its designated Affiliate or representative, cause completion of all work to cure the applicable failure (each, a “Step-In Right”). Payment by or commitment of Producer to a Con...

Step-In Rights. 21.1 If the Grantor or the Grantor's Representative becomes aware that the Toll Road does not, or the Developer has failed or is failing to, comply in some respect with the requirements of this Agreement, including the Concession Specification, the Grantor may issue a notice to the Developer giving details of the failure to comply (a "Notified Default") and requiring the Developer to remedy the Notified Default within a reasonable period, such period to be agreed between the Parties within 30 days and in default of agreement as determined by the Expert, by reference to the nature and consequences of the default and the remedial action required. 21.2 If the Developer fails to remedy a Notified Default within the period fixed by the Grantor under Clause 21.1 then, without prejudice to the Grantor's other rights, the Grantor may arrange for the Notified Default to be remedied and shall be entitled to recover the costs of such work from the Developer. 21.3 Notwithstanding any other provision of this Agreement, the Grantor may take such action as it considers necessary in order to prevent, mitigate or eliminate an immediate and serious risk to health, security, safety or the environment where such functions are not being properly discharged through the Developer under this Agreement (including, without prejudice to the generality of this provision, the suspension of the Developer's rights under this Agreement). The Grantor may for this purpose enter upon any of the Sites and, for such period as is necessary for the purposes referred to above, take over all or part of the operation and maintenance of the Toll Road. The Grantor shall act reasonably and in proportion to the relevant breach at all times in exercising and performing its step-in rights under this Clause 21.3. 21.4 The Developer shall co-operate fully with whatever action the Grantor deems it appropriate to take for the purposes of Clause 21.3 and shall provide all reasonable assistance to the Grantor for that purpose and for the avoidance of doubt the Developer shall not be obliged to perform and discharge obligations under this Agreement for so long as those obligations are being performed and discharged by the Grantor pursuant to Clause 21.3. 21.5 For each day on which the Grantor takes over the operation of or continues to operate any part of the Toll Road (whether or not that take over has arisen for reasons which do not arise from any breach by the Developer of its obligations under this Agreeme...

Step-In Rights. For noncompliance by the Contractor with Work Authorizations related to unreasonable delays, abandonment of work, failure to resume work (“Abandoned Tasks”) that has been discontinued within a reasonable time after notice to do so, the Department at its option may enforce these provisions by exercising “Step-In” rights as described below: A. If the Department exercises its Step-In rights, the Contractor must cooperate fully with the Department (including its personnel and any third parties acting on behalf of the Department) and shall provide, at no additional charge to the Department, all assistance reasonably required by the Department as soon as possible, including: 1) providing access to all relevant equipment, premises and software under the Contractor’s control as required by the Department (or its nominee); and 2) ensuring that the Contractor personnel normally engaged in the provision of the Abandoned Tasks are available to the Department to provide assistance which the Department may reasonably request. B. The Department’s Step-In rights will end, and the Department will hand back the responsibility to the Contractor, when the Contractor demonstrates to the Department’s reasonable satisfaction that the Contractor is capable of resuming provision of the affected Abandoned Tasks in accordance with the requirements of the Contract section and that the circumstances giving rise to the Step-In right cease to exist and will not recur. C. The Contractor must reimburse the Department for all reasonable costs incurred by the Department (including reasonable payments made to third parties) in connection with the Department’s exercise of Step-In rights and provision of the affected Tasks (Step-In Costs). D. The Department will continue to pay the Contractor the charges Contractor will continue to retain its fee as applicable due for the products or services, provided that the Contractor reimburses the Department for the Step-In Costs. If the Contractor fails to reimburse the Department within 30 days of receipt of the Department’s demand for payment of Step-In Costs, the Department is entitled to set off such Step-In Costs against a subsequent invoice pursue other remedies to receive reimbursement for Step-In Costs.