Suspension Notice. Licensee shall notify Licensor immediately upon learning of the occurrence of any Security Breach or Territorial Breach, and shall provide Licensor with specific information describing the nature and extent of such occurrence. Licensor shall have the right to suspend the availability (“Suspension”) of its Included Programs on the Licensed Service at any time during the Term in the event of a Security Breach or Territorial Breach by delivering a written notice to the Licensee of such suspension (a “Suspension Notice”). Upon its receipt of a Suspension Notice, the Licensee shall take steps immediately to remove the Included Programs or make the Included Programs inaccessible from the Licensed Service as soon as commercially feasible (but in no event more than three calendar days after receipt of such notice).
Suspension Notice. [NTD: To be included only in the Design-Build Collateral Agreement and only if such agreement contains rights for the Design-Builder to suspend its performance thereof.] The Material Project Contractor will not exercise any right it may have under the Material Contract to temporarily suspend its performance thereunder, unless:
(a) the Material Project Contractor first delivers a notice (a “Suspension Notice”) to the Authority detailing the event that has occurred that entitles it to exercise such right and stating that it intends to exercise such right, together with details of any sums which are due and payable but unpaid by Project Co and of any other material obligations or liabilities which should have been performed or discharged by Project Co under the Material Contract, in each case as at the date of such Suspension Notice; and
(b) both:
(1) the Material Project Contractor has confirmed in writing to the Authority that the Senior Lenders have not agreed to pay the Material Project Contractor in accordance with the Material Contract for work performed by it during the period commencing on the date (the “Suspension Date”) when it, but for the provisions of this Section, would have been entitled to suspend its performance under the Material Contract [and ending no sooner than ▼]; and
(2) within 5 Business Days of receipt of confirmation from the Material Project Contractor pursuant to Section 2.3(b)(1), the Authority has not agreed, by written notice to the Material Project Contractor, to pay the Material Project Contractor in accordance with the Material Contract for work performed by it during the period (the “No Suspension Period”) commencing on the Suspension Date and ending on the earliest to occur of:
(A) the date on which the Senior Lenders exercise any of their step-in or transfer rights pursuant to and in accordance with, respectively, Section 4 or Section 6 of the Lenders’ Remedies Agreement;
(B) the date from which the Senior Lenders agree to pay the Material Project Contractor as contemplated under Section 2.3(b)(1); and
(C) the Step-in Date. except that, if the Authority provides a written notice to the Material Project Contractor pursuant to Section 2.3(b)(2) and thereafter fails to make payment to the Material Project Contractor of any undisputed amount payable pursuant to and in accordance with the Material Contract for work performed by the Material Project Contractor during the No Suspension Period, the No Suspension Period will termi...
Suspension Notice. DISTRICT may suspend this Agreement at any time without penalty by written notice to ARCHITECT of such suspension.
Suspension Notice. Licensee shall notify Licensor immediately upon Upon learning of the occurrence of any Security Breach or Territorial Breach, andLicensee shall provide Licensor with specific information describing the nature and extent of such occurrence.; provided, that any inadvertent failure to so provide shall not be a breach of this Agreement. Licensor shall have the right to suspend the availability (“Suspension”) of itsall (but not some) of the affected Included Programs on the Licensed Service at any time during the Term in the event ofduring a Security Breach or Territorial Breach by delivering a written notice to the Licensee of such suspension (a “(“Suspension Notice”). Upon its receipt of a ”) and such suspension shall begin as soon as commercially practicable, but in any event within 5 Business Days from receipt of such Suspension Notice, the; provided, for the avoidance of doubt, that Licensor shall exercise such right as against Licensee only insofar as Licensor exercises such right fairly against all Other SVOD Distributors in the Territory delivering services using the same compromised security solution/DRM for Comparable Pictures and comparable windows (i.e., unless such other service(s) have implemented additional security measures/DRMs that mitigate the Security Breach or Territorial Breach giving rise to the Suspension) and such Suspension Notice shall only be effective if it contains, with reasonable specificity, the reasons for such Suspension. Upon receipt of a Suspension Notice, Licensee shall have the right to provide Licensor with evidence, if any, that the DRM, DRM configuration or other security measures in use by Licensee are as effective or more effective than those used for Licensor’s suspended content. Licensor shall promptly review such evidence and initiate discussions/further inquiries with Licensee as may be necessary, and shall have ten (10) calendar days from the full receipt of such evidence in which to respond. If after such review, Licensor determines that Licensee’s DRM, DRM configuration or other security measures are not sufficiently effective to mitigate the Security Breach or Territorial Breach giving rise to the Suspension, Licensor shall so notify Licensee in writing, and Licensee shall take steps immediately to remove the Included Programs or make the Included Programs inaccessible from the Licensed Service as soon as commercially feasible (but in no event more than three (3ten (10) calendar days after receipt of such noti...
Suspension Notice. In the event of a Security Breach or Territorial Breach, Licensee shall investigate such breach, violation or compromise promptly after Licensee’s DRM operations group is notified or otherwise becomes aware thereof. If Licensee verifies that such a breach, violation or compromise has occurred, Licensee shall promptly provide notice thereof to Licensor and, if Licensor thereafter requests in writing (a “ Suspension Notice”), then promptly, but in no event more than two (2) Business Days, following Licensee’s receipt of such Suspension Notice, Licensee shall temporarily suspend further sales and distribution of the Included Programs affected by such breach, violation or compromise from the Licensed Service until such breach, violation or compromise is resolved or the level of protection that existed prior thereto is otherwise restored (a “ Suspension”). Notwithstanding anything contained in this Agreement or otherwise to the contrary, except in the event of a Security Breach or Territorial Breach caused solely by Licensee’s gross negligence, fraud or willful misconduct, this Article 9.2 sets forth Licensee’s sole obligation, and this Article 9.2 and Article 9.3 set forth Licensor ’s sole and exclusive rights and remedies, in the event that the security of the Included Programs has been compromised (including, without limitation, in the event of any breach or violation of the Security Solution or the Usage Rules or delivery of Included Programs to persons outside the applicable Territory). The parties shall discuss in good faith ways to address those security compromises that do not otherwise amount to a Security Breach or Territorial Breach hereunder.
Suspension Notice. Adequate notice of any suspension of operations shall be posted stating when plant/quarry will close as well as when work is to be resumed.
Suspension Notice. Licensee shall notify Licensor in writing promptly upon learning of the occurrence of any Security Breach or Territorial Breach, and shall provide Licensor with reasonable, non-proprietary information describing the nature and extent of such occurrence. Licensor shall have the right to suspend the availability (“Suspension”) of one or more Included Programs from the applicable transmission means on the Licensed Service (the “Implicated Platform”) at any time during the Term in the event of a Security Breach or Territorial Breach which remains unresolved for a period of greater than fifteen (15) days by delivering a written notice to Licensee of such Suspension (“Suspension Notice”), provided Licensor imposes any such Suspension on a non-discriminatory basis. A Suspension Notice may relate to any Included Programs affected by such Security Breach or Territorial Breach, but only with respect to such programs’ exhibition on the Implicated Platform. Upon its receipt of a Suspension Notice, Licensee shall take commercially reasonable steps to promptly cease exhibiting such affected Included Programs via the Implicated Platform as soon as commercially feasible (but in no event more than three Business Days after receipt of such notice). A Suspension shall suspend for the length of its duration Licensee’s exhibition and channel commitments with respect to the Implicated Platform.
Suspension Notice. (i) Each Holder further agrees by its acquisition of such Registrable Securities that, upon receipt of (i) a notice from the Company of the occurrence of any event of the kind described in Section 2.2(f)(ii)-(vi) and/or (ii) the notice required by 2.2(f)(i)(A) with respect to any post-effective amendment to a Registration Statement (each a “Suspension Notice”), such Holder will, regardless of whether the Company has breached its obligations under Section 2.3(a)(ii), forthwith discontinue disposition of such Registrable Securities under the Registration Statement for the period (the “Suspension Period”) beginning on the receipt of such Suspension Notice by the Holder until the Holders are advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed.
(ii) The Company shall use its reasonable best efforts to not allow any Suspension Period (other than a Suspension Period caused by a Holder POSAM) to exceed 30 consecutive days and the aggregate of all Suspension Periods (excluding any Suspension Period caused by a Holder POSAM) to exceed 90 days in any twelve-month period.
(iii) Subject to Section 2.3(b), notwithstanding the receipt of a Suspension Notice from the Company, any Holder may sell its Registrable Securities pursuant to Rule 144 or otherwise (other than pursuant to or under the Registration Statement), provided that at the time of such sale such Holder is not in possession of material non-public information.
Suspension Notice. Licensee shall notify Licensor immediately upon learning of the occurrence of any Security Breach, and shall provide Licensor with specific information describing the nature and extent of such occurrence. Licensor shall have the right to suspend the availability (“Suspension”) of the Included Programs at any time during the Term in the event of a Security Breach by delivering a written notice to Licensee of such Suspension (a “Suspension Notice”). Upon its receipt of a Suspension Notice, Licensee shall take steps immediately to remove the Included Programs or make the Included Programs inaccessible from the Licensed Services as soon as commercially feasible (but in no event more than three calendar days after receipt of such Suspension Notice).
Suspension Notice. Holder agrees by acquisition of the Warrant that, upon receipt of the notice referred to in Section 9.4(c)(iii) or any notice from the Company of the existence of any fact of the kind described in Section 9.4(c)(iv) hereof (in each case, a "Suspension Notice"), Holder shall refrain from exercising the Warrant, other than through a net issue exercise pursuant to Section 2.3(b) if the Warrant is not a "restricted security" under SEC Rule 144, until (i) Holder has received copies of the supplemented or amended Prospectus contemplated by clause 9.4(d) hereof, or (ii) Holder is advised in writing by Company that the Prospectus is again accurate in all material respects, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "Recommencement Date"); provided that Company shall deliver not more than one Suspension Notice during any given 365-day period; and provided further that Company shall not permit more than 90 days to elapse from the date of delivery of any Suspension Notice to the Recommencement Date revoking such Suspension Notice.
