Suspension of Performance; Offset Sample Clauses

Suspension of Performance; Offset. Upon notice to BUYER, and separate from the rights of termination under Section “Term,” SELLER may suspend performance of this Agreement immediately if BUYER is in breach of this or any other agreement between the parties. Notwithstanding anything to the contrary in this Agreement, if BUYER’s financial condition becomes impaired or if BUYER fails to pay its obligations to SELLER as they become due, BUYER agrees that SELLER may offset any amounts owed by BUYER to SELLER against any amounts SELLER may owe BUYER under this Agreement or under any other agreement between the parties.
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Suspension of Performance; Offset. Upon notice to AC, AOC may suspend performance of this Agreement immediately if AC is in breach of any other agreement between the parties. Notwithstanding anything to the contrary in this Agreement, if AC’s financial condition becomes impaired or if AC fails to pay its obligations to the AOCs as they become due, AC agrees that AOC may offset any amounts owed by AC to AOC against any amounts AOC may owe AC under this Agreement, under any other agreement between the parties, or for services provided under any applicable tariff.
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Suspension of Performance; Offset. Upon notice to AC, and separate from the rights of termination under Section “Termination,” SBC Nevada may suspend performance of this Agreement immediately if AC is in breach of this or any other agreement between the parties. Notwithstanding anything to the contrary in this Agreement, if AC’s financial condition becomes impaired or if AC fails to pay its obligations to SBC Nevada as they become due, AC agrees that SBC Nevada may offset any amounts owed by AC to SBC Nevada against any amounts SBC Nevada may owe AC under this Agreement, under any other agreement between the parties, or for services provided under any applicable tariff. Publicity. AC shall not identify, either expressly or by implication, SBC Nevada or its corporate affiliates or use any of their names, trademarks, trade names, service marks or other proprietary marks in any advertising, press releases, publicity matters or other promotional materials without SBC Nevada’s prior written consent.
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Suspension of Performance; Offset. Upon notice to AC, and separate from the rights of termination under Section X, “Termination,” SBC Midwest Region 5-State may suspend performance of this Agreement immediately if AC is in breach of any other agreement between the parties. Notwithstanding anything to the contrary in this Agreement, if AC’s financial condition becomes impaired or if AC fails to pay its obligations to the SBC Midwest Region 5-State as they become due, AC agrees that SBC Midwest Region 5-State may offset any amounts owed by AC to SBC Midwest Region 5-State against any amounts SBC Midwest Region 5-State may owe AC under this Agreement, under any other agreement between the parties, or for services provided under any applicable tariff. Publicity. AC shall not identify, either expressly or by implication, SBC Midwest Region 5-State or its corporate affiliates or use any of their names, trademarks, trade names, service marks or other proprietary marks in any advertising, press releases, publicity matters or other promotional materials without SBC Midwest Region 5-State’s prior written consent.
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Suspension of Performance; Offset. Upon notice to AC, and separate from the rights of termination under Section “Termination,” SWBT may suspend performance of this Agreement immediately if AC is in breach of this or any other agreement between the parties. Notwithstanding anything to the contrary in this Agreement, if AC’s financial condition becomes impaired or if AC fails to pay its obligations to SWBT as they become due, AC agrees that SWBT may offset any amounts owed by AC to SWBT against any amounts SWBT may owe AC under this Agreement, under any other agreement between the parties, or for services provided under any applicable tariff. Publicity AC shall not identify, either expressly or by implication, Pacific Xxxx or its corporate affiliates or use any of their names, trademarks, trade names, service marks or other proprietary marks in any advertising, press releases, publicity matters or other promotional materials without Pacific Xxxx’x prior written consent.
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Suspension of Performance; Offset. Upon notice to AC, and separate from the rights of termination under Section “Termination,” SBC California may suspend performance of this Agreement immediately if AC is in breach of this or any other agreement between the parties. Notwithstanding anything to the contrary in this Agreement, if AC’s financial condition becomes impaired or if AC fails to pay its obligations to SBC California as they become due, AC agrees that SBC California may offset any amounts owed by AC to SBC California against any amounts SBC California may owe AC under this Agreement, under any other agreement between the parties, or for services provided under any applicable tariff. Publicity. AC shall not identify, either expressly or by implication, SBC California or its corporate affiliates or use any of their names, trademarks, trade names, service marks or other proprietary marks in any advertising, press releases, publicity matters or other promotional materials without SBC California ’s prior written consent.
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Suspension of Performance; Offset. 25 32. THIRD-PARTY BENEFICIARIES........................................... 26 33.
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Suspension of Performance; Offset. 31.1 Upon notice of Customer, AOC may suspend performance of this Agreement immediately if Customer is in breach of any other agreement between the parties. 31.2 If Customer fails to pay when due any monthly charges for Services, any recourse adjustments or any interest or other amounts due to AOC under this Agreement, then in addition to any other rights AOC may have under this Agreement, AOC may refuse to provide any further Billing and Collection Services, directly or indirectly, to Customer, including billing and collection services on Customer Accounts received through an aggregator, affiliate or other agent of Customer. If AOC does not accept any Customer accounts for Services while Customer is past due on any amounts owing to AOC, then AOC may deduct the amounts owed from any PAR owed to Customer or its agent on Customer's behalf. 31.3 Notwithstanding anything to the contrary in this Agreement, if Customer's financial condition becomes impaired or if Customer fails to pay its obligations to the AOCs as they become due, Customer agrees that AOC may offset any amounts owed by Customer to AOC against any amounts AOC may owe Customer under this Agreement, under any other agreement between the parties, or for services provided under any applicable tariff. 31.4 Where Customer acts as an agent or aggregator of a Client or any other Third Party and such Client or Third Party has an outstanding balance due to the AOC, the AOC may net any amounts due to the AOC against payments due the Customer, not to exceed the Message revenues associated with such Client or Third Party; provided, however, that such netting will be subject to (i) any changes, offsets, or other claims of Customer against Client, and (ii) any valid claims of third parties having a priority over AOC's claim against the Client, such as an assignment of the Client's receivables of which Customer has received prior notice. Customer shall cooperate with AOC in determining the revenues owing to Client which are subject to netting under this Section. If AOC nets such amounts owed by Client against amounts due to Customer under this Agreement, AOC will assign its claim to such revenues to Customer upon request. AOC will indemnify and hold Customer harmless against any claims against Customer arising from netting under this Section.
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Suspension of Performance; Offset. Upon notice to AC, SBC Midwest Region 5-State may suspend performance of this Agreement immediately if AC is in breach of any other agreement between the parties. Notwithstanding anything to the contrary in this Agreement, if AC’s financial condition becomes impaired or if AC fails to pay its obligations to the SBC Midwest Region 5-State as they become due, AC agrees that SBC Midwest Region 5-State may offset any amounts owed by AC to SBC Midwest Region 5-State against any amounts SBC Midwest Region 5-State may owe AC under this Agreement, under any other agreement between the parties, or for services provided under any applicable tariff.
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Related to Suspension of Performance; Offset

  • Suspension of Performance Notwithstanding any other provision hereof, if an Event of Default or a Potential Event of Default has occurred and is continuing, the Non-Defaulting Party, upon written notice to the Defaulting Party, has the right (i) to suspend performance under any or all Transactions and (ii) to the extent an Event of Default has occurred and is continuing, to exercise any remedy available at law or in equity, except as limited be Section 5.7.

  • Suspension of Performance or Disbursement Into Court If, at any time, (i) there shall exist any dispute between Broker, Issuer, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (ii) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iii) if Broker and Issuer have not within 30 days of the furnishing by NCPS of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS to act hereunder, then NCPS may, in its reasonable discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of NCPS or until a successor NCPS shall have been appointed (as the case may be). b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS shall have no liability to Broker, Issuer, any Subscriber or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.

  • Suspension of Performance Disbursement Into Court If at any time, there shall exist any dispute between the Company and the Investor(s) with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall have no liability to the Company, the Investor(s), or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

  • Prohibition of Performance Requirements 1. The provisions of the Agreement on Trade-Related Investment Measures in Annex 1A to the WTO Agreement (TRIMs), which are not specifically mentioned in or modified by this Agreement, shall apply, mutatis mutandis, to this Agreement. 2. Member States shall undertake joint assessment on performance requirements no later than 2 years from the date of entry into force of this Agreement. The aim of such assessment shall include reviewing existing performance requirements and considering the need for additional commitments under this Article.

  • Excuse of Performance Seller shall not be liable for delays in performance or for non-performance due to failure or interruption of computer or telecommunication systems, acts of God, war, riot, fire, terrorism, labor trouble, unavailability of materials or components, explosion, accident, compliance with governmental requests, laws, regulations, orders or actions, or other unforeseen circumstances or causes beyond Seller's reasonable control. In the event of such delay, the time for performance or delivery shall be extended by a period of time reasonably necessary to overcome the effect of the delay.

  • Monitoring of Performance Vendor shall continuously monitor and record its performance to ensure that all of Vendor's responsibilities and obligations hereunder are being met and fulfilled. Citizens may conduct programmatic and other administrative contract monitoring during the term of this Agreement. The purpose of this monitoring is to ensure that all of Vendor's responsibilities and obligations are being met and fulfilled. Such monitoring may include on-site visits, report reviews, invoice reviews, compliance reviews, and a review of any other areas reasonably necessary. Vendor acknowledges and agrees that Citizens may also monitor and record Vendor Staff communications to the extent they occur within or are connected to any Citizens’ resource, such as electronic or telecommunications systems.

  • Covenants of Performance Measurement No interference. Registry Operator shall not interfere with measurement Probes, including any form of preferential treatment of the requests for the monitored services. Registry Operator shall respond to the measurement tests described in this Specification as it would to any other request from an Internet user (for DNS and RDDS) or registrar (for EPP). ICANN testing registrar. Registry Operator agrees that ICANN will have a testing registrar used for purposes of measuring the SLRs described above. Registry Operator agrees to not provide any differentiated treatment for the testing registrar other than no billing of the transactions. ICANN shall not use the registrar for registering domain names (or other registry objects) for itself or others, except for the purposes of verifying contractual compliance with the conditions described in this Agreement. PUBLIC INTEREST COMMITMENTS Registry Operator will use only ICANN accredited registrars that are party to the Registrar Accreditation Agreement approved by the ICANN Board of Directors on 27 June 2013 in registering domain names. A list of such registrars shall be maintained by ICANN on ICANN’s website. (Intentionally omitted. Registry Operator has not included commitments, statements of intent or business plans provided for in its application to ICANN for the TLD.) Registry Operator agrees to perform the following specific public interest commitments, which commitments shall be enforceable by ICANN and through the Public Interest Commitment Dispute Resolution Process established by ICANN (posted at xxxx://xxx.xxxxx.xxx/en/resources/registries/picdrp), which may be revised in immaterial respects by ICANN from time to time (the “PICDRP”). Registry Operator shall comply with the PICDRP. Registry Operator agrees to implement and adhere to any remedies ICANN imposes (which may include any reasonable remedy, including for the avoidance of doubt, the termination of the Registry Agreement pursuant to Section 4.3(e) of the Agreement) following a determination by any PICDRP panel and to be bound by any such determination. Registry Operator will include a provision in its Registry-Registrar Agreement that requires Registrars to include in their Registration Agreements a provision prohibiting Registered Name Holders from distributing malware, abusively operating botnets, phishing, piracy, trademark or copyright infringement, fraudulent or deceptive practices, counterfeiting or otherwise engaging in activity contrary to applicable law, and providing (consistent with applicable law and any related procedures) consequences for such activities including suspension of the domain name. Registry Operator will periodically conduct a technical analysis to assess whether domains in the TLD are being used to perpetrate security threats, such as pharming, phishing, malware, and botnets. Registry Operator will maintain statistical reports on the number of security threats identified and the actions taken as a result of the periodic security checks. Registry Operator will maintain these reports for the term of the Agreement unless a shorter period is required by law or approved by ICANN, and will provide them to ICANN upon request. Registry Operator will operate the TLD in a transparent manner consistent with general principles of openness and non-discrimination by establishing, publishing and adhering to clear registration policies.

  • Review of Performance The Board of Directors shall periodically review and evaluate the performance of Employee under this Employment Agreement with Employee.

  • Timing of Payment of Performance When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

  • Limitations of Performance The Custodian shall not be responsible under this Agreement for any failure to perform its duties, and shall not be liable hereunder for any loss or damage in association with such failure to perform, for or in consequence of the following causes:

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