Unsuitability Clause Samples
The Unsuitability clause defines the circumstances under which a product, service, or solution is deemed inappropriate or unfit for a particular purpose or user. Typically, this clause outlines the criteria or conditions that would render the offering unsuitable, such as failure to meet specific requirements, incompatibility with existing systems, or non-compliance with regulations. Its core function is to clarify the parties' expectations and limit liability by specifying when the provider is not responsible for issues arising from the product or service being unsuitable for the buyer's intended use.
Unsuitability. (A) If, at any time any Gaming Problem in Vietnam exists for the Company as a result of issues relating to the Majority Party, the following provisions shall apply:
(1) For as long a period as the Vietnam Gaming Authority will permit (the “Majority Party Cure Period”), the Majority Party must use commercially reasonable efforts to cure all regulatory concerns giving rise to the Gaming Problem. During such period, the Minority Party shall not partake in any discussions or negotiations with the regulator in question without the Majority Party’s consent, except as may be required by Applicable Law or such regulator (and in the event that the Minority Party is so required to partake in discussions or negotiations with such regulator, the Minority Party shall give the Majority Party such advance notice of such discussions or negotiations as is reasonably practicable and use commercially reasonable efforts to seek permission from the applicable regulator in question for the Majority Party to jointly participate in such discussions or negotiations).
(2) During the Majority Party Cure Period, and for as long a period as the Vietnam Gaming Authority will permit (not to exceed six (6) months after the expiration of the Majority Party Cure Period, unless the Majority Party and the Minority Party mutually agree on a longer period) (the “Majority Party Sale Period”), the Majority Party shall be permitted to sell to an unaffiliated third party its Securities (including in a sale to a third party of all of the outstanding Equity Securities in the Company), in each case subject to the Minority Party’s right of first negotiation under Section 3.5 and such six (6) month period after the expiration of the Majority Party Cure Period shall not commence until the Minority Party’s right of first negotiation shall have expired.
(3) During the Majority Party Cure Period and the Majority Party Sale Period, the Majority Party will use its commercially reasonable efforts to take such action as is reasonably necessary and permitted by the Vietnam Gaming Authority in order to seek to preserve the value of the Company, including, as determined in the Majority Party’s sole discretion and to the extent not otherwise required by the Vietnam Gaming Authority, Transferring its Securities to a Divestiture Trust. Following one hundred and eighty (180) days after the termination of the Majority Party Cure Period, the Minority Party or the Company may direct the Majority Party to transfer its Se...
Unsuitability. If the Premises, in part or in whole, become unsuitable for the purposes leased due to fire, storm or other reasons, the Lessee may: immediately terminate this Agreement and recover any Rent and security deposit paid in advance; or continue the Agreement with a revised Rent adjusted to reflect proportional use of the Premises, and recover any Rent paid in advance in proportion to the diminished use.
Unsuitability. Section 7 and Section 8 of the MOU are hereby deleted in their entirety and the following is substituted in lieu thereof:
Unsuitability. In the event CUSTOMER receives the Equipment and thereafter the Equipment proves defective or unfit for use because of accident or otherwise, or if for any reason CUSTOMER desires to discontinue the use of any Equipment, the sole right and remedy of CUSTOMER shall be the return of such Equipment to COMPANY and the termination of the Rental Agreement with respect to such Equipment, the charges for which in no event shall be less than the transportation charges on said returned Equipment. CUSTOMER agrees to hold the COMPANY harmless from any claim of whatsoever kind or nature resulting from any accident, delay or use of the Equipment which CUSTOMER deemed unsuitable. COMPANY shall not be liable for any damages arising out of or by reason of faulty, improper or negligent misuse of Equipment, or failure to use it. CUSTOMER further agrees to pay for all damage to the Equipment, however caused, at COMPANY’s current list price.
Unsuitability. The Company has not received any information or report from the FDA, the FTC, the USDA, any State Authority, or any other authority having responsibility for the regulation of food or dietary supplement products, indicating that any Product is unsafe or unsuitable for its intended use, and there are no facts that would reasonably be expected to result in the FDA, the USDA, any State Authority, or other authority having responsibility for the regulation of food or dietary supplement products, prohibiting or restricting the marketing, sale, distribution or use in the United States of any Product currently made or marketed by the Company, or the operation or use of any facility currently used by the Company in connection with the Products.
Unsuitability. The Seller has not received any information or report from the FDA, the FTC, the USDA, any State Authority, or any other authority having responsibility for the regulation of food or tea products, indicating that any Product is unsafe or unsuitable for its intended use, and, to the Seller’s Knowledge, there are no facts that would reasonably be expected to result in the FDA, the FTC, the USDA, any State Authority, or other authority having responsibility for the regulation of food or tea products, prohibiting or restricting the marketing, sale, distribution or use in the United States of any Product currently made or marketed by the Seller, or the operation or use of any facility currently used by the Seller in connection with the Products.
Unsuitability. Notwithstanding any other provision of this Section 7.3, if the Event of Default occurs pursuant to subsection 7.1(c), then the Company, within ten (10) days within which it receives notice from the Nevada Gaming Authorities as to the unsuitability of a Stockholder, shall return to that Stockholder, in cash, the amount of that Stockholder's capital contribution, [which in the case of cash contributions will be the amount of such contribution, and in the case of a property contribution will be the fair market value of such property at the time of contribution]. Beginning on the date upon which the Company is served with notice by the Navada Gaming Authorities of a determination of the unsuitability of the Stockholder, it shall be unlawful for the unsuitable Stockholder:
(a) To receive any share of the dividends or other distributions of profits of the Company or any payments upon dissolution of the Company;
(b) To exercise any voting rights conferred by the Class A Stock;
(c) To participate in the management of the Company; or
(d) To receive any remuneration in any form from the Company for services rendered or otherwise.
Unsuitability. If, at any time (a) any (i) Gaming Authority determines, or (ii) the gaming counsel of the Company or any of its Affiliates concludes, that any Shareholder, or any of his or its Affiliates is or may be unsuitable to hold a Gaming License or an interest in a Gaming License in any relevant jurisdiction or that a Gaming Problem exists or may exist with respect to such Shareholder or his or its Affiliate, or (b) any (i) Securities Authority determines, or (ii) the securities counsel of the Company or any of its Affiliates concludes, that a Securities Problem exists or may exist with respect to a Shareholder or any of his or its Affiliates, the Company shall have the option (but not the obligation) to redeem and ▇▇▇▇ International shall have the option (but not the obligation) to purchase, all Shares directly or indirectly owned by the Shareholder who is so considered to be unsuitable or with respect to which such Gaming Problem or Securities Problem exists or may exist in exchange for a cash payment in the amount of the par value of such Shares.
Unsuitability. If, at any time (a) any (i) Gaming Authority determines, or (ii) the gaming counsel of the Company or any of its Affiliates concludes, that (A) any of the Investors, the Beneficial Owners, or any of their respective Affiliates is or may be unsuitable to hold a Gaming License or an interest in a Gaming License in any relevant jurisdiction, or (B) a Gaming Problem exists or may exist with respect to such Investor or Beneficial Owner or any of his or its respective Affiliates, or (b) any (i) Securities Authority determines, or (ii) the securities counsel of the Company or any of its Affiliates concludes, that a Securities Problem exists or may exist with respect to such Investor, Beneficial Owner, or any of his or its respective Affiliates, the Company shall have the option (but not the obligation) to purchase (to the extent it is permitted to do so under the laws of the Isle of Man), and ▇▇▇▇ International shall have the option (but not the obligation) to purchase, all Class A Shares directly or indirectly owned by the Investor or Beneficial Owner who is so considered to be unsuitable or with respect to which such Gaming Problem or Securities Problem exists or may exist in exchange for a cash payment in the amount of the relevant Subscription Amount for such Class A Shares.
Unsuitability. This can be due to lack of correct credentials or inability to carry out the majority of the work in a competent manner Where the Hirer so terminates during the first week of an Assignment, the parties agree and acknowledge that the Hirer’s losses in respect of wasted staff costs including in relation to induction and training shall be equal to the Assignment Price for four hours and that the Hirer may deduct such amount as liquidated damages from the amount otherwise due from the Temporary Work Agency. Where the amount due to the Temporary Work Agency is less than such amount, the Hirer’s exclusive remedy in respect of wasted staff costs shall be the amount due to the Temporary Work Agency. The Hirer may at any time request that the Temporary Work Agency finds a replacement Agency Worker for an Assignment. Where a replacement is required the Temporary Work Agency must use all reasonable endeavours to find suitable replacement Agency Worker conforming to any requirements made by the Hirer. It is for the Hirer to decide whether a proposed replacement is suitable or not. This is without prejudice to the Hirer’s right to terminate pursuant to Condition 30. The Temporary Work Agency shall make sure that any Recruiting Officer and the Hirer’s Representative is made aware of any previous incidents of Assignments performed by the Agency Worker being put forward in Proposals under Schedule 4 having been terminated for any of the reasons specified at
(a) (d) above.