Common use of Warning Notices Disputes Clause in Contracts

Warning Notices Disputes. If Project Co disputes that the Authority was or is entitled to serve a Warning Notice, Project Co may refer that dispute for determination under the Dispute Resolution Procedure for resolution. If, after the Authority’s Representative issues a Warning Notice, the parties subsequently agree, or it is determined under the Dispute Resolution Procedure that the Warning Notice was served without justification, that Warning Notice shall be recalled or shall be cancelled and deemed not to have been served. Authority's remedial rights The provisions of Clauses 24.6 to 24.9 (inclusive) shall apply if the Authority, acting reasonably, considers that it needs to take action in connection with the Services: because of an immediate and serious threat to the health or safety of any user of the Facilities; or to prevent or address material interruption in the provision of one or more of the Services; or because of a risk of the ability of the Authority to provide the relevant Authority Services being prejudiced to a material degree; If any of the circumstances set out in Clause 24.5 arise (without prejudice to its rights under Clause 40 (Project Co Event of Default) or any other express rights under this Agreement) and the Authority wishes to take action (either by itself or by engaging others), the Authority shall notify Project Co in writing of the following: the action it wishes to take; the reason for such action; the date it wishes to commence such action; the time period which it believes will be necessary for such action; and to the extent practicable, the effect on Project Co and its obligation to provide the Services during the period such action is being taken. Following service of such notice, the Authority shall take such action as has been notified under Clause 24.6 and any consequential additional action as it reasonably believes is necessary (together, the “Required Action”) and Project Co shall give all reasonable assistance to the Authority while it is taking the Required Action. To the extent that the Authority performs any of the obligations of Project Co hereunder or undertakes tasks that would otherwise be undertaken by Project Co pursuant to this Agreement, the Authority shall perform such obligations or undertake such tasks to the same standard as would be required of Project Co under the terms of this Agreement. If the Required Action is taken other than as a result of a breach by Project Co of its obligations under this Agreement, then for so long as and to the extent that the Required Action is taken, and this prevents Project Co from providing any part of the Services: Project Co shall be relieved from its obligations to provide such part of the Services; and in respect of this period in which the Authority is taking the Required Action and provided that Project Co provides the Authority with reasonable assistance (such assistance to be at the expense of the Authority to the extent that additional costs are incurred), the Monthly Service Payments due from the Authority to Project Co shall equal the amounts that Project Co would receive if it were satisfying all of its obligations and providing the Services affected by the Required Action in full over that period and the Authority shall indemnify Project Co against all Direct Losses sustained by Project Co as a result of the Authority taking the Required Action. If the Required Action is taken as a result of a breach by Project Co of its obligations under this Agreement, then for so long as and to the extent that the Required Action is taken, and this prevents Project Co from providing any part of the Services: Project Co shall be relieved of its obligations to provide such part of the Services; and in respect of the period in which the Authority is taking the Required Action, the Monthly Service Payments due from the Authority to Project Co shall equal the amounts Project Co would receive if it were satisfying all of its obligations and providing the Services affected by the Required Action in full over that period, less an amount equal to all of the costs incurred by the Authority in taking the Required Action (including, without limitation, an appropriate sum in respect of general staff costs and overheads).

Warning Notices Disputes. If Project Co Sub-hubco disputes that the Authority was or is entitled to serve a Warning Notice, Project Co Sub-hubco may refer that dispute for determination under the Dispute Resolution Procedure for resolution. If, after the Authority’s Representative issues a Warning Notice, the parties subsequently agree, or it is determined under the Dispute Resolution Procedure that the Warning Notice was served without justification, that Warning Notice shall be recalled or shall be cancelled and deemed not to have been served. Authority's remedial rights The provisions of Clauses 24.6 to 24.9 (inclusive) shall apply if the Authority, acting reasonably, considers that it needs to take action in connection with the Services: because of an immediate and serious threat to the health or safety of any user of the Facilities; or to prevent or address material interruption in the provision of one or more of the Services; or because of a risk of the ability of the Authority or any Community Services Provider to provide the relevant Authority Community Services being prejudiced to a material degree; . If any of the circumstances set out in Clause 24.5 arise (without prejudice to its rights under Clause 40 (Project Co Sub-hubco Event of Default) or any other express rights under this Agreement) and the Authority wishes to take action (either by itself or by engaging others), the Authority shall notify Project Co Sub-hubco in writing of the following: the action it wishes to take; the reason for such action; the date it wishes to commence such action; the time period which it believes will be necessary for such action; and to the extent practicable, the effect on Project Co Sub-hubco and its obligation to provide the Services during the period such action is being taken. Following service of such notice, the Authority shall take such action as has been notified under Clause 24.6 and any consequential additional action as it reasonably believes is necessary (together, the “Required Action”) and Project Co Sub-hubco shall give all reasonable assistance to the Authority while it is taking the Required Action. To the extent that the Authority performs any of the obligations of Project Co Sub-hubco hereunder or undertakes tasks that would otherwise be undertaken by Project Co Sub-hubco pursuant to this Agreement, the Authority shall perform such obligations or undertake such tasks to the same standard as would be required of Project Co Sub-hubco under the terms of this Agreement. If the Required Action is taken other than as a result of a breach by Project Co Sub-hubco of its obligations under this Agreement, then for so long as and to the extent that the Required Action is taken, and this prevents Project Co Sub-hubco from providing any part of the Services: Project Co Sub-hubco shall be relieved from its obligations to provide such part of the Services; and in respect of this period in which the Authority is taking the Required Action and provided that Project Co Sub-hubco provides the Authority with reasonable assistance (such assistance to be at the expense of the Authority to the extent that additional costs are incurred), the Monthly Service Payments due from the Authority to Project Co Sub-hubco shall equal the amounts that Project Co Sub-hubco would receive if it were satisfying all of its obligations and providing the Services affected by the Required Action in full over that period and the Authority shall indemnify Project Co Sub-hubco against all Direct Losses sustained by Project Co Sub-hubco as a result of the Authority taking the Required Action. If the Required Action is taken as a result of a breach by Project Co Sub-hubco of its obligations under this Agreement, then for so long as and to the extent that the Required Action is taken, and this prevents Project Co Sub-hubco from providing any part of the Services: Project Co Sub-hubco shall be relieved of its obligations to provide such part of the Services; and in respect of the period in which the Authority is taking the Required Action, the Monthly Service Payments due from the Authority to Project Co Sub-hubco shall equal the amounts Project Co Sub-hubco would receive if it were satisfying all of its obligations and providing the Services affected by the Required Action in full over that period, less an amount equal to all of the costs incurred by the Authority in taking the Required Action (including, without limitation, an appropriate sum in respect of general staff costs and overheads).

Warning Notices Disputes. If Project DBFM Co disputes that the Authority was or is entitled to serve a Warning Notice, Project DBFM Co may refer that dispute for determination under the Dispute Resolution Procedure for resolution. If, after the Authority’s Representative issues a Warning Notice, the parties subsequently agree, or it is determined under the Dispute Resolution Procedure that the Warning Notice was served without justification, that Warning Notice shall be recalled or shall be cancelled and deemed not to have been served. Authority's remedial rights The provisions of Clauses 24.6 to 24.9 (inclusive) shall apply if the Authority, acting reasonably, considers that it needs to take action in connection with the Services: because of an immediate and serious threat to the health or safety of any user of the Facilities; or to prevent or address material interruption in the provision of one or more of the Services; or because of a risk of the ability of the Authority or any Community Services Provider to provide the relevant Authority Community Services being prejudiced to a material degree; . If any of the circumstances set out in Clause 24.5 arise (without prejudice to its rights under Clause 40 (Project DBFM Co Event of Default) or any other express rights under this Agreement) and the Authority wishes to take action (either by itself or by engaging others), the Authority shall notify Project DBFM Co in writing of the following: the action it wishes to take; the reason for such action; the date it wishes to commence such action; the time period which it believes will be necessary for such action; and to the extent practicable, the effect on Project DBFM Co and its obligation to provide the Services during the period such action is being taken. Following service of such notice, the Authority shall take such action as has been notified under Clause 24.6 and any consequential additional action as it reasonably believes is necessary (together, the “Required Action”) and Project DBFM Co shall give all reasonable assistance to the Authority while it is taking the Required Action. To the extent that the Authority performs any of the obligations of Project DBFM Co hereunder or undertakes tasks that would otherwise be undertaken by Project DBFM Co pursuant to this Agreement, the Authority shall perform such obligations or undertake such tasks to the same standard as would be required of Project DBFM Co under the terms of this Agreement. If the Required Action is taken other than as a result of a breach by Project DBFM Co of its obligations under this Agreement, then for so long as and to the extent that the Required Action is taken, and this prevents Project DBFM Co from providing any part of the Services: Project DBFM Co shall be relieved from its obligations to provide such part of the Services; and in respect of this period in which the Authority is taking the Required Action and provided that Project DBFM Co provides the Authority with reasonable assistance (such assistance to be at the expense of the Authority to the extent that additional costs are incurred), the Monthly Service Payments due from the Authority to Project DBFM Co shall equal the amounts that Project DBFM Co would receive if it were satisfying all of its obligations and providing the Services affected by the Required Action in full over that period and the Authority shall indemnify Project DBFM Co against all Direct Losses sustained by Project DBFM Co as a result of the Authority taking the Required Action. If the Required Action is taken as a result of a breach by Project DBFM Co of its obligations under this Agreement, then for so long as and to the extent that the Required Action is taken, and this prevents Project DBFM Co from providing any part of the Services: Project DBFM Co shall be relieved of its obligations to provide such part of the Services; and in respect of the period in which the Authority is taking the Required Action, the Monthly Service Payments due from the Authority to Project DBFM Co shall equal the amounts Project DBFM Co would receive if it were satisfying all of its obligations and providing the Services affected by the Required Action in full over that period, less an amount equal to all of the costs incurred by the Authority in taking the Required Action (including, without limitation, an appropriate sum in respect of general staff costs and overheads).