Unforeseeable Conduct definition

Unforeseeable Conduct shall occur if, after the Signature Date, the Buyer or any Responsible Authority takes any action in terms of applicable Law (including the introduction, application, or change of any Law, regulation, by- law or order having the force of Law) or fails to carry out its obligations in terms of an applicable Law, that:
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Examples of Unforeseeable Conduct in a sentence

  • In so far as the Private Party is the Claiming Party, it shall use all reasonable endeavours to minimise and mitigate the effects of any Unforeseeable Conduct.

  • Should any Unforeseeable Conduct occur which materially beneficially affects the general economic position of the Private Party, the Private Party shall pay the value of such benefit to the Institution so that the Private Party remains in the same overall economic position it would have been in had the materially beneficial Unforeseeable Conduct not occurred.

  • Should any Unforeseeable Conduct occur which materially and adversely affects the general economic position of the Private Party, the Private Party shall be entitled to such compensation and/or relief from the Institution as shall place the Private Party in the same overall economic position as the Private Party would have been in but for such Unforeseeable Conduct.

  • The Receiving Party shall have [x] days from the date of receipt of such notice to effect a remedy for the Unforeseeable Conduct which restores the general economic position of the Private Party to that which it would have been in if such Unforeseeable Conduct had not occurred.

  • The Party claiming the occurrence of the Unforeseeable Conduct ("Claiming Party") shall give written notice to the other Party ("Receiving Party") containing reasonable particulars of such conduct and its likely economic consequences to the Private Party.

  • In practice, however, many Institutions exert negligible, if any, influence over Unforeseeable Conduct by wider government.

  • Any Change in Law which constitutes Unforeseeable Conduct shall be dealt with in terms of clause 43(Unforeseeable Conduct).

  • In addition, there is no reason why Private Parties should be in any better position regarding the consequences of Unforeseeable Conduct than their counterparts in non-PPP endeavours, except where the Unforeseeable Conduct discriminates against them because they are engaged in a PPP.

  • Under its contracts with other private sector parties, the Private Party is usually able to pass on the costs of Unforeseeable Conduct to its customers through an increase in price or, in contracts of relatively short duration, is able to take a view on the prospects of Unforeseeable Conduct arising during the term of the contract.

  • The Institution must not reduce the Private Party’s incentive to manage its costs even where it agrees to meet the Private Party’s costs resulting from Unforeseeable Conduct.

Related to Unforeseeable Conduct

  • Unforeseeable means not reasonably foreseeable by an experienced contractor by the Base Date.

  • Unforeseeable Financial Emergency means an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant or a dependent of the Participant, (ii) a loss of the Participant's property due to casualty, or (iii) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee.

  • Serious Misconduct means any misconduct identified as a ground for termination in the Motorola Code of Business Conduct, or the human resources policies, or other written policies or procedures.

  • Disabling Conduct shall have the meaning designated in Section 8.4 hereof.

  • Abusive conduct means verbal, nonverbal, or physical conduct of a parent or student directed toward a school employee that, based on its severity, nature, and frequency of occurrence, a reasonable person would determine is intended to cause intimidation, humiliation, or unwarranted distress.

  • Unlawful conduct means the same as that term is defined in Sections 58-1-501 and 58-17b-501.

  • Unforeseeable Emergency means a severe financial hardship of the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary, or the Participant’s dependent (as defined in Code Section 152, without regard to Code section 152(b)(1), (b)(2) and (d)(1)(B); loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

  • Unprofessional conduct means the same as that term is defined in

  • Eligible Crisis or Emergency means an event that has caused, or is likely to imminently cause, a major adverse economic and/or social impact to the Recipient, associated with a natural or man-made crisis or disaster.

  • Financial Hardship means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code Section 152, without regard to Code Section 152(b)(1), (b)(2), and (d)(1)(B))) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, but shall in all events correspond to the meaning of the term “unforeseeable emergency” under Code Section 409A.

  • Gross Misconduct means any act or omission of the Contractor in violation of the most elementary rules of diligence which a conscientious Contractor in the same position and under the same circumstance would have followed.

  • Detrimental Conduct means, as determined by the Company, the Participant’s serious misconduct or unethical behavior, including any of the following: (a) any violation by the Participant of a restrictive covenant agreement that the Participant has entered into with the Company or an Affiliate (covering, for example, confidentiality, non-competition, non-solicitation, non-disparagement, etc.); (b) any conduct by the Participant that could result in the Participant’s Separation from Service for Cause; (c) the commission of a criminal act by the Participant, whether or not performed in the workplace, that subjects, or if generally known would subject, the Company or an Affiliate to public ridicule or embarrassment, or other improper or intentional conduct by the Participant causing reputational harm to the Company, an Affiliate, or a client or former client of the Company or an Affiliate; (d) the Participant’s breach of a fiduciary duty owed to the Company or an Affiliate or a client or former client of the Company or an Affiliate; (e) the Participant’s intentional violation, or grossly negligent disregard, of the Company’s or an Affiliate’s policies, rules, or procedures; or (f) the Participant taking or maintaining trading positions that result in a need to restate financial results in a subsequent reporting period or that result in a significant financial loss to the Company or an Affiliate.

  • Mental abnormality means a congenital or acquired condition affecting the emotional or volitional capacity which predisposes the person to the commission of criminal sexual acts in a degree constituting such person a menace to the health and safety of others.

  • Hardship means deprivation, suffering, adversity, or long-term adverse financial impact in complying with the title plant requirement that is more than minimal when considering all the circumstances. Financial hardship alone may constitute a hardship.

  • Sexual conduct means vaginal intercourse between a male and female; anal intercourse, fellatio, and cunnilingus between persons regardless of gender; and, without privilege to do so, the insertion, however slight, of any part of the body or any instrument, apparatus, or other object into the vaginal or anal cavity of another. Penetration, however slight, is sufficient to complete vaginal or anal intercourse.

  • Alleged wrongful conduct means violation of law, Infringement of Company’s rules, misappropriation of monies, actual or suspected fraud, substantial and specific danger to public health and safety or abuse of authority”.

  • Substantial emotional distress means significant mental suffering or anguish that may, but does not necessarily, require medical or other professional treatment or counseling.

  • Reckless Conduct means conduct where the supplier of the recreational services is aware, or should reasonably have been aware, of a significant risk that the conduct could result in personal injury to another person and engages in the conduct despite the risk and without adequate justification;

  • Mental disorder means any organic, mental, or emotional

  • Catastrophic illness or “injury” means an illness or injury that is expected to incapacitate the employee for an extended period of time, or that incapacitates a member of the employee’s family which incapacity requires the employee to take time off from work for an extended period of time to care for that family member, and taking extended time off work creates a financial hardship for the employee because he or she has exhausted all of his or her sick leave and other paid time off.

  • fair and reasonable conditions means appropriate conditions, including possible financial terms or royalty-free conditions, taking into account the specific circumstances of the request for access, for example the actual or potential value of the results or background to which access is requested and/or the scope, duration or other characteristics of the exploitation envisaged;

  • criminal conduct means conduct which—

  • Standard of Conduct means the standard for conduct by Indemnitee that is a condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of or resulting from an Indemnifiable Claim. The Standard of Conduct is (i) good faith and a reasonable belief by Indemnitee that his action was in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, that Indemnitee had no reasonable cause to believe that his conduct was unlawful, or (ii) any other applicable standard of conduct that may hereafter be substituted under Section 145(a) or (b) of the Delaware General Corporation Law or any successor to such provision(s).

  • Mental, Nervous or Psychological Disorder means a mental or nervous health condition including, but not limited to: anxiety, depression, neurosis, phobia, psychosis; or any related physical manifestation.

  • Emotional abuse means behavior that could harm a child's emotional development, such as threatening, intimidating, humiliating, demeaning, criticizing, rejecting, using profane language, or using inappropriate physical restraint.

  • Undue hardship means an action requiring significant difficulty or expense, when considered in light of the following factors: