Ability to Substitute Sample Clauses

Ability to Substitute. The Management Compensation Committee shall have the ability to substitute, without receiving participant permission, Stock Appreciation Rights (SARs) paid only in stock for outstanding options; provided, that the number of substituted SARs equals the number of shares underlying the options and the Exercise Price of the SARs is equal to the Exercise Price of the options.
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Ability to Substitute. The Parties may agree to substitute an alternative method of computing reimbursement under this Section 3.03. The method substituted shall have as its objective to produce a fair estimate of the OPEB expense and other reimbursement charges set forth in this Section, and should preserve for each Party, to the extent possible, the economic benefits bargained under this Section.
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Ability to Substitute. The Parties may agree to substitute an alternative method of computing reimbursement under this Attachment. The method substituted shall have as its objective to produce a fair estimate of the pension and OPEB expense and other reimbursement charges set forth in this Attachment, and should preserve for each Party, to the extent possible, the economic benefits bargained under this Attachment. Without limiting the rights of Ford and Visteon as provided above, the Parties agree to jointly evaluate and equitably refine the reimbursement mechanism described in this Attachment as applied to periods following the earlier to occur of (A) termination of the Agreement, and (B) the date, if any, on which all or a significant portion of the Ford Assigned Employees become Visteon Hourly Employees.
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Ability to Substitute. A. An IPP/SNA may substitute for a teacher. The IPP/SNA must accept the sub assignment that has been submitted by the teacher in the substitute system. The IPP or SNA must be on the sub list at Human Resources.
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Ability to Substitute. Each of the parties hereby agrees that at any time after the date hereof but in any event no later than five Business Days prior to Completion (the “Substitution Date”) the Principal Purchaser may substitute up to 5 direct or indirect subsidiaries of the Purchasers (each a “Substitute Purchaser”) as the Purchasers of some or all of the Assets (the “Substituted Assets”) in place of the Principal Purchaser as if the Substitute Purchaser(s) had been a party to this Agreement ab initio, provided that:
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Ability to Substitute 
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Related to Ability to Substitute

  • Inability to Supply XXXX will provide MBF with a prior written notice of any anticipated production downtime or disruption to Biodiesel production at the XXXX facility caused by operational (minimum of three (3) calendar days’ notice) or maintenance issues (minimum of ten (10) calendar days’ notice) and provide detailed descriptions (including specifications and feedstock) of any available amounts of Biodiesel that XXXX would propose to supply in replacement of any volumes of Biodiesel that cannot be provided by the XXXX facility due to a default of XXXX to perform hereunder. Such proposed replacement Biodiesel that (a) meets or exceeds the Biodiesel specifications contained in Section 5 hereof, (b) is produced using the same feedstock type or feedstock blend, (c) is produced using feedstocks meeting the same sustainability criteria as the Feedstock from with the Biodiesel being replaced would have been produced, (d) is of like kind and quality, (e) is available at the MBF’s intended port of embarkation for the Biodiesel being replaced (or such other port that the MBF agrees to in writing in its sole discretion and in advance, in which case the XXXX will reimburse MBF for the Incremental Transportation Costs associated with such substitute port) on or before the date on which the Biodiesel that is being replaced was to be at such port of embarkation, and (f) is offered by XXXX for sale to MBF, free and clear of any liens or claims of any *** Confidential material redacted and filed separately with the Commission. third party, for the price equal to the Toll Fee that MBF would have been obligated to pay hereunder for the Biodiesel being replaced (“XXXX Replacement Biodiesel Price”), shall be referred to as “XXXX Replacement Biodiesel.” If all above criteria are met, MBF will accept the XXXX Replacement Biodiesel, and upon delivery XXXX will reimburse MBF for the Incremental Transportation Costs and MBF shall pay to XXXX the XXXX Replacement Biodiesel Price. Any proposed replacement Biodiesel that is not XXXX Replacement Biodiesel shall be referred to as “Third Party Replacement Biodiesel.” In the event that XXXX’x notice offers Third Party Replacement Biodiesel, MBF shall have the sole discretion to accept or reject such Third Party Replacement Biodiesel. If MBF does not accept an offer of Third Party Replacement Biodiesel within three (3) business days of XXXX’x notice, such offer shall be deemed rejected. If MBF accepts such offer of Third Party Replacement Biodiesel, upon delivery XXXX will reimburse MBF for the Incremental Transportation Costs and MBF shall pay to XXXX a price equal to the Toll Fee that MBF would have been obligated to pay hereunder for the Biodiesel being replaced (“Third Party Replacement Biodiesel Price”). If XXXX delivers XXXX Replacement Biodiesel to MBF, and/or if MBF elects to accept Third Party Replacement Biodiesel, then XXXX will be deemed to have performed its obligation with respect to the volume of XXXX Replacement Biodiesel and/or the accepted volume of Third Party Replacement Biodiesel, as applicable; provided that XXXX reimburses MBF for the Incremental Transportation Costs of any XXXX or approved Third Party Replacement Biodiesel. If XXXX delivers XXXX Replacement Biodiesel to MBF, and/or if MBF elects to accept Third Party Replacement Biodiesel, then XXXX will become the owner of the Feedstock that XXXX failed to process into Biodiesel, free and clear of any liens or claims of any third party, up to the volume of XXXX Replacement Biodiesel delivered and/or the accepted volume of Third Party Replacement Biodiesel, as applicable, multiplied by a factor of *** for tallow Feedstock, and multiplied by a factor of *** for soybean oil Feedstock. Title to such Feedstock will pass to XXXX only upon delivery and passage of title, free and clear of any liens or claims of any third party, to MBF of the XXXX Replacement Biodiesel and/or the accepted Third Party Replacement Biodiesel, as applicable. If XXXX does not offer XXXX Replacement Biodiesel and/or Third Party Replacement Biodiesel, or if MBF does not accept the Third Party Replacement Biodiesel offered, as applicable, XXXX’x failure to deliver the committed Biodiesel shall, subject to the default provisions of this Agreement, constitute a default of this Agreement.

  • Authority to Sign If this document is not signed by all of the persons comprising the Supplier, any person who has signed this document warrants to DFMC that it is duly authorised to sign and bind all the persons comprising the Supplier.

  • Failure to Supply If IPC is unable (or anticipates an inability) to manufacture or deliver all or a portion of a Product to Tris as required by a confirmed or accepted Purchase Order pursuant to Section 3.3 of this Agreement, IPC shall promptly notify Tris in writing of the period for which such inability (or anticipated inability) to so manufacture or deliver is expected (an “Anticipated Inability to Deliver”). For avoidance of doubt, so long as IPC uses Commercially Reasonable Efforts and the anticipated inability is a force majeure event, IPC shall not be in breach of the Purchase Order(s) affected nor this Agreement, however, regardless of whether or not IPC has breached a Purchase Order or this Agreement it shall still be liable for Cover and the other obligations set forth in this Section 3.10. In the event IPC is unable to meet Tris’s Purchase Orders or IPC issues a notice of an Anticipated Inability to Deliver, IPC’s obligation to supply shall continue but Tris’ obligation to purchase the Product that IPC is unable to timely supply in accordance with Section 3.3 above shall be suspended and Tris, without relieving IPC of its obligations under Section 3.3, may mitigate its damages by purchasing from another Person the quantity of substitute product that it requires beyond what IPC is able to deliver. Tris shall use Commercially Reasonable Efforts to obtain such substitute product at a reasonable price and communicate same to IPC in writing. Tris shall be entitled to deduct the difference in cost paid by Tris for such substitute product over the cost of the Product (“Cover”), if any, from any amounts otherwise payable to IPC hereunder, and, to the extent not so offset, IPC shall reimburse Tris for such Cover , within thirty (30) days of receipt of invoice from Tris. IPC will not be entitled to any share of positive Net Profits for sale of substitute product not sourced by Tris from IPC hereunder (provided IPC shall continue to fund its share of negative Net Profits), except to the extent IPC has fully reimbursed Tris for the Cover expense with respect to such product. If at any time thereafter during the Term, IPC is able to timely deliver Product in satisfaction of Tris’ Purchase Orders, IPC shall so notify Tris in writing and, subject to Tris’ contractual commitments to third parties, Tris shall undertake commercially reasonable efforts to limit such contractual commitment in order not to exceed IPC’s volume and period it is unable to supply, Tris will resume purchasing the Product from IPC. If IPC’s inability to timely deliver to Tris the quantity of the Product described in this Section 3.3 continues for a period beyond three (3) months, Tris may terminate this Agreement upon thirty (30) days’ notice in writing to IPC. IPC shall reimburse Tris for any failure to supply and late supply penalties and/or damages charged to Tris for late supply or non-supply caused by IPC’s failure to timely supply Product pursuant to Purchase Orders delivered to IPC in accordance with this Agreement. For clarity and audit purposes, such failure to supply penalties shall be supported by appropriate invoices detailing the failure to supply penalties issued by the affected customers and wholesallers of Tris. IPC shall reimburse Tris for such penalties and damages, within ten (10) days of receipt of invoice for same from Tris, provided that if such invoice is not timely paid, Tris may at its option offset such amounts owed against other amounts payable by Tris to IPC.

  • Replacement of Term SOFR or Successor Rate Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that:

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