Availability Date. 2.5.1 For each Early Window Title with a Net Retail Price (as defined below) of at least $29.99, the Early Window Availability Date of such title shall be set by Licensor in its sole discretion; provided, that such date shall be (a) on a Thursday no earlier than 45 days following the wide U.S. theatrical release of such title and no later than the later of (i) 64 days following the wide U.S. theatrical release of such title and (ii) the halfway mark between the wide U.S. theatrical release and the DVD Street Date for such title, provided, however, that such later date may be adjusted by Licensor by up to 5 days; and (b) notwithstanding anything to the contrary contained herein, no later than the date on which Licensor makes such title available to any Other Early Window Provider (other than an affiliate of Licensor) provided that Licensee complies with all terms and conditions agreed to by such Other Window Provider that are directly related to such availability date. Once Licensor sets the Early Window Availability Date for an Early Window Title in accordance with the foregoing, Licensee may not lower the Net Retail Price for such title below $29.99 at any time during its Early Window License Period.
2.5.2 For each Early Window Title with a Net Retail Price of less than $29.99, the Early Window Availability Date of such title shall be set by Licensor in its sole discretion; provided, that if such Early Window Availability Date is more than 69 days after its wide U.S. theatrical release, then, notwithstanding anything to the contrary set forth herein, Licensee shall be under no obligation to offer such Early Window Title on the Licensed Service as part of the Early Window Test.
2.5.3 TheLicensor shall use commercially reasonable efforts to notify Licensee of the Early Window Availability Date for each Early Window Title shall be notified by Licensor to Licenseeno later than the Friday following the second weekend of such title’s U.S. theatrical release (the “Early Window Marketing Date”) and in any event no later than 30 days prior to such Early Window Availability Date; provided that, in the event notice of the Early Window Availability Date for any Early Window Title is provided after the Early Window Marketing Date, then Licensee’s sole obligation as it relates to Section 2.12 shall be to use commercially reasonable efforts to market and promote any such Early Window Title.
2.5.4 For purposes hereof, “Net Retail Price” means, for each Early Window Title...
Availability Date. Fall 2005
Availability Date. The "Availability Date" shall mean (i) the Effective Date with respect to the Minimum Xxxxxxxx T-1 Inventory identified in Exhibit A-6 to be provided to Xxxxxxxx as of the Effective Date, and (ii) December 31st of each calendar year following 1998 through the end of the Term with respect to each annual number of Minimum Xxxxxxxx T-1 Inventory identified in Exhibit A-6 for such calendar year. The "Deadline Date" shall be sixty (60) days after the later of (i) such planned Availability Date or (ii) the planned Availability Date as extended due to unforeseen events not in the reasonable control of WinStar (other than as due to WinStar's negligence), Force Majeure events or as expressly permitted by this Agreement. WinStar shall make available each of its annual Minimum Xxxxxxxx T-1 Inventories by the applicable Deadline Date. WinStar shall give Xxxxxxxx as much prior notice as reasonably possible if, to the best of WinStar's knowledge, there is a foreseeable risk that it may miss a Deadline Date for its Minimum Xxxxxxxx T-1 Inventory.
Availability Date. The Availability Date for each Included Program shall be (a) as set forth on Schedule A for the Included Programs on Schedule A, (b) for Included Programs added hereunder as a replacement program pursuant to Section 7, as determined by Licensor in consultation with Licensee, and (c) for Additional Programs (as defined below), determined by Licensor in its sole discretion and communicated to Licenseeas memorialized in an availability listamendment to Schedule A pursuant to Section 5.
Availability Date. The Availability Date for each Included Program shall be as determined by Licensor in its sole discretion.
Availability Date. It is the day in which XXXXXXXX effectively credits the amount of the credit to the CLIENT through any of the means provided in this Contract.
j) Cutoff Date. The day or days in which the CLIENT must pay to MONEYMAN the respective Partial Payment or the Total Payment including the fees, interests and other applicable accessories (as applicable) and, the day or days in which MONEYMAN marks as the end of a period of record of payments made by the CLIENT.
k) Due Date of Payment. It is the business day in which the CLIENT must pay MONEYMAN the respective Total Payment including fees, interests and other applicable accessories (as applicable).
Availability Date. The VOD Availability Date for each VOD Included Program shall be as determined by Licensor in its sole discretion; provided, however, that the VOD Availability Date for each Current Feature shall be no later than the date on which Licensor first makes such film generally available for the “standard” residential Video-On-Demand window on a non-exclusive basis for VOD distribution in the Territory (i.e., the availability date for other residential VOD distributors who do not pay additional consideration of more than a de minimus amount for an earlier date or who are not granted exhibition rights on a limited test basis).
Availability Date. The obligations of the Lenders to make Loans on the Available Date shall become effective on the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02):
(a) The Effective Date shall have occurred.
(b) The Administrative Agent and the Lead Lender shall have received a Borrowing Request acceptable to the Administrative Agent and the Lead Lender and in accordance with Section 2.02 setting forth the amount of the Loans requested by the Borrower on the Availability Date and the accounts to which such Loans are to be funded.
(c) The Administrative Agent and the Lead Lender shall be satisfied that all actions and proceedings required under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended) have been taken and the transactions required thereunder have been duly and validly taken and consummated.
(d) The representations and warranties of each Credit Party set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Availability Date (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties are true and correct in all respects as of such earlier date).
(e) At the time of and immediately after giving effect to the funding of the Loans, no Default shall have occurred and be continuing.
(f) The Administrative Agent and the Lead Lender shall have received a solvency certificate dated the Availability Date and signed by a Financial Officer of the Borrower.
(g) The Administrative Agent and the Lead Lender shall have received duly executed Mortgages in form and substance reasonably satisfactory to the Administrative Agent and the Lead Lender necessary or appropriate to grant, evidence and perfect Liens on Oil and Gas Interests of the Borrower and its Restricted Subsidiaries in favor of the Administrative Agent as required by Section 6.10.
(h) The Administrative Agent and the Lead Lender shall have received evidence that arrangements have been made for (i) a director, officer or oth...
Availability Date. The obligations of the Lenders to make Loans and of the LC Issuers to issue Facility LCs hereunder and Modify any Facility LC shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 8.02):
(a) The Arrangers shall have been satisfied that (i) the Spin Off shall have been consummated substantially as described in the Form F-1 and (ii) the organizational structure of the Borrower after the Spin Off shall be as consistent with the structure disclosed to the Lenders prior to the Effective Date except to the extent of any variations that are not materially adverse to the interests of the Lenders.
(b) The Administrative Agent shall have received evidence satisfactory to it that the commitments under the credit facility evidenced by the Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility dated December 4, 2006 among the Borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, shall have been terminated and cancelled and all indebtedness thereunder shall have been fully repaid (except to the extent being so repaid with the initial Loans).
(c) The Index Debt shall have a rating of BBB- or higher from S&P and Baa3 or higher from Xxxxx’x and an outlook of stable or better from both S&P and Xxxxx’x.
(d) The Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to the Administrative Agent, signed by the Chief Financial Officer or Treasurer of the Borrower, certifying that, as of the Availability Date and after giving effect (including effect on a pro forma basis) to the Spin Off, (i) the Borrower and its Subsidiaries are Solvent on a consolidated basis and (ii) the Borrower is in compliance with the financial covenants set forth in Section 5.11, provided that, for purposes of such calculations, Consolidated Total Indebtedness will be determined as of the Availability Date (giving pro forma effect to any debt incurrence or debt extinguishment to occur on such date) and Consolidated Net Income, Consolidated EBIT, Consolidated EBITDA and Consolidated Net Interest Expense will be calculated based on Borrower’s financial statements for the four-quarter period ended March 31, 2012, giving pro forma effect to the Debt Tender and to all Material Dispositions and Material Acquisitions to be completed as of June 30, 2012, with such calculations set forth in reasonable detail.
(e) The Administ...
Availability Date. The Availability Date for each Included Program shall be as determined by Licensor in its sole discretion; provided that the Availability Date for each Current Film shall be no later than the date on which a program is first generally made available by Licensor in the “standard” residential VOD window on a non-exclusive basis for VOD distribution in the Territory (i.e., the availability date for other residential VOD distributors who do not pay additional consideration of more than a de minimus amount for an earlier date or who are not granted exhibition rights on a limited test basis).
