Booking Issues Sample Clauses

Booking Issues. (i) If in the second Agreement Year or in any subsequent Agreement Year, Orbitz reasonably demonstrates to ITA that systemic problems have arisen with the quality of ITA’s availability data, or QPX pricing logic (any such systemic problem, a “Booking Issue”), with respect to a particular carrier with which ITA has not implemented a “DACS” availability infrastructure, then Orbitz will have the right to obtain data on such carrier(s) from another source, if such source is able to offer materially better bookability than ITA), until 30 days after the date that ITA has remedied the situation so that the bookability on such carrier(s) has achieve an error rate of less than (***)%, where bookability is defined as specified in the quarterly bookability reports delivered by ITA to Orbitz in Q4 2006. (For the avoidance of doubt, ITA will not be obligated to integrate any data provided by a third party into QPX; any such integration will be Orbitz’s sole responsibility; moreover, if Orbitz is treating a carrier’s PNRs as Non-QPX-Powered PNRs as a result of a Booking Issue, then Orbitz may not use QPX to generate any itineraries on such carrier.) For the purposes hereof, a Booking Issue will not be deemed to exist unless ITA’s bookability error rate on a carrier exceeds (***)%, and another source will not be deemed to offer materially better bookability than ITA unless its bookability error rate is less than (***)% of ITA’s bookability error rate. During the period Orbitz is using data from another source as a result of Booking Issues, it will be excused from the Annual Minimum during any Agreement Year if and to the extent a shortfall in such Agreement Year’s Annual Minimum arises from Non-QPX Powered PNRs on such carrier(s) that would otherwise have been QPX-Powered PNRs. The shortfall from a carrier’s PNRs during any period of time that Orbitz is receiving data on such carrier from a source other than ITA shall be deemed to be equal to the number of Non-QPX-Powered PNRs created on such carrier during the period that Orbitz is receiving availability data for such carrier from a source other than ITA, and shall be calculated separately with respect to each Agreement Year. However, in no event shall the Annual Minimum be less than $(***). The following is an illustration of the provisions of this Section 8(c)(i): If in a particular Agreement Year Orbitz were able to demonstrate that systemic problems arose with the quality of availability data on Air France through Q...
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Related to Booking Issues

  • Financing Issues From the incurrence of the Working Capital Facility Obligations until the Discharge of Working Capital Facility Obligations, if any Obligor shall be subject to any Insolvency Proceeding and the Working Capital Facility Collateral Agent or any Working Capital Facility Lender shall desire (i) to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Shared Collateral or (ii) to permit any Obligor to obtain financing under Section 364 of the Bankruptcy Code (“DIP Financing”), then the Notes Collateral Agent, on behalf of itself and the Noteholders, and the Pari Passu Collateral Agent, on behalf of the Pari Passu Lenders, will raise no objection to such Cash Collateral use or DIP Financing (provided that such DIP Financing is on terms and conditions no less favorable to the Company and its subsidiaries than any other debtor in possession financing available to the Company in the market) and to the extent the Liens securing the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) are subordinated to or pari passu with such DIP Financing, the Notes Collateral Agent and the Pari Passu Collateral Agent will subordinate their respective Liens on the Shared Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) in the same priorities and to the same extent as provided herein with respect to the Working Capital Facility and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Working Capital Facility Collateral Agent or to the extent permitted by this Section 6.2 or by Section 6.4(b)); provided, that (i) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Working Capital Facility Indebtedness plus the aggregate face amount of any letters of credit issued and not reimbursed under the Working Capital Facility Agreement does not exceed the Working Capital Facility Debt Cap and (ii) the Notes Collateral Agent and the Noteholders, and the Pari Passu Collateral Agent and the Pari Passu Lenders, retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests.

  • Tax Issues The parties agree that the payments and benefits provided under this Agreement, and all other contracts, arrangements or programs that apply to him/her, shall be subject to Section 16 of the Employment Agreement.

  • Absence of Accounting Issues A member of the Audit Committee has confirmed to the Chief Executive Officer, Chief Financial Officer or General Counsel that, except as set forth in the General Disclosure Package, the Audit Committee is not reviewing or investigating, and neither the Company’s independent auditors nor its internal auditors have recommended that the Audit Committee review or investigate, (i) adding to, deleting, changing the application of, or changing the Company’s disclosure with respect to, any of the Company’s material accounting policies; (ii) any matter which could result in a restatement of the Company’s financial statements for any annual or interim period during the current or prior three fiscal years; or (iii) any Internal Control Event.

  • Reporting Issuer The Company shall be a Reporting Issuer, shall be current on all periodic public filings required to be made with the SEC and shall have a class of securities registered under Section 12 of the Exchange Act.

  • Additional Issues Within [**] days after the receipt of the Arbitration Request, the other Party may, by written notice, add additional issues for resolution in a statement of counter-issues.

  • Reporting Issuer Status As at the date hereof, the Corporation is a “reporting issuer” in each of the Qualifying Jurisdictions within the meaning of the Canadian Securities Laws in such jurisdictions and is not currently in default of any requirement of the Canadian Securities Laws of such jurisdictions and the Corporation is not included on a list of defaulting reporting issuers maintained by any of the Canadian Securities Commissions;

  • Regulatory Issues 3.3.1 The Licensee shall be solely responsible for determining which jurisdictions they choose to market to and receive xxxxxx from.

  • Country [insert country where ITT is issued]

  • Currencies Generally At any time, any reference in the definition of the term “Agreed Foreign Currency” or in any other provision of this Agreement to the Currency of any particular nation means the lawful currency of such nation at such time whether or not the name of such Currency is the same as it was on the date hereof. Except as provided in Section 2.10(b) and the last sentence of Section 2.17(a), for purposes of determining (i) whether the amount of any Borrowing or Letter of Credit under the Multicurrency Commitments, together with all other Borrowings and Letters of Credit under the Multicurrency Commitments then outstanding or to be borrowed at the same time as such Borrowing, would exceed the aggregate amount of the Multicurrency Commitments, (ii) the aggregate unutilized amount of the Multicurrency Commitments, (iii) the Revolving Credit Exposure, (iv) the Multicurrency LC Exposure, (v) the Covered Debt Amount and (vi) the Borrowing Base or the Value or the fair market value of any Portfolio Investment, the outstanding principal amount of any Borrowing or Letter of Credit that is denominated in any Foreign Currency or the Value or the fair market value of any Portfolio Investment that is denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent of the amount of the Foreign Currency of such Borrowing, Letter of Credit or Portfolio Investment, as the case may be, determined as of the date of such Borrowing or Letter of Credit (determined in accordance with the last sentence of the definition of the term “Interest Period”) or the date of valuation of such Portfolio Investment, as the case may be. Wherever in this Agreement in connection with a Borrowing or Loan an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing or Loan is denominated in a Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar amount (rounded to the nearest 1,000 units of such Foreign Currency).

  • Domicile of Loans Each Lender may transfer and carry its Loans at, to or for the account of any office, Subsidiary or Affiliate of such Lender. Notwithstanding anything to the contrary contained herein, to the extent that a transfer of Loans pursuant to this Section 14.13 would, at the time of such transfer, result in increased costs under Section 2.09, 2.10, or 4.04 from those being charged by the respective Lender prior to such transfer, then the Borrower shall not be obligated to pay such increased costs (although the Borrower shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective transfer).

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