Capacity Load--Individual Limiting Agreements Sample Clauses

Capacity Load--Individual Limiting Agreements. If (i) IBM provides CIRRUS with less than [*] prior notice of the existence of a Limiting Agreement which would be the sole cause of CIRRUS' inability to utilize greater than [*] of the CIRRUS Capacity Allocation in accordance with the CIRRUS Sales Agreement (herein referred to as the "Disabled Capacity Allocation") for the production of Semiconductor Wafers containing Semiconductor Chips that are being produced by the Partnership for CIRRUS at the time of such notice, (ii) CIRRUS has elected not to exercise its rights, if any, pursuant to Section 5.10(d) with respect to such Limiting Agreement, (iii) CIRRUS has taken all reasonable measures to eliminate or mitigate the effect of such Limiting Agreement on the Disabled Capacity Allocation including use of its reasonable best efforts to reallocate its orders to or production from third party suppliers so as to substitute other products into production in the Partnership and replace utilization of the Disabled Capacity Allocation or otherwise reasonably attempt to utilize the resulting Disabled Capacity Allocation and also exercise reasonable efforts to utilize its rights under Section 7.13 of the CIRRUS Sales Agreement as to any portion of such Disabled Capacity Allocation and (iv) CIRRUS continues to have Disabled Capacity Allocation due to such Limiting Agreement representing in excess of [*] of the CIRRUS Capacity Allocation, then the following shall apply: (i) if IBM has given CIRRUS less than [*] advance notice of the effect of the Limiting Agreement on the CIRRUS Capacity Allocation, (A) CIRRUS may cause IBM either to utilize, or bear all Costs associated with, all the Disabled Capacity Allocation that remains unutilized by CIRRUS for up to [*] less the period of advance notice given by IBM, and (B) thereafter, for the remaining period of up to [*] from the date of notice less the period covered by clause (A) (including the advance notice period referred to in said clause (A)), CIRRUS may cause IBM either to utilize, or bear all Costs associated with, [*] of the Disabled Capacity Allocation that remains unutilized by CIRRUS; and (ii) if IBM has given CIRRUS at least [*] advance notice, but less than [*] advance notice, CIRRUS and IBM agree to equally utilize or equally share all Costs associated with the Disabled Capacity Allocation that remains unutilized by CIRRUS for a period of [*] from the date of notice less the amount of advance notice provided by IBM (b)
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Related to Capacity Load--Individual Limiting Agreements

  • Effective Date; Termination of Prior Intercompany Tax Allocation Agreements This Agreement shall be effective as of the Effective Time. As of the Effective Time, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among BGC Partners and/or any of its Subsidiaries shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled. Upon such termination and settlement, no further payments by or to the BGC Group, or by or to the Newmark Group, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided, that to the extent appropriate, as determined by BGC Partners, payments made pursuant to such agreements shall be credited to the Newmark Entities or the BGC Entities, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

  • Indemnification Provisions for Seller’s Benefit In the event Buyer breaches (or in the event any third party alleges facts that, if true, would mean Buyer has breached) any of its representations, warranties, and covenants contained herein or in an Asset Purchase Agreement and, provided that any Seller makes a written claim for indemnification against Buyer within such survival period (if there is an applicable survival period pursuant to the applicable Transaction Agreement), then Buyer shall indemnify each Seller from and against the entirety of any Adverse Consequences suffered (including any Adverse Consequences suffered after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).

  • Additional Allocation Provisions Notwithstanding the foregoing provisions of this Article 6:

  • T W E E N XXXX XXXXXX, a businessman residing at, [Redacted] (hereinafter called the " Shareholder"), - and - NEW GOLD INC., a corporation existing under the laws of the Province of British Columbia, (hereinafter called the "Offeror").

  • Supplemental Agreements Without Consent of Applicable Certificateholders Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's request, at any time and from time to time, (i) enter into one or more agreements supplemental to the Escrow Agreement, the NPA or the Deposit Agreement, for any of the purposes set forth in clauses (1) through (9) of such Section 9.01, and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company's obligations under (in the case of clause (2)), and the Company's rights and powers conferred by (in the case of clause (3)), the NPA, and (b) references in clauses (4), (6) and (7) of such Section 9.01 to "any Intercreditor Agreement or any Liquidity Facility" shall also be deemed to refer to "the Intercreditor Agreement, the Liquidity Facility, the Escrow Agreement, the NPA or the Deposit Agreement" and (ii) enter into one or more agreements supplemental to this Agreement to provide for the formation of a Class D Trust, the issuance of Class D Certificates, the purchase by the Class D Trust of Equipment Notes and other matters incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement.

  • Other Allocation Provisions Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. Sections 5.03, 5.04 and 5.05 may be amended at any time by the General Partner if necessary, in the opinion of tax counsel to the Partnership, to comply with such regulations or any applicable Law, so long as any such amendment does not materially change the relative economic interests of the Partners.

  • Indemnification Provisions for Buyer’s Benefit (a) Seller will defend, indemnify, and hold Buyer and its Affiliates (the “Buyer Indemnified Parties”) harmless from and pay any and all Damages, directly or indirectly, resulting from, relating to, arising out of, or attributable to any one of the following:

  • Trustee Responsibility Regarding Payments to Trust Beneficiary When Company Is Insolvent (a) Trustee shall cease payment of benefits to Plan participants and their beneficiaries if the Company is Insolvent. Company shall be considered "Insolvent" for purposes of this Trust Agreement if (i) Company is unable to pay its debts as they become due, or (ii) Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

  • Non-Ministerial Matters; Exceptions to Administrator Duties (i) Notwithstanding anything to the contrary in this Agreement, with respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless, within a reasonable time before the taking of such action, the Administrator shall have notified the Issuer of the proposed action and the Issuer shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation:

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