Capacity Test Termination Rights Sample Clauses

Capacity Test Termination Rights. The Parties acknowledge that, although the intent of the liquidated damages payable under Section 4.3(a) (Capacity Test and Liquidated Damages) is to compensate Company for the damages that Company would incur if the Facility fails to demonstrate satisfaction of the Capacity Performance Metric during a Measurement Period, such liquidated damages are not intended to compensate Company for the damages that Company would incur if a pattern of underperformance establishes a reasonable expectation that the Facility is likely to continue to substantially underperform the Company’s expectations. Accordingly, and without limitation to Company’s rights under said Section 4.3(a) (Capacity Test and Liquidated Damages) for those Measurement Periods during which the Facility fails to demonstrate satisfaction of the Capacity Performance Metric, substantial underperformance shall give rise to a termination right as set forth in this Section 4.3(b) (Capacity Test Termination Rights). If the Facility is in the Lowest Capacity Bandwidth for any two Measurement Periods during a 12-month period, an [18-month] cure period (the “Capacity Cure Period”) will commence on the Day following the close of the second such Measurement Period. For each Measurement Period during such Capacity Cure Period, Capacity Tests shall continue to be conducted as set forth in Attachment T (Capacity Test)Facility Tests) to demonstrate satisfaction of the Capacity Performance Metric during such Measurement Period, and liquidated damages paid and accepted as set forth in Section 4.3(a) (Capacity Test and Liquidated Damages); provided, however, that if the Seller fails to demonstrate satisfaction of the Capacity Performance Metric prior to the expiration of the Capacity Cure Period, such failure shall constitute an Event of Default under Section 6.1(c) of this Agreement for which Company shall have the rights (including but not limited to the termination rights) set forth in Article 6 (Events of Default; Remedies; Termination).‌‌
Sample 1
AutoNDA by SimpleDocs

Related to Capacity Test Termination Rights

  • Termination Right The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities.

  • Additional Termination Rights In addition to any right to terminate this Agreement under the provisions of this Section 16, either party shall have the further right to terminate this Agreement, upon delivery of written notice to the Agent, upon the occurrence of any of the following:

  • Termination Rights This Agreement may be terminated at any time prior to the Closing:

  • Other Termination Rights This Agreement may be terminated at any time prior to the Closing by the applicable party if and to the extent permitted in Part V of Appendix B.

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity and up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of the ESC Region 8 and TIPS. Does vendor agree? Yes

  • Termination for Non-Performance Should a party to this Agreement fail to materially perform in accordance with the terms and conditions of this Agreement, this Agreement may be terminated by the performing party if the performing party first provides written notice to the non-performing party which notice shall specify the non-performance, provide both a demand to cure the non-performance and reasonable time to cure the non-performance, and state a date upon which the Agreement shall be terminated if there is a failure to timely cure the non- performance. For purpose of this Section 4.4, “reasonable time” shall be not less than five (5) business days. In the event of a failure to timely cure a non- performance and upon the date of the resulting termination for non-performance, the Contractor shall prepare a final accounting and final invoice of charges for all performed but unpaid Services and authorized reimbursable expenses. Such final accounting and final invoice shall be delivered to the Town within fifteen (15) days of the date of termination; thereafter, no other invoice, xxxx, or other form of statement of charges owing to the Contractor shall be submitted to or accepted by the Town. Provided that notice of non-performance is provided in accordance with this Section 4.4, nothing in this Section 4.4 shall prevent, preclude, or limit any claim or action for default or breach of contract resulting from non-performance by a Party.

  • Post-Termination After the Employee has terminated their employment with the Employer, the Employee shall be bound to Section XII of this Agreement for a period of ☐ Months ☐ Years (“Confidentiality Term”). If the Confidentiality Term is beyond any limit set by local, State, or Federal laws, then the Confidentiality Term shall be the maximum allowed legal time-frame.

  • Complete Disposal Upon Termination of Service Agreement Upon Termination of the Service Agreement Provider shall dispose or delete all Student Data obtained under the Service Agreement. Prior to disposition of the data, Provider shall notify LEA in writing of its option to transfer data to a separate account, pursuant to Article II, section 3, above. In no event shall Provider dispose of data pursuant to this provision unless and until Provider has received affirmative written confirmation from LEA that data will not be transferred to a separate account.

  • Termination of Services 6.2. To promote a non-discriminatory work environment based on the principle of equality, employers and the trade union should adopt appropriate measures to ensure that employees with HIV and AIDS are not unfairly discriminated against and are protected from victimisation through positive measures such as:

  • Duration/Termination 1. This License Agreement is concluded for an indefinite period, subject to termination in accordance with the provisions of article 6.2 and 6.3. Except based on these provisions, parties are not allowed to terminate the License Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.