Contract Year 3 Purchase Shortfall – Possible Deferral Sample Clauses

Contract Year 3 Purchase Shortfall – Possible Deferral. The Parties now hereby agree in this Second Amendment that the payment to MEMC Singapore of the Contract Year 3 Purchase Shortfall in accordance with the timetable set forth in Section 2.2(d) and Section 3.1 of the Agreement may be deferred by Suntech if all of the following conditions are met (and should Suntech meet all of its obligations set forth in this Section 1.3(d), including the purchase of the deferred quantities below, then MEMC Singapore agrees that it would waive all other rights and remedies it may otherwise have in the case of a Contract Year 3 Purchase Shortfall, and MEMC Singapore will not exercise any such rights and remedies that it would have regarding a Contract Year 3 Purchase Shortfall unless and until any such time as one or more of the requirements set forth below in this Section 1.3(d) are breached or not complied with by Suntech): (i) Notwithstanding any other provision of this Second Amendment, Suntech agrees that the quantities of Wafers actually purchased and paid for by Suntech from MEMC Singapore in the third quarter of Contract Year 3 and the fourth quarter of Contract Year 3 shall be at least equal to the minimum quarterly volumes for each of those calendar quarters as was set forth on Attachment B-1 to the First Amendment; and (ii) If, as of January 31, 2010, Suntech is current in all payments due to MEMC Singapore, in accordance with the terms of Section 2.7 of the Agreement; and (iii) If, by no later than the required dates set forth in the Agreement, Suntech has provided the required Loan/Security Deposit Amount and Letter of Credit Amount (and Letter of Credit) for Contract Year 4 to MEMC Singapore (as the same may be agreed by the Parties in the future). If all of the foregoing conditions are met, then Suntech may defer the payment to MEMC Singapore of the Contract Year 3 Purchase Shortfall, and perhaps eliminate some or all of it, by purchasing (A) additional Wafers in Contract Year 4 (above the Yearly Minimum Quantities for Contract Year 4 currently set forth in the Agreement and the First Amendment) with additional incremental aggregate revenue to MEMC Singapore equal to twenty percent (20%) of the amount of the Contract Year 3 Purchase Shortfall; and (B) additional Wafers in Contract Year 5 (above the Yearly Minimum Quantities for Contract Year 5 currently set forth in the Agreement and the First Amendment) with additional incremental aggregate revenue to MEMC Singapore equal to twenty percent (20%) of the amount...
Sample 1
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Contract Year 3 Purchase Shortfall – Possible Deferral. Gintech agrees and acknowledges that the Contract Year 3 Purchase Shortfall would be due and payable to MEMC Singapore in accordance with the provisions of Section 2.2(d) and Section 3.1
Sample 1

Related to Contract Year 3 Purchase Shortfall – Possible Deferral

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution. (b) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall also be subject to adjustment pursuant to Section 6.9.

  • PRORATION PERIOD The Tenant: (check one)

  • Contract Year A twelve (12) month period during the term of the Agreement commencing on the Effective Date and each anniversary thereof.

  • HSR Waiting Period The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated.

  • Funding Period The Funding Period, if any, shall not have terminated.

  • Distribution Assistance Fees (Asset-Based Sales Charge) Payments In its sole discretion and irrespective of whichever alternative method of making service fee payments to Recipients is selected by the Distributor, in addition the Distributor may make distribution assistance fee payments to a Recipient quarterly, or at such other interval as deemed appropriate by the Distributor, within forty-five (45) days after the end of each calendar quarter or other period, at a rate not to exceed 0.1875% (0.75% on an annual basis) of the average during the period of the aggregate net asset value of Shares computed as of the close of each business day constituting Qualified Holdings owned beneficially or of record by the Recipient or its Customers until such Shares are redeemed or converted to another class of shares of the Fund, provided, however, that a majority of the Independent Trustees may, but are not obligated to, set a time period (the "Recipient Maximum Holding Period") for making such payments. Distribution assistance fee payments shall be made only to Recipients that are registered with the SEC as a broker-dealer or are exempt from registration. The distribution assistance to be rendered by the Recipients in connection with the sale of Shares may include, but shall not be limited to, the following: distributing sales literature and prospectuses other than those furnished to current Shareholders, providing compensation to and paying expenses of personnel of the Recipient who support the distribution of Shares by the Recipient, and providing such other information and services in connection with the distribution of Shares as the Distributor or the Fund may reasonably request.

  • Billing Period The calendar month shall be the standard period for all charges and payments under this Agreement. On or before the fifteenth (15th) day following the end of each month, Seller shall render to Buyer an invoice for the payment obligations incurred hereunder during the preceding month, based on the Energy Delivered in the preceding month, and any RECs deposited in Buyer’s GIS account or a GIS account designated by Buyer to Seller in writing in the preceding month. Such invoice shall contain supporting detail for all charges reflected on the invoice, and Seller shall provide Buyer with additional supporting documentation and information as Buyer may request.

  • Subsequent Recalculation In the event the Internal Revenue Service adjusts the computation of the Company under Section 5.2 herein so that the Executive did not receive the greatest net benefit, the Company shall reimburse the Executive for the full amount necessary to make the Executive whole, plus a market rate of interest, as determined by the Committee, within 30 days after such adjustment.

  • Distribution Assistance Fees (Asset-Based Sales Charge) Within ten (10) days of the end of each month or at such other period as deemed appropriate by the Distributor, the Fund will make payments in the aggregate amount of up to 0.75% on an annual basis of the average during the month of the aggregate net asset value of Shares computed as of the close of each business day (the “Asset-Based Sales Charge”) outstanding until such Shares are redeemed or converted to another class of shares of the Fund, provided, however, that a majority of the Independent Trustees may, but are not obligated to, set a time period (the “Fund Maximum Holding Period”) from time to time for such payments. Such Asset-Based Sales Charge payments received from the Fund will compensate the Distributor for providing distribution assistance in connection with the sale of Shares. The distribution assistance to be rendered by the Distributor in connection with the Shares may include, but shall not be limited to, the following: (i) paying sales commissions to any broker, dealer, bank or other person or entity that sells Shares, and/or paying such persons “Advance Service Fee Payments” (as defined below) in advance of, and/or in amounts greater than, the amount provided for in Section 3(b) of this Agreement; (ii) paying compensation to and expenses of personnel of the Distributor who support distribution of Shares by Recipients; (iii) obtaining financing or providing such financing from its own resources, or from an affiliate, for the interest and other borrowing costs of the Distributor's unreimbursed expenses incurred in rendering distribution assistance and administrative support services to the Fund; and (iv) paying other direct distribution costs, including without limitation the costs of sales literature, advertising and prospectuses (other than those prospectuses furnished to current holders of the Fund's shares ("Shareholders")) and state "blue sky" registration expenses.

  • How Do I Correct an Excess Contribution? If you make a contribution in excess of your allowable maximum, you may correct the excess contribution and avoid the 6% penalty tax under Section 4973 of the Internal Revenue Code for that year by withdrawing the excess contribution and its earnings on or before the due date, including extensions, of the tax return for the tax year for which the contribution was made (generally October 15th). Any earnings on the withdrawn excess contribution may be subject to a 10% early distribution penalty tax if you are under age 59½. In addition, in certain cases an excess contribution may be withdrawn after the time for filing your tax return. Finally, excess contributions for one year may be carried forward and applied against the contribution limitation in succeeding years.

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