Credits Against Fees Sample Clauses

Credits Against Fees. In the event Unscheduled Downtime occurs, Customer will be entitled to credits against its immediately subsequent payment obligations (as set forth in the Agreement) (“Service Credits”) according to the following table: System Availability Credit as a Percentage of Billing Less than 99.5% and equal or higher than 99.0% 3% of the amounts paid by Customer pro-rated for the applicable calendar month Less than 99.0% and equal or higher than 95.0% 5% of the amounts paid by Customer pro-rated for the applicable calendar month Less than 95.0% 7% of the amounts paid by Customer pro-rated for the applicable calendar month
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Credits Against Fees. In the event that System Availability is below the Service Standard in a calendar month, Customer may be entitled to a credit against its next invoice (as set forth in the Agreement) (“Service Credits”) according to the following table: Service Availability Credit as a Percentage 95.0-97.0% 7.5% of monthly fees, measured on a pro rata basis 90.0-95.0% 10% of monthly fees, measured on a pro rata basis <90% 15% of monthly fees, measured on a pro rata basis Customer’s rights under this Section 4.1 are Customer’s sole and exclusive remedy with respect to any Unscheduled Downtime or any failure by Zip to meet the Service Standard required by Section 2.1. Customer shall not be eligible for any Service Credits if: (i) Customer has any outstanding balances due, or (b) Customer has materially breached the Agreement.
Sample 1
Credits Against Fees. In the event Unscheduled Downtime occurs, Customer will be entitled to credits against its subsequent payment obligations (as set forth in the Agreement) (“Service Credits”) according to the following table: Service Availability Credit as a Percentage of Monthly Billing 97.0-99.5% 20% 95.0-97.0% 25% 90.0-95.0% 35% <90% 50% Customer’s rights under this Section 4.1 are Customer’s sole and exclusive remedy with respect to any Unscheduled Downtime or any failure by Quinyx to meet the Service Standard required by Section 2.1. Customer shall not be eligible for any Service Credits if: (i) Customer has any outstanding balances due, or (b) Customer has materially breached the Agreement.
Sample 1
Credits Against Fees. In the event the System Availability does not satisfy the Service Standard, then Customer will be entitled to credits against its subsequent payment obligations according to the following: For every [***]% that the System Availability is less than the Service Standard, a credit of [***]% of Customer quarterly fee will be credited to Customer account, for a maximum of [***]% of Customer quarterly fees. Customer must submit full documentation by e-mail to Regent with the credit request. Documentation must show details of proof of downtime. These can be in any manner including Pings, trace routes, and third-party outage notifications for the past 90 days. E-mails without full details are not liable for a credit. In accordance with Section 6.3 of the Agreement, Regent will not be liable for any lost revenues or other damages during down time. The Customer’s rights under this Section 7.1 are Customer’s sole and exclusive remedy with respect to any Unscheduled Downtime or any failure by Regent to meet the Service Standard. REV 110713-1 CONFIDENTIAL [***] Confidential portions of this document have been redacted and filed separately with the Commission. SOURCE CODE ESCROW ADDENDUM This SOURCE CODE ESCROW ADDENDUM (the “Addendum”) is an addendum to, and is hereby incorporated into the agreement of even date herewith entitled Master SaaS Agreement, by and between Regent Education, Inc. (“Regent”) and the Customer, including all exhibits and addenda incorporated therein (collectively, the “Agreement”).
Sample 1

Related to Credits Against Fees

  • Preferential Collection of Claims Against Company The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

  • Preferential Collection of Claims Against the Company The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein.

  • Indemnity Against Claims The Company will pay and discharge and will indemnify and hold harmless the Issuer from (a) any lien or charge upon payments by the Company hereunder, (b) any taxes, assessments, impositions, and other charges upon payments by the Company to the Issuer hereunder, and (c) any and all liabilities, damages, costs, and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions, or other charges are sought to be imposed, or any such liability, damages, costs, and expenses are sought to be imposed, the Issuer will give prompt notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.

  • Prohibition Against Termination or Modification In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, Borrower shall not (i) surrender, terminate, cancel, modify, renew or extend the Management Agreement, (ii) enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, (iii) consent to the assignment by the Manager of its interest under the Management Agreement, or (iv) waive or release any of its rights and remedies under the Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, with respect to a new property manager such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation from each applicable Rating Agency as to such new property manager and management agreement. Notwithstanding the foregoing, however, provided no Event of Default is continuing, the approval of Lender and the Rating Agencies shall not be required with respect to the appointment of an Unaffiliated Qualified Manager. If at any time Lender consents to the appointment of a new property manager or a Qualified Manager is appointed, such new property manager (including a Qualified Manager) and Borrower shall, as a condition of Lender’s consent, execute (a) a management agreement in form and substance reasonably acceptable to Lender, (b) a subordination of management agreement in a form reasonably acceptable to Lender and (c) deliver an updated non-consolidation opinion in form and substance, and from counsel, reasonably satisfactory to Lender and satisfactory to the Rating Agencies, if such Qualified Manager is an Affiliate of Borrower, Guarantor or Key Principal (the foregoing conditions set forth in clauses (a)-(c), the “New Manager Conditions”).

  • Preferential Collection of Claims Against the Issuers The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

  • Preferential Collection of Claims Against the Issuer The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

  • Preferential Collection of Claims Against Issuer The Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.

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