EXTRAORDINARY SUPPORT Sample Clauses

EXTRAORDINARY SUPPORT. Unisphere agrees, to provide extraordinary support (material and/or services) at then current prices and agreed discount schedules to assist Siemens in helping Customer in restoring service which has been disrupted due to catastrophic conditions (fire, flood, etc.). This support shall consist of that level of effort required to provide support in a time frame deemed necessary by Customer and agreed to by Unisphere consistent with resource and manpower limitations of Unisphere.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
EXTRAORDINARY SUPPORT. (1) In addition to the provisions for replacement of Product set forth in EXHIBIT D hereof entitled "PURCHASE FOR INTERNAL USE, WARRANTY AND PRODUCT SUPPORT" Seller agrees, in any event, if any natural or other disaster or emergency causes an out of service condition, Seller shall use extraordinary effort to locate or provide (i.e. procure or manufacture) and ship to Customer replacement Product within forty-eight (48) hours of verbal notification by Customer within the limits of available transportation.
Sample 1
EXTRAORDINARY SUPPORT. Seller agrees to the extent possible to provide extraordinary support (materials, manpower, etc.) within Seller's resource and manpower limitations to furnish abnormal demand for Products under this Agreement at the prices listed herein, plus any additional extraordinary support costs incurred to assist Customer in restoring service which has been disrupted because of catastrophic conditions (fire, flood, etc.) Extraordinary support shall be defined as that level of effort required (i.e., including overtime) to provide Products in a time frame that is mutually agreeable.
Sample 1
EXTRAORDINARY SUPPORT. (1) In addition to the provisions for replacement of Product set forth in EXHIBIT D hereof entitled “PURCHASE FOR INTERNAL USE, WARRANTY AND PRODUCT SUPPORT” Seller agrees, in any event, if any natural or other disaster or emergency causes an out of service condition, subject to the provisions of this Section (18) Seller shall use Extraordinary Support to locate or provide (i.e., procure or manufacture) and ship to Customer replacement Product within forty-eight (48) hours of verbal notification by Customer within the limits of available transportation (hereinafter referred to as “Extraordinary Support”).
Sample 1
EXTRAORDINARY SUPPORT. In addition to the provisions for repair or replacement of PRODUCT set forth in Section 12.3 hereof, entitled REPAIRS AND REPLACEMENT and Article 14 hereof, entitled WARRANTIES, Supplier agrees, in any event, if any natural or other disaster or emergency causes an out of service condition, Supplier shall use commercially reasonable efforts to provide best efforts to locate or provide (i.e. procure or NOTICE: Recipient acknowledges that the information contained herein is proprietary to Purchaser and that Recipient may not use or disclose this information except under and pursuant to the executed Non-Disclosure Agreement. manufacture) and ship to Purchaser replacement PRODUCT, and make available necessary manpower within twenty four (24) hours of verbal notification by Purchaser. Such emergency support shall be available twenty four (24) hours a day, seven (7) days a week during the term of this Agreement and for a period of ten (10) years after the expiration of this Agreement or survival of the technology, whichever is greater. Charges for replacement PRODUCT AND SERVICES shall be at the prices contained in Appendix D or if not specifically set forth thereon, at Supplier’s then current rates for such services, subject to Supplier’s obligations under Section 7.3 hereof, for the term of this Agreement. This clause shall not be construed to require Supplier to maintain any inventories whatsoever nor maintain any position of readiness to perform in the future nor require breach of Supplier’s contractual obligations to third parties. ARTICLE 18 [Intentionally Omitted]
Sample 1
EXTRAORDINARY SUPPORT. Notwithstanding the prior termination or expiration of this Agreement, Supplier shall provide immediate extraordinary support for Goods and Software furnished hereunder in order to assist Buyer in restoring service which has been disrupted due to a catastrophic condition. Such support includes, but is not limited to, provisioning of materials and/or manpower at the then-current agreement price or, in the absence of any agreed price, at Supplier's then-current published prices or a premium price as mutually agreed. If such condition occurs, Supplier shall waive any delivery schedule priorities to the extent it is reasonably able to do so. This Clause shall not be construed to require Supplier to maintain any inventories whatsoever or to maintain any position or status of readiness to perform in the future.
Sample 1
EXTRAORDINARY SUPPORT. 66.1 Supplier agrees to make its best efforts to provide immediate extraordinary support (materials, manpower, etc.) at Supplier's current prices or premiums as mutually agreed to assist Buyer in restoring service which has been disrupted due to catastrophic condition (fire, flood, etc.). Such obligation of Supplier shall continue for a period of ten (10) years after the shipment of Goods.
Sample 1
AutoNDA by SimpleDocs

Related to EXTRAORDINARY SUPPORT

  • EXTRAORDINARY SERVICES For any services other than those covered by the aforementioned, a special per hour charge will be made commensurate with the character of the service, time required and responsibility involved. Such services include but are not limited to excessive administrative time, attendance at closings, specialized reports, and record keeping, unusual certifications, etc. Managing General Partner agrees to report all funds in accordance with appropriate tax treatment. FEE SCHEDULE IS SUBJECT TO ANNUAL REVIEW AND/OR ADJUSTMENT UPON AMENDMENT THERETO.

  • Extraordinary Dividend If the Company, at any time while this Purchase Option is outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock (or other shares of the Company's capital stock receivable upon exercise of the Purchase Option), other than (i) as described in Sections 6.1.1, 6.1.3 or 6.1.4, (ii) regular quarterly or other periodic dividends, (iii) in connection with the conversion rights of the holders of Common Stock upon consummation of the Company's initial Business Combination or (iv) in connection with the Company's liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an "Extraordinary Dividend"), then the Exercise Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company's Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.

  • Extraordinary Events The Company is not authorized to accept as the Fund’s designee any individual purchase or redemption of shares in an amount which equals or exceeds the “Large Transaction Amount” for a Portfolio (as specified in Schedule C) where such order is the result of an “Extraordinary Event” of which the Company is aware, unless the Company has notified the Sponsor of such order as soon as practicable following the Company becoming aware of the Extraordinary Event and, with respect to purchases or redemptions of which the Company is aware as of 3:00 p.m. Eastern time on the trade date, in no event later than 3:00 p.m. Eastern time on the trade date. For these purposes, an “Extraordinary Event” shall mean an event outside normal operations such as an entire Account moving into or out of a Portfolio or an asset transfer arising from a merger, acquisition or divestiture. The Sponsor reserves the right to refuse any purchase order, or to delay settlement of any redemption order, which equals or exceeds the applicable Large Transaction Amount and results from an Extraordinary Event, which the Sponsor, in its sole discretion, deems disruptive or detrimental to the applicable Portfolio. The Sponsor reserves the right to amend or revise Schedule C at any time and will provide at least 24 hours’ advance notice of such revision to the Company.

  • Extraordinary Distributions If at any time after the date of issuance of this Warrant the Company shall distribute to all holders of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation and the Common Stock is not changed or exchanged) cash, evidences of indebtedness, securities or other assets (excluding (i) ordinary course cash dividends to the extent such dividends do not exceed the Company's retained earnings and (ii) dividends payable in shares of capital stock for which adjustment is made under Section 6.1(a)) or rights, options or warrants to subscribe for or purchase securities of the Company (excluding those for which adjustment is made under Section 6.1(c)), then the number of shares of Common Stock to be delivered to such Warrantholder upon exercise of this Warrant shall be increased so that the Warrantholder thereafter shall be entitled to receive the number of shares of Common Stock determined by multiplying the number of shares such Warrantholder would have been entitled to receive immediately before such record date by a fraction, the denominator of which shall be the Current Market Price per share of Common Stock on such record date minus the then fair market value (as reasonably determined by the Board of Directors of the Company in good faith) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock (provided that such denominator shall in no event be less than $.01) and the numerator of which shall be the Current Market Price per share of the Common Stock, and the Exercise Price shall be adjusted as provided below in paragraph (h).

  • Extraordinary Dividends If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board of directors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

  • Nonrecurring and Extraordinary Expenses Such nonrecurring or extraordinary expenses as may arise, including the costs of actions, suits, or proceedings to which the Fund is a party and the expenses the Fund may incur as a result of its legal obligation to provide indemnification to its officers, directors, and agents.

  • Adjustment for Extraordinary Events The Purchase Price to be paid by the Holder upon exercise of this Warrant, and the consideration to be received upon exercise of this Warrant, shall be adjusted in case at any time or from time to time pursuant to Article XI of the Purchase Agreement as if such provisions were specifically set forth herein.

  • Extraordinary Events Regarding Common Stock In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Purchase Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Purchase Price in effect on the date of such exercise.

  • Extraordinary Termination This Agreement shall be deemed to be terminated in the case of the sale of the Vessel or if the Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss or is requisitioned.

  • Extraordinary Dividends and Distributions In case the Company at any time or from time to time after the date hereof shall declare, order, pay or make a dividend or other distribution (including, without limitation, any distribution of other or additional stock or other securities or property or Options by way of dividend or spin-off, reclassification, recapitalization or similar corporate rearrangement) on the Common Stock, then, in each such case, subject to Section 3.8, the Purchase Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of any class of securities entitled to receive such dividend or distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Purchase Price by a fraction

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!