Inability to Pay for Promotional Activities Required by Plan Sample Clauses

Inability to Pay for Promotional Activities Required by Plan. If a Party wishes to reduce its obligation to pay its full Collaboration Share Percentage for any activities under the CAN Plan following the [***] of such plan by the JCC, then such Party may propose that the other Party bear a portion of such Party’s payment obligation (i.e., shifting responsibility to pay for such portion of such Party’s Collaboration Share Percentage to the other Party under the CAN Plan). If the other Party does not accept such Party’s proposal, then the proposing Party shall continue to be required to pay its full Collaboration Share Percentage for all activities under the CAN Plan. If the other Party accepts such Party’s proposal to shift responsibility for payment of a portion of the proposing Party’s Collaboration Share Percentage to the other Party, then the CAN Plan will be updated accordingly and the proposing Party will pay the other Party, from the proposing Party’s share of Net Sales pursuant to Section 9.4 (Cost Share and Revenue Share), an amount equal to the portion of the proposing Party’s payment obligation that was shifted to and paid by the other Party (the “Shifted Portion Payment”); provided, however, that in no event will the proposing Party receive less than [***]% of the Net Sales that such Party would otherwise receive in any calendar quarter. In addition, if, but for the proviso in the preceding sentence, payment of the Shifted Portion Payment would have reduced the proposing Party’s share of Net Sales by more than [***]% of the Net Sales that such Party would otherwise receive in a calendar quarter, then the portion of the Shifted Portion Payment that exceeds such [***]% threshold (and thus was not paid to the other Party in such calendar quarter) will be carried over and paid from the proposing Party’s share of Net Sales in subsequent calendar quarters until the full Shifted Portion Payment is made.
Sample 1
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Related to Inability to Pay for Promotional Activities Required by Plan

  • Promotional Activities LICENSEE agrees that it shall maintain, either at its own facilities or that of any laminating subcontractor selected by LICENSEE, adequate inventories of SPD light control film purchased from any authorized supplier of Light Valve film to meet on a timely basis the anticipated requirements of LICENSEE for incorporation into Licensed Products during the term of this Agreement. In addition, LICENSEE shall promptly develop and maintain a web site relating to its business which prominently features LICENSOR's SPD technology and LICENSEE's relationship to LICENSOR, and shall participate at industry trade shows and conferences and/or engage in other marketing and promotional activities reasonably necessary to promote LICENSOR's SPD technology and LICENSEE's business relating thereto.

  • Data Necessary to Perform Services The Trust or its agent shall furnish to USBFS the data necessary to perform the services described herein at such times and in such form as mutually agreed upon.

  • Inability to Pay Any Borrower or any Guarantor shall admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business;

  • BUSINESS CONTINUITY/DISASTER RECOVERY In the event of equipment failure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond State Street’s control, State Street shall take reasonable steps to minimize service interruptions. Specifically, State Street shall implement reasonable procedures to prevent the loss of data and to recover from service interruptions caused by equipment failure or other circumstances with resumption of all substantial elements of services in a timeframe sufficient to meet business requirements. State Street shall enter into and shall maintain in effect at all times during the term of this Agreement with appropriate parties one or more agreements making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Trusts; and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. State Street shall test the ability to recover to alternate data processing equipment in accordance with State Street program standards, and provide a high level summary of business continuity test results to the Trusts upon request. State Street will remedy any material deficiencies in accordance with State Street program standards. Upon reasonable advance notice, and at no cost to State Street, the Trusts retain the right to review State Street’s business continuity, crisis management, disaster recovery, and third-party vendor management processes and programs (including discussions with the relevant subject matter experts and an on-site review of the production facilities used) related to delivery of the service no more frequently than an annual basis. Upon reasonable request, the State Street also shall discuss with senior management of the Trusts any business continuity/disaster recovery plan of the State Street and/or provide a high-level presentation summarizing such plan.”

  • Inability to Pay Debts The Borrower or any Restricted Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

  • Inability to Pay Debts; Attachment (i) Any Loan Party or any Subsidiary thereof becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or

  • ADDITIONAL ACTIVITIES I agree that during the period of my employment by the Company I will not, without the Company's express written consent, engage in any employment or business activity which is competitive with, or would otherwise conflict with, my employment by the Company. I agree further that for the period of my employment by the Company and for one (l) year after the date of termination of my employment by the Company I will not induce any employee of the Company to leave the employ of the Company.

  • Duties and Responsibilities of Executive During the Employment Period, Executive shall devote his full working time to (a) the business of the Company and its Affiliates and (b) performance of the duties and responsibilities assigned to Executive to the best of Executive’s ability and with reasonable diligence. Executive’s Employment shall also be subject to the policies maintained and established by the Company, as such policies may be amended from time to time. Executive shall at all times use his best efforts to comply in good faith with laws applicable to Executive’s actions on behalf of the Company and its Affiliates.

  • Inability to Perform This Lease and the obligations of the Tenant hereunder shall not be affected or impaired because the Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of strike, labor troubles, acts of God, or any other cause beyond the reasonable control of the Landlord.

  • Presentation of Potential Target Businesses The Company shall cause each of the Initial Shareholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Shareholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary obligations the Initial Shareholders might have.

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