Most Favorable Pricing Sample Clauses

Most Favorable Pricing. The parties recognize that, during the term of this Agreement, Seller may reduce its prices for competitive reasons, in order to reflect changes in technology, product line pricing, and market conditions. Seller intends to offer Buyer its “Most Favorable Pricing” for the Goods purchased or licensed by Buyer hereunder. “Most Favorable Pricing” pricing is that which is similar to (within 2% of) the pricing offered by Seller to other corporate customers purchasing similar products and services in similar volumes. Accordingly, Seller will conduct an internal evaluation sufficient to determine and to certify to Buyer, thirty (30) days prior to the end of each eighteen (18) month period during the term of this Agreement, that the pricing for the Goods purchased or licensed by Buyer hereunder reflects Seller’s Most Favorable Pricing. At Buyer’s request, Xxxxxx will describe the process it intends to use for such determination. Seller’s certification to Buyer will be in the form of a letter to Buyer from one of Seller’s senior executives either (a) confirming that the pricing for the Goods purchased or licensed by Buyer hereunder is within the two-percent range required to constitute Most Favorable Pricing, or (b) submitting to Buyer, for its approval, revised pricing schedule reflecting appropriate price reductions to enable Seller to make such certification. Any revisions to the applicable pricing schedule proposed by Seller hereunder will be finalized by the Parties in an amendment thereto. The new Most Favorable Pricing will be effective retroactively, to the time that Seller began charging lower prices to another corporate customer purchasing similar services in similar volumes, and Seller will issue Buyer a retroactive credit for fees paid by Buyer in excess of the Most Favorable Pricing.
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Most Favorable Pricing. Vendor represents and warrants that the initial proposed license fees, hosting fees, support fees, consulting fees, and any other fees shall each when considered severalty and as an aggregate total are equivalent or better pricing terms than those granted by Vendor to any other customer located within the continental United States over the last 24 months. In the event licenses or services are priced based on the size of the institution or on a per-unit basis (e.g. number of students, per server, per GB of storage, etc.) then the equivalent or better pricing guarantee shall be calculated by the per-unit basis or by dividing the number of users counted for licensing purposes by the same licensing fees and arriving a per-headcount license cost. B22 RECURRING FEES “Recurring Fees” includes maintenance fees, support fees, hosting fees, and any other fees charged or calculated on an annual, monthly or otherwise recurring basis. Rates for Recurring Fees shall not increase for thirty-six (36) months from the effective date of this Agreement, and in any subsequent term shall increase at most once annually. Each such annual rate increase shall not exceed the rates of the immediately preceding annual period by an amount great than the lesser of: (a) 3% (three percent), (b) the rate of annual inflation as reflected by the Consumer Price Index - Urban for all US Cities, unadjusted (“CPI- U”), or (c) the rate increase Vendor charges to its general customer base.
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Most Favorable Pricing. Supplier represents, warrants and covenants that the Purchase Price or negotiated increase will not be less favorable than those prices charged by Supplier to any other North American customer under similar terms, purchasing equal or lesser quantities of the same or similar Product during the term. If lower prices are made available by Supplier to any other North American customer under similar terms, Supplier must promptly notify Buyer in writing and make those lower prices available to Buyer. The lower prices then will apply to all current and subsequent POs.
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Most Favorable Pricing. Smart Denture represents and warrants that the Prices set forth on Exhibit A are (after taking into account costs related to shipping) at least as low as the price charged by Smart Denture to other resellers for similar volumes of the same Products. If, at any time during the Term, Smart Denture charges any other reseller a lower price for the same Products, Smart Denture shall apply that price to all same or similar Products under this Agreement. If Smart Denture fails to meet the lower price, Reseller may, at its option, in addition to all of its other rights under this Agreement, terminate this Agreement without liability.
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Most Favorable Pricing. With respect to those Pharmacy Services which are paid for by Extendicare or one of its Affiliates (e.g., under the current Medicare prospective payment system or a capitated managed care arrangement), such rate shall not be higher than the most favorable rates concurrently charged for Pharmacy Services provided to residents of the same payor type in like Facilities by that Omnicare Pharmacy or other Omnicare Pharmacies reasonably capable of servicing such Extendicare Facility in the same state and for reasonably comparable volumes of product and upon reasonably comparable terms and conditions (including distance of the Facility from the Omnicare Pharmacy, dispensing system used, services included and service levels), as such rates may be changed by the Omnicare Pharmacies from time to time; and provided, that with respect to those Pharmacy Services which <PAGE> are paid for by Extendicare or one of its Affiliates under the current Medicare prospective payment system as currently being implemented, pricing shall be as set forth on Schedule 1 hereto for the period from the date of this Agreement through the third (3rd) anniversary of the effective date hereof. Schedule 2 hereto sets forth the initial pricing established by the parties for residents covered under a capitated managed care arrangement, which pricing shall be adjusted from time to time in accordance with the foregoing sentence. Within sixty (60) days after the beginning of each calendar year after the date hereof (commencing in the year 2000), Omnicare shall certify to Extendicare that the prices charged during the preceding calendar year by the Omnicare Pharmacies to the Extendicare Facilities and their residents complied with subsection 4.0 and this subsection 4.b. of the Agreement (or shall specify any respects in which such prices failed to so comply); provided, that Omnicare shall not be obligated to conduct any audit of such prices in order to make such certification, and if any audit conducted by Extendicare pursuant to subsection 4.c. indicates any item(s) of actual or potential noncompliance, or Extendicare other wise believes that one or more items of actual or potential noncompliance occurred which are not indicated in such certification, then the parties shall proceed as set forth in the second paragraph of subsection 4.c., and Omnicare's liability as a consequence of any such certification proving to be false in any respect shall be limited to the obligations expressly set forth in...
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Most Favorable Pricing. By submitting a response to this Request for Proposal, the contractor guarantees the City that the prices reflected in this proposal are no higher than those charged the Contractor’s most favored customer for the same or substantially similar service.
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Most Favorable Pricing. Throughout the term of this Agreement, You warrant to Xxxxxxx that the prices set forth in this Agreement, in conjunction with the discounts offered herein for any similar item or equivalent service, are no higher than Your lowest price charged any customer for a comparable product or spare part regardless of any special terms, conditions, rebates or allowances of any nature. Nothing in this Section shall be interpreted as modifying Section 2 hereof by authorizing or permitting You to use any Other IP Rights (as defined in such Section) in the manufacture or sale of a comparable product or spare part or otherwise. If You sell any comparable product to any other customer at a price lower than the price set forth in this Agreement You shall adjust Xxxxxxx'x price to achieve and maintain the lower price for all future invoices for such Product. In addition, Xxxxxxx may adjust its payment for any Product invoiced by You and unpaid by Xxxxxxx to achieve the lower price. In the event that You offer a lower price for any comparable product to any customer(s) for any reason, You shall immediately notify Xxxxxxx of each price change and adjust Xxxxxxx'x price to meet and, if applicable, compensate for the new pricing structure. Xxxxxxx shall have the right upon reasonable request and advance written notice to You, not more than once annually, to have an independent third party auditor agreed to by both Xxxxxxx and You audit Your applicable books and records to the extent necessary to verify Your compliance with this Section 5. If such audit reveals an error of more than five percent (5%) of the amounts paid by Xxxxxxx in the aggregate, You shall pay the reasonable fees and expenses of such audit. The auditor will notify both Xxxxxxx and You in writing as to the comply/non-comply results of the audit, but will not provide Xxxxxxx with any of Your specific pricing data.
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Most Favorable Pricing. Supplier warrants that the prices charged for the Services under this Agreement are not higher than the lowest prices charged by Supplier to any of its external customers for similar services. If Supplier charges any external customer a lower price for similar services, Supplier shall notify Xxxxxxx and apply the lower price to all Services. If at any time before full performance of this Agreement Xxxxxxx notifies Supplier in writing that Xxxxxxx has received a written offer from another service provider for services similar to those provided under this Agreement at a price lower than the price set forth in this Agreement or a SOW, the Parties shall cooperate in good faith with the intention to meet the lower price.
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Most Favorable Pricing. Further, UniPixel will provide Intel Designated Customers and Intel or its Affiliates, the same or better pricing than is offered to any other UniPixel customers for the same Sensor screen size of equivalent configuration (i.e., single-sided vs. dual-sided), if such pricing is lower than the not-to-exceed pricing noted above in Section 5.1.
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Related to Most Favorable Pricing

  • Most Favored Status Each Seller and Guarantor agrees that should any Seller, Guarantor or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Buyer or an Affiliate of Buyer which by its terms provides more favorable terms to Buyer with respect to any guaranties or financial covenants, including without limitation covenants covering the same or similar subject matter set forth in Sections 13(j) and 13(q) hereof (a “More Favorable Agreement”), Seller and/or Guarantor shall provide notice to Buyer of such more favorable terms, and the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Sellers or Guarantor to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated. Each Seller and Guarantor agrees to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto. Promptly upon any Seller, Guarantor or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer and to the extent not publicly filed, such Seller or Guarantor shall deliver to Buyer a true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation.

  • Most Favored Lender If at any time the Multi-Year Revolving Credit Agreement includes any covenant which is not contained in this Agreement, or any existing covenant in the Multi-Year Revolving Credit Agreement which is also contained in this Agreement is amended or 46969638_8 modified in any manner, or a consent or waiver has been given in respect thereof, then and in such event the Borrower shall, in the event the Lender is not party to the Multi-Year Revolving Credit Agreement, give written notice thereof to the Lender not later than ten days following the date of execution of such Multi-Year Revolving Credit Agreement or amendment thereof, as the case may be. Effective on the date of execution of such Multi-Year Revolving Credit Agreement or amendment, other modification, waiver or consent thereof (to which Bank of America has consented to such amendment, modification, waiver or consent), as the case may be, such covenants and related definitions and other provisions (collectively, the “Incorporated Covenants”) shall then and thereupon (mutatis mutandis) be deemed to have been incorporated herein; and any breach or event of default in respect of any such Incorporated Covenant shall, subject to the foregoing, be deemed to be an Event of Default hereunder subject to all applicable terms and provisions of this Agreement, including, without limitation, the right of the Lender to waive or not waive any breach thereof (independent of any right of any other creditor of the Borrower or such Subsidiary in respect of any such Incorporated Covenants). Without limiting the foregoing, any amendment, elimination or termination of, or waiver or consent with respect to, any such Incorporated Covenant (including as a result of the termination or repayment in full of the Multi-Year Revolving Credit Agreement) in accordance with the terms of the Multi-Year Revolving Credit Agreement to which Bank of America has consented to shall then and thereupon (mutatis mutandis) constitute an amendment, elimination or termination, as the case may be, of, or waiver or consent with respect to, such Incorporated Covenant hereunder. [The remainder of this page intentionally left blank.] 46969638_8

  • Most Favored Lender Status In the event that the Company shall at any time after the date of this Agreement enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness of the Company in excess of $10,000,000 in principal amount (other than Indebtedness permitted by Section 10.6) (a “Reference Agreement”) containing one or more Additional Covenants, the terms of this Agreement shall, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant contained in such Reference Agreement. The Company further covenants to promptly execute and deliver at its expense (including, without limitation, the fees and expenses of counsel for the holders of the Notes) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendment of this Agreement to include such Additional Covenants, provided that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment as provided for in this Section 9.9, but shall merely be for the convenience of the parties hereto. Notwithstanding the foregoing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently amended or modified in the relevant Reference Agreement, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement and replace such Additional Covenant as originally incorporated, mutatis mutandi, as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.9 is subsequently removed or terminated from the relevant Reference Agreement or the Company is otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder. In the event that an Additional Covenant is amended, modified, removed or terminated pursuant to this Section 9.9 and the Company and the Required Holders previously entered into an amendment to incorporate such Additional Covenant herein, the holders of the Notes, upon the request of the Company, shall enter into an amendment to this Agreement to reflect such amendment, modification, removal or termination of such Additional Covenant; provided that the failure of the holders of the Notes and the Company to execute and deliver any such amendment shall not adversely affect the automatic incorporation of any amended or modified Additional Covenants into, or the automatic removal or termination of Additional Covenants from, this Agreement as provided above in this Section 9.9.

  • Most Favored Customer Contractor shall, within thirty (30) days of their effective date, to notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer provisions in third-party contracts or agreements that may affect the promotion of this Master Agreements or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this Master Agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions.

  • Most Favored Nation Provision From the date hereof and for so long as a Purchaser holds any Securities, in the event that the Company issues or sells any Common Stock or Common Stock Equivalents, if a Purchaser then holding outstanding Securities reasonably believes that any of the terms and conditions appurtenant to such issuance or sale are more favorable to such investors than are the terms and conditions granted to the Purchasers hereunder, upon notice to the Company by such Purchaser, the Company shall amend the terms of this transaction as to such Purchaser only so as to give such Purchaser the benefit of such more favorable terms or conditions. This Section shall not apply with respect to an Exempt Issuance. The Company shall provide each Purchaser with notice of any such issuance or sale not later than ten (10) Trading Days before such issuance or sale.

  • Pricing The Contractor will not exceed the pricing set forth in the Contract documents.

  • Transfer Pricing The Company and each of its Subsidiaries are in compliance in all material respects with all applicable transfer pricing Laws and regulations, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology and conducting intercompany transactions at arm’s length.

  • Most Favored Nations The Company hereby represents and warrants that as of the date hereof, and covenants and agrees that after the date hereof, none of the agreements with other Forward Contract Parties or any other person for the purchase of Forward Purchase Units includes or will include terms, rights or other benefits that are more favorable, in any material respect, to such other Person than the terms, rights and benefits in favor of the Purchaser under this Agreement, and the Company will not amend any of the material terms, rights or benefits in, or waive any material obligation under, any of the agreements with such other Person unless, in any such case, the Purchaser has been offered in writing the opportunity to concurrently receive the benefits of all such terms, rights and benefits or waiver. The Purchaser shall notify the Company in writing, within ten (10) days after the date it has been offered the opportunity to receive the benefit of such terms, rights, benefits or waiver, of its election to receive any such term, right, benefit or waiver so offered.

  • Most Favored Nation While the Note or any principal amount, interest or fees or expenses due thereunder remain outstanding and unpaid, the Company shall not enter into any public or private offering of its securities (including securities convertible into shares of Common Stock) with any individual or entity (an “Other Investor”) that has the effect of establishing rights or otherwise benefiting such Other Investor in a manner more favorable in any material respect to such Other Investor than the rights and benefits established in favor of the Buyer by this Agreement or the Note unless, in any such case, the Buyer has been provided with such rights and benefits pursuant to a definitive written agreement or agreements between the Company and the Buyer.

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