Networked Application Availability Sample Clauses

Networked Application Availability. Company will provide a [*] up time for the network components of all Networked Applications, excluding only the Exclusions (“Service Threshold”). Compliance with the Service Threshold and calculation of Outages (as defined below) will be measured on a calendar month basis. The actual up time percentage will be calculated by dividing the total number of minutes in which there were Outages during an applicable month (excluding only mutually agreed scheduled maintenance time) by the total number of actual minutes in such month (also excluding mutually agreed scheduled maintenance time), and then subtracting the resulting number from 1 and multiplying that amount by 100; i.e., a calculation using the following formula: 1- (total Outage minutes in a month/total minutes in said month less scheduled maintenance times) x 100. Any event caused by any of the following shall not be an incident, nor measured as an Outage or calculated for purposes of the Service Threshold (collectively, “Exclusions”): (i) the action or inaction of T-Mobile, its affiliates or third party vendors or suppliers, (ii) technical problems within T-Mobile’s network, (iii) a force majuere event, (iv) Planned Outages under Section 3, below, (v) the quality or form of content provided by third part content providers; or (vi) the action or inaction of third parties (e.g. satellite providers). Severity Levels referenced in this SLA are defined in Section 3 below. If T-Mobile notifies Company via email or other writing of a Severity 1 or 2 incident, an “Outage” corresponding to such incident will be measured from the time of T-Mobile’s initial email or telephone call to the Company until the service is available to end users. If T-Mobile notifies Company via email or other writing of a Severity 3 incident, then for purposes of this Agreement, an “Outage” corresponding to such incident will occur if Company does not fully resolve such incident and restore the affected network components of all Networked Applications within [*] (the “Restoral Period”) after receiving T-Mobile’s initial email or telephone call. If a Severity 3 incident is not so resolved within the Restoral Period, the Outage will be measured from the time of T-Mobile’s initial email or telephone call regarding such incident until the incident is fully resolved. If Company fully resolves a Severity 3 incident within the Restoral Period, then no Outage will be taken into account with respect to such incident for purposes of determining...
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Networked Application Availability. Company will provide a [*] up time for the network components of all Networked Applications, excluding only the Exclusions (“Service Threshold”). Compliance with the Service Threshold and calculation of Outages (as defined below) will be measured on a calendar month basis. The actual up time percentage will be calculated by dividing the total number of minutes in which there were Outages during an applicable month (excluding only mutually agreed scheduled maintenance time) by the total number of actual minutes in such month (also excluding mutually agreed scheduled maintenance time), and then subtracting the resulting number from 1 and multiplying that amount by 100; i.e., a calculation using the following formula: 1- (total Outage minutes in a month/total minutes in said month less scheduled maintenance times) x 100. Any event caused by any of the following shall not be an incident, nor measured as an Outage or calculated for purposes of the Service Threshold (collectively, “Exclusions”): (i) the action or inaction of T-Mobile, its affiliates or third party vendors or suppliers, (ii) technical problems within T-Mobile’s network, (iii) a force majeure event, (iv) Planned Outages under Section 3, below, (v) the quality or form of content provided by third part content providers; or (vi) the action or inaction of third parties (e.g. satellite providers). Severity Levels referenced in this SLA are defined in Section 3 below. An outage (“Outage”) is defined as a Severity Level 1 or Severity Level 2 incident. In addition, the parties may identify and mutually agree upon specific live events (“Special Live Events”) that would merit special treatment of any outage on the channel covering such Special Live Event. If so, the parties shall mutually agree in writing, at least seven (7) days in advance of such Special Live Event, that the inability to play live video associated with such Special Live Event will be counted as an Outage even if such inability affects only the channel carrying the Special Live Event. A Severity 3 incident shall not be deemed an Outage. If T-Mobile notifies Company via email or other writing of a Severity 1 or 2 incident, an Outage corresponding to such incident will be measured from the earlier of (i) the time such incident is detected by the Company’s Network Operations Center or (ii) the time of T-Mobile’s initial email or telephone call to the Company, until the service is available to end users. Company will provide T-Mobile with a r...
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Related to Networked Application Availability

  • Product Availability The Insurance Companies have qualified the Products for offer and sale under the applicable insurance laws of various states and other jurisdictions. Producers and Registered Representatives shall solicit applications for the Products only in states and jurisdictions where such Products have been so qualified. Producers shall, upon request, be provided with a list of those states and jurisdictions in which the Products have been qualified for sale. The Insurance Companies shall file and make all statements or reports as are or may be required by the laws of such state or jurisdiction to maintain these qualifications in effect.

  • Laws Affecting LIBOR Rate Availability If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan for the remainder of such Interest Period.

  • Circumstances Affecting LIBOR Rate Availability In connection with any request for a LIBOR Rate Loan or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the LIBOR Rate for such Interest Period with respect to a proposed LIBOR Rate Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon (subject to Section 5.1(d)), on the last day of the then current Interest Period applicable to such LIBOR Rate Loan; or (B) convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.

  • Undrawn Availability After giving effect to the initial Advances hereunder, Borrowers shall have Undrawn Availability of at least $10,000,000;

  • Minimum Availability Borrower shall have minimum availability immediately following the initial funding in the amount set forth on the Schedule.

  • Circumstances Affecting Benchmark Availability Subject to clause (c) below, in connection with any request for a SOFR Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR for the applicable Interest Period with respect to a proposed SOFR Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period and, in the case of clause (ii), the Required Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to or continue any Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans in the amount specified therein and (B) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16.

  • Market disruption; non-availability 3.6.1 If and whenever, at any time prior to the commencement of any Interest Period:

  • Closing Availability After giving effect to all Borrowings to be made on the Effective Date and the issuance of any Letters of Credit on the Effective Date and payment of all fees and expenses due hereunder, and with all of the Loan Parties’ Indebtedness, the Borrowers’ Availability shall not be less than $500,000.

  • Issuing Lender Reporting Requirements Each Issuing Lender shall, on the first Business Day of each month, provide to Administrative Agent and Borrower a schedule of the Letters of Credit issued by it, in form and substance satisfactory to Administrative Agent, showing the date of issuance of each Letter of Credit, the account party, the original face amount (if any), and the expiration date of any Letter of Credit outstanding at any time during the preceding month, and any other information relating to such Letter of Credit that the Administrative Agent may request.

  • Excess Availability Borrowers shall have Excess Availability at all times of at least (i) as of any date of determination during the period from July 25, 2016 through and including August 29, 2016, $10,000,000, (ii) as of any date of determination during the period from August 30, 2016 through and including October 6, 2016, $13,000,000, (iii) as of any date of determination during the period from October 7, 2016 through and including October 13, 2016, $17,500,000, and (iv) as of any date of determination during the period from October 14, 2016 through and including December 31, 2016, $20,000,000.

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