Reduction for Non-Acceptances Sample Clauses

Reduction for Non-Acceptances. The Maximum Settlement Amount was agreed upon by the parties based upon an assumed 100% acceptance of the Alternative Recovery Offers by all Eligible MasterCard Issuers. Accordingly, in the event the Opt-In Threshold Condition shall have been satisfied but one or more Eligible MasterCard Issuers shall not have validly accepted its or their Alternative Recovery Offer(s) (the “Non-Accepting Issuers”), the Maximum Settlement Amount shall be reduced by the “Aggregate Non-Accepted Offers Amount,” which shall be determined as follows: for each Non-Accepting Issuer, that Non-Accepting Issuer’s “Non-Accepted Offer Amount” shall be an amount equal to the sum of (x) the number of such Non-Accepting Issuer’s Reissued Accounts as shown in the Accounting Statement multiplied by $0.50, plus (y) the number of such Non-Accepting Issuer’s Specially Monitored Accounts as shown in the Accounting Statement multiplied by $0.125; the “Aggregate Non-Accepted Offers Amount” shall be the aggregate amount of the Non-Accepted Offer Amounts of all Non-Accepting Issuers up to but not exceeding a maximum aggregate amount of $400,000 for all such Non-Accepted Offer Amounts; and the “Adjusted Settlement Amount” shall be the amount obtained by subtracting the Aggregate Non-Accepted Offers Amount from the Maximum Settlement Amount.
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Reduction for Non-Acceptances. The maximum aggregate amounts of the Set 1, 2, 3, and 4 ADCR Recoveries, the Total ADCR Recovery Amounts, the Minimum Recovery Amounts, and the Alternative Recovery Amounts, as stated in Section 3.3.1, assume 100% acceptance of the Alternative Recovery Offer by the Eligible Visa Issuers. The only amounts actually payable by Fifth Third and indemnifiable by TJX under Sections 4 and 5 of this Settlement Agreement shall be the Alternative Recovery Amount of each Accepting Issuer. Accordingly, each of the aggregate maximum dollar amounts set forth in Section 3.3.1 shall be reduced, and the potential liability of Fifth Third and TJX under Sections 4 and 5 of this Settlement Agreement in respect of each of those maximum aggregate amounts shall correspondingly be reduced, dollar for dollar, by the aggregate dollar amounts that Eligible Visa Issuers that do not timely submit their respective Alternative Recovery Acceptances would have been entitled to receive under the Alternative Recovery Offer had they qualified hereunder to be Accepting Issuers.
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Reduction for Non-Acceptances. In the event that one or more of the Eligible MasterCard Issuers does not timely and validly accept its ARO (any such Eligible MasterCard Issuer that does not so accept its ARO is herein called a “Non-Accepting Issuer”), but the Opt-In Threshold Condition nonetheless is either met or waived as provided in Section 4.1, MasterCard will, within seventy-five (75) days from the date of MasterCard’s delivery of the Alternative Recovery Acceptance Report, determine the Non-Accepting Issuer Award for each Non-Accepting Issuer and provide HPS with written notice (as provided in Section 10.1) of each Non-Accepting Issuer Award (the “Non-Accepting Issuer Awards Report”), such notice to (i) identify each Non-Accepting Issuer by name and by the numerical identifier used for such issuer in the Accounting Statement; (ii) set forth the amount of each such issuer’s ARA and Non-Accepting Issuer Award; and (iii) calculate the Non-Accepting Issuer ARA Amount and the Non-Accepting Issuer Awards Amount. MasterCard’s provision of the Non-Accepting Issuer Awards Report shall constitute a representation and warranty by MasterCard as to the accuracy of the information contained therein. The Settlement Amount will thereupon be adjusted downward, as follows: 3.5.1. If the Non-Accepting Issuer Awards Amount is 50% or less of the Non-Accepting Issuer ARA Amount, then the Settlement Amount shall be reduced by an amount equal to the difference between the Non-Accepting Issuer ARA Amount and the Non-Accepting Issuer Awards Amount. In such event, HPS will not challenge (in any judicial or non-judicial proceeding), and will cause the HPS Acquirers not to challenge, any of the Non-Accepting Issuer Awards, including any individual Non-Accepting Issuer Award that exceeds 50% of the Non-Accepting Issuer’s ARA, and will release MasterCard from any liability thereon pursuant to the Release, in the event the Consummation Date occurs. 3.5.2. If the Non-Accepting Issuer Awards Amount is greater than 50% of the Non-Accepting Issuer ARA Amount, but the Consummation Date nevertheless occurs by reason of HPS and MasterCard waiving, in writing at least five (5) Business Days before the Closing Deadline, the Ruling Condition, then (i) in the event HPS timely makes the Challenge Declaration the Settlement Amount shall be reduced by an amount equal to the difference between the Non-Accepting Issuer ARA Amount and the aggregate amount of those Non-Accepting Issuer Awards that are 50% or less of the ARA of th...
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Related to Reduction for Non-Acceptances

  • Termination for Non-Payment We may terminate this Agreement with immediate effect by giving written notice to you if you fail to pay any amount due under this Agreement on the due date for payment and remain in default not less than thirty

  • Termination for Non-Allocation of Funds Renegotiate the Contract under the revised funding conditions; or

  • Termination for Nonpayment In the event of the nonpayment of fees owed to DSI, DSI shall provide written notice of delinquency to all parties to this Agreement. Any party to this Agreement shall have the right to make the payment to DSI to cure the default. If the past due payment is not received in full by DSI within one month of the date of such notice, then DSI shall have the right to terminate this Agreement at any time thereafter by sending written notice of termination to all parties. DSI shall have no obligation to take any action under this Agreement so long as any payment due to DSI remains unpaid.

  • NON-ACCEPTANCE OF SETTLEMENT AGREEMENT If, for any reason whatsoever, this Settlement Agreement is not accepted by the Hearing Panel or an Order in the form attached as Schedule “A” is not made by the Hearing Panel, each of Staff and the Respondent will be entitled to any available proceedings, remedies and challenges, including proceeding to a disciplinary hearing pursuant to sections 20 and 24 of By- law No. 1, unaffected by this Settlement Agreement or the settlement negotiations.

  • Time for Acceptance Unless the Optionee shall evidence his/her acceptance of this Option by execution of this Agreement within ten (10) days after its delivery to him/her, the Option and this Agreement shall be null and void.

  • Termination for Non-Appropriation The continuation of this Contract beyond the current fiscal year is subject to and contingent upon sufficient funds being appropriated, budgeted, and otherwise made available by the City. The City may terminate this Contract, and Contractor waives any and all claim(s) for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason the City’s funding from State and/or federal sources is not appropriated or is withdrawn, limited, or impaired.

  • Offer and Acceptance of Weekend Overtime (a) The Employer is committed to providing reasonable notice to Employees of an offer / cancellation of weekend overtime. To this end, notice will generally be provided prior to the normal meal break on Thursday. Where the Employer is unable to give such notice the Employer may offer I cancel such overtime by notifying affected Employees before the finish time of ordinary hours on Friday. (b) Overtime will be offered on a work required basis. (c) Employees who accept an offer of weekend overtime will be obliged to attend. However, Employees may find themselves unable to fulfil their commitment to attend site. Such Employees will notify the Employer before the planned finishing time on Friday. (d) An Employee may refuse to work weekend overtime if the requirement to do so is plainly unreasonable having regard to: (i) the hours of work that will be worked by that Employee in the week of the weekend overtime; (ii) the amount of weekend overtime worked by the Employee within the previous six weeks; (iii) the Employee’s family responsibilities; and (iv) any other special circumstances peculiar to the Employee.

  • Procedure for Acceptance If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space described in the First Refusal Notice, then within five (5) business days after delivery of the First Refusal Notice to Tenant (“Election Date”), Tenant shall deliver notice to Landlord of Tenant’s exercise of its right of first refusal with respect to the entire space described in the First Refusal Notice and on the First Refusal Economic Terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if Tenant does not exercise its right of first refusal within the five (5) business day period (on all of the First Refusal Economic Terms), then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Terms.

  • BID ACCEPTANCE PERIOD A bid shall constitute an irrevocable offer for a period of ninety (90) days from the bid opening date or until the date of award. In the event that an award is not made by the County within ninety (90) days from the bid opening date, the Bidder may withdraw their bid or provide a written extension of their bid.

  • Order Acceptance Xxxxxxx’x acceptance of the Order and consequent agreement to the Contract by either: (a) delivering the Goods, Services, or Digital Services; or

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