Replacement Indices Sample Clauses

Replacement Indices. Should any index utilized by the parties be unavailable or cease to be published, the parties shall promptly meet and in good faith determine an alternative index or payment methodology that will place each in a comparable economic position to that they would have been in had the original index have been available and utilized. Should the parties be unable to so reach agreement, either may submit the matter for arbitration pursuant to the expedited rules of the American Arbitration Association.
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Replacement Indices. In the event a published index or rate required hereunder is not available, the Parties shall promptly agree upon an alternative index or rate to be utilized, upon either Party giving written notice to the other that an alternative index or rate is needed. Such alternative index or rate shall be effective retroactively to the date on which the original index or rate ceased to be available. If the Parties have not agreed on an alternative index or rate by the end of the fifth (5th) Business Day after notice was given, then each Party shall, by the end of the fifteenth (15th) Business Day after the notice was given, prepare a list of three alternative published and industry recognized indices or rates to replace the index or rate that has become unavailable. The first common item that appears on each of the lists shall be the alternative index or rate. If there is more than one common item on both lists, the one appearing first on both lists, giving priority to the list first submitted by one Party to the other, shall be the alternative index or rate. If no common item appears on the lists, each Party may strike in turn, one item from the other Party’s list until only one item remains on each list. The alternative index or rate will then be determined from the two remaining items by coin flip. If either Party fails to deliver a list, the first item appearing on the submitting Party’s list will govern and prevail to determine the alternative index or rate.
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Replacement Indices. If the component index set forth in subsections (A) or (B) of this Section is no longer published at the time that an adjustment is to be calculated, or if the base or method of calculation used for the component index is altered, the calculation shall be made using a comparable similar index or method mutually agreed upon by the Company and the County.
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Replacement Indices. All indices used in this Agreement are set forth in Exhibits B, Schedule 1-4. A key to the indices used in Exhibit B is attached as Exhibit G. If any index or any revision or equivalent of that index ceases to be published by any federal agency, the parties shall mutually select a substantially equivalent index which, after necessary adjustment, if any, provides the most reasonable substitute for such index.
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Replacement Indices. If any index specified in this Agreement is suspended, discontinued, rebased or the basis of its calculation is modified (the “Suspended Index”), unless otherwise specified herein an equivalent index (the “Replacement Index”) will be substituted for the Suspended Index by LANXESS and BioAmber Sarnia, as may be agreed between LANXESS and BioAmber Sarnia, acting reasonably, and failing such agreement, as may be determined by an arbitrator appointed in accordance with Section 19.3 of the Agreement. The use of the Replacement Index will not commence until such time that the Suspended Index is no longer published, and LANXESS and BioAmber Sarnia, or the arbitrator, as the case may be, shall determine a method for the linkage and continuous transition from the Suspended Index to the Replacement Index which measures and reflects inflationary/deflationary forces while avoiding retrospective adjustments to the same.
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Replacement Indices. If either the London Metal Exchange or Xxxxx’x Metals Week cease reporting spot prices for any Mineral described above, those references, with respect to that Mineral, shall be replaced with references to spot prices of that Mineral in the most nearly comparable established market and/or publication selected by the parties’ mutual agreement. If the parties cannot reach agreement on a mutually satisfactory market measure or publication within thirty (30) days after cessation of the applicable report, then either party may submit the issue for resolution pursuant to the procedures set forth in paragraph 4.1 below.
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Replacement Indices. (a) If the parties cannot agree on substitute data or a substitute index pursuant to Section 6.5(i) and if Boundary Gas, Inc. has no subsisting long-term gas purchase contract with Consolidated Edison Company of New York Inc., then the procedures set forth in Section 6.8(b) below shall apply provided, however, to the extent the results of such proceedings under Section 6.8(b) require regulatory approval, which may include short term approvals, then the effectiveness of the alternate Reference Price calculated in accordance with Section 6.8(b) shall be subject to the receipt of all governmental and regulatory approvals required to make the Reference Price effective without modifications (unless such modifications are acceptable to both parties); the parties shall promptly apply for such approvals if required. The purpose of any such proceeding with respect to the substitute data or substitute index shall be to determine substitute data or a substitute index that is comparable in all material respects to the formerly published data or index for which a substitute is required.
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Replacement Indices. Unavailable Index If a price quotation or rate is based on a published rate or index (including LIBOR), and that published rate or index is for any reason not published (other than temporarily), or otherwise ceases to be available or there is a fundamental change in the manner in which it is calculated, the parties will, in good faith, promptly negotiate an appropriate equivalent, the effects of which (so far as can be assessed at the time at which such replacement rate or index is selected) are as close as practicable to those that would have been expected of the original rate or index. If any rate or index used in this Agreement is not published for a particular date, but the publication containing such rate or index continues to be published and the rate or index itself continues to exist, the parties will use the published rate or index in effect for the date such rate or index was most recently published prior to the particular date unless otherwise provided in this Agreement or agreed between the parties. Determining a replacement index If the parties do not reach agreement on a replacement rate or index within a period of 14 days after the date of the occurrence of the circumstances referred to in clause 19.1(a), then either party may request that the matter be referred for determination by an Expert appointed in accordance with clause 19.3. The Expert is instructed to select the published rate or index or a combination of published rates or indices (in each case with adjustments as necessary or appropriate), the effects of which (so far as can be assessed at the time at which such replacement rate or index is selected) are as close as practicable (taking into account, among others, considerations of the relevant market coverage, depth, liquidity and volatility) to those that would have been expected of the original rate or index had the original rate or index continued to be published and used and had there been no fundamental change in the manner in which the original rate or index was calculated. The parties shall be permitted to present evidence on publicly available data from independent reputable sources, as well as evidence from experts in the field of energy, pricing and other relevant matters, including in relation to industry practice, but the determination of the Expert will be final and binding upon the parties save in the event of fraud or manifest error. The Expert may also seek independent professional advice in relation to such matte...
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Replacement Indices 
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Related to Replacement Indices

  • Benchmark Replacement Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

  • Regulatory Milestones Celgene shall make the following approval milestone payments to Jounce that are set forth below upon the first achievement by or on behalf of Celgene, its Affiliates or Sublicensees of the Regulatory Milestone Events set forth below with respect to the first Co-Co Product that achieves such event. For clarity, each milestone set forth below shall be due and payable one time only (regardless of the number of Co-Co Products to achieve any such Regulatory Milestone Event). CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Regulatory Milestone Event (For the first Co-Co Product that achieves such event) Milestone Payments (in $ millions) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For each of Paragraphs (1) - (3) of this Exhibit C-2, the Parties understand and agree that in no event will more than one (1) milestone payment be paid with respect to any specific event triggering a payment under this Jounce Lead Co-Co Agreement.

  • New Products You agree to comply with NASD Notice to Members 5-26 recommending best practices for reviewing new products.

  • Benchmark Replacement Conforming Changes In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

  • Product Changes Vocera shall have the right, in its absolute discretion, without liability to End User, to update to provide new functionality or otherwise change the design of any Product or to discontinue the manufacture or sale of any Product. Vocera shall notify End User at least 90 days prior to the delivery of any Product which incorporates a change that adversely affects form, fit or function (“Material Change”). Vocera shall also notify End User at least 90 days prior to the discontinuance of manufacture of any Product. Notification will be made as soon as reasonably practical for changes associated with regulatory or health and safety issues.

  • Benchmark Replacement Setting Notwithstanding anything to the contrary herein or in any other Loan Document:

  • Product ACCEPTANCE Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User(s) shall have thirty (30) days from the date of delivery to accept hardware products and sixty (60) days from the date of delivery to accept all other Product. Where the Contractor is responsible for installation, acceptance shall be from completion of installation. Failure to provide notice of acceptance or rejection or a deficiency statement to the Contractor by the end of the period provided for under this clause constitutes acceptance by the Authorized User(s) as of the expiration of that period. The License Term shall be extended by the time periods allowed for trial use, testing and acceptance unless the Commissioner or Authorized User agrees to accept the Product at completion of trial use. Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User shall have the option to run testing on the Product prior to acceptance, such tests and data sets to be specified by User. Where using its own data or tests, Authorized User must have the tests or representative set of data available upon delivery. This demonstration will take the form of a documented installation test, capable of observation by the Authorized User, and shall be made part of the Contractor’s standard documentation. The test data shall remain accessible to the Authorized User after completion of the test. In the event that the documented installation test cannot be completed successfully within the specified acceptance period, and the Contractor or Product is responsible for the delay, Authorized User shall have the option to cancel the order in whole or in part, or to extend the testing period for an additional thirty (30) day increment. Authorized User shall notify Contractor of acceptance upon successful completion of the documented installation test. Such cancellation shall not give rise to any cause of action against the Authorized User for damages, loss of profits, expenses, or other remuneration of any kind. If the Authorized User elects to provide a deficiency statement specifying how the Product fails to meet the specifications within the testing period, Contractor shall have thirty (30) days to correct the deficiency, and the Authorized User shall have an additional sixty (60) days to evaluate the Product as provided herein. If the Product does not meet the specifications at the end of the extended testing period, Authorized User, upon prior written notice to Contractor, may then reject the Product and return all defective Product to Contractor, and Contractor shall refund any monies paid by the Authorized User to Contractor therefor. Costs and liabilities associated with a failure of the Product to perform in accordance with the functionality tests or product specifications during the acceptance period shall be borne fully by Contractor to the extent that said costs or liabilities shall not have been caused by negligent or willful acts or omissions of the Authorized User’s agents or employees. Said costs shall be limited to the amounts set forth in the Limitation of Liability Clause for any liability for costs incurred at the direction or recommendation of Contractor.

  • Development and Regulatory Milestones With respect to each of the following milestones, Ikaria shall pay BioLineRx the corresponding payment set forth below within [**] days after the achievement by Ikaria, its Affiliates or Licensees of such milestone: MILESTONE PAYMENT

  • Product Recalls The Company is not aware of any pattern or series of claims against the Company or any of its subsidiaries which reasonably could be expected to result in a generalized product recall relating to products sold by the Company or any of its subsidiaries, regardless of whether such product recall is formal, informal, voluntary or involuntary.

  • Additional Products Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products.

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