REVENUE SHORTFALL Sample Clauses

REVENUE SHORTFALL. 3.1 If (after taking into account the Liquidity Reserve Fund) the Issuer Cash Manager determines on a Payment Calculation Date that there will be a Revenue Shortfall, the Issuer Cash Manager, on behalf of the Issuer, shall pay or provide for such Revenue Shortfall by applying Issuer Available Principal Receipts standing to the credit of the Issuer Principal Ledger (if any) as Issuer Available Revenue Receipts on the immediately following Payment Date and the Issuer Cash Manager shall make corresponding debit entries in the Principal Deficiency Sub-Ledgers (as set out in paragraph 8.3 below), provided that, Issuer Available Principal Receipts shall not be used to pay interest on any Class of Notes if and to the extent that would result in a deficiency being recorded, or an existing deficiency being increased, on a Principal Deficiency Sub-Ledger relating to a more senior Class of Notes and may not be used to make up any deficit other than in respect of items (i) to (vii) and (ix) of the Issuer Pre-Acceleration Revenue
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REVENUE SHORTFALL. (a) Annual Project Sum commitment minus all amounts paid, invoiced or otherwise due by Owner to Contractor for completed portions of Work Orders and/or agreements for Other Work during a Contract Year; and /or
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REVENUE SHORTFALL. 3.1 If the Cash Manager determines on the Calculation Date that there will be a Revenue Shortfall, the Cash Manager, on behalf of the Issuer, shall pay or provide for such Revenue Shortfall by applying amounts standing to the credit of the General Reserve Fund as Available Revenue Receipts on the immediately following Interest Payment Date to pay the amounts due and payable to items (A) to (E) inclusive of the Pre-Enforcement Revenue Priority of Payments.
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REVENUE SHORTFALL. 18.6.1 [**] Look-Back. In the event that, as of the [**] anniversary of the Effective Date, Directory Advertising Revenues generated during the prior [**] period are less than [**] Dollars (US $[**]), then this Agreement shall terminate on the [**] anniversary of the Effective Date and proceed to the Wind-Down Period in accordance with Section 20.7 below; provided, however, that either Party shall have the right to override such termination by providing notice (no later than the [**] anniversary of the Effective Date) to the other Party (which such notice shall be binding on both Parties) of its intent to override such termination and by paying, no later than the [**] anniversary of the Effective Date, (a) in the case of SB, [**] Dollars (US $[**]) to AOL to extend the Agreement for an additional [**] period (the "Year [**] SB Extension Payment") or (b) in the case of AOL, an amount equal to the difference between (x) [**] Dollars minus (y) the share of the Directory Advertisement Revenues earned by SB pursuant to Section 18.2 during the prior [**] period plus any [**] paid by AOL to SB during such period. In the event SB elects to continue this Agreement in accordance with this Section 18.6.1, the share of Directory Advertisement Revenues (as set forth in Section 18.2 above) shall be shared in accordance with Section 18.2.1 until such time as SB earns back an amount (when Directory Advertisement Revenues earned by SB during such Year are added to any [**] earned by SB during such Year) equal to the Year [**] SB Extension Payment (collectively, the "Year [**] Extension Payment Earn-Back"). Upon the completion of the Year [**] Extension Payment Earn- Back, the Directory Advertisement Revenue share shall be paid in accordance with Section 18.2.2.
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REVENUE SHORTFALL. 6 2.7 Earn-Out Consideration.........................................................................7 2.8 Procedures.....................................................................................8 2.9 StatusOne Options, Warrants, and Convertible Securities........................................8
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REVENUE SHORTFALL. StatusOne and the Principal Stockholders agree that, in the event that on or prior to the one (1) year anniversary date of the Closing Date (the "Measurement Date"), any customer set forth on Exhibit G hereto terminates or gives written notice (the "Termination Notice") of its intention to terminate its relationship with StatusOne (each, a "Terminating Customer") (for any reason whatsoever, including StatusOne's default under its contract with such customer), American Healthways shall be entitled to reduce the Class A/B Merger Consideration, and to receive from the Escrow Amount, an amount equal to the amount of projected revenues for each such Terminating Customer, as set forth on Exhibit G hereto (such amount to be referred to as the "Revenue Shortfall"); provided that, if both StatusOne and the Terminating Customer continue to fully perform pursuant to the terms of the Terminating Customer's existing contract and StatusOne receives written notice by the Terminating Customer of revocation of its Termination Notice within 90 days following the termination date set forth in the Termination Notice, American Healthways shall pay to the Stockholder Representative on behalf of the StatusOne Stockholders and holders of Options the amount paid from the Escrow to American Healthways with respect to such Terminating Customer. The combined Revenue Shortfall for all Terminating Customers paid to American Healthways from the Escrow shall be referred to as the "Escrow Payout".
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REVENUE SHORTFALL. If the Final Annual Revenues (as hereinafter defined) of ECCO determined as provided herein for the twelve (12) calendar month period immediately following the Closing (the "Adjustment Period") are less than [INFORMATION OMITTED; FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] Dollars, then the Purchase Price shall be reduced by an amount equal to the shortfall (the "Revenue Shortfall"). Purchaser shall recover the Revenue Shortfall from Sellers in the following manner:
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Related to REVENUE SHORTFALL

  • Security shortfall If at any time the Security Value is less than the Minimum Value, the Agent may, and shall, if so directed by the Majority Lenders, by notice to the Borrowers require that such deficiency be remedied. The Borrowers shall then within 30 days of receipt of such notice ensure that the Security Value equals or exceeds the Minimum Value. For this purpose, the Borrowers may:

  • Revenue Share In consideration for the duties performed hereunder, the Travel Agency shall be entitled to [[Percent: Share of the Agency in Total Turnover]] of the Net Turnover generated during the agreement period that is a direct result of the Travel Agency’s efforts. To be considered a “direct result” of the Travel Agency’s efforts, substantially all of the contact with a customer that leads to a sale must have been made by the Travel Agency. Although initial contact and contact at the sale point shall be factors to consider, they are not determinative of such sale being a “direct result” of the Travel Agency’s efforts. LIMITATION OF LIABILITY In no event and under no circumstances shall either Party be liable for any indirect, incidental, consequential or special damages, including, without limitation, loss of revenue or loss of profits, for any reason whatsoever arising under this Agreement, whether arising out of breach of warranty, breach of condition, breach of contract, tort, civil liability or otherwise. In all events, Company’s absolute liability under, or in any way related to this Agreement, whether arising out of breach of warranty, breach of condition, breach of contract, tort or otherwise, shall be limited to the rupee value of the fees earned by the Company under this Agreement. Company’s liability for negligence, breach of this Agreement or any other claim in damages and losses shall not exceed the total amount owed to the Travel Agency by the Company under this Agreement at the time of the breach. REPRESENTATIONS AND WARRANTIES Each party hereby represents and warrants to that: Each party has all required capacity and corporate authorization to enter into this Agreement and be bound by the obligations provided hereunder; the execution of this Agreement by the Company and the performance of its obligations hereunder will not constitute a violation or breach of any obligation of any agreement between the Company and any third party or a violation of the Company’s legal obligations; and Travel Agency holds sufficient rights to use all materials, supplies or resources used in the performance of the Services under this Agreement, free and clear of any encumbrances. INSURANCE AND INDEMNIFICATION During the term of this Agreement, the Company shall procure and maintain comprehensive general liability insurance, which shall include blanket broad form contractual liability coverage, with limits of not less than [[Amount of contractual liability: Number]] in words Rupees [[Amount of contractual liability: Words]] per occurrence for bodily injury and property damage, combined single limit. or umbrella insurance with a limit of not less than [[Amount of Insurance: Number]] in words Rupees [[Amount of Insurance: Words]]annual aggregate. The Travel Agency will indemnify, defend and hold harmless the Company and its affiliates, and their employees, directors, officers, agents and contractors, against and from any losses, claims, proceedings or investigations arising out of or in connection with a breach of this Agreement by Travel Agency, including, without limitation, attorney fees, amounts paid in settlement of claims, proceedings or investigations, except to the extent that such claim is due to the negligence or willful misconduct of Travel Agency. The Travel Agency agrees to defend, indemnify, and hold harmless the Company from and against any all third party claims (or other actions that could lead to losses by the Company) that are based upon the Travel Agencys (a) violation of the law, (b) violation of this Agreement, or (c) violation of any third party’s rights. The Travel Agency shall be solely responsible for any personal injury or property damage or loss suffered by it or its employees or agents in the course of carrying out any duties under this Agreement.

  • Excess Cash Flow No later than ten (10) Business Days after the date on which the financial statements with respect to each fiscal year of Holdings ending on or after December 31, 2019 in which an Excess Cash Flow Period occurs are required to be delivered pursuant to Section 5.01(a) (each such date, an “ECF Payment Date”), the Borrower shall, if and to the extent Excess Cash Flow for such Excess Cash Flow Period exceeds $1,375,000, make prepayments of Term Loans in accordance with Section 2.10(h) and (i) in an aggregate amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow for the Excess Cash Flow Period then ended (for the avoidance of doubt, including the $1,375,000 floor referenced above) (B) minus $1,375,000 minus (C) at the option of the Borrower, the aggregate principal amount of (x) any Term Loans, Incremental Term Loans, Revolving Loans or Incremental Revolving Loans (or, in each case, any Credit Agreement Refinancing Indebtedness in respect thereof), in each case prepaid pursuant to Section 2.10(a), Section 2.16(b)(B) or Section 10.02(e)(i) (or pursuant to the corresponding provisions of the documentation governing any such Credit Agreement Refinancing Indebtedness) (in the case of any prepayment of Revolving Loans and/or Incremental Revolving Loans, solely to the extent accompanied by a corresponding permanent reduction in the Revolving Commitment), during the applicable Excess Cash Flow Period (or, at the option of the Borrower and without duplication, after such Excess Cash Flow Period and prior to such ECF Payment Date) and (y) the amount of any reduction in the outstanding amount of any Term Loans or Incremental Term Loans resulting from any assignment made in accordance with Section 10.04(b)(vii) of this Agreement (or the corresponding provisions of any Credit Agreement Refinancing Indebtedness issued in exchange therefor), during the applicable Excess Cash Flow Period (or, at the option of the Borrower and without duplication, after such Excess Cash Flow Period and prior to such ECF Payment Date), and in the case of all such prepayments or buybacks, to the extent that (1) such prepayments or buybacks were financed with sources other than the proceeds of long-term Indebtedness (other than revolving Indebtedness to the extent intended to be repaid from operating cash flow) of Holdings or its Restricted Subsidiaries and (2) such prepayment or buybacks did not reduce the amount required to be prepaid pursuant to this Section 2.10(f) in any prior Excess Cash Flow Period (such payment, the “ECF Payment Amount”).

  • Payment Amount Payment for the Services shall be as follows: (choose one) ☐ - $______________________ for the Services (“Payment”). ☐ - At an hourly rate of $____ per hour (“Payment”). ☐ - Other. ______________________________________________ (“Payment”) If the Subcontractor asserts a claim which involves, in whole or in part, acts or omissions which are the responsibility of the Client or another person for whom a claim may be submitted, including but not limited to, claims for failure to pay, an extension of time, impacts, delay damages, or extra work, the Contractor shall present the Subcontractor's claim to the Client or other responsible party provided the Subcontractor presents to Contractor competent supporting evidence and in sufficient time for the Contractor to do so. The Subcontractor shall cooperate fully with the Contractor in any and all steps the Contractor takes in connection with prosecuting such a claim and shall hold harmless and reimburse the Contractor for all expenses, including legal expenses, incurred by the Contractor which arise out of the Contractor's submission of the Subcontractor's claims to the Client or other responsible party(ies). The Subcontractor shall be bound by any adjudication or award in any action or proceeding resolving such a claim.

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution.

  • Shortfall If, on any date, the Outstanding Advances shall exceed the Maximum Advance Amount (such excess, the "Shortfall Amount"), then the Customer shall on such date prepay the Outstanding Advances in an amount equal to such Shortfall Amount.

  • Revenue Sharing Developer shall pay to Fig, or Fig shall retain (as applicable), the Fig Share in accordance with the terms below.

  • Consolidated Excess Cash Flow If there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning with the Fiscal Year ending December 31, 2018, the Borrowers shall, within ten Business Days of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Credit Commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e).

  • Earnout Payment In addition to the Closing Payment Shares, if Madhouse meets certain performance requirements during a three-year performance period ending December 31, 2022 as set forth on Schedule II (the “Earnout Provisions”), then the Purchaser shall make the one-time payment (the “Earnout Payment”) determined in accordance with the Earnout Provisions, payable to the Seller and the long-term incentive plan (described below). As set forth in more detail in, and subject to, the Earnout Provisions, the Earnout Payment will be made in the form of (a) the Purchaser issuing to the Seller additional Purchaser Common Shares (the “Earnout Payment Shares”) in the amount calculated pursuant to the Earnout Provisions, (b) a cash payment, (c) a subordinated promissory note issued by the Purchaser to the Seller, or (d) a combination of the foregoing payment methods. The Earnout Payment shall be made by the Purchaser within five (5) Business Days after a final determination of payment due to the Seller pursuant to this Section 3.1. The Purchaser hereby covenants and agrees to perform its obligations set forth in the Earnout Provisions and to maintain the highest number of Purchaser Common Shares potentially issuable under the terms of the Earnout Provisions (which number shall not be less than 22,200,000) available for issuance with respect to Earnout Payment Shares without any restriction or limitation thereof, at all times after the Closing until all of the payment obligations set forth in the Earnout Provisions have been satisfied or have expired. The amount of the Earnout Payment (i) is subject to reduction as set forth in the Earnout Provisions and Article VIII and, (ii) as set forth in the Earnout Provisions, has been partially and irrevocably assigned by Seller to fund a long-term incentive plan to be established for the benefit of designated individuals employed by or associated with the Group Company business, in a manner that shall be determined in Seller’s discretion, provided that Seller shall not receive any portion of such assigned Earnout Payment.

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