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Sections IV Sample Clauses

Sections IV. A.4.a and IV.A.4.b of the Agreement shall be deleted and replaced in their entirety by the following: a. Where Cellco has leased trunks and facilities from the AT&T ILECs for interconnection between the Parties, Cellco shall make such trunks and facilities available to the AT&T ILECs for the AT&T ILECs’ use. If the AT&T ILECs elect to use such trunks and facilities to deliver AT&T ILEC-originated Local Traffic to Cellco for termination, then the Parties agree that Cellco will charge the AT&T ILECs for the AT&T ILECs’ use of such trunks and facilities on a monthly basis as follows: To determine the monthly trunk and facility compensation owed by the AT&T ILECs to Cellco, Cellco shall apply a mutually agreed upon Shared Facility Factor (“SFF”) to the recurring DS1 and below trunk and facility charges billed by the AT&T ILECs to Cellco, that are associated with only the trunks and facilities used to transport AT&T ILEC-originated, Cellco-terminated Local Traffic, billed to Cellco by the AT&T ILECs. b. The Shared Facility Factor can be developed on a state- by- state basis or a multiple state basis, as mutually agreed by the Parties, and shall be calculated by adding the Facility Use Factor plus the Facility Use Factor times the percent of DS3 charges to DS1 and below charges plus the Facility Use Factor times the percent of ring charges to DS1 and below charges, i.e., SFF = Facility Use Factor + (Facility Use Factor x (DS3 charges/DS1 and below charges)) + (Facility Use Factor x (ring charges/DS1 and below charges)) rounded to a single decimal. The Facility Use Factor, used in the Shared Facility Factor calculation, shall be calculated by dividing the measured AT&T ILEC- originated, Cellco-terminated Local Traffic Minutes of Use (“MOUs”) by the total measured MOUs that transverse the trunks and facilities in both directions, including all Intermediary (Transit) Traffic, rounded to a single decimal. c. Except for the Shared Facility Factor, as described herein, Cellco shall not charge the AT&T ILECs for any other charges for the AT&T ILECs’ use of the trunks and facilities leased by Cellco. d. A review of the Shared Facility Factor may be requested in writing by either Party, no more frequently than every six
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Sections IV. A and IV.B are each hereby amended by deleting the phraseBankruptcy Court” and substituting in lieu thereof “Court.” (a) The definition ofConfirmation Order” set forth in Section I.G is hereby amended by deleting subsections (ii) and (v) thereof in their entirety and inserting in lieu thereof the following, respectively:
Sections IV. A. and B. of the Agreement are hereby deleted in their entirety and the following language is inserted in lieu thereof:
Sections IV. C and IV.D of the Collateral Trust Agreement shall be replaced in their entirety with:
Sections IV. H. and I. and VI.A.(1) and (2) are deleted and VI.A.(3) shall be renumbered as VI.A.(8). The following section is hereby added as Section VI.A. and Section VI. is hereby renamed "Standard of Care and Liability of Custodian".
Sections IV. A and IV.B of Schedule 2 to the Financing Agreement are amended to read as follows:

Related to Sections IV

  • Limitations on Indemnification (a) Notwithstanding the provisions of Section 7.2, Seller shall not be required to indemnify or hold harmless any of Buyer Indemnified Parties on account of any Buyer Indemnified Losses under Section 7.2 unless the liability of Seller in respect of such Buyer Indemnified Loss, when aggregated with the liability of Seller in respect of all Buyer Indemnified Losses under Section 7.2, exceeds $250,000 (the “Threshold Amount”), in which event Buyer Indemnified Parties shall be entitled to indemnification from Seller in an amount equal to the aggregate amount of the Buyer Indemnified Losses. In no event shall the aggregate liability of Seller under Section 7.2 of this Agreement exceed $2,000,000 (the “Ceiling Amount”). Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.2(iii) or Section 7.2(iv) or with respect to the representations and warranties of Seller set forth in the first and second sentences of Section 3.2, Section 3.2(e), Section 3.8 and Section 3.10. Seller may satisfy any obligations arising pursuant to this Article 7 in any combination of cash or the surrender of Consideration Units for redemption (valued at $21.00 per Consideration Unit); provided that, Seller must provide written notice to Buyer of the intent to make a payment (in whole or in part) by surrendering Consideration Units for redemption at least five business days prior to the due date of any such payment. (b) Notwithstanding the provisions of Section 7.3, Buyer shall not be required to indemnify or hold harmless any of the Seller Indemnified Parties on account of any Seller Indemnified Loss under Section 7.3 unless the liability of Buyer in respect of such Seller Indemnified Loss, when aggregated with the liability of Buyer in respect of all Seller Indemnified Losses under Section 7.3, exceeds the Threshold Amount, in which event Seller Indemnified Parties shall be entitled to indemnification from Buyer in an amount equal to the aggregate amount of the Seller Indemnified Losses exceed the Threshold Amount. In no event shall Buyer be liable under Section 7.3 of this Agreement for any amount in excess of the Ceiling Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Ceiling Amount shall be applicable to indemnification pursuant to Section 7.3(iii) or Section 7.3(iv) or with respect the representations and warranties of Buyer set forth in Section 4.6. (c) The amount of indemnity claim hereunder shall be reduced by the amount of any tax benefit actually realized by the Buyer Indemnified Parties or the Seller Indemnified Parties as a result of such claim. (d) The amount of any indemnity claim hereunder shall be reduced by the amount of any proceeds of insurance actually received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, in connection with such claim; provided, however, the foregoing shall not bar any insurance company that has made any payment to a Buyer Indemnified Party or Seller Indemnified Party from pursuing its lawful rights to subrogation. (e) Except as set forth in Section 9.6(b), the parties agree that the indemnification provisions in this Article 7 shall be the exclusive remedy of the parties with respect to any claims between the parties concerning this Agreement and the other Transaction Agreements.

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