Shortfall Amounts Sample Clauses

Shortfall Amounts. If in 2009 or any year thereafter, the Cash Flow Projection as set forth in Exhibit A to this Settlement Agreement shows that the GM account or sub-account of the New VEBA will become insolvent within 25 years following the January 1 immediately preceding such Cash Flow Projection, GM shall pay to the New VEBA (or the TAA for periods prior to the Implementation Date) by April 1 of that year $165 million per occurrence (“Shortfall Amount”); provided however, that the maximum number of Shortfall Amount payments, excluding the Initial Shortfall Amount on April 1, 2008, shall be nineteen (19). Beginning in 2009, for any year in which the Cash Flow Projection shows that the GM account or sub-account of the New VEBA will maintain solvency for at least 25 years beyond the January 1 immediately preceding such Cash Flow Projection, no Shortfall Amount payment will be required. Further, GM reserves the right to pre-pay, at any time, all then-remaining future possible annual Shortfall Amounts by paying the applicable Buyout Amount (which represents the present value of the remaining possible Shortfall Amount payments as of January 1 of the year of the buyout, plus Interest from January 1 until the date of the buyout amount) as shown in the amortization schedule for Shortfall Amount in Exhibit D to this Settlement Agreement.

Shortfall Amounts. Every six months ("SIX MONTH PERIOD"), Seller shall give Buyer written notice of the amount by which Buyer's purchases of Products during the immediately preceding Six Month Period fell short of the following minimum amounts (the "TAKE-OR-PAY MINIMUMS"): 85% of the aggregate volumes in Attachment I of LOX and LIN combined for such Conference for such Six Month Period. 85% of the aggregate volumes in Attachment I of LAR for such Conference for such Six Month Period. Each such shortfall is referred to herein as a "Conference Take-or Pay Shortfall Amount". Buyer can one time reduce the Take-or-Pay Minimums by 20% from the Take-or-Pay Minimums then in effect (the "Adjustment") should Buyer experience an extraordinary loss of volume due to economic or market conditions; provided, that Buyer may not elect the Adjustment until five years later than the initial date of this Agreement. The Adjustment will be rescinded when the Buyer's volumes have returned to approximately their prior levels.

Shortfall Amounts. From and after the date the Non-defaulting Member shall exercise its rights under Subsection 6.3.2, the Defaulting Member hereby appoints the Non-defaulting Member making the Member Loan as its attorney-in-fact for the purpose of executing any and all documents related to the Member Loan such as promissory notes, security documents and financing statements which the Non-defaulting Member in its reasonable discretion deems necessary to confirm the provisions of this Section 6.3. It is expressly agreed that the power of attorney granted herein is coupled with an interest, and such power of attorney shall, to the extent permitted by law, survive the withdrawal, retirement, removal, bankruptcy or insolvency of the Defaulting Member. If the Defaulting Member fails to make all or part of its Additional Contribution and the Non-defaulting Member does not (i) lend to the Defaulting Member the sum that the Defaulting Member failed to contribute, or (ii) elect to make an Additional Equity Contribution in such amount, the Non-defaulting Member's Additional Contribution shall be deemed to have been loaned by the Non-defaulting Member to the Defaulting Member, shall be treated as a "Shortfall Amount" and shall be subject to the provisions of this Section 6.3 and Section 6.4.

Shortfall Amounts. From the $35,000,000 Non-Revolving Line of Credit Loan: (i) the amount necessary (if any) to pay in full any shortfall amounts that remain due and owing on the Previous $50,000,000 Acquisition Loan after the Advance is made under Section 1.10(a) above; (ii) the amount necessary (if any) to pay in full any shortfall amounts that remain due and owing on the Previous $30,000,000 Line of Credit Loan after the Advance is made under Section 1.10(b) above; and (iii) the amount necessary (if any) to pay in full any shortfall amounts that remain due and owing on the Previous $10,700,000 Term Loan to MPFC III after the initial Advance (as such term is defined in the New $10,700,000 Credit Agreement) is made pursuant to the New $10,700,000 Credit Agreement. The foregoing Advances (if any) from the $35,000,000 Non-Revolving Line of Credit Loan shall not be disbursed to Borrowers at Closing but shall be withheld by Lender and paid directly to Lender and/or MPFC III to satisfy the referenced shortfall amounts (if any).

Shortfall Amounts. At the end of the Assay Initial Term, if for any Assay the Initial Transfer Price Quantity (A) plus Adjusted Transfer Price Quantity (B) purchased by JBT in such period is less than the Aggregate Sales Quantity (C) for the applicable Assay, then JBT will be obligated to pay to Response the Shortfall Amount. [***].

Shortfall Amounts. At the end of the Assay Initial Term, if for any Assay the Initial Transfer Price Quantity (A) plus Adjusted Transfer Price Quantity (B) purchased by JBT in such period is less than the Aggregate Sales Quantity (C) for the applicable Assay, then JBT will be obligated to pay to Response the Shortfall Amount. As used in this Agreement, “Shortfall Amount” means, for a particular Assay, the difference between the Aggregate Sales Quantity (C) and the actual quantities of Raw Materials (both the Initial Transfer Price Quantity and the Adjusted Transfer Price Quantity) purchased in the applicable Assay Initial Term times the difference between (i) the Adjusted Transfer Price (D), and (ii) the Initial Transfer Price (E) calculated as follows: Shortfall Amount = (C–(A+B))*(D-E). Unless otherwise agreed by the Parties in writing, JBT shall pay to Response the applicable Shortfall Amount for each Assay no later than (30) days after the end of the Assay Initial Term.