TRUE-UP OBLIGATION Sample Clauses
TRUE-UP OBLIGATION. Sprint currently anticipates issuing Purchase Orders for at least ********* in Addendum Deliverables by or before ********. If Sprint fails to do so, Sprint agrees to meet with CIENA in ********* to inform CIENA as to the reasons for such failure and to advise CIENA whether Sprint then anticipates that Purchase Orders during the Addendum Term will equal or exceed ********. If Sprint is unable at that time to provide CIENA reasonable assurances that Purchase Orders will equal or exceed ******** during the Addendum Term, Sprint agrees to negotiate reasonable compensation to CIENA for any anticipated Sprint Shortfall, it being understood that CIENA's willingness to reduce its prices during the Addendum Term was and is in consideration for Sprint's commitment to purchase ******** in Addendum Deliverables during the Addendum Term.
TRUE-UP OBLIGATION. Each Bank severally agrees that, effective upon an acceleration of the Institutional Loans prior to the Completion Date in accordance with Section 12.2 following an Event of Default (whether or not the Bank Loans are accelerated), such Bank shall automatically purchase at par, without any further act of the Lenders except as provided elsewhere in this Section 14.10(b), an undivided participation 112 interest in the outstanding Institutional Notes (a "Participation Interest") in an amount equal to the True-Up Amount applicable to such Bank. The Participation Interest purchased by each Bank in the Institutional Notes shall entitle such Bank to receive, on a pro rata basis with the holders of such Institutional Notes based on the percentage of the undivided participation interest in the Institutional Notes purchased by such Bank, an amount equal to the purchase price of the Participation Interest paid to the Institutions pursuant to the preceding sentence, together with interest accrued thereon at the True-Up Default Rate as provided in clause (x) below, but shall not entitle such Bank to receive any Make-Whole Premium payable on the Institutional Notes, which shall continue to be payable to the holders thereof.