Uncommitted Volume and Quarterly Meetings Sample Clauses

Uncommitted Volume and Quarterly Meetings. 8 Section 2.5 Biomass 8 Section 2.6 Post-Harvest Carbon Rights 9 ARTICLE III PRODUCT SPECIFICATIONS 9 Section 3.1 Product Specifications 9 Section 3.2 Rejected Product 9 ARTICLE IV PRICE SCHEDULE 10 Section 4.1 Initial Price 10 Section 4.2 Quarterly Price 10 ARTICLE V DELIVERY, FORCE MAJEURE AND PAYMENT 10 Section 5.1 Delivery, Scaling and Weighing 10 Section 5.2 Force Majeure 13 Section 5.3 Change Event 14 Section 5.4 Payment 14 ARTICLE VI TERM 14 Section 6.1 Term 14 Section 6.2 Extension of Term 14 Section 6.3 Effect of Termination 14 ARTICLE VII REPRESENTATIONS AND WARRANTIES 14 Section 7.1 Representations and Warranties of Purchaser 14 Section 7.2 Representations and Warranties of Seller 15 ARTICLE VIII SELLER’S MANAGEMENT 16 Section 8.1 Seller’s Management 16 ARTICLE IX DEFAULT AND DISPUTE RESOLUTION 17 Section 9.1 Default by Purchaser 17 Section 9.2 Default by Seller 18 Section 9.3 Specific Performance 18 Section 9.4 Liquidated Damages 19 Section 9.5 Assignment of Agreement 19 Section 9.6 Dispute Resolution 19 ARTICLE X INDEMNITY AND INSURANCE 21 Section 10.1 Purchaser’s Indemnity 21 Section 10.2 Seller’s Indemnity 21 Section 10.3 Insurance 21 Section 10.4 Notice of Claim 22 ARTICLE XI ASSIGNMENT AND TRANSFERS 22 Section 11.1 Seller’s Assignment Rights 22 Section 11.2 Purchaser’s Assignment Rights 23 ARTICLE XII AUDIT RIGHTS 23 Section 12.1 Audit Rights 23 ARTICLE XIII NOTICES 23 Section 13.1 Notices 23 ARTICLE XIV MISCELLANEOUS 24 Section 14.1 Amendments 24 Section 14.2 Recording of Agreement 24 Section 14.3 Compliance with Laws 25 Section 14.4 Confidentiality 25 Section 14.5 Estoppel Certificates 25 Section 14.6 No Waiver; Remedies 25 Section 14.7 Accounting Terms 25 Section 14.8 Binding Effect; Governing Law 25 Section 14.9 Counterparts 25 Section 14.10 Time of the Essence 25 Section 14.11 Incorporation of Exhibits and Schedules 25 Section 14.12 Interest 25 Section 14.13 Further Assurances 26 Section 14.14 Most Favored Status 26 Section 14.15 Attorney’s Fees 26 Section 14.16 Severability 26 Section 14.17 Captions and Headings 26 Section 14.18 Construction 26 Section 14.19 Relationship 27 Section 14.20 Integration 27 Section 14.21 Uniform Commercial Code 27 INDEX Schedule 1 Specifications Schedule 2 2008 Annual Plan Schedule 3 2008 Forecast Plan (for years 2009-2011) Schedule 4 Annual Minimum Volumes and Annual Obligation Floors Schedule 5 Freight Adjustment Schedule 6 Initial Price Schedule 7 Product Volume Range Schedule 8 Distinctive Sites Sched...
Sample 1
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Uncommitted Volume and Quarterly Meetings. Purchaser and Seller shall meet quarterly each Harvest Year, on or before March 1, June 1, September 1 and December 1, to discuss the then-current Obligated Volume and any Uncommitted Volume. Purchaser shall have the right to purchase at the applicable Quarterly Price any portion, not to exceed ***, of the Uncommitted Volume. Seller shall make all of the Uncommitted Volume contained within each Primary Delivery Zone available to fulfill any such portion purchased by Purchaser, and shall deliver such portion in accordance with a delivery schedule that the parties shall mutually agree upon at the time of Purchaser’s election. Seller shall not have the right to count any purchased Uncommitted Volume towards the Obligated Volume. Purchaser and Seller shall compute the Final Quarterly Price for such purchased Uncommitted Volume pursuant to, and shall remit any excess in accordance with, Section 4.2.
Sample 1

Related to Uncommitted Volume and Quarterly Meetings

  • Annual and Quarterly Financial Statements Until the Distribution Date, DSW shall not change its fiscal year and, until the Retail Ventures fiscal year end first occurring after the Distribution Date and thereafter to the extent necessary for the purpose of preparing financial statements or completing a financial statement audit, shall provide to Retail Ventures on a timely basis all Information that Retail Ventures reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of Retail Ventures' annual, quarterly and monthly financial statements. Without limiting the generality of the foregoing, DSW will provide all required financial Information with respect to DSW to DSW's Auditors in a sufficient and reasonable time and in sufficient detail to permit DSW's Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to Retail Ventures' Auditors with respect to financial Information to be included or contained in Retail Ventures' annual, quarterly and monthly financial statements. Similarly, Retail Ventures shall provide to DSW on a timely basis all financial Information that DSW reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of DSW's annual, quarterly and monthly financial statements. Without limiting the generality of the foregoing, Retail Ventures will provide all required financial Information with respect to Retail Ventures and its Subsidiaries to DSW's Auditors in a sufficient and reasonable time and in sufficient detail to permit DSW's Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to DSW's Auditors with respect to Information to be included or contained in DSW's annual and quarterly financial statements.

  • End of Fiscal Years; Fiscal Quarters The Borrower will cause (i) each of its fiscal years to end on December 31 of each year and (ii) its fiscal quarters to end on March 31, June 30, September 30 and December 31, respectively, of each year.

  • 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.

  • CONTRACT YEAR The first Contract Year is the period of time ending on the first contract anniversary. Subsequent Contract Years are the annual periods between contract anniversaries.

  • Quarterly Financials To Agent, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.

  • Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000

  • Fiscal Year; Fiscal Quarter The Borrower shall not change its fiscal year or any of its fiscal quarters, without the Administrative Agent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

  • Quarterly Portfolio of Investments Services Subject to the receipt of all Required Data, and as a component of the Services, the Administrator will use such Required Data from each Trust, State Street’s internal systems, and other data providers to prepare a draft portfolio of investments (the “Portfolio of Investments”), compliant with GAAP, as of each Trusts’ first and third fiscal quarter-ends. · Each Trust acknowledges and agrees that it will be responsible for (i) reviewing and approving each such Portfolio of Investments, (ii) incorporating such information into such Trust’s filing mechanism, (iii) attaching each of its Portfolio of Investments to its first and third fiscal quarter-end N-PORT filings, and (iv) submitting such Portfolios of Investments as part of such N-PORT filings electronically to the SEC.

  • Minimum EBITDA Section 9.23(c) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

  • Minimum Annual Royalties Company shall pay to JHU minimum annual royalties as set forth in Exhibit A. These minimum annual royalties shall be due, without invoice from JHU, within thirty (30) days of each anniversary of the EFFECTIVE DATE beginning with the first anniversary. Running royalties and sublicense consideration accrued under Paragraphs 3.3 and 3.4, respectively, and paid to JHU during the one year period preceding an anniversary of the EFFECTIVE DATE shall be credited against the minimum annual royalties due on that anniversary date.

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