Underutilization and Early Termination Sample Clauses

Underutilization and Early Termination. If Customer’s Total Service Charges do not reach the AVC in any Contract Year during the Initial Term, Customer shall pay an "Underutilization Charge" equal to 25% of the unmet AVC. If Customer’s Total Service Charges do not reach the AVC in any Contract Year because the Agreement is terminated early by Customer without Cause or by the Company with Cause, Customer shall pay an “Early Termination Charge” equal to 25% of the unmet AVC plus a pro rata portion of any credits received by Customer. Waivers:
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Underutilization and Early Termination. During the Term of the Agreement, for each complete Contract Year, if the Total Service Charges do not reach the AVC for that Contract Year, Customer shall pay an additional charge equal to the difference between the AVC for that Contract Year and the Total Service Charges for that Contract Year (“Underutilization Charge”). If Customer terminates the Agreement before the end of the Term of the Agreement for reasons other than Cause or if Verizon terminates the Agreement for Cause, then Customer will pay, within the payment terms established herein, except as otherwise set forth in the Agreement, an early termination charge equal to 100% of the unsatisfied AVC remaining during the Contract Year of termination, and for each subsequent Contract Year remaining in the Term. If Customer terminates the Agreement before the end of the Term of the Agreement for Cause then Customer will have no obligation to pay any Underutilization Charge, early termination charge, or Termination for Convenience Fee. OC-12 SmartRing Monthly Underutilization Charges: If in any monthly period, Customer’s Total Service Charges for OC-12 SmartRing Service do not meet or exceed the OC-12 SmartRing Minimum MRC, then Customer musts pay: (i) all accrued but unpaid charges incurred under the Service Attachment; and (ii) an “Underutilization Charge” in an amount equal to 100% of the difference between Customer’s Total Service Charges for OC-12 SmartRing Service and the monthly recurring charge during such monthly period. Semi-Annual Credits: Customer will receive ten credits each equal to $500,000 to be applied Company’s charges for interstate and international Services or other charges mutually agreed by Customer and Company in the 6th, 12th, 18th, 24th, 30th, 36th, 42nd, 48th, 54th and 60th months (for a total of $5,000,000, Transition Credit: Customer will receive a credit of $1,666,666.67 by having Private IP and Managed WAN Services in place at 500 additional locations (1,000 total locations). Credit will be applied against 10 billing account number designated by Customer.
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Underutilization and Early Termination. If, in any Contract Year during the Initial Term, the Customer’s Total Service Charges do not meet or exceed the AVC, the Customer shall pay (a) all accrued but unpaid charges incurred under the agreement and (b) an “Underutilization Charge” in an amount equal to 100 %of the difference between the AVC and the Customer’s Total Service Charges during that Contract Year. If, in any monthly billing period during the Extended Term, Customer’s Total Service Charges do not meet or exceed 1/12 of the AVC, then Customer shall pay: (a) all accrued but unpaid usage and other charges incurred under this Agreement, and (b) an “Underutilization Charge” equal to 100% of the difference between the AVC and the Customer’s Total Service Charges during such monthly billing period. If: (a) Customer terminates this Agreement before the end of the Term for reasons other than Cause, or (b) the Company terminates this Agreement for Cause, then the Customer must pay, within 30 days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to 100% of the unsatisfied AVC remaining during the year of termination, and for each subsequent Contract Year remaining in the Term, plus (iii) a pro rata portion of any and all credits received by Customer. One-Time Credit: Provided that Customer executes and delivers the Agreement to Company no later than an agreed upon date, Customer shall receive two credits equal to $45,000, which will be applied against Customer's Interstate Total Service Charges.
Sample 1Sample 2See All (4)
Underutilization and Early Termination. If Customer's Total Service Charges do not reach the AVC in any Contract Year during the Initial Term, Customer shall pay an "Underutilization Charge" equal to 75% of the unmet AVC. If Customer's Total Service Charges do not reach the AVC in any Contract Year because the Agreement is terminated early by the Customer without Cause or by Company with Cause, Customer shall pay an “Early Termination Charge” equal to 75% of the unmet AVC plus a pro rata portion of any credits received by Customer. AC/COC: The Company will waive the Customer’s monthly recurring Access Coordination and Central Office Charges. Installation Waiver: Company will waive the one-time installation charges associated with the implementation of Services within the 48 contiguous States of the U.S. provided under this Agreement; except for the following services: (i) eDSL, (ii) VPN, (iii) Internet Dedicated OC3, OC12, OC48, Gig-E, (iv) PTT/third party services (including International Access and Company International), (v) Data Services, (vi) Paging, (vii) Managed Services, (viii) CPE, (ix) Enhanced Call Routing, (x) Local Disaster Recovery, (xi) Audio, Video and Net Conferencing, (xii) Voice Over IP Services, (xiii) Security Services, (xiv) Non-Listing/Non-Published Service, (xv) Telecommunications Service Priority, and (xvi) Services provided by Company incumbent local exchange carriers (ILECs) or by Cellco Partnership and its affiliates. Usage charges, monthly recurring charges, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, any charges imposed by third parties (including access, egress, jack or wiring charges), taxes to tax-like surcharges, or other Governmental Charges will not be waived. Initial Term: 24 months. Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates this Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). During the Extended Term, either party may terminate this Agreement upon at least sixty (60) days prior written notice. Minimum Annual Volume Commitment (“AVC”): $300,000 in Total Service Charges
Sample 1
Underutilization and Early Termination. If Customer's Total Service Charges do not reach the AVC, in any contract year during the Initial Term; Customer shall pay an “Underutilization Charge” equal to 75% of the unmet AVC. If: (a) Customer terminates the Agreement before the end of the Term for reasons other than Cause or (b) Company terminates the Agreement for Cause, then Customer will pay, within thirty (30) days after such termination, an amount equal to 75% of the unsatisfied AVC remaining during the year of termination, and for each subsequent Contract Year remaining in the Term, plus a pro rata portion of any and all credits received by Customer. Promotion: The Customer is eligible for the following promotion as set forth in the Guide: General Installation Waiver Promotion - v6.0 Initial Term: 36 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates the Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). The terms of the Agreement will continue to apply during any service-specific commitments that extend beyond the Term. Annual Volume Commitment (“AVC”): $2,820,000 in Total Service Charges (“AVC”) during each contract year of the Term.
Sample 1
Underutilization and Early Termination. If Customer’s Total Service Charges do not reach the TVC during the Initial Term, Customer shall pay an "Underutilization Charge" equal to 25% of the unmet TVC. If Customer’s Total Service Charges do not reach the TVC because the Agreement was terminated early by Customer without Cause or by the Company with Cause, Customer shall pay an “Early Termination Charge” equal to 25% of the unmet TVC plus a pro rata portion of any credits received by Customer.
Sample 1
Underutilization and Early Termination. If, in any Contract Year of the Term, Customer's Contributing Charges are less than the AVC, then Customer shall pay: (1) all accrued but unpaid charges incurred by Customer; and (2) an underutilization charge equal to 75% of the difference between Customer's Contributing Charges during such Contract Year and the AVC. If Customer terminates these Global Terms prior to the expiry of the Term or a Service prior to the applicable Service Commitment other than for Cause, if any, or Company terminates these Global Terms or a Service for Cause, Customer will pay Company the following with respect to all Services affected by the termination, which Customer acknowledges are liquidated damages reflecting a reasonable measure of actual damages and not a penalty: (a) all accrued but unpaid charges incurred through the date of such termination; (b) a pro rata portion of credits and waivers received by Customer hereunder (excluding Annual Achievement Credit and Achievement Credits earned in any Contract Year and credits to compensate for service failures).
Sample 1
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Related to Underutilization and Early Termination

  • Underutilization and Early Termination Charges If Customer’s Total Service Charges do not reach the AVC, then Customer shall pay an “Underutilization Charge” equal to 100% of the unmet the AVC. If Customer’s Total Service Charges do not reach the AVC in any Contract Year because the Agreement is terminated early by Customer or by Company without Cause or by Company with Cause, Customer shall pay an “Early Termination Charge” equal to 100% of the unmet AVC plus a pro rata portion of any credits received by Customer.

  • CONTRACT MANAGEMENT AND EARLY TERMINATION 14 8.1 Contract Remedies. 14 8.2 Termination for Convenience 14 8.3 Termination for Cause 14 9.1 Amendment 15 9.2 Insurance 15 9.3 Legal Obligations 15 9.4 Permitting and Licensure 16 9.5 Indemnity 16 9.6 Assignments 16 9.7 Independent Contractor 17 9.8 Technical Guidance Letters 17 9.9 Dispute Resolution 17 9.10 Governing Law and Venue 17 9.11 Severability 17 9.12 Survivability 18 9.13 Force Majeure 18 9.14 No Waiver of Provisions 18 9.15 Publicity 18 9.16 Prohibition on Non-compete Restrictions 19 9.17 No Waiver of Sovereign Immunity 19 9.18 Entire Contract and Modification 19 9.19 Counterparts 19 9.20 Proper Authority 19 9.21 E-Verify Program 19 9.22 Civil Rights 19 9.23 System Agency Data 21 v. 2 16.1 Effective 03/26/2019 HHSC Grantee Uniform Terms and Conditions Page 3 of 21

  • Orderly Termination Upon termination or other expiration of this Contract, each Party shall promptly return to the other Party all papers, materials, and other properties of the other held by each for purposes of execution of the Contract. In addition, each Party will assist the other Party in orderly termination of this Contract and the transfer of all assets, tangible and intangible, as may be necessary for the orderly, non-disruptive business continuation of each Party.

  • EFFECTIVE AND TERMINATING DATES A) This Agreement shall be effective from and shall remain in force and be binding upon the parties until and thereafter until a new Agreement has been ratified. B) The operation of Subsection 2 of Section 50 of the Labour Relations Code of British Columbia (or any succeeding Acts) is specifically excluded from this Agreement. C) All terms of this Agreement shall come into effect at 0001 hours on the dates stipulated within the Agreement.

  • Effective Period and Termination The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9. If the Servicer shall resign as Servicer under Section 7.6, or if all of the rights and obligations of the Servicer shall have been terminated under Section 8.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee, with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in full, at such place as the Owner Trustee may reasonably designate.

  • Early Termination of Services Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. Recipient: Mead Johnson Nutrition (Spain) S.L. Provider: Bristol-Myers Squibb S.A. Point of Contact, Recipient: Leanne Metz Point of Contact, Provider: Loic Senechal Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

  • PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION (a) Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the BANK of EXECUTIVE's full-time employment hereunder for any reason other than a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or Termination for Cause, as defined in Section 8 hereof; (ii) EXECUTIVE's resignation from the BANK's employ, upon (A) unless consented to by EXECUTIVE, a material change in EXECUTIVE's function, duties, or responsibilities, which change would cause EXECUTIVE's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (B) a relocation of EXECUTIVE's principal place of employment by more than 35 miles from its location at the effective date of this Agreement, or a material reduction in the benefits and perquisites to EXECUTIVE from those being provided as of the effective date of this Agreement, (C) the liquidation or dissolution of the BANK, or (D) any material breach of this Agreement by the BANK. Upon the occurrence of any event described in clauses (A), (B), (C) or (D), above, EXECUTIVE shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to said right to elect.

  • Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events If (a) an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to the Transaction or (b) the Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result of (i) a Nationalization, Insolvency or Merger Event in which the consideration to be paid to holders of Shares consists solely of cash, (ii) a Merger Event or Tender Offer that is within Counterparty’s control, or (iii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement, in each case that resulted from an event or events outside Counterparty’s control), and if Dealer would owe any amount to Counterparty pursuant to Section 6(d)(ii) of the Agreement or any Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment Obligation”), then Dealer shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below), unless (a) Counterparty gives irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable, of its election that the Share Termination Alternative shall not apply, (b) Counterparty remakes the representation set forth in Section 8(f) as of the date of such election and (c) Dealer agrees, in its sole discretion, to such election, in which case the provisions of Section 12.7 or Section 12.9 of the Equity Definitions, or the provisions of Section 6(d)(ii) of the Agreement, as the case may be, shall apply.

  • Early Termination In the absence of any material breach of this Agreement, should the Trust elect to terminate this Agreement prior to the end of the term, the Trust agrees to pay the following fees: a. all monthly fees through the life of the contract, including the rebate of any negotiated discounts; b. all fees associated with converting services to successor service provider; c. all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider; d. all out-of-pocket costs associated with a-c above.

  • Effective Period, Termination and Amendment This Agreement shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

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