Business Downturn definition

Business Downturn means an unplanned, material reduction in Customer’s revenues and business operations beyond Customer’s control, which materially and permanently reduces the size and scope of Customer’s business operations and the volume of Cohere Service(s) being used by Customer. By way of illustration and not by limitation, Business Downturn shall not include a change in Cus- tomer’s usage of any Cohere services resulting from a decision by Customer to reduce its overall use of telecommunications services, to alter or optimize its telecommunications network architecture, or to utilize services being provided by another vendor in lieu of Co- here’s services.

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Business Downturn means that Customer establishes to Company’s satisfaction that (a) Customer is unable to meet the TVC, notwithstanding Customer’s best efforts to do so, and (b) such failure results directly from a business downturn beyond Customer’s control, which materially and permanently reduces the size or scope of Customer’s operations and the volume of Services required by Customer hereunder. By way of illustration and not by limitation, Business Downturn shall not include a change in Customer’s usage of Services hereunder resulting from a decision by Customer to reduce its overall use of telecommunications services, to alter its telecommunications traffic or projected growth to carriers other than Company. To exercise its rights under this Section, Customer must (i) give Company prompt written notice of the conditions which Customer believes give rise to the application of this Section; (ii) provide copies of documentation and data demonstrating the resulting decrease in usage of Services hereunder; and (iii) in the case of a Business Divestiture, promptly provide Company in writing, documentation reasonably satisfactory to Company which establishes that a Business Divesture has occurred. This Section may not be exercised during the first Contract Year of the Term, and thereafter may only be used one (1) time during the Term. Any change to the Agreement resulting from application of this Section will require an amendment. Term: 48 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”): $90,000.00 in Total Service Charges

Business Downturn has the meaning set forth in Section 4.3.

Examples of Business Downturn in a sentence

• Pursuant to the Business Downturn clause of the Agreement, Company will waive the Underutilization Charges which have accrued but are as of yet unpaid under the Agreement as of the 1St Amendment Effective Date.

• Subject to the re- quirements of Section 3(b)(ii) below, if Customer experiences a Busi- ness Divestiture or Business Downturn (as defined below), Cohere will negotiate in good faith with Customer to reduce the monthly re- curring charges obligation that will apply after the occurrence of the Business Divestiture or Business Downturn.

• By way of illustration and not by limitation, Business Downturn shall not include a change in Cus- tomer’s usage of any Cohere services resulting from a decision by Customer to reduce its overall use of telecommunications services, to alter or optimize its telecommunications network architecture, or to utilize services being provided by another vendor in lieu of Co- here’s services.

• Upon thirty (30) days written notice, if Genuity has offset, or provided Allegiance notice that it will offset, against the Purchase Price, in accordance with Section 3.2(c), amounts in excess of ** excluding offsets relating to the occurrence of a Business Downturn as provided in Section 4.3, a Disaster as provided in Section 6.1 or a Force Majeure Event as provided in Section 6.2.

• By way of illustration and not by limitation, Business Downturn shall not include a change in ▇▇▇▇▇’▇ usage of Services hereunder resulting from a decision by ▇▇▇▇▇ to reduce its overall use of services, to alter its architecture, or to transfer portions of its traffic or projected growth to other suppliers.

• In the event of a Business Downturn, after the second year of this Agreement, and not due to a replacement of any portion of the Services with the services or products of another provider, ▇▇▇▇▇ and SAVVIS shall negotiate in good faith appropriate and commercially reasonable changes to this Agreement, which may include adjustments to price, term, commitment, or a combination thereof.

• In the event Customer, after the first year of this Agreement, is unable to fulfill its obligations for the Annual Commitment due to a Business Downturn, and not due to a transfer of services to another provider shall not be assessed cost for the remainder of term.

• Such reductions will be directly proportional to the amount of business lost ** dial-up modem service ** in the affected Serviceable Rate Centers, and such reduction will be made in accordance with a Business Downturn plan provided to Allegiance.

• If Genuity experiences a material loss or downturn in the dial-up modem services ** (a "Business Downturn"), Genuity shall have the ability to reduce **, the number of Ports included in the Integrated Network Solution and, in appropriate measure, the Purchase Price.

• Pursuant to a Business Downturn clause included in the Customer’s Agreement, Customer is granted a one-time waiver of an underutilization charge, equal to $37,250.00, due to a shortfall in meeting the AVC commitment for the 2nd Contract Year.

More Definitions of Business Downturn

Business Downturn means a decrease in the Buyer’s or Customer’s purchases of Services and Deliverables in a single Contract Year from the previous year due to general business conditions, and not due to the self provision of such Services or Deliverables or the selection of another supplier to fulfill the requirements expressed herein.

Business Downturn means an unplanned, measurable change in business conditions affecting ▇▇▇▇▇’▇ business that is outside of ▇▇▇▇▇’▇ control and that materially and negatively affects ▇▇▇▇▇’▇ need for the level of Services provided hereunder such that ▇▇▇▇▇’▇ requirement for such Services is reduced to a level below seventy-five percent (75%) of the Minimum Monthly Commitment. In the event of a Business Downturn, after the second year of this Agreement, and not due to a replacement of any portion of the Services with the services or products of another provider, ▇▇▇▇▇ and SAVVIS shall negotiate in good faith appropriate and commercially reasonable changes to this Agreement, which may include adjustments to price, term, commitment, or a combination thereof. The parties shall continue performance under this Agreement while they are negotiating and no changes to this Agreement will be binding unless and until they are set forth in an amendment hereto entered into pursuant to Section 37.11. The terms of this Section 7.1 shall apply with respect to reductions in Services in excess of, and shall not limit or modify, ▇▇▇▇▇’▇ rights with regard to any reductions in Services pursuant to Section 3.4.

Business Downturn is defined as Customer's closing of a site or elimination of IP Products and Services at a site (i.e., IP products and services will not be provided at such site by Sprint or any other carrier).