Material Increase definition

Material Increase means an increase in volume that exceeds by (***) Licensees’ average daily message volume for the uAPI adjusted for seasonality. If Subscriber fails to use reasonable business efforts to provide such prior written notice to Travelport and as a result, Travelport does not have sufficient capacity to process uAPI messages generated by Licensee, Travelport may throttle Licensees’ volume to a manageable level (but in no event to less than the Licensees’ average daily message volume) until Travelport resolves any system capacity issues.
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Material Increase has the meaning given in section 3.1(e)(i).
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Material Increase means a material increase in XxxXxxx'x costs of providing services to the Customer that results from circumstances beyond XxxXxxx'x control, including the imposition of, or increase to, fees charged to XxxXxxx by Suppliers or their intermediaries (including global distribution systems and the Airlines Reporting Corporation). If Client rejects a change in XxxXxxx’x Fees and Expenses, Client may terminate this Agreement on such notice as Client deems reasonable.
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Examples of Material Increase in a sentence

  • Any Collateral Audit conducted at the request of the Borrower in connection with a Material Increase Acquisition shall count as a Collateral Audit for purposes of the preceding sentence if such Collateral Audit is not primarily limited in scope to the assets acquired in such Material Increase Acquisition.

  • Discretionary Reserve Strengthening means a Material Increase in the Coinsurance Reserve for the Riders reinsured under this Agreement due solely to the Ceding Company’s decision to hold Statutory Reserves in excess of the reserves otherwise calculated to meet the requirements of AG 43 (or other applicable regulation(s) as amended/adopted) for the Base Annuities and the Riders.

  • For purposes of facilitating Travelport’s system capacity planning, Subscriber will use reasonable business efforts to provide to Travelport prior written notice of any event that may have a Material Increase on the number of uAPI messages made by Subscriber through the Licensed API (a “Spike”), including, but not limited to, new code or changes to existing code launched by Licensees, Licensees’ entrance into new markets, or Licensees’ advertising or marketing campaigns.

  • Any appraisals or updates conducted at the request of the Borrower in connection with a Material Increase Acquisition shall count as appraisals or updates for purposes of the preceding sentence if such appraisals or updates are not primarily limited in scope to the assets acquired in such Material Increase Acquisition.

  • Proposed Amendments to Rule 44.2 re: Material Increase in Load 1 2.

  • Cadiz shall have the right to negotiate its recovery of Capital Investment from other Project Participants on terms agreeable to Cadiz and such other Project Participant; provided, however, that such other capital recovery terms do not create a Material Increase in Financial Risk to SMWD.

  • For purposes of facilitating Travelport’s system capacity planning, Subscriber will use reasonable business efforts to provide to Travelport a prior written notice of any event that may have a Material Increase on the number of uAPI messages made by Subscriber through the Licensed API , including, but not limited to, new code or changes to existing code launched by Subscriber, Subscriber’s entrance into new markets, or Subscriber’s advertising/marketing campaigns.

  • The Purchase Price will be ------------------------------- adjusted by the amount, if any, of any Material Reduction or any Material Increase in the stated book value of the Inventory, the Accounts Receivable, and/or the Equipment at the Closing Date, as reflected in the then current accounting records of the Seller.

  • The foregoing notwithstanding, under no circumstances will the Buyer be obligated to pay a Purchase Price that exceeds $150,000; and in the event of a Material Increase that would result in the Purchase Price exceeding $150,000, the Buyer, at its election, shall be entitled to either pay the Purchase Price, as increased pursuant to this Section, or to terminate this Agreement without penalty.

  • If the Closing Balance Sheet shows neither a Material Increase nor a Material Decrease, there shall be no adjustment to the contingent payments.

Related to Material Increase

  • Material Amount means an amount equal to the value of the three most recent invoices issued by ABP to the Customer;

  • Material IP means any Intellectual Property that is material to the conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole.

  • Material Indebtedness means Indebtedness (other than the Loans and Letters of Credit), of any one or more of the Company and its Subsidiaries in an aggregate principal amount exceeding $50,000,000.

  • Material Modification means any modification to an Interconnection Request that has a material adverse effect on the cost or timing of Interconnection Studies related to, or any Network Upgrades or Local Upgrades needed to accommodate, any Interconnection Request with a later Queue Position.

  • Material Environmental Amount an amount payable by the Borrower and/or its Subsidiaries in excess of $5,000,000 for remedial costs, compliance costs, compensatory damages, punitive damages, fines, penalties or any combination thereof.

  • Material Amendment has the meaning provided in Section 9.6.

  • Material Project Documents means, collectively, the Power Purchase Agreement, the EPC Contract, the Transmission Facilities Construction Agreement, the O&M Agreement, the Coal Supply Agreements, the Coal Transportation Agreement and all other instruments, agreements or other documents arising from or related to the Project, but shall not include any Financing Agreement.

  • Material Project means the construction or expansion of any capital project of the Borrower or any of its Subsidiaries, the aggregate capital cost of which exceeds $50,000,000.

  • Material Modifications means any modifications to the material related party transactions which were approved by the Audit Committee or Shareholders during the year which will change the complete nature of the transaction and in case of monetary thresholds which is in excess of 10% of the originally approved transaction, in case of exigencies only.

  • material hoist means a hoist used to lower or raise material and equipment, excluding passengers; "medical certificate of fitness" means a certificate contemplated in regulation 7(8);

  • Material Insurance Subsidiary means a Material Subsidiary that is also an Insurance Subsidiary.

  • Material Indebtedness Agreement means any agreement under which any Material Indebtedness was created or is governed or which provides for the incurrence of Indebtedness in an amount which would constitute Material Indebtedness (whether or not an amount of Indebtedness constituting Material Indebtedness is outstanding thereunder).

  • Material Terms means (i) for Designated FX Transactions, the Settlement Date, amounts of each currency to be delivered by each party, and any other terms considered material in the market, (ii) for Designated Option Transactions, the amounts of each currency, the style (e.g., American or European) of option, the strike price, premium, expiration date, and any other terms considered material in the market, (iii) for Designated Bullion Trade Transactions, the Trade Date, Purchaser, Seller, Bullion, number of Ounces, Contract Price, Value Date, and any other material terms and (iv) for Designated Bullion Option Transactions, Trade Date, Buyer, Seller, Bullion, number of Ounces, style, type, Strike Price, Expiration Date, Settlement Date, Premium, Premium Payment Date, and any other material terms (terms used in subsection (iii) and (iv) in this definition have the means set forth in the 2005 ISDA Commodity Definitions).

  • Material Participation means involvement in the development and operation of the project on a basis which is regular, continuous, and substantial as defined in Code Section 42 and 469(h) of the regulations promulgated hereunder.

  • Material Compliance Matter has the same meaning as the term defined in Rule 38a-1, and includes any compliance matter that involves: (1) a violation of the federal securities laws by Distributor (or its officers, directors, employees, or agents); (2) a violation of Distributor's Rule 38a-1 policies and procedures; or (3) a weakness in the design or implementation of Distributor's Rule 38a-1 policies and procedures.

  • Material Information means any information (Material Fact or Material Change) relating to the business and affairs of the Company that results in or would reasonably be expected to result in a significant change in the market price or value of any of the Company’s securities;

  • Material Deviation refers to any contents or characteristics of the proposal that is significantly different from an essential aspect or requirement of the RFP, and : (i) substantially alters the scope and quality of the requirements; (ii) limits the rights of UNDP and/or the obligations of the offeror; and (iii) adversely impacts the fairness and principles of the procurement process, such as those that compromise the competitive position of other offerors.

  • Material Environmental Liabilities means Environmental Liabilities exceeding $500,000 in the aggregate.

  • Material Interest means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of voting securities or other voting interests representing at least ten percent (10%) of the outstanding voting power of a Person or equity securities or other equity interests representing at least ten percent (10%) of the outstanding equity securities or equity interests in a Person.

  • Superior Offer Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to purchase more than 50% of the outstanding shares of Company Common Stock on terms that the board of directors of the Company determines, in its reasonable judgment, based upon the written advice of its financial advisor, to be more favorable to the Company's shareholders than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely to be obtained by such third party on a timely basis.

  • Material Agreement means any material contract, commitment, agreement (written or oral), instrument, lease or other document, license agreement and agreements relating to intellectual property, to which the Corporation or any Subsidiary are a party or to which any of their property or assets are otherwise bound;

  • Material Permit shall have the meaning ascribed to such term in Section 3.1(n).

  • Material Taking shall have the meaning set forth in Section 6.4.

  • Material Loss means an uninsured:

  • Material Documents has the meaning set forth in Section 5.23.

  • Environmental and Social Commitment Plan or “ESCP” means the environmental and social commitment plan for the Project, dated May 5, 2023, as the same may be amended from time to time in accordance with the provisions thereof, which sets out the material measures and actions that the Recipient shall carry out or cause to be carried out to address the potential environmental and social risks and impacts of the Project, including the timeframes of the actions and measures, institutional, staffing, training, monitoring and reporting arrangements, and any environmental and social instruments to be prepared thereunder.