Purchase Shortfall definition

Purchase Shortfall shall have the meaning set forth in Section 2.2(a).
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Purchase Shortfall has the meaning set forth in SECTION 5.7(D) hereof.
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Purchase Shortfall shall have the meaning set forth in Section 2.2(a). (u) Restricted MEMC Business” shall mean the design, development, manufacture, marketing or sale of photovoltaic cells and photovoltaic modules. (v) “Restricted Suntech Business” shall mean shall mean (a) the design, development, manufacture, marketing or sale of Multi Wafers or Mono Wafers for use in solar cells or (b) the production of solar grade polysilicon or solar ingots. (w) “Restrictive MEMC Covenants shall have the meaning set forth in Section 2.15(b). (x) “Restrictive Suntech Covenants shall have the meaning set forth in Section 2.14(b). (y) “Retained Loan/Security Deposit Amount” shall have the meaning set forth in Section 3.1. (z) “Subsidiaries” shall mean any Person subject to control by either Party, or any of their respective affiliates. The term “control” as used in the preceding sentence means, with respect to a corporation, the right to exercise, directly or indirectly, fifty percent (50%) or more of the voting rights attributable to the shares of such corporation, or with respect to any Person other than a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person. (aa) “Tax” or “Taxes” means all (i) federal, state, local, foreign and other taxes, assessments, duties or similar charges of any kind whatsoever, including all corporate franchise, income, sales, use, ad valorem, receipts, value added, profits, license, withholding, payroll, employment, excise, property, net worth, capital gains, transfer, stamp, documentary, social security, payroll, environmental, alternative minimum, occupation, recapture and other taxes, and including any interest, penalties and additions
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Examples of Purchase Shortfall in a sentence

  • Payments to satisfy amounts due to third parties (other than pursuant to the Transaction Documents) and payable in connection with the Issuer's business may be made from the Transaction Account, and, if applicable, the Commingling Reserve Account and, if applicable, the Set-Off Reserve Account, and, if applicable, the Purchase Shortfall Account, other than on a Payment Date.

  • The Issuer shall hold all monies paid to it in the Transaction Account, except the Commingling Reserve Amount which the Issuer shall hold in the Commingling Reserve Account, the Set-Off Reserve Amount which the Issuer shall hold in the Set-Off Reserve Account, the Required Liquidity Reserve Amount which the Issuer shall hold in the Liquidity Reserve Account and the Purchase Shortfall Amount which the Issuer shall hold in the Purchase Shortfall Account.

  • The Issuer shall hold all monies paid to it in the Transaction Account, except the Commingling Reserve Amount which the Issuer shall hold in the Commingling Reserve Account, the Set-Off Reserve Amount which the Issuer shall hold in the Set-Off Reserve Account and the Purchase Shortfall Amount which the Issuer shall hold in the Purchase Shortfall Account.

  • The Swap Counterparty will pay to the Issuer, on any date on which a Portfolio Close-Out Event occurs under any Performance Swap, an amount equal to the excess (if any) of (a) the Protected Amount of the relevant Class of Notes at redemption over (b) the Deposit relating to the relevant Class of Notes converted (if such Notes are FX Notes) into the Notes Currency under the related Currency Swap (the " Zero-Coupon Purchase Shortfall Amount").

  • Subject to Article VI, in the event of a Purchase Shortfall Distributor shall, without demand from NCO and within thirty (30) days following the end of the applicable Contract Year, at Distributor’s option either: (x) purchase quantities of the applicable products equal to the Purchase Shortfall; or (y) pay an amount to NCO equal to the Purchase Shortfall multiplied by the applicable prices for the Products as set forth on Schedule A (as then in effect).

  • See Agreement, §3.2. By ICC Case No. 23464/MKTerms of Reference contrast, the Agreement contains no provision for recovery of damages by Claimant for any Purchase Shortfall that may occur in Contract Years 3 through 5.

  • Should any amounts payable to the Issuer be paid in any way other than as set forth in the preceding sentence, the Issuer shall promptly credit such amounts to, or (as the case may be) deposit such securities in, the Transaction Account or, in case of the Commingling Reserve Amount, to the Commingling Reserve Account or, in case of the Set-Off Reserve Amount, to the Set-Off Reserve Account or, in case of a transfer of the Purchase Shortfall Amount, to the Purchase Shortfall Account.

  • On each Notes Payment Date, as long as no Enforcement Notice has been delivered by the Security Trustee, the Available Principal Funds or during the Replenishment Period and if a Purchase Shortfall Event has occurred, any amounts in excess of 10 per cent.

  • Indeed, to address Sinocare’s concern that Nipro could simply fail to meet the annual minimums without repercussion (financial or otherwise), Sinocare’s counsel circulated a revised IDA draft which included a Purchase Shortfall mechanism by which Nipro would be responsible for either buying the annual minimums or paying the full price of those minimums for any given Contract Year.

  • Notwithstanding any other provision in the Agreement to the contrary, in the event of a discrepancy, the Parties agree that Halliburton shall pay any Purchase Shortfall amounts due and owing; and, in the event that Halliburton meets the Minimum Purchase Requirement after having paid Makewhole Payments during the Contract Year, Supplier shall credit Halliburton for such Makewhole Payments.


More Definitions of Purchase Shortfall

Purchase Shortfall shall have the meaning set forth in Article II.2(c).
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Related to Purchase Shortfall

  • Accumulation Shortfall shall initially mean zero and shall thereafter mean, with respect to any Monthly Period during the Controlled Accumulation Period, the excess, if any, of the Controlled Deposit Amount for the previous Monthly Period over the amount deposited into the Principal Funding Account pursuant to subsection 4.9(c)(i) with respect to the Certificates for the previous Monthly Period.

  • Finance Charge Shortfall shall have the meaning specified in Section 4.09.

  • Fair Share Shortfall means, with respect to a Contributing Guarantor as of any date of determination, the excess, if any, of the Fair Share of such Contributing Guarantor over the Aggregate Payments of such Contributing Guarantor. “Adjusted Maximum Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty or a Related Guaranty, in each case determined in accordance with the provisions hereof and thereof; provided that, solely for purposes of calculating the “Adjusted Maximum Amount” with respect to any Contributing Guarantor for purposes of this paragraph 2, the assets or liabilities arising by virtue of any rights to or obligations of contribution hereunder or under any similar provision contained in a Related Guaranty shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty and the Related Guaranties (including, without limitation, in respect of this paragraph 2 or any similar provision contained in a Related Guaranty). The amounts payable as contributions hereunder and under similar provisions in the Related Guaranties shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this paragraph 2 or any similar provision contained in a Related Guaranty shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder or under a Related Guaranty. Each Contributing Guarantor under a Related Guaranty is a third party beneficiary to the contribution agreement set forth in this paragraph 2.

  • VWAP Purchase Amount means, with respect to any particular VWAP Purchase Notice, the portion of the Available Amount to be purchased by the Buyer pursuant to Section 1(c) hereof pursuant to a valid VWAP Purchase Notice which requires the Buyer to buy the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market during normal trading hours on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum, subject to the VWAP Minimum Price Threshold.

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Principal Shortfall For any Distribution Date, the amount, if any, by which (i) the Principal Distribution Amount for the preceding Distribution Date exceeds (ii) the aggregate amount actually distributed with respect to principal on the Non-Vertically Retained Principal Balance Certificates on such preceding Distribution Date in respect of such Principal Distribution Amount.

  • Series Principal Shortfall means with respect to any Transfer Date, the excess, if any, of (a) (i) with respect to any Transfer Date relating to the Controlled Accumulation Period, the Controlled Deposit Amount for such Transfer Date, and (ii) with respect to any Transfer Date during the Rapid Amortization Period, the Adjusted Investor Interest over (b) the Investor Principal Collections minus the Reallocated Principal Collections for such Transfer Date.

  • Daily Principal Shortfall means, on any date of determination, the excess of the Monthly Principal Payment for the Monthly Period relating to such date over the month to date amount of Collections processed in respect of Principal Receivables for such Monthly Period allocable to investor certificates of all outstanding Series, not subject to reallocation, which are on deposit or to be deposited in the Principal Account on such date.

  • Available Funds Shortfall As defined in Section 3.03(b)(ii)(A).

  • Curtailment Shortfall For any Distribution Date and for any Curtailment received in the Prior Period, an amount equal to one month’s interest on such Curtailment at the Pass-Through Rate for the applicable Mortgage Loan.

  • Available Funds Shortfall Amount means, as of any Payment Date, the amount, if any, by which the aggregate amount required to be paid pursuant to clauses first through twelfth of Section 4.4(a) of the Sale and Servicing Agreement exceeds the Available Funds for such Payment Date.

  • Shortfall Payment has the meaning specified in Section 3.7.

  • Class A Note Principal Shortfall means, as of the close of any distribution date, the excess of: • the Class A Noteholders’ Principal Distribution Amount on that distribution date, over • the amount of principal actually distributed or allocated to the class A noteholders or deposited into the accumulation account on that distribution date.

  • Substitution Shortfall Amount As defined in Section 2.03(d).

  • Class B Note Principal Shortfall means, as of the close of any distribution date, the excess of: • the Class B Noteholders’ Principal Distribution Amount on that distribution date, over • the amount of principal actually distributed to the class B noteholders on that distribution date.

  • Maximum Purchase Amount means, for any CP Conduit, the aggregate Commitments of its Committed Purchasers, as set forth on Schedule I hereto.

  • VWAP Purchase Share Volume Maximum means a number of shares of Common Stock traded on the Principal Market during normal trading hours on the VWAP Purchase Date equal to: (i) the VWAP Purchase Share Estimate, divided by (ii) the VWAP Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Principal Payment Amount For any Distribution Date, an amount equal to the related Principal Remittance Amount for such date minus the related Overcollateralization Release Amount, if any, for such date.

  • Collateral Shortfall Amount is defined in Section 8.1.

  • Principal Shortfalls shall have the meaning specified in Section 4.04.

  • Working Capital Shortfall means the amount by which the Anticipated Working Capital Amount exceeds Minimum Net Operating Working Capital.

  • VWAP Purchase Share Percentage means, with respect to any particular VWAP Purchase Notice pursuant to Section 1(c) hereof, the percentage set forth in the VWAP Purchase Notice which the Buyer will be required to buy as a specified percentage of the aggregate shares traded on the Principal Market during normal trading hours up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date subject to Section 1(c) hereof but in no event shall this percentage exceed thirty percent (30%) of such VWAP Purchase Date’s share trading volume of the Common Stock on the Principal Market during normal trading hours.

  • Minimum Purchase Amount means an amount that would be sufficient to (i) reduce the Outstanding Amount of each class of Notes on such Distribution Date to zero and (ii) pay to the respective Noteholders the Class A Noteholders’ Interest Distribution Amount and the Class B Noteholders’ Interest Distribution Amount payable on such Distribution Date.

  • Additional Accelerated Purchase Share Volume Maximum means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, a number of shares of Common Stock equal to (i) the number of Purchase Shares specified by the Company in the applicable Additional Accelerated Purchase Notice as the Additional Accelerated Purchase Share Amount to be purchased by the Investor in such Additional Accelerated Purchase, divided by (ii) the Additional Accelerated Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).