Measuring Against Agreed Minimum Quarterly Commitments Sample Clauses

Measuring Against Agreed Minimum Quarterly Commitments. Within 30 calendar days after the end of each calendar quarter during the Term, the Parties will confer to determine whether or not (i) each Party met 100% of each Firm Order submitted during the preceding calendar quarter, and (ii) the Firm Orders submitted during the preceding calendar quarter represent at least: (A) 100% of the Agreed Minimum Quarterly Commitments for the first full quarter of the Term (and any months before then) and dropping by 10% for each full quarter thereafter during the remaining quarters of 2020 (provided, however, that notwithstanding anything to the contrary herein or in Exhibit B, (I) Firm Orders submitted for the third quarter of 2020 must be for no less than 18.6 MW of A-Series Products for the “Residential Market Segment” and for no less than 3.5 MW of A-Series Products for the “Indirect Commercial Market Segment,” “Direct Market Segment” or any combination thereof, and (II) Firm Orders submitted for the fourth quarter of 2020 must be for no less than 42.3 MW of A-Series Products for the “Residential Market Segment” and for no less than 9.7 MW of A-Series Products for the “Indirect Commercial Market Segment,” “Direct Market Segment” or any combination thereof); (B) 90% of the Agreed Minimum Quarterly Commitments for the first quarters of 2021 and 2022 (as such Agreed Minimum Quarterly Commitments are established in the third quarter of the prior calendar year); (C) 80% of the Agreed Minimum Quarterly Commitments for the second and third quarters of 2021 and, to the extent within the Term, 2022; and (D) 70% of the Agreed Minimum Quarterly Commitments for the fourth quarter of 2021 and, to the extent within the Term, 2022 (in the case of (i) and (ii) (including the proviso therein), the “Product Firm Commitment”). Except as set forth above, this determination will be made on a cell technology basis (i.e., Maxeon 2, regardless of whether it is destined for the Residential and Indirect Market Segment or the Direct Market Segment) by comparing Products actually ordered by Customer, and Products actually shipped or scheduled for shipment by Supplier, during such preceding calendar quarter against the Product Firm Commitment.
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Related to Measuring Against Agreed Minimum Quarterly Commitments

  • 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.

  • Minimum Adjusted EBITDA As of any date of determination from and after April 1, 2008, if Borrowers do not have Net Debt in an amount less than $4,000,000 at all times during the most recently completed fiscal quarter, then Borrowers shall not fail to achieve Adjusted EBITDA, measured on a quarter-end basis, of at least the required amount set forth in the following table for the applicable period set forth opposite thereto (and the failure to do so shall be deemed an Event of Default): Applicable Amount Applicable Period $(1,234,000) For the 3 month period ending March 31, 2008 $(1,246,000) For the 6 month period ending June 30, 2008 $(200,000) For the 9 month period ending September 30, 2008 $(839,000) For the 12 month period ending December 31, 2008 $(750,000) For the 12 month period ending March 31, 2009 17 Applicable Amount Applicable Period $(500,000) For the 12 month period ending June 30, 2009 $(150,000) For the 12 month period ending September 30, 2009 $150,000 For the 12 month period ending December 31, 2009 $350,000 For the 12 month period ending March 31, 2010 $550,000 For the 12 month period ending June 30, 2010 $750,000 For the 12 month period ending September 30, 2010 $950,000 For the 12 month period ending December 31, 2010 and for each 12 month period ending as of the last day of each fiscal quarter thereafter

  • Time Commitment The Advisor shall, and shall cause its Affiliates and their respective employees, officers and agents to, devote to the Company such time as shall be reasonably necessary to conduct the business and affairs of the Company in an appropriate manner consistent with the terms of this Agreement. The Company acknowledges that the Advisor and its Affiliates and their respective employees, officers and agents may also engage in activities unrelated to the Company and may provide services to Persons other than the Company or any of its Affiliates.

  • Minimum Excess Availability Borrower shall have Excess Availability under the Revolving Credit Loans facility of not less than the amount specified in the Schedule, after giving effect to the initial advance hereunder and after giving effect to any applicable Loan Reserves against borrowing availability under the Revolving Credit Loans.

  • Xxxxx Date [Grant Date]

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

  • Minimum Availability Borrower shall have minimum availability immediately following the initial funding in the amount set forth on the Schedule.

  • Maximum Leverage Permit, as of any fiscal quarter end, the ratio of (a) Adjusted Portfolio Equity as of such fiscal quarter end to (b) Funded Debt as of such fiscal quarter end, to be less than 5.00 to 1.00.

  • Adjusted Quick Ratio A ratio of Quick Assets to Total Liabilities minus Deferred Revenue of at least 1.5 to 1.0; and

  • L/C Commitment (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied).

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