Availability Date Sample Clauses
The Availability Date clause defines the specific date when a product, service, or resource becomes accessible to the buyer or end user. In practice, this clause sets a clear timeline for when obligations such as delivery, access, or commencement of services must begin, and may be tied to a calendar date or a triggering event. Its core function is to provide certainty and prevent disputes by establishing a mutually agreed-upon starting point for contractual responsibilities.
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Availability Date. 2.5.1 For each Early Window Title with a Net Retail Price (as defined below) of at least $29.99, the Early Window Availability Date of such title shall be set by Licensor in its sole discretion; provided, that such date shall be (a) on a Thursday no earlier than 45 days following the wide U.S. theatrical release of such title and no later than the later of (i) 64 days following the wide U.S. theatrical release of such title and (ii) the halfway mark between the wide U.S. theatrical release and the DVD Street Date for such title, provided, however, that such later date may be adjusted by Licensor by up to 5 days; and (b) notwithstanding anything to the contrary contained herein, no later than the date on which Licensor makes such title available to any Other Early Window Provider. Once Licensor sets the Early Window Availability Date for an Early Window Title in accordance with the foregoing, Licensee may not lower the Net Retail Price for such title below $29.99 at any time during its Early Window License Period.
2.5.2 For each Early Window Title with a Net Retail Price of less than $29.99, the Early Window Availability Date of such title shall be set by Licensor in its sole discretion; provided, that if such Early Window Availability Date is more than 69 days after its wide U.S. theatrical release, then, notwithstanding anything to the contrary set forth herein, Licensee shall be under no obligation to offer such Early Window Title on the Licensed Service as part of the Early Window Test.
2.5.3 Licensor shall use commercially reasonable efforts to notify Licensee of the Early Window Availability Date for each Early Window Title no later than the Friday following the second weekend of such title’s U.S. theatrical release (the “Early Window Marketing Date”) and in any event no later than 30 days prior to such Early Window Availability Date; provided that, in the event notice of the Early Window Availability Date for any Early Window Title is provided after the Early Window Marketing Date, then Licensee’s sole obligation as it relates to Section 2.12.2 shall be to use commercially reasonable efforts to market and promote any such Early Window Title.
2.5.4 For purposes hereof, “Net Retail Price” means, for each Early Window Title, the actual amount charged by Licensee (whether or not collected by Licensee) to a Subscriber on account of such Subscriber’s selection of such Early Window Title from the Licensed Service pursuant to a Subscriber Transaction, net of...
Availability Date. It is the day in which ▇▇▇▇▇▇▇▇ effectively credits the amount of the credit to the CLIENT through any of the means provided in this Contract.
j) Cutoff Date. The day or days in which the CLIENT must pay to MONEYMAN the respective Partial Payment or the Total Payment including the fees, interests and other applicable accessories (as applicable) and, the day or days in which MONEYMAN marks as the end of a period of record of payments made by the CLIENT.
k) Due Date of Payment. It is the business day in which the CLIENT must pay MONEYMAN the respective Total Payment including fees, interests and other applicable accessories (as applicable).
Availability Date. Fall 2005
Availability Date. The "Availability Date" shall mean (i) the Effective Date with respect to the Minimum ▇▇▇▇▇▇▇▇ T-1 Inventory identified in Exhibit A-6 to be provided to ▇▇▇▇▇▇▇▇ as of the Effective Date, and (ii) December 31st of each calendar year following 1998 through the end of the Term with respect to each annual number of Minimum ▇▇▇▇▇▇▇▇ T-1 Inventory identified in Exhibit A-6 for such calendar year. The "Deadline Date" shall be sixty (60) days after the later of (i) such planned Availability Date or (ii) the planned Availability Date as extended due to unforeseen events not in the reasonable control of WinStar (other than as due to WinStar's negligence), Force Majeure events or as expressly permitted by this Agreement. WinStar shall make available each of its annual Minimum ▇▇▇▇▇▇▇▇ T-1 Inventories by the applicable Deadline Date. WinStar shall give ▇▇▇▇▇▇▇▇ as much prior notice as reasonably possible if, to the best of WinStar's knowledge, there is a foreseeable risk that it may miss a Deadline Date for its Minimum ▇▇▇▇▇▇▇▇ T-1 Inventory.
Availability Date. The Availability Date for each Included Program shall be as determined by Licensor in its sole discretion.
Availability Date. The Availability Date for each Included Program shall be (a) as set forth on Schedule A for the Included Programs on Schedule A, (b) for Included Programs added hereunder as a replacement program pursuant to Section 7, as determined by Licensor in consultation with Licensee, and (c) for Additional Programs (as defined below), determined by Licensor in its sole discretion and communicated to Licenseeas memorialized in an availability listamendment to Schedule A pursuant to Section 5.
Availability Date. The VOD Availability Date for each VOD Included Program shall be as determined by Licensor in its sole discretion; provided, that the VOD Availability Date for each Current Film shall be no later than the date on or after the Home Video Street Date on which Licensor makes such film available for the “standard” residential Video-On-Demand window to all Other VOD Distributors for VOD distribution in the Territory. Notwithstanding the foregoing, Licensor may elect, in its sole discretion, to delay the VOD Availability Date of up to ten percent (10%) of the Current Films made available hereunder to provide for exclusive early distribution (i.e. distribution prior to the VOD Availability Date hereunder) through a single Other VOD Distributor on a one-off basis for VOD distribution in the Territory; provided, that, the foregoing shall not be used to frustrate the purposes of this Agreement, and, except in the case where such Other VOD Distributor is an affiliate of Licensor, shall not apply to any Current Film which had domestic (i.e., U.S. and Canada) gross box office receipts (as reported in Daily Variety) of $50 Million or more, and in each such case, the VOD Availability Date for such delayed Current Film shall be no later than the date on which Licensor makes such Current Film available to any other VOD Distributor (i.e., on a non-exclusive basis) for VOD distribution in the Territory.
Availability Date. The VOD Availability Date for each VOD Included Program shall be as determined by Licensor in its sole discretion; provided, however, that the VOD Availability Date for each Current Feature shall be no later than the date on which Licensor first makes such film generally available for the “standard” residential Video-On-Demand window on a non-exclusive basis for VOD distribution in the Territory (i.e., the availability date for other residential VOD distributors who do not pay additional consideration of more than a de minimus amount for an earlier date or who are not granted exhibition rights on a limited test basis).
Availability Date. The obligations of the Lenders to make Loans on the Available Date shall become effective on the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02):
(a) The Effective Date shall have occurred.
(b) The Administrative Agent and the Lead Lender shall have received a Borrowing Request acceptable to the Administrative Agent and the Lead Lender and in accordance with Section 2.02 setting forth the amount of the Loans requested by the Borrower on the Availability Date and the accounts to which such Loans are to be funded.
(c) The Administrative Agent and the Lead Lender shall be satisfied that all actions and proceedings required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Anti-Trust Improvements Act of 1976, as amended) have been taken and the transactions required thereunder have been duly and validly taken and consummated.
(d) The representations and warranties of each Credit Party set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Availability Date (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties are true and correct in all respects as of such earlier date).
(e) At the time of and immediately after giving effect to the funding of the Loans, no Default shall have occurred and be continuing.
(f) The Administrative Agent and the Lead Lender shall have received a solvency certificate dated the Availability Date and signed by a Financial Officer of the Borrower.
(g) The Administrative Agent and the Lead Lender shall have received duly executed Mortgages in form and substance reasonably satisfactory to the Administrative Agent and the Lead Lender necessary or appropriate to grant, evidence and perfect Liens on Oil and Gas Interests of the Borrower and its Restricted Subsidiaries in favor of the Administrative Agent as required by Section 6.10.
(h) The Administrative Agent and the Lead Lender shall have received evidence that arrangements have been made for (i) a director, officer or oth...
Availability Date. The obligation of each Lender to make Loans hereunder (which obligation, for the avoidance of doubt, shall be subject to the additional conditions set forth in Section 4.04) shall not become effective until the first date (the “Availability Date”) on which each of the following conditions have been satisfied (or waived in accordance with Section 9.02):
(a) The Commitment Effectiveness Date shall have occurred.
(b) The Outside Date shall not have occurred.
(c) The representations and warranties of the Borrower and each Loan Party set forth in this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty to the extent that it is already qualified or modified by materiality in the text thereof) on and as of such date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case, such representation or warranty shall be true and correct in all materials respects (or all respects, as applicable) as of such earlier date).
(d) No Default or Event of Default hereunder shall have occurred and be continuing.
(e) The Hercules Debt Repayment shall have been, or, substantially concurrently with the occurrence of the Availability Date, shall be, consummated.
(f) The Administrative Agent shall have received from a Responsible Officer of the Borrower (i) notice confirming that the Availability Date has occurred and (ii) a certificate certifying that each of the conditions specified in clauses (c), (d) and (e) of this Section 4.03 has been satisfied.