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 (other than an affiliate of Licensor) provided that Licensee complies with all terms and conditions agreed to by such Other Window Provider that are directly related to such availability date. 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 TheLicensor shall use commercially reasonable efforts to notify Licensee of the Early Window Availability Date for each Early Window Title shall be notified by Licensor to Licenseeno 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 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...
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. 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 (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 Availability Date for each Included Program shall be as determined by Licensor in its sole discretion.
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. The Commitments of the Lenders to make Loans hereunder shall not be available for Borrowing hereunder until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Availability Date) of Fried, Frank, Harris, S▇▇▇▇▇▇ & J▇▇▇▇▇▇▇ LLP and J▇▇ ▇▇▇▇▇▇▇▇▇, or such other counsel as shall be reasonably satisfactory to the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Borrower, each Guarantor, the Loan Documents (other than the Fee Letter) or the Transactions as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.
(c) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Parent, the Company and each other Guarantor (if any) attaching copies of its certificate of incorporation and by-laws, a good standing certificate for it and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party.
(d) The Administrative Agent shall have received an incumbency certificate of an officer of the Parent, the Company and each other Guarantor (if any) in respect of each of the officers who are authorized to sign this Agreement and the other Loan Documents to which each is a party on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby.
(i) The representations and warranties of the Credit Parties set forth in this Agreement shall be true and correct on and as of the Availability Date (giving effect to the Transactions and any Borrowing occ...
Availability Date. The Availability Date for each Included Program shall be as determined by Licensor in its sole discretion; provided, that: The Availability Date for each Included Program shall be determined by Licensor in its sole discretion, provided, however, that the Availability Date for each Current Film shall be no later than the date on or after such Current Film’s applicable Home Video Street Date on which Licensor or any other SPE Entity first makes such Current Film available to any Other Distributor for VOD distribution in the applicable Territory. As used in this Section 3.3 only, “Home Video Street Date” shall mean the date on which such Current Film is first made available in the applicable Territory to the general public for sale or rental, whichever is earlier, in the DVD format. Notwithstanding the foregoing, Licensor may elect, in its sole discretion, to delay the Availability Date of up to ten percent (10%) of the Current Films licensed hereunder in each Territory (each, an “Earlier Avail Title”) to provide for exclusive early distribution (i.e., distribution prior to the applicable Availability Date hereunder) of each such Earlier Avail Title through any single Other Distributor on a one-off basis for VOD distribution in such Territory; provided, that: (a) the foregoing shall not be used to frustrate the purposes of this Agreement, and, in each such case, the Availability Date for such Current Film shall be no later than the date on which Licensor or any other SPE Entity makes such Current Film available to any other Other Distributor (i.e., on a non-exclusive basis) for VOD distribution in such Territory; (b) Licensee shall not be required to carry any such Earlier Avail Title in the applicable Territory; (c) except in the case where such single Other Distributor is an affiliate of Licensor, no such Earlier Avail Title may have a North American box office of greater than Seventy-Five Million dollars ($75,000,000); and (d) no more than half of all Earlier Avail Titles may be distributed on an exclusive early basis through an Other Distributor that is not an affiliate of Licensor.
Availability Date. The obligations of the Lenders to make Loans hereunder is subject to the occurrence of the Closing Date and the satisfaction (or waiver in accordance with Section 9.02) of the following conditions precedent:
(a) The Andeavor Acquisition shall have been (or substantially concurrently shall be) consummated in all material respects in accordance with the terms of the Andeavor Acquisition Agreement. The Andeavor Acquisition Agreement shall not have been amended or modified, or any provision or condition therein waived, or any consent granted thereunder (directly or indirectly) by the Borrower or any of its Subsidiaries, if such amendment, modification, waiver or consent would be material and adverse to the interests of the Lenders (in their capacities as such) without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned).
(b) The Administrative Agent shall have received a certificate, dated as of the Availability Date and signed by a Financial Officer of the Borrower, confirming that (i) the condition in paragraph (a) of this Section has been satisfied and (ii) the conditions set forth in paragraphs (a) and (b) of Section 4.03 have been satisfied, in form and substance reasonably satisfactory to the Administrative Agent (it being agreed that the form delivered pursuant to Section 4.01(e) is satisfactory for purposes of this clause (ii)).
(c) The Existing Credit Agreements Refinancing shall have been (or substantially concurrently shall be) consummated, and the Administrative Agent shall have received reasonably satisfactory evidence thereof.
(d) On or before the Availability Date, the Lenders, the Administrative Agent and the Arrangers shall have received all fees required to be paid and all reasonable out-of-pocket expenses required to be reimbursed for which reasonably detailed invoices have been presented to the Borrower on or before the date that is two Business Days prior to the Availability Date. The Administrative Agent shall notify the Borrower and the Lenders of the Availability Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) prior to the Commitment Termination Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at the Commitment Termination...