Business Downturn. Customer will not be liable for underutilization ----------------- charges where such underutilization charges are solely due to [*]. In the event the Customer's Usage Charges fall below [*] of the Annual Minimum during the Service Term as a result of such business downturn, MCI and Customer will cooperate in efforts to develop a mutually agreeable alternative proposal that will address the concerns of both parties and comply with all applicable legal and regulatory requirements and restrictions, provided, however, that if a new agreement is not reached within thirty (30) days of MCI's notice to Customer that Customer's Usage Charges have fallen below [*] of the Annual Minimum, MCI may terminate this Agreement without liability to Customer upon ninety (90) days written notice. By way of example and not limitation, the alternative proposal may include changes in discounts, credits, revenue and/or volume commitments, the multi-year service period, and other provisions. Subject to all applicable legal and regulatory requirements of the Federal Communications Commission and the Communications Act of 1934, MCI will prepare and file any tariff revisions necessary to implement such mutually agreeable alternative proposal. This provision shall not apply to a change resulting from a decision by a Customer to: (1) reduce its overall use of telecommunications service; (2) alter its telecommunications network architecture; or (3) transfer portions of its telecommunications traffic or projected growth to carriers other than MCI. This provision shall also not apply during the first twelve (12) months of the Service Term and, after the first twelve (12) months, may only be used one (1) time by Customer during the Service Term. Customer must give MCI immediate written notice of the conditions it believes will require the application of this provision.
Business Downturn. The parties agree that, in the event that Buyer experiences a business downturn beyond its control, Buyer may wish to request an adjustment to the Agreement as opposed to exercising its right to terminate for convenience. In such event, Seller and Buyer will cooperate in developing an arrangement to address the business downturn. The arrangement may include a revision to the Seller Rates, an applicable Contract, Service Levels, Term or other provisions. To invoke this provision, Buyer will notify Seller in writing that it has experienced a business downturn and will suggest changes to address the downturn. In relation thereto, Buyer may prepare a Change Request under Section 14 (Changes).
Business Downturn. 39.4.1 In the event of a loss of volume (actual or forecast) and provided the forecast is justified, that will generate a sustained hours deficit (for FSE) or shortfall of VSE minimum salary, and redundancies may be an outcome, this clause will be triggered. In all other circumstances where changes are required then the Introduction of Change (clause 45) will be used.
Business Downturn. Customer incurred a shortfall of $76,980.68 against its AVC applicable to the Term, which would result in an Underutilization Charge of $23,094.20. On September 25, 2008, Customer gave written notice of its election to invoke the one-time waiver of Underutilization Charge and has requested relief from 100% of the Underutilization Charge. Company acknowledges that Customer has satisfied the requirements and is entitled to the one-time waiver of Underutilization Charge. , The maximum amount that can be waived is $1,400,000. Customer therefore qualifies for relief from $23,094.20 or 100% of the Underutilization Charge. OPTION NO. 54932602 Term: 24 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates this Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). During the Extended Term, either party may terminate this Agreement upon at least sixty (60) days prior written notice. Minimum Annual Volume Commitment (“AVC”): $74,000.00
Business Downturn. Notwithstanding any provision of this Agreement to the contrary, twelve (12) months following the Service Commencement Date, Customer may permanently close one (1) service location due to a downturn in its business and/or adverse change in its financial condition without incurring the applicable ETF, but will be liable for any documented expenses incurred by WIN in discontinuing any third party services or circuits used in providing the Service. Customer may utilize this provision only if: (i) Customer’s account with WIN is current, (ii) Customer provides WIN with at least sixty (60) days prior written notice of the termination date, and (iii) the termination of Service is not due to a transfer of any portion of the Service to another provider. In any such event, however, Customer shall remain liable for the cost of the Services through the effective date of the termination.
Business Downturn. In the event that Customer certifies to MCI in writing, with supporting documentation, that (i) Customer is unable to meet the AVC, notwithstanding Customer’s best efforts to do so and (ii) such failure results solely from a business downturn beyond Customer’s control, which materially and permanently reduces the size or scope of Customer’s operations and the volume of Services required by Customer hereunder, then Customer may request in writing that MCI and Customer attempt to negotiate a mutually agreeable amendment to this Agreement to [**]. In the event that MCI and Customer fail to agree on such amendment within [**] of Customer’s written request, then this Agreement will remain in full force and effect and enforceable with its existing terms. This Section shall not apply during the first Contract Year of the Term, and thereafter may only be used [**] during the Term. Following the establishment by MCI of a revised AVC as set forth herein, the revised AVC shall replace the AVC throughout this Agreement and Customer shall remain liable for charges pursuant to this Agreement, including without limitation, Underutilization Charges and Early Termination Charges, based on the revised AVC.
Business Downturn. At any time after the first year of the Term, WIN agrees that it will reduce the MRC for Services if and to the extent that Customer's usage decreases as a result of a material downturn in the Customer's business or the sale or consolidation of Customer's business units, which either or both events cause a significant reduction in Customer's need for the Services provided hereunder, as set forth in a letter of the Chief Executive Officer or Senior Vice President of Customer requesting such reduction. The total reduction to the MRC shall be based upon the percentage reduction in employees of Customer between the date hereof and the date of such letter request, provided, however, that such reduction shall in no event exceed ten percent (10%) of the original MRC. Customer may only invoke this clause one time during the Term. Notwithstanding anything herein to the contrary, reduction to the MRC must pass WIN's profitability standards, and shall not alter Customer's obligations to purchase Services for the Term in any other respect. Customer shall not be permitted to invoke this clause in the event that Customer has diverted or plans to divert any of its business to another provider of similar services.
Business Downturn. In the event of a business downturn beyond Customer's control or a divestiture of an Affiliate of Customer that significantly reduces the volume of network services required by the Customer with the result the Customer will be unable to meet its revenue and/or volume commitments under this Contract (notwithstanding Customer's best efforts to avoid such a shortfall), WorldCom and Customer will cooperate in efforts to develop a mutually agreeable alternative proposal that will satisfy the concerns of both parties and comply with all applicable legal and regulatory requirements. By way of example and not limitation, such alternative proposals may include changes in rates, nonrecurring charges, revenue and/or volume commitments, discounts, the multi-year services period and other provisions. Subject to all applicable legal and regulatory requirements, including the requirements of the Federal Communications Commission and the Communications Act of 1934 (as revised and amended), WorldCom will prepare and file any tariff revisions necessary to implement such mutually agreeable alternative proposal. This provision shall not apply to change resulting from a decision by Customer to: (i) reduce its overall use of telecommunications; or (ii) transfer portions of its traffic or projected growth to carriers other than WorldCom. The Customer must give WorldCom sixty (60) days' prior written notice of the conditions it believes will require the application of this provision. This provision does not constitute a waiver of any charges, including shortfall charges, incurred by the Customer prior to the time the parties mutually agree to amend or replace this Agreement.
Business Downturn. In the event Xxxxx establishes to vendor’s satisfaction that: a) Xxxxx is unable to meet the Annual Volume Commitment, notwithstanding Xxxxx’x best efforts to do so; and b) such failure results solely from a business downturn beyond the Xxxxx’x control, which materially and permanently reduces the size or scope of Xxxxx’x operations and the volume of Services required by Xxxxx xxxxxxxxx. By way of illustration and not by limitation, Business Downturn shall not include a change in Xxxxx’x usage of Services hereunder resulting from a decision by Xxxxx to reduce its overall use of services, to alter its architecture, or to transfer portions of its traffic or projected growth to other suppliers.
Business Downturn. In the event that a business downturn beyond Customer’s control significantly reduces the size or scope of Customer’s operations and the volume of Qwest Service (Agreement) services required by Customer, with the result that Customer will be unable to satisfy its Revenue Commitment requirement under this Agreement (notwithstanding Customer’s best efforts to avoid such a shortfall), Qwest and Customer will cooperate in efforts to develop a mutually agreeable alternative proposal (“Alternative Proposal”) whereby Customer’s newly negotiated Revenue Commitment under such Alternative Proposal is not less then [***] percent ([***]%) of the Revenue Commitment under this Agreement and that the parties will address the concerns of both parties and comply with all applicable legal and regulatory requirements and restrictions. By way of example and not limitation, such Alternative Proposal may include changes in discounts, credits, revenue and/or volume commitments, the Term, and other provisions; for example, the Term may be extended up to [***] months in proportion to the volume decrease attributable to the business downturn in order to satisfy the cumulative total of all unaccrued Revenue Commitments. The maximum term extension in any Alternate Proposal shall not exceed [***] months. Customer specifically acknowledges that any reduction in the Revenue Commitment will entail pricing based on Customer’s adjusted commitment. This provision shall not apply to a change resulting from a decision by Customer to: (a) reduce its overall use of telecommunications services; (b) alter its telecommunications network architecture; or (c) transfer portions of its telecommunications traffic or projected growth to carriers other than Qwest. This provision shall only apply during the first twelve months of the Term of this Agreement and may only be invoked one (1) time by Customer. Customer must give Qwest immediate written notice of the conditions it believes will require application of this provision. This provision does not constitute a waiver of any charges incurred by Customer prior to the time the parties mutually agree to amend or replace this Agreement. If, after negotiating in good faith, the parties do not mutually agree on an alternative proposal, all terms and conditions of this Agreement shall remain in full force and effect. Qwest will prepare and file any Service (Service Agreement) revisions, if necessary, to implement such amendment or new agreement, subject to all...
