DELIVERY, RELEASES SCHEDULING AND ALLOCATION Sample Clauses

DELIVERY, RELEASES SCHEDULING AND ALLOCATION. The management of existing accepted Releases for the *** will, to the extent commercially reasonable, occur in accordance with the following Table 1. The parties agree that any charges incurred from any upside order Intel places pursuant to the following Table 1 in this Section 6 for upside orders of the *** will be invoiced and paid in accordance with this Exhibit B. TABLE 1 ----------------- --------- Days prior to Upside delivery ----------------- --------- *** *** ----------------- --------- *** *** ----------------- --------- *** *** ----------------- --------- The management of existing accepted Releases for an *** device will, to the extent commercially reasonable, occur in accordance with the following Table 2. The parties agree *** of any and all expediting charges *** incurs in connection with *** pursuant to the following Table 2 in this Section 6 for upside orders of any *** device; otherwise, the parties agree that any charges incurred in this Section 6 will be invoiced and paid in accordance with this Exhibit B. TABLE 2 ----------------- --------- Days prior to Upside delivery ----------------- --------- *** *** ----------------- --------- *** *** ----------------- --------- *** *** ----------------- --------- *** *** ----------------- --------- *** *** ----------------- --------- ------------- *** The confidential portions of this agreement omitted pursuant to a confidential treatment request filed separately with the Securities and Exchange Commission and are indicated by the symbol "***".
Sample 1
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DELIVERY, RELEASES SCHEDULING AND ALLOCATION. The management of existing accepted Releases for the * * * * * will, to the extent commercially reasonable, occur in accordance with the following table 1: TABLE 1 Days prior to delivery Upside ----------- --------- <* * * * * * * * * *% * * * * * * * * * *% * * * * *+ * * * * *% The parties agree that any charges incurred in this Section 6 will be invoiced and paid in accordance with this Exhibit B.
Sample 1
DELIVERY, RELEASES SCHEDULING AND ALLOCATION. The management of existing accepted Releases for the stand-alone Marvell Gb Phy will, to the extent commercially reasonable, occur in accordance with the following table 1: TABLE 1 Days prior to Upside delivery <30 ***** % 30 - 89 ***** % 90+ ***** % The parties agree that any charges incurred in this Section 6 will be invoiced and paid in accordance with this Exhibit B.
Sample 1

Related to DELIVERY, RELEASES SCHEDULING AND ALLOCATION

  • Additional Allocation Provisions Notwithstanding the foregoing provisions of this Article 6:

  • Tax Representation Letters (a) The Company Parties shall (i) use their reasonable best efforts to obtain or cause to be provided, as appropriate, the opinions of counsel referred to in Section 8.2(c) and Section 8.3(e), (ii) deliver to Xxxxxxxx Xxxxx LLP, counsel to the Company, and Xxxxxx & Xxxxxxx LLP, counsel to Parent, or other counsel described in Section 8.2(c) and Section 8.3(d), respectively, a tax representation letter, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4) and signed by an officer of the Company Parties, containing customary representations of the Company Parties as shall be reasonably necessary or appropriate to enable Xxxxxxxx Xxxxx LLP and Xxxxxx & Xxxxxxx LLP (or such other counsel described in Section 8.2(c) and Section 8.3(d)) to render the opinions described in Section 8.2(c) and Section 8.3(d), respectively, on the date of the Company Merger Effective Time (and, if required, on the effective date of the Form S-4) and (iii) deliver to Xxxxxx & Xxxxxxx LLP, counsel to Parent, and Xxxxx Lovells US LLP, counsel to the Company, or other counsel described in Section 8.2(e) and Section 8.3(e), respectively, tax representation letters, dated as of the effective date of the Form S-4 and the date of the Company Merger Effective Time, respectively, and signed by an officer of the Company Parties, containing customary representations of the Company Parties as shall be reasonably necessary or appropriate to enable Xxxxxx & Xxxxxxx LLP, or other counsel described in Section 8.2(e), to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective Time, respectively, as described in Section 8.2(e), and Xxxxx Lovells US LLP, or other counsel described in Section 8.3(e), to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective Time, respectively, as described in Section 8.3(e).

  • Other Allocation Provisions Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. Sections 5.03, 5.04 and 5.05 may be amended at any time by the General Partner if necessary, in the opinion of tax counsel to the Partnership, to comply with such regulations or any applicable Law, so long as any such amendment does not materially change the relative economic interests of the Partners.

  • Allocation Schedule No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to HighCape an allocation schedule (the “Allocation Schedule”) setting forth (a) the number and class of shares of Company Stock held by each Company Stockholder, (b) the number of shares of Company Stock subject to each Company Option and Company RSU held by each holder thereof, as well as whether each such Company Option will be a Vested Company Option or an Unvested Company Option as of immediately prior to the Effective Time and the exercise price thereof, (c) the number of shares of HighCape Class A Common Stock, New HighCape Class B Common Stock and Rollover Awards to be allocated to each holder at the Effective Time, (d) Company Cash, (e) Company Indebtedness, (f) the Aggregate Exercise Price, (g) the number of Deemed Acquired Shares, (h) the number of Net Vested Options, (i) the Per Share Merger Consideration Value, (j) the Per Share Calculation Value and (k) a certification, duly executed by an authorized officer of the Company, that (i) the information delivered pursuant to clauses (a) and (b) is, and will be as of immediately prior to the Effective Time, true and correct in all respects and in accordance with the last sentence of this Section 2.3, (ii) the information delivered pursuant to clauses (c) through (j) is, and will be as of immediately prior to the Effective Time based on the good faith estimate of the Company based on its books and records and (iii) the Company has performed, or otherwise complied with, as applicable, its covenants and agreements set forth in Section 2.4(b). The Company will review any comments to the Allocation Schedule provided by HighCape or any of its Representatives and consider in good faith any reasonable comments proposed by HighCape or any of its Representatives. Notwithstanding the foregoing or anything to the contrary herein, (A) the aggregate number of HighCape Common Stock that each Company Stockholder will have a right to receive pursuant to Section 2.1(b)(viii) will be rounded down to the nearest whole share and (B) in no event shall the Allocation Schedule (or the calculations or determinations therein) breach, as applicable, any applicable Law, the Governing Documents of the Company, the Company Stockholders Agreements, the Company Equity Plan or any other Contract to which the Company is a party or bound (taking into account, for the avoidance of doubt, any actions taken by the Company pursuant to Section 2.4(b).

  • Collections and Allocations (a) The Borrower or the Servicer on behalf of the Borrower shall promptly (but in no event later than two (2) Business Days after the receipt thereof) identify any Collections received by it as being on account of Interest Collections or Principal Collections and deposit all such Interest Collections or Principal Collections received directly by it into the Collection Account. The Servicer on behalf of the Borrower shall make such deposits or payments on the date indicated by wire transfer, in immediately available funds.

  • Effective Date and Allocations If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date.

  • Scope of Representation The scope of representation shall be limited to matters relating to wages, hours of employment and other terms and conditions of employment as defined in Government Code Section 3543.2. Nothing herein may be construed to limit the right of the District to consult with CSEA on any matter outside of the scope of representation.

  • Closing Deliveries (a) At the Closing, the Company shall deliver or cause to be delivered to each Purchaser the following:

  • Closing Deliverables (a) At the Closing, Seller shall deliver to Buyer the following:

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

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