Delta-III Termination Liability Mitigation Sample Clauses

Delta-III Termination Liability Mitigation. If any Delta-III Launch Service is terminated by I-COGC for convenience, then I-COGC shall be entitled to receive an equitable adjustment to the Termination Liability amount if any Hardware (for the purposes of this Paragraph, Hardware is defined as the affected Launch Vehicles) or any portion thereof) is subsequently utilized for Launch Services for any third party customer of the Delta-III Launch Service Provider. Upon the transfer or utilization of any Hardware (as defined in EXHIBIT C) for a Launch Service for such third party customer, the Parties and the Delta-III Launch Service Provider shall negotiate in good faith to determine the amount of the applicable equitable adjustment. Such applicable equitable adjustment shall account for, via exclusion, the Launch Service Provider's reasonable costs, including but not limited to inventory carrying fees, unrecoverable costs, reasonable re-programming costs, and the Launch Service Provider's profit which would have been earned had the Launch Service not been terminated, for each terminated Launch. Any equitable adjustment shall be payable by the Launch Service Provider within thirty (30) days of the later of i) the completion of good faith negotiations between the Parties; or ii) the sale of the eleventh Delta III Launch Service by the Launch Service Provider, to any party, excluding any Launch terminated herein. Hughxx xxxll forward to I-COGC any equitable adjustment value derived in accordance with this paragraph within five (5) Business Days of receipt of such amount from the Delta-III Launch Service Provider. ------------------------------------------------------------------------------- LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT I CONTRACT NO: ICOO/95-1003/YW TERMINATION LIABILITY CALCULATION -------------------------------------------------------------------------------
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Delta-III Termination Liability Mitigation. If any Delta-III Launch Service is terminated by ICOGC for convenience, then ICOGC shall be entitled to receive an equitable adjustment to the Termination Liability amount if any Hardware (for the purposes of this Paragraph, Hardware is defined as the affected Launch Vehicle(s) or any portion thereof) is subsequently utilized for Launch Services for any third party customer of the Delta-III Launch Service Provider. Upon the transfer or utilization of any Hardware (as defined in EXHIBIT C) for a Launch Service for such third party customer, the Parties and the Delta-III Launch Service Provider shall negotiate in good faith to determine the amount of the applicable equitable adjustment. Such applicable equitable adjustment shall account for, via exclusion, the Launch Service Provider's reasonable costs, including but not limited to inventory carrying fees, unrecoverable costs, reasonable re-programming costs, and the Launch Service Provider's profit which would have been same had a Launch Service not been terminated, for each terminated
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Related to Delta-III Termination Liability Mitigation

  • Termination Liability If any Pricing Agreement shall be terminated pursuant to Section 7 hereof, the Company shall not then be under any liability to any Underwriter with respect to the Designated Securities covered by such Pricing Agreement except as provided in Section 4(a)(viii) and Section 6 hereof; but, if for any other reason Designated Securities are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but the Company shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in Section 4(a)(viii) and Section 6 hereof.

  • Underutilization and Termination with Liability If Customer's Total Service Charges do not reach the AVC, in any contract year during the Initial Term; Customer shall pay an “Underutilization Charge” equal to 50% of the unmet AVC. If Customer’s Total Service Charges do not reach the AVC in any contract year because the Agreement is terminated early by Customer without Cause or by the Company with Cause, Customer shall pay an “Early Termination Charge” equal to 50% of the unmet AVC plus a pro rata portion of any credits received by Customer. Credits:

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity and up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of the ESC Region 8 and TIPS. Does vendor agree? Yes

  • Certification of Funds; Budget and Fiscal Provisions; Termination in the Event of Non-Appropriation This Agreement is subject to the budget and fiscal provisions of the City’s Charter. Charges will accrue only after prior written authorization certified by the Controller, and the amount of City’s obligation hereunder shall not at any time exceed the amount certified for the purpose and period stated in such advance authorization. This Agreement will terminate without penalty, liability or expense of any kind to City at the end of any fiscal year if funds are not appropriated for the next succeeding fiscal year. If funds are appropriated for a portion of the fiscal year, this Agreement will terminate, without penalty, liability or expense of any kind at the end of the term for which funds are appropriated. City has no obligation to make appropriations for this Agreement in lieu of appropriations for new or other agreements. City budget decisions are subject to the discretion of the Mayor and the Board of Supervisors. Contractor’s assumption of risk of possible non-appropriation is part of the consideration for this Agreement. THIS SECTION CONTROLS AGAINST ANY AND ALL OTHER PROVISIONS OF THIS AGREEMENT.

  • Termination with Liability If (a) the Customer terminates the agreement before the end of the Term for reasons other than for cause or (b) the Company terminates the agreement for cause, then the Customer will pay, within 30 days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to 25 percent of the unsatisfied MVR remaining during the year of termination, and for each subsequent annual period remaining in the Term, plus (iii) a pro rata portion of any and all credits received by the Customer.

  • Termination; General The Underwriter may terminate this Agreement by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriter, impracticable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Fund has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

  • Compensation in the Event of Termination In the event that the Executive’s employment hereunder terminates prior to the expiration of this Agreement for any reason provided in Section 5 hereof, the Company shall pay the Executive, compensation and provide the Executive and the Executive’s eligible dependents with benefits as follows:

  • Liability Upon Termination Termination of this Agreement, or any part hereof, for any cause shall not release either Party from any liability which at the time of termination had already accrued to the other Party or which thereafter accrues in any respect to any act or omission occurring prior to the termination or from an obligation which is expressly stated in this Agreement to survive termination.

  • Termination and Termination Benefits Notwithstanding the provisions of Section 3, the Executive's employment under this Agreement shall terminate under the following circumstances set forth in this Section 6.

  • Termination of 401(k) Plan If requested by Acquiror in writing at least five business days before the Closing Date, the Company shall terminate any and all 401(k) plans sponsored or maintained by the Company or any of its Subsidiaries, and prior to the Closing Date shall provide evidence to Acquiror of such termination pursuant to resolutions of its Board of Directors.

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