Lowest Price Commitment; Special Offers Sample Clauses

Lowest Price Commitment; Special Offers. Preview shall ensure that --------------------------------------- the prices for Products offered to AOL Users through the Online Area (a) do not exceed prices for substantially similar Products offered by or on behalf of Preview through any other Interactive Site and (b) are competitive in all material respects with prices for substantially similar Products offered by other travel services in any other online or offline medium. In addition, Preview shall, on a reasonably periodic basis, promote (a) any special or promotional offers made available by or on behalf of Preview on any other Interactive Site or through any Additional Preview Channel and (b) in addition, a reasonable number (at least [*] per Contract Year, with best efforts to make each of the [*] offers an airline offer and to create additional offers in each Contract Year) of special exclusive offers for AOL Users through the Online Area (e.g., discounted fares, free upgrades (collectively, the "Special Offers"). Preview shall provide AOL with reasonable prior notice of Special Offers so that AOL can market the availability of such Special Offers in the manner AOL deems appropriate in its editorial discretion. In addition, on an annual basis, Preview will offer a mutually agreeable number of Special Offers as part of the AOL Member Benefits program, which offers shall be available exclusively to AOL Members. Preview and AOL will regularly work together to create other effective and mutually agreeable promotions for AOL Users.
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Lowest Price Commitment; Special Offers. ICP shall ensure that the prices for Products offered to AOL Members through the ICP Internet Site and ICP Programming do not exceed prices for substantially similar Products offered by or on behalf of ICP through any other ICP Interactive Site, and all products and services offered on any ICP Interactive Site shall be made available to AOL Members as Products hereunder, where technically feasible; provided, however, that the foregoing commitments are subject to the limitations imposed by ICP's suppliers (it being agreed that the ICP Supplier Limitation Standard shall be satisfied). In addition, ICP shall, at all times, promote through the ICP Internet Site and ICP Programming at least one exclusive special offer to AOL Members (the "Special Offers"). The Special Offers made available by ICP to AOL Members shall provide a meaningful member benefit to AOL Members, such as discounted fares, free upgrades or other price discounts, product enhancements, unique service benefits or other special features. ICP shall provide AOL with reasonable prior notice of Special Offers so that AOL can market the availability of such Special Offers in the manner AOL deems appropriate in its editorial discretion. ICP and AOL will regularly work together to create other effective and mutually agreeable promotions for AOL Members. AOL may negotiate special and promotional offers to be made to AOL Members by third parties (other than ICP Competitors) and ICP shall use commercially reasonable best efforts to implement and integrate into the ICP Internet Site and ICP Programming any special or promotional offers made by such third parties to AOL Members, including by using commercially reasonable best efforts to permit such third party offers to be booked through the Res System, to the extent applicable and provided that ICP receives a commission for such services at its standard percentage rates based on the actual price charged for such offer. At AOL's reasonable request, the reservations main pages within the ICP Internet Site and ICP Programming shall incorporate a "bargains" or "specials" link that links to an area promoting all special and promotional offers within the Service by ICP, AOL and/or such third parties.
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Related to Lowest Price Commitment; Special Offers

  • Price Adjustments for OGS Centralized Contracts Periodic price adjustments will occur no more than twice per year on a schedule to be established solely by OGS. Pricing offered shall be fixed for the first twelve (12) months of the Contract term. Such price increases will only apply to the OGS Centralized Contracts and shall not be applied retroactively to Authorized User Agreements or any Mini-bids already submitted to an Authorized User. Price Decreases Price decreases may be made at any time. Additionally, some price decreases shall be calculated in accordance with Appendix B, section 17, Pricing.

  • Post-Closing Purchase Price Adjustment (a) As soon as practicable, but no later than forty-five (45) calendar days after the Closing Date, Buyer shall cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis.

  • Conversion Price Adjustments The conversion price shall be subject to adjustment (without duplication) from time to time as follows:

  • Price Adjustments 17.1 Prices for Goods/Services supplied in terms of this Agreement shall be subject to review as indicated in the Schedule of Requirements/Works Order annexed hereto.

  • RESERVE PRICE AND BIDDING AT AUCTION CONDITIONS OF SALE

  • Purchase Price Adjustments (a) As promptly as practicable (but not later than ninety (90) days) following the Closing Date, Buyer shall deliver to Parent a certificate setting forth in reasonable detail (A) Buyer’s calculation of (1) Closing Date Working Capital (the “Preliminary Working Capital Determination”), (2) Closing Date Cash (the “Preliminary Cash Determination”), (3) Closing Date Debt (the “Preliminary Debt Determination”) and (4) Closing Date Transaction Expenses (the “Preliminary Transaction Expenses Determination”), and (B) based on such calculations, a calculation of the Purchase Price (the “Preliminary Purchase Price Determination” and, together with the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Debt Determination and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”), all in accordance with the Accounting Principles; provided, however, that until such time as the calculation of the amounts shown on the Closing Date Working Capital, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and Purchase Price determinations are final and binding on the parties pursuant to this Section 2.5, Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time the Preliminary Closing Statement and Parent and its accountants shall be provided copies of, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), the work papers and supporting records of Buyer and its accountants used in connection with the preparation of the Preliminary Closing Statement.

  • SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS (A) Requirements Relating to Additional Loans From time to time during the Supplemental Purchase Period, SLM ECFC may, but shall not be obligated to, sell Eligible Loans to Funding, and Funding may (but only to the extent that the Eligible Loans are contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Sale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from SLM ECFC at the related Additional Loans Purchase Price set forth in the related Additional Purchase Agreement. In addition, at any time, SLM ECFC may transfer Substituted Loans to Funding in satisfaction of any Loan repurchase obligations hereunder. The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Purchase Agreement shall be consummated as set forth in this Section 3.2.

  • Price Adjustment Civil works contracts of long duration (more than 18 months) shall contain an appropriate price adjustment clause.

  • Adjustment of Warrant Price and Warrant Share Number The number of shares of Common Stock for which this Warrant is exercisable, and the price at which such shares may be purchased upon exercise of this Warrant, shall be subject to adjustment from time to time as set forth in this Section 4. The Issuer shall give the Holder notice of any event described below which requires an adjustment pursuant to this Section 4 in accordance with Section 5.

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5. ARTICLE VII

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