Reduction for Non-Acceptances Sample Clauses

Reduction for Non-Acceptances. The Maximum Settlement Amount was agreed upon by the parties based upon an assumed 100% acceptance of the Alternative Recovery Offers by all Eligible MasterCard Issuers. Accordingly, in the event the Opt-In Threshold Condition shall have been satisfied but one or more Eligible MasterCard Issuers shall not have validly accepted its or their Alternative Recovery Offer(s) (the “Non-Accepting Issuers”), the Maximum Settlement Amount shall be reduced by the “Aggregate Non-Accepted Offers Amount,” which shall be determined as follows: for each Non-Accepting Issuer, that Non-Accepting Issuer’s “Non-Accepted Offer Amount” shall be an amount equal to the sum of (x) the number of such Non-Accepting Issuer’s Reissued Accounts as shown in the Accounting Statement multiplied by $0.50, plus (y) the number of such Non-Accepting Issuer’s Specially Monitored Accounts as shown in the Accounting Statement multiplied by $0.125; the “Aggregate Non-Accepted Offers Amount” shall be the aggregate amount of the Non-Accepted Offer Amounts of all Non-Accepting Issuers up to but not exceeding a maximum aggregate amount of $400,000 for all such Non-Accepted Offer Amounts; and the “Adjusted Settlement Amount” shall be the amount obtained by subtracting the Aggregate Non-Accepted Offers Amount from the Maximum Settlement Amount.
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Reduction for Non-Acceptances. In the event that one or more of the Eligible MasterCard Issuers does not timely and validly accept its ARO (any such Eligible MasterCard Issuer that does not so accept its ARO is herein called a “Non-Accepting Issuer”), but the Opt-In Threshold Condition nonetheless is either met or waived as provided in Section 4.1, MasterCard will, within seventy-five (75) days from the date of MasterCard’s delivery of the Alternative Recovery Acceptance Report, determine the Non-Accepting Issuer Award for each Non-Accepting Issuer and provide HPS with written notice (as provided in Section 10.1) of each Non-Accepting Issuer Award (the “Non-Accepting Issuer Awards Report”), such notice to (i) identify each Non-Accepting Issuer by name and by the numerical identifier used for such issuer in the Accounting Statement; (ii) set forth the amount of each such issuer’s ARA and Non-Accepting Issuer Award; and (iii) calculate the Non-Accepting Issuer ARA Amount and the Non-Accepting Issuer Awards Amount. MasterCard’s provision of the Non-Accepting Issuer Awards Report shall constitute a representation and warranty by MasterCard as to the accuracy of the information contained therein. The Settlement Amount will thereupon be adjusted downward, as follows:
Sample 1
Reduction for Non-Acceptances. The maximum aggregate amounts of the Set 1, 2, 3, and 4 ADCR Recoveries, the Total ADCR Recovery Amounts, the Minimum Recovery Amounts, and the Alternative Recovery Amounts, as stated in Section 3.3.1, assume 100% acceptance of the Alternative Recovery Offer by the Eligible Visa Issuers. The only amounts actually payable by Fifth Third and indemnifiable by TJX under Sections 4 and 5 of this Settlement Agreement shall be the Alternative Recovery Amount of each Accepting Issuer. Accordingly, each of the aggregate maximum dollar amounts set forth in Section 3.3.1 shall be reduced, and the potential liability of Fifth Third and TJX under Sections 4 and 5 of this Settlement Agreement in respect of each of those maximum aggregate amounts shall correspondingly be reduced, dollar for dollar, by the aggregate dollar amounts that Eligible Visa Issuers that do not timely submit their respective Alternative Recovery Acceptances would have been entitled to receive under the Alternative Recovery Offer had they qualified hereunder to be Accepting Issuers.
Sample 1

Related to Reduction for Non-Acceptances

  • Time for Acceptance Unless the Optionee shall evidence his/her acceptance of this Option by execution of this Agreement within ten (10) days after its delivery to him/her, the Option and this Agreement shall be null and void.

  • Procedure for Acceptance If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space described in the First Refusal Notice, then within five (5) business days after delivery of the First Refusal Notice to Tenant (“Election Date”), Tenant shall deliver notice to Landlord of Tenant’s exercise of its right of first refusal with respect to the entire space described in the First Refusal Notice and on the First Refusal Economic Terms contained therein. Subject to the remaining provisions of this Section 1.4.2, if Tenant does not exercise its right of first refusal within the five (5) business day period (on all of the First Refusal Economic Terms), then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom Landlord desires on any terms Landlord desires and Tenant’s right of first refusal with respect to the space identified in the First Refusal notice shall thereupon automatically terminate; provided, however, that if Landlord intends to enter into a lease upon First Refusal Economic Terms which are, in the aggregate, materially more favorable to a prospective tenant than those First Refusal Economic Terms proposed by Landlord in the First Refusal Notice to Tenant, then Landlord shall first deliver written notice to Tenant (“Second Chance Notice”) providing Tenant with the opportunity to lease the First Refusal Space on such more favorable First Refusal Economic Terms. For purposes hereof, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-five percent (95%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. Tenant’s failure to elect to lease the First Refusal Space upon such more favorable First Refusal Economic Terms by written notice to Landlord within five (5) business days after Tenant’s receipt of such Second Chance Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space upon such more favorable First Refusal Economic Terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms not materially more favorable to the third (3rd) party than those set forth in the Second Chance Notice; provided, however, that for purposes of the Second Chance Notice, First Refusal Economic Terms shall be materially more favorable to a third party if such First Refusal Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) less than ninety-eight percent (98%) of the net effective rental rate for such First Refusal Space as those proposed by Landlord in the First Refusal Notice to Tenant. If Landlord does lease such First Refusal Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 1.4.2, Tenant shall have no further right to lease such First Refusal Space. If Landlord does not enter into a lease or leases all of the First Refusal Space identified by Landlord in such First Refusal Notice within three (3) months after the date Landlord first delivered such First Refusal Notice to Tenant, then Landlord shall submit to Tenant a new First Refusal Notice with respect to any such unleased First Refusal Space before Landlord may lease such space to another party, provided that no existing Superior Right holder wishes to lease such space in accordance with its Superior Rights in which event the foregoing procedures shall again apply following Tenant’s receipt of such new First Refusal Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at all, with respect to all of the space comprising the First Refusal Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof or object to any of the First Refusal Economic Terms.

  • Appointment of and Acceptance by NCPS Issuer and Broker hereby appoint NCPS to serve as Escrow Agent hereunder, and NCPS hereby accepts such appointment in accordance with the terms of this Escrow Agreement.

  • AUTOMATIC ACCEPTANCE LIMIT For any policy to be reinsured under automatic reinsurance, the face amount shall not exceed the Automatic Acceptance Limit as shown in Schedule A.

  • Order Acceptance All purchase orders are subject to acceptance by LipoMatrix at its Neuchatel office. LipoMatrix shall have no obligation or liability to Distributor with respect to purchase orders which are not accepted; however LipoMatrix shall not unreasonably reject any purchase order. LipoMatrix shall use reasonable efforts to deliver Products covered by accepted purchase orders at the times specified in the corresponding quotation or written acceptance of Distributor's purchase order. Any orders in the ordinary course of business, consistent with normal ordering practices, that are rejected by LipoMatrix shall be deducted from the purchase quota for such Ordering Year as set forth in Section III.B.1. Distributor's purchase orders hereunder shall be governed by the terms and conditions of this Agreement. Nothing contained in any purchase order shall in any way modify or add any terms or conditions of sale.

  • Discretionary Nature and Acceptance of Award By accepting this Award, you agree to be bound by the terms of this Agreement and acknowledge that:

  • Appointment of and Acceptance by Escrow Agent The Investor(s) and the Company hereby appoint Escrow Agent to serve as Escrow Agent hereunder. Escrow Agent hereby accepts such appointment and, upon receipt by wire transfer of the Escrow Funds in accordance with Section 3 below, agrees to hold, invest and disburse the Escrow Funds in accordance with this Agreement.

  • Product Acceptance (a) The Products delivered by Flextronics will be inspected and tested as required by Customer within **** of receipt at the “ship to” location on the applicable purchase order. If Products do not comply with the express limited warranty set forth in Section 6.2 below, Customer has the right to reject such Products during said period. Products not rejected during said period will be deemed accepted. Customer may return defective Products, freight collect, after obtaining a return material authorization number from Flextronics to be displayed on the shipping container and completing a failure report. Rejected Products will be promptly repaired or replaced, at Flextronics’s option, and returned freight pre-paid. Customer shall bear all of the risk, and all costs and expenses, associated with Products that have been returned to Flextronics for which there is no defect found, subject to Section 6.1(b).

  • Prompt Acceptance of Agreement The Restricted Share Unit grant evidenced by this Agreement shall, at the discretion of the Administrator, be forfeited if this Agreement is not manually executed and returned to the Company, or electronically executed by Awardee by indicating Awardee’s acceptance of this Agreement in accordance with the acceptance procedures set forth on the Company’s third-party equity plan administrator’s web site, within 90 days of the Grant Date.

  • Deemed Acceptance You are required to accept the terms and conditions set forth in this Agreement prior to the first vest date in order for you to receive the Award granted to you hereunder. If you wish to decline this Award, you must reject this Agreement prior to the first vest date. For your benefit, if you have not rejected the Agreement prior to the first vest date, you will be deemed to have automatically accepted this Award and all the terms and conditions set forth in this Agreement. Deemed acceptance will allow the shares to be released to you in a timely manner and once released, you waive any right to assert that you have not accepted the terms hereof.

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