Vitality Commitment Clause Samples

The Vitality Commitment clause establishes an obligation for one or both parties to maintain a certain level of activity, engagement, or operational health throughout the duration of an agreement. In practice, this may require a company to uphold minimum service standards, ensure ongoing product development, or maintain a specified level of customer engagement. The core function of this clause is to prevent stagnation or neglect, ensuring that the parties remain proactive and committed to the objectives of the contract.
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Vitality Commitment. If any Force Majeure Event shall occur, manufacturing and production volumes used in determining compliance with Section 7.25 shall be calculated on a pro forma basis to adjust for the effect thereof and be otherwise adjusted as the Lender may agree in its sole discretion. If, in order to comply with Section 7.25, pro forma adjustments are made to manufacturing and production volumes to give effect to any Force Majeure Event, the Borrower shall provide to the Lender a report for the applicable fiscal year describing the change in operating conditions as a result in such Force Majeure Event in reasonable detail, including historical and projected effects on the Borrower’s business, as the Lender may reasonably request. If, after giving effect to pro forma adjustments resulting from a Force Majeure Event, the Borrower fails to comply with Section 7.25 for any fiscal year, such failure shall not be an Event of Default unless the Borrower is unable to comply with Section 7.25 as of the end of the immediately succeeding fiscal quarter on a trailing twelve-month basis following such fiscal year.
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Vitality Commitment. (a) Consistent with the Business Plan that the Borrower developed and the assumptions made in said plan, and taking note of the production commitments provided to the Canadian Lender and/or the Governments of Canada and Ontario, the Borrower agrees to use its commercially reasonable best efforts to ensure that the volume of manufacturing conducted in the United States is consistent with at least 90% of the level envisioned in that Business Plan, absent a material adverse change in its business or operating environment which would make the commitment outlined herein non-economic. In the event that such a material adverse change occurs, the Borrower agrees to use its commercially reasonable best efforts to ensure that the volume of United States manufacturing is the minimum variance from the Business Plan that is consistent with good business judgment and the intent of the commitment. (b) The commitment set forth in Section 5.27(a) will remain in effect until the later of December 31, 2014 and the date on which all of its Loans from the Treasury have been repaid, provided that, in the event the Treasury has received total proceeds from debt repayments, preferred stock redemptions and common stock sales equal to the total dollar amount of all Treasury invested capital, then the commitments outlined herein shall no longer be in force.
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Vitality Commitment. Subject to Section 7.2(a), until the later of the fifth anniversary of the Closing Date and the repayment in full of all Loans, the Additional Note and the Zero Coupon Note and all other Obligations and the termination of the Commitments (the “Vitality Commitment Period”), the Borrower shall, for each fiscal year of the Borrower beginning with the fiscal year ended December 31, 2010, cause: (1) consistent with the Business Plan, at least 40% of the United States sales volumes of the Group Members for such year to be manufactured in the United States; or (2) the production volume of the Group Members’ United States manufacturing plants for such year to be equal to at least 90% of the production volume of the United States manufacturing plants of Sellers and their subsidiaries for the Sellers’ 2008 fiscal year.
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Vitality Commitment. (a) The Borrower and Chrysler Group LLC shall comply in all respects with the following terms and requirements: (i) Consistent with the Borrower’s Business Plan, (i) on each Measurement Date, the ratio of the Chrysler Group LLC and its Subsidiaries’ production volumes in Canada (the “Canadian Volume”) to the Chrysler Group LLC and its Subsidiaries’ production volumes in the NAFTA region (the “NAFTA Volume”) as a percentage (the “Production Ratio”) shall be at least 20% (the “Threshold Percentage”), determined over the Measurement Period ending on such Measurement Date and applying the Measurement Methodology to each of the Canadian Volume and the NAFTA Volume and (ii) the Production Ratio shall, on December 31 of each year while any Obligations under this Loan Agreement or any of the other Loan Documents are outstanding and have not been irrevocably and indefeasibly paid in full, be at least 17%, determined using the Canadian Volume and the NAFTA Volume for the calendar year ending on, and including, such December 31. (ii) Chrysler Group LLC will deliver notice no later than January 31 of each year while any Obligations under this Loan Agreement or any of the other Loan Documents are outstanding and have not been irrevocably and indefeasibly paid in full setting forth the calculation of the Production Ratio as of the Measurement Date for the relevant Measurement Period, if applicable, and for the preceding calendar year. (iii) If, with respect to any given Measurement Date, the Production Ratio is not equal to or greater than the Threshold Percentage, the Borrower and Chrysler Group LLC will have a period ending eighteen (18) months after such Measurement Date (or, if there has been Extraordinary Non-Canadian Growth during the relevant Measurement Period, ending three (3) years after such Measurement Date) (such ending date, the “Re-calculation Date”) to meet the Threshold Percentage, provided that the Production Ratio shall be calculated on the Re-calculation Date in the same manner as it was calculated on the Measurement Date but using the Re-measurement Period. If any calculation is made for this purpose with respect to a period that is not a full calendar year, such partial year period shall be treated as a calendar year beginning on January 1 of the year in which such partial year period begins and ending on the last day of such partial year period. (iv) If, on any Re-calculation Date on which the Production Ratio is recalculated pursuant to the foreg...
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Vitality Commitment. Chrysler shall, for each of its fiscal years through June 10, 2014, cause: (a) at least 40% of the United States sales volumes of Chrysler and its Subsidiaries for such year to be manufactured in the United States; or (b) the production volume of the United States manufacturing plants of Chrysler and its Subsidiaries for such fiscal year to equal at least 995,433 units.
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Vitality Commitment. (a) Taking note of the production commitments provided to the Canadian Lender and/or the Governments of Canada and Ontario, the Borrower agrees to use its commercially reasonable best efforts to ensure that the volume of manufacturing conducted in the United States is consistent with at least 90% of the Projected Manufacturing Level (as defined below), absent a material adverse change in its business or operating environment which would make the commitment outlined herein non-economic. In the event that such a material adverse change occurs, the Borrower agrees to use its commercially reasonable best efforts to ensure that the volume of United States manufacturing is the minimum variance from the Projected Manufacturing Level that is consistent with good business judgment and the intent of the commitment. (b) For the avoidance of doubt, the Borrower and the Lender acknowledge and agree that the “Projected Manufacturing Level” was envisioned to be (i) 1,801,000 units for 2010, (ii) 1,934,000 units for 2011, (iii) 1,998,000 units for 2012, (iv) 2,156,000 units for 2013, and (v) 2,260,000 units for 2014. (c) The commitment set forth in Section 5.27(a) will remain in effect until the later of December 31, 2014 and the date on which all of its Loans from the Treasury have been repaid, provided that, in the event the Treasury has received total proceeds from debt repayments, dividends, interest, preferred stock redemptions and common stock sales equal to the total dollar amount of all Treasury invested capital, then the commitments outlined herein shall no longer be in force.”
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Related to Vitality Commitment

  • STAFF COMMITMENT If this Settlement Agreement is accepted by the Hearing Panel, Staff will not initiate any proceeding under the By-laws of the MFDA against the Respondent in respect of the facts set out in Part IV and the contraventions described in Part V of this Settlement Agreement, subject to the provisions of Part IX below. Nothing in this Settlement Agreement precludes Staff from investigating or initiating proceedings in respect of any facts and contraventions that are not set out in Parts IV and V of this Settlement Agreement or in respect of conduct that occurred outside the specified date ranges of the facts and contraventions set out in Parts IV and V, whether known or unknown at the time of settlement. Furthermore, nothing in this Settlement Agreement shall relieve the Respondent from fulfilling any continuing regulatory obligations.

  • Equity Commitment (a) This letter agreement confirms the commitment of each Sponsor, severally and not jointly, subject to the terms and conditions set forth herein, simultaneous with the closing of the Merger (the “Closing”), to purchase, or to cause the purchase of, at or immediately prior to the Effective Time, equity interests of Parent (or one or more affiliates of Parent organized to consummate the Merger) at a purchase price equal to the Per Share Merger Consideration and to pay, or cause to be paid, to Parent in immediately available funds at or prior to the Closing an aggregate cash purchase price for such purchase equal to the amount set forth opposite such Sponsor’s name on Schedule A hereto (such amount with respect to each Sponsor, subject to adjustment pursuant to Section 1(b) below, is referred to as such Sponsor’s “Equity Commitment”), which will be used by Parent solely for the purpose of funding the aggregate Merger consideration required to be paid by Parent to consummate the Merger, and all other amounts constituting the Exchange Fund pursuant to, and in accordance with, the Merger Agreement, together with related fees and expenses; provided that (i) no Sponsor shall, under any circumstances, be obligated to contribute more than its Equity Commitment to Parent, and the Sponsors, collectively, shall not, under any circumstances, be obligated to contribute more than US$79,500,000 (the “Aggregate Commitment”) to Parent; and (ii) the liability of each Sponsor hereunder shall not exceed its Equity Commitment, and the liability of the Sponsors, collectively, shall not exceed the Aggregate Commitment. (b) Each Sponsor may effect the funding of its Equity Commitment directly or indirectly through one or more Affiliates of such Sponsor or any other investment fund advised, managed and/or appointed by an Affiliate of such Sponsor or any other private equity fund who is a limited partner of such Sponsor or of an Affiliate of such Sponsor. No Sponsor will be under any obligation under any circumstances to contribute more than the amount of its Equity Commitment to Parent, Merger Sub or any other Person. In the event Parent does not require an amount equal to the Aggregate Commitment in order to consummate the Merger, the amount of each Sponsor’s Equity Commitment to be funded under this letter agreement shall be reduced by Parent on a pro rata basis, to the level sufficient for, in combination with any other financing arrangements that may be contemplated by the Merger Agreement, Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement and pay all related fees and expenses incurred or required to be paid by Parent or Merger Sub under the Merger Agreement.

  • The Letter of Credit Commitment (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Company or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the provisos to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) The L/C Issuer shall not issue any Letter of Credit, if: (A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Revolving Credit Lenders have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date. (iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it; (B) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $500,000; (D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (E) the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (F) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (G) a default of any Revolving Credit Lender’s obligations to fund under Section 2.03(c) exists or any Revolving Credit Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion. (iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. (v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (vi) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

  • Revolving Committed Amount If at any time after the Closing Date, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall exceed the Revolving Committed Amount, the Borrower shall immediately prepay the Revolving Loans and Swingline Loans and (after all Revolving Loans and Swingline Loans have been repaid) Cash Collateralize the LOC Obligations in an amount sufficient to eliminate such excess (such prepayment to be applied as set forth in clause (vii) below).

  • Total Commitment The sum of the Commitments of the Banks, as in effect from time to time.