Business Downturn definition

Business Downturn means an unplanned, material reduction in Customer’s revenues and business operations beyond Customer’s control, which materially and permanently reduces the size and scope of Customer’s business operations and the volume of Cohere Service(s) being used by Customer. By way of illustration and not by limitation, Business Downturn shall not include a change in Cus- tomer’s usage of any Cohere services resulting from a decision by Customer to reduce its overall use of telecommunications services, to alter or optimize its telecommunications network architecture, or to utilize services being provided by another vendor in lieu of Co- here’s services.
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Business Downturn means that Customer establishes to Company’s satisfaction that (a) Customer is unable to meet the TVC, notwithstanding Customer’s best efforts to do so, and (b) such failure results directly from a business downturn beyond Customer’s control, which materially and permanently reduces the size or scope of Customer’s operations and the volume of Services required by Customer hereunder. By way of illustration and not by limitation, Business Downturn shall not include a change in Customer’s usage of Services hereunder resulting from a decision by Customer to reduce its overall use of telecommunications services, to alter its telecommunications traffic or projected growth to carriers other than Company. To exercise its rights under this Section, Customer must (i) give Company prompt written notice of the conditions which Customer believes give rise to the application of this Section; (ii) provide copies of documentation and data demonstrating the resulting decrease in usage of Services hereunder; and (iii) in the case of a Business Divestiture, promptly provide Company in writing, documentation reasonably satisfactory to Company which establishes that a Business Divesture has occurred. This Section may not be exercised during the first Contract Year of the Term, and thereafter may only be used one (1) time during the Term. Any change to the Agreement resulting from application of this Section will require an amendment. OPTION NO. 55926005, Amendment 1 Term: 48 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates this Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). During the Extended Term, either party may terminate this Agreement upon at least sixty (60) days prior written notice. Minimum Annual Volume Commitment (“AVC”): $90,000.00 in Total Service Charges
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Business Downturn means a decrease in the Buyer’s or Customer’s purchases of Services and Deliverables in a single Contract Year from the previous year due to general business conditions, and not due to the self provision of such Services or Deliverables or the selection of another supplier to fulfill the requirements expressed herein.
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Examples of Business Downturn in a sentence

  • Subject to the re- quirements of Section 3(b)(ii) below, if Customer experiences a Busi- ness Divestiture or Business Downturn (as defined below), Cohere will negotiate in good faith with Customer to reduce the monthly re- curring charges obligation that will apply after the occurrence of the Business Divestiture or Business Downturn.

  • By way of illustration and not by limitation, Business Downturn shall not include a change in Cus- tomer’s usage of any Cohere services resulting from a decision by Customer to reduce its overall use of telecommunications services, to alter or optimize its telecommunications network architecture, or to utilize services being provided by another vendor in lieu of Co- here’s services.

  • By way of illustration and not by limitation, Business Downturn shall not include a change in Xxxxx’x usage of Services hereunder resulting from a decision by Xxxxx to reduce its overall use of services, to alter its architecture, or to transfer portions of its traffic or projected growth to other suppliers.

  • Pursuant to a Business Downturn clause included in the Customer’s Agreement, Customer is granted a one-time waiver of an underutilization charge, equal to $37,250.00, due to a shortfall in meeting the AVC commitment for the 2nd Contract Year.

  • By way of illustration and not by limitation, Business Downturn shall not include a change in Kelly’s usage of Services hereunder resulting from a decision by Xxxxx to reduce its overall use of services, to alter its architecture, or to transfer portions of its traffic or projected growth to other suppliers.


More Definitions of Business Downturn

Business Downturn has the meaning set forth in Section 4.3.
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Business Downturn is defined as Customer's closing of a site or elimination of IP Products and Services at a site (i.e., IP products and services will not be provided at such site by Sprint or any other carrier).
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Business Downturn means an unplanned, measurable change in business conditions affecting Xxxxx’x business that is outside of Xxxxx’x control and that materially and negatively affects Xxxxx’x need for the level of Services provided hereunder such that Xxxxx’x requirement for such Services is reduced to a level below seventy-five percent (75%) of the Minimum Monthly Commitment. In the event of a Business Downturn, after the second year of this Agreement, and not due to a replacement of any portion of the Services with the services or products of another provider, Xxxxx and SAVVIS shall negotiate in good faith appropriate and commercially reasonable changes to this Agreement, which may include adjustments to price, term, commitment, or a combination thereof. The parties shall continue performance under this Agreement while they are negotiating and no changes to this Agreement will be binding unless and until they are set forth in an amendment hereto entered into pursuant to Section 37.11. The terms of this Section 7.1 shall apply with respect to reductions in Services in excess of, and shall not limit or modify, Xxxxx’x rights with regard to any reductions in Services pursuant to Section 3.4.
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Related to Business Downturn

  • Commercial cannabis activity means the production, cultivation,

  • economic activity means putting goods or services on a market. It is not necessary to make a profit to be engaged in economic activity: if others in the market offer the same good or service, it is an economic activity.

  • Crisis means a situation in which a student engages in a behavior that threatens the health and safety of the student or others and includes without limitation a situation in which the student becomes aggressive or violent at school and is unable to regain self-control without posing a danger of injury to himself or herself or others.

  • Program change means any elimination, curtailment or reorganization of a curriculum offering, program or school operation or a reorganization or closing of a school or consolidation of two or more individual schools or school districts that is unrelated to financial exigency.

  • Business Critical means any function identified in any Statement of Work as Business Critical.

  • High Risk Activities means activities where the use or failure of the Services would reasonably be expected to result in death, serious personal injury, or severe environmental or property damage (such as the creation or operation of weaponry).

  • Business Travel Policy means our business travel policy. A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B.

  • Business Transaction means any initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses involving the Company.

  • Significant business transaction means any business transaction or series of transactions that, during any one fiscal year, exceeds the lesser of $25,000 or 5 percent of the total operating expense of a provider.

  • Co-curricular activity means an activity, course, or program that:

  • Economic activities shall in principle include activities of an industrial, commercial and professional character and activities of craftsmen;

  • Curricular activity means an activity, course, or program that is:

  • Expected week of childbirth means the week, starting on a Sunday, during which the mother's doctor or midwife expects her to give birth.

  • Economic abuse means any behaviour that has a substantial adverse effect on B’s ability to—

  • Planned development means a real property development other than a community apartment project, a condominium project, or a stock cooperative, having either or both of the following features:

  • Business Centre means each of the places so specified in the relevant Pricing Supplement.

  • Private Business Use means use (directly or indirectly) in a trade or business or activity carried on by any Private Person (other than a Tax-Exempt Organization) other than use as a member of, and on the same basis as, the general public.

  • Major life activities means functions such as caring for one's self, performing manual tasks, walking, seeing, hearing, speaking, breathing, learning and working.

  • commercial fishing means to take, harvest, hold, transport, or off-load marine species for sale or intended sale (R.I. Gen. Laws § 20-1-3).

  • Event Outside Our Control means any act or event beyond WRAS’s reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks [or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

  • Business operations means engaging in commerce in any form, including by acquiring, developing, maintaining, owning, selling, possessing, leasing, or operating equipment, facilities, personnel, products, services, personal property, real property, or any other apparatus of business or commerce.

  • Active business operations means all business operations that are not inactive business operations.

  • Extracurricular activity means any optional, noncredit, educational or

  • Indirect Political Event shall have the meaning set forth in Clause 21.3;

  • Business Continuity and Disaster Recovery Plan means the Schedule containing plans and provisions for business continuity and disaster recovery.

  • Business Case means the written reasoning behind the initiation of a Procurement Project, prepared in the form set out in Part 1 of the Procurement Project Plan at Appendix A of the Procurement Project Planning Protocol.