Unutilized Capacity definition
Examples of Unutilized Capacity in a sentence
Within 120 days following the Closing Date, Buyer shall provide to the Sellers a statement setting forth Buyer’s calculation of the Unutilized Capacity under the Satellite Agreements, as of the Closing Date (the “Draft Final Unutilized Capacity Statement”).
The Unutilized Capacity Closing Statement shall be in the form attached as Exhibit D, signed by the Chief Executive Office and the Chief Financial Officer, and accompanied by reasonable supporting documentation.
The Accounting Firm shall make a determination only as to the Unresolved Capacity Objections and shall not decide any specific items not under dispute and its determination as to the Unresolved Capacity Objections shall be within the range of values assigned to each such disputed item in the Draft Final Unutilized Capacity Statement and the Capacity Objection Notice, respectively.
The Capacity Escrow Agreement shall be entered into on the Closing Date by and among Buyer, the Sellers and the Escrow Agent, and the Capacity Escrow Amount shall provide Buyer with recourse against the direct cost with respect to any Unutilized Capacity set forth in the Final Unutilized Capacity Statement (as defined below), which was not under a binding commitment during the 12 month period following the Closing Date (or any portion thereof).
The minimum Net Working Capital of Parent and its Subsidiaries, on a Consolidated basis, shall at all times equal or be greater than the greater of (i) the sum of (x) 75% of Adjusted Unutilized Capacity plus (y) the lesser of (A) 20% of the aggregate Commitments in effect at such time and (B) 20% of the Elected Working Capital Line Cap in effect at such time and (ii) $10,000,000.
Sellers shall have the right (but not the obligation) to offer the Company potential transactions with respect to new commitments for any Unutilized Capacity, and Company shall have the sole discretion to either approve or disapprove such transactions, provided that such approval which shall not be unreasonably withheld.
In addition, during the 12 month period following the Closing Date and subject to applicable law, Buyer will use reasonable efforts to inform Eurocom by e-mail, within three (3) Business Days following the execution of any new binding commitment for the Unutilized Capacity.
Buyer and the Sellers agree that the procedure set forth in this Section 2.5(b) for resolving disputes with respect to the Draft Final Unutilized Capacity Statement shall be the sole and exclusive method for resolving such disputes and the Final Unutilized Capacity Statement will be final, conclusive and binding on the parties; provided, that this provision shall not prohibit either Buyer or the Sellers from instituting litigation to enforce the ruling of the Accounting Firm.
Section 3.27(4) of the Disclosure Schedule lists in detail the utilized capacity and the Unutilized Capacity under each of the ▇▇▇▇ Satellite Agreement and AsiaSat Capacity Agremeent to which the Company is a party, as of the date of the Agreement.
The Sellers shall deliver, on or prior to the date that is ten (10) Business Days after its receipt of the Draft Final Unutilized Capacity Statement (the “Capacity Objection Deadline Date”), a written notice indicating that either the Sellers accept the Draft Final Unutilized Capacity Statement (the “Capacity Acceptance Notice”) or a detailed statement describing all objections to the Draft Final Unutilized Capacity Statement (the “Capacity Objection Notice”).