INSUFFICIENT SPEED Sample Clauses

INSUFFICIENT SPEED. (a) The CONTRACT PRICE of the VESSEL shall not be affected or changed, if the actual speed, as determined by trial runs more fully described in Article VI hereof, is less than the speed required under the terms of this CONTRACT and the SPECIFICATIONS provided such deficiency in actual speed is not more than three tenths (3/10) of a knot below the guaranteed speed.
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INSUFFICIENT SPEED. (a) The Original Contract Price of the VESSEL shall not be affected nor changed by reason of the actual speed (as determined by the Trial Run after correction according to the Specifications) being less than three tenths (3/10) of one knot below the Guaranteed Speed at xxxxxxxxx draft as specified in Paragraph 4 of ARTICLE I of this Contract.
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INSUFFICIENT SPEED. (a) The Contract Price shall not be affected or changed by reason of the trial speed, as determined in accordance with the Specifications, being less than the Guaranteed Speed, if such deficiency is not more than three-tenths (3/10) of a knot.
Sample 1Sample 2
INSUFFICIENT SPEED. The Contract Price of the Vessel shall not be affected or changed if the speed of the Vessel on trials, as determined in accordance with the Specifications, is less than the guaranteed speed of the Vessel, provided such deficiency is not more than one-fifth (1/5) of one (I) knot below the guaranteed speed. In the event, however, that the deficiency in the speed exceeds one-fifth (1/5) of one (I) knot below the guaranteed speed, the Contract Price shall be reduced, as liquidated damages, by ****** for such deficiency of each 0.1 knots (any fractions to be pro-rated but disregarding fractions of one­-hundredth (11100) of one (I) knot). If the deficiency of the Vessel's speed on trials exceeds one (1) full knot below the guaranteed speed, the Buyer at its option may accept the Vessel at a reduction in the Contract Price as above specified for an insufficient speed of one (1) full knot, that is at a total reduction of ******, or, subject to the provisions of Paragraph 4) of Article VII, may reject the Vessel and rescind this {N1783113.1.2} Contract, in which case the provisions in Paragraph 1) of this Article regarding the Buyer's rescission of the Contract shall be applied.
Sample 1
INSUFFICIENT SPEED. Liquidated Damages shall be payable by the Builder to the Buyer if the speed of each of the Vessels on trials, as determined in accordance with the Specifications, is less than the guaranteed speed of the Vessel, provided no liquidated damage shall be deducted if such deficiency is upto 0.5 Knots below the Guaranteed Speed. If the deficiency in speed of any of the Vessels exceeds 0.5 Knots of the Guaranteed Speed, Liquidated Damage in respect of that Vessel shall be calculated at 0.25% of the contract price for the Deficiency of each 0.1 Knot upto the reduced speed of 1 knot, beyond which the Builder has to rectify the same at his own cost failing which the Buyer will be free to terminate the Contract, or penalize the Builder as may be decided by the Buyer.
Sample 1
INSUFFICIENT SPEED. (a) The Contract Price of the VESSEL shall not be affected nor changed by reason of the actual speed (as determined by the Trial Run after correction according to the Specifications) being less than three tenths (3/10) of one knot below the guaranteed speed as specified in Paragraph 4 of Article I of this Contract. Shipbuilding Contract Hull No.H1596 (b) However, commencing with and including a deficiency of three tenths (3/10) of one knot in actual speed (as determined by the Trial Run after correction according to the Specifications) below the guaranteed speed as specified in Paragraph 4, Article I of this Contract, the Contract Price shall be reduced as follows: In case of deficiency at or above 0.30 but below 0.40 knot US$ 50,000.00 at or above 0.40 but below 0.50 knot US$ 100,000.00 at or above 0.50 but below 0.60 knot US$ 150,000.00 at or above 0.60 but below 0.70 knot US$ 200,000.00 at or above 0.70 but below 0.80 knot US$ 250,000.00 at or above 0.80 but below 0.90 knot US$ 300,000.00 at or above 0.90 but below 1.00 knot US$ 350,000.00
Sample 1
INSUFFICIENT SPEED. If the Vessel on sea trials at her design draft and even keel and under the sea and weather conditions as stipulated in this Contract and Specification does not attain a speed of 24 knots at 87% of maximum continuous output of the electric propulsion motor shafts, then, as sole compensation, the Contract Price shall be reduced according to the following: For the first [*] of a knot [*] For each further complete [*] of a [*] of the Contract Price, knot up to [*] of a knot For each further complete [*] of a [*] of the Contract Price knot However, if the Vessel shall not achieve a speed of [*] knots, then the Buyer may, at its option, as an alternative to receiving the above mentioned liquidated damages by way of Contract Price reduction, rescind this Contract.
Sample 1
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INSUFFICIENT SPEED. (i) The Vessel has been designed for a speed over ground of __ knots in the design draft condition in calm seas and winds. The design draft condition is a draft of 12'0" as defined in Group 0 of the Specifications. Shipyard's engineering subcontractor, Guidx Xxxxx & Associates, Inc., shall verify the effective horsepower "EHP" requirements of the hull through a model testing program. The model testing program will be performed as soon as reasonably possible after Contract execution in order to predict the speed of the Vessels based upon the design set forth in the Guidance Drawings and Specifications. Owner may participate in the model testing program if so desired and the results of the model testing program will be reported to Owner. Any hull form modifications necessary to enhance flow and reduce EHP shall be reviewed and approved by Owner. Shipyard is responsible to construct the hull meeting the tested EHP requirements.
Sample 1
INSUFFICIENT SPEED. The Purchase Price shall not be reduced by reason of the trial speed, as determined by the trial run, being not more than three-tenths (3/10ths) of one (1) knot below the guaranteed speed of the Vessel of 16.25 knots at normal output of main engine in the condition as specified in the Specifications (the “Guaranteed Speed”). However, in the event that the deficiency in trial speed of the Vessel is by more than three-tenths (3/10ths) of one (1) knot below the Guaranteed Speed, the Sellers shall pay to the Buyers as liquidated damages, by means of a corresponding reduction of the Purchase Price, the sum of Sixty Five Thousand Dollars ($65,000.-) for each one-tenth (1/10th) of a knot deficiency over and above the deficiency of three-tenths (3/10ths) of one (1) knot, by which the trial speed of the Vessel falls below the Guaranteed Speed (fractions of one tenth (1/10th) to be pro-rated). In the event of such deficiency being more than one (1) knot, then the Buyers shall have the option to cancel this Agreement whereupon the provisions of Clause 18 hereof shall apply. However, the maximum reduction in the Purchase Price shall in no event be more than the amount in the case of a deficiency of one (1) knot below the Guaranteed Speed, that is at a total reduction of Four Hundred Fifty Five Thousand Dollars ($455,000.-).
Sample 1

Related to INSUFFICIENT SPEED

  • Post-Closing Reconciliation (a) At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent its good faith calculation of (i) the estimated Closing Working Capital Adjustment Amount (the “Estimated Closing Working Capital Adjustment Amount”), (ii) the estimated Closing Indebtedness Amount (the “Estimated Closing Indebtedness Amount”), (iii) the estimated Closing Cash Amount (the “Estimated Closing Cash Amount”), (iv) the estimated Transaction Expenses (the “Estimated Transaction Expense Amount”), and (v) the Aggregate Cash Consideration calculated based on such estimated amounts (including the component pieces thereof) (the “Estimated Closing Statement”), in each case, accompanied by reasonably detailed back-up documentation for such calculations. The Company shall prepare the Estimated Closing Statement in accordance with the applicable definitions in this Agreement and with GAAP, in accordance with the Company’s past practices (including the methodologies applied in the preparation of the Financials). The Company shall make available to Parent and its Representatives the books and records used in preparing the Estimated Closing Statement and reasonable access (on prior notice and during business hours) to employees of the Company as Parent may reasonably request in connection with its review of such statements, and will otherwise cooperate in good faith with Parent’s and its Representatives review of such statements and shall take into consideration in good faith any comments of Parent on the Estimated Closing Statement, as applicable. The Estimated Closing Working Capital Adjustment Amount, the Estimated Closing Indebtedness Amount, the Estimated Closing Cash Amount, and the Estimated Closing Transaction Expense Amount set forth in the Estimated Closing Statement will be used for purposes of calculating the Aggregate Cash Consideration at the Closing (which calculation shall be subject to adjustment pursuant to, and in accordance with, the terms of this Section 2.9). Notwithstanding the foregoing, in no event will any of Parent’s rights be considered waived, impaired or otherwise limited as a result of Parent not making an objection prior to the Closing or its making an objection that is not fully implemented in a revised Estimated Closing Statement, as applicable.

  • Post-Closing Adjustment (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

  • 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.

  • Post-Closing Capitalization At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding shares of the capital stock of the Company and the Parent, on a fully-diluted basis, as indicated on a schedule to be delivered by the Parties at or prior to the Closing, shall be acceptable to the Parent in its sole and absolute discretion.

  • Post-Closing Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion).

  • Premium Payment The Bank shall pay any premiums due on the Policy.

  • Earn-Out Payment On or before each of September 15, 2003 and September 15, 2004, Buyer shall calculate the Revenue (as defined below) for the prior twelve (12) month period ending July 31 (each an "Earn Out Period") attributable to the Business, and deliver a notice of the calculation (together with the details of such calculation, including a line item for each element thereof) to Seller. As used in this Agreement, the "Business" means the products sold (together with services provided in connection therewith) by Company at the time of Closing (without regard to product name changes or the like) and listed on Schedule 1.2(b) (solely for purposes of this Section 1.2, the "Products"), and each subsequent version of any such software product introduced during the Earn Out Periods. The Revenue shall be calculated in accordance with generally accepted accounting principles, applied on a consistent basis and consistent with past Company practices (including practices relating to foreign currency conversion), subject to the adjustments set forth in paragraph (c) below. In the event the Revenue for the one-year period ending on July 31, 2003 is greater than $7,295,851 (the "First Threshold"), One Million Dollars ($1,000,000) (the "First Earn Out Payment") of the Purchase Price will be paid in cash to the Seller on September 15, 2003. In the event the Revenue for the one-year period ending July 31, 2004 is greater than $7,295,851 (the "Second Threshold"), an additional one million dollars ($1,000,000) (the "Second Earn Out Payment") of the Purchase Price will be paid in cash to the Seller on September 15, 2004. Neither the First Earn Out Payment nor the Second Earn Out Payment may be increased, decreased, or prorated. If either the First Earn Out Payment or the Second Earn Out Period is not earned with respect to the year to which it relates, it expires and cannot be paid in a later year regardless of Revenue in that later year. Except for the obligations of Buyer and Company set forth in Section 1.2(e), nothing herein shall in any way limit or restrict Buyer's or Company's business practices or decisions following the Closing, provided that those practices and decisions are not solely for avoiding payment of the Earn Out.

  • Interim Payment At the end of each of the periods indicated in Annex I the Contractor shall submit to the Agency a formal request for payment accompanied by those of the following documents which are provided for in the Special Conditions: ➢ an interim technical report in accordance with the instructions laid down in Xxxxx X; ➢ the relevant invoices indicating the reference number of the Contract and of the order or specific contract to which they refer;

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

  • Estimated Closing Statement Not less than two (2) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from the delivery of the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.

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