Alternative Pricing Clause Samples

POPULAR SAMPLE Copied 2 times
Alternative Pricing. If, during any six-Month period during which the Regular Price is in effect under this Article 10, the average volume of sales of Maya at the Regular Price under contracts with non-Affiliated buyers (including Buyer) pursuant to which such buyers have the right to terminate upon prior notice to Seller of three Months or less is below 200,000 BPD, or if the average number of such non-Affiliated buyers of Maya at the Regular Price has been less than three per Month, then Seller shall so notify Buyer within fifteen (15) Days following the end of such six-Month period, and the parties shall meet promptly thereafter to discuss and agree on whether an alternative pricing formula which meets the same objective that the price of Maya hereunder be market-related is required and, if so, the specifics of such alternative pricing formula. It is expressly understood and agreed in this regard that (i) it is not the intention of the parties that Maya be the most competitive crude oil for the Refinery at all times, that the pricing mechanism for Maya respond to short-term variations in the price of other crudes, or that the profitability of the Refinery be guaranteed in any way through the price of Maya (other than pursuant to Part IV) and (ii) the parties shall apply the methodology set out in Annex 7 in determining the need for and specifics of an alternative pricing formula. In the event that the parties are unable to reach agreement within sixty (60) Days following such six-Month period, then the parties shall, within thirty (30) Days following such sixty-Day period, submit the matter to arbitration pursuant to Article 31.
View Source
Alternative Pricing. Pinnacle may at any time and from time to time request a firm quote for all or a portion of the Services provided during the Normal Term, in which event Packaging shall offer to provide such Services to Pinnacle at a price determined either (i) by the mutual agreement of Packaging, Pinnacle and Performance or (ii) if they do not agree, by the Board of Packaging. At Pinnacle's option, the quoted price may be substituted for the Variable Price for the project quoted.
View Source
Alternative Pricing a. [CONFIDENTIAL TREATMENT REQUESTED]/*/. Notwithstanding the foregoing, during and after the termination of [CONFIDENTIAL TREATMENT REQUESTED]/*/, in the event that LABCORP (including its Affiliates) [CONFIDENTIAL TREATMENT REQUESTED]/*/. In addition, during any period of time during the Term of this Agreement in which LABCORP [CONFIDENTIAL TREATMENT REQUESTED]/*/ on a future date.
View SourceView Similar (2)
Alternative Pricing. (a) If a change in Applicable Law requires ▇▇▇▇▇ R&M to make capital expenditures or change its operating procedures in a manner that directly results in a material increase in the cost of providing the Services and Supplies hereunder, then upon the written request of ▇▇▇▇▇ R&M the parties shall meet to negotiate in good faith an equitable adjustment or adjustments to the pricing of Services and Supplies hereunder (or an adjustment to the rents payable under the ▇▇▇▇▇ Complex Ground Lease and/or the Ancillary Equipment Site Lease, respectively, with respect to the provision of potable water or sanitary sewage service); provided, however, that no such adjustment or adjustments shall -------- ------- become effective unless or until ▇▇▇▇▇ R&M has demonstrated to the satisfaction of the ▇▇▇▇▇ Company (and such other parties as required under the Financing Documents) that such adjustment or adjustments shall not (i) have a material adverse effect on the ability of the ▇▇▇▇▇ Company to pay its Senior Debt Obligations when they become due or payable and (ii) become effective until approved by the Independent Engineer. (b) In the event that either party hereto determines in good faith judgment that the provisions set forth under the heading "Applicable Price" on the Schedule relating to any Service or Supply hereunder does not accurately reflect the actual cost of providing such Service or Supply (for any reason other than a change in Applicable Law), then upon written request of such party the parties shall meet to negotiate in good faith an equitable adjustment or adjustments to the pricing of such Services or Supply to reflect the actual cost of providing such Service or Supply (and to preserve the profit component, if any, of such price); provided, however, that such adjustment or adjustments -------- ------- shall not (i) have a material adverse effect on the ability of the ▇▇▇▇▇ Company to pay its Senior Debt Obligations when they become due or payable and (ii) become effective until approved by the Independent Engineer. (c) To the extent that any expansion of operations of ▇▇▇▇▇ R&M at the Refinery (including, without limitation, the operation of the existing ▇▇▇▇▇ R&M cokers after the Start-up Date) causes the Applicable Price of any Service to be provided pursuant to Sections 5.5 or 5.6 to increase, ▇▇▇▇▇ R&M shall reduce the amounts charged the ▇▇▇▇▇ Company for such Service so that the Applicable Price of such Service shall conform to the pricing that ...
View SourceView Similar (2)

Related to Alternative Pricing

  • Alternative Structure (a) The Company shall use reasonable best efforts to cause any agreement, instrument or indenture with respect to indebtedness for borrowed money to which the Company or any of its Subsidiaries is a party to be amended prior to the date that is not later than the fifth business day prior to the date the Form S-4 Registration Statement is declared effective, if Parent reasonably determines that such amendment is necessary so that the Subsequent Merger will not have any of the effects described in Section 5.1(d)(ii) (mutatis mutandi) (without giving effect to (i) the Company Material Adverse Effect exception at the end of Section 5.1(d)(ii) and (ii) any cure period or notice requirement) with respect to such agreement, instrument or indenture (an “Indenture Impact”); provided that without Parent’s prior written consent the Company shall not make any non-de minimis consent payments to any third party in connection with the foregoing or agree to amend any of the terms of such agreement, instrument or indenture except to amend the provision giving rise to the Indenture Impact. (b) In the event that either (i) the Mergers would reasonably be likely to fail to qualify for the Intended Tax Treatment or (ii) the Subsequent Merger would have an Indenture Impact, the parties agree (x) to cooperate in good faith to explore alternative structures that would permit the transactions contemplated hereby to qualify as a reorganization within the meaning of Section 368(a) of the Code and (y) if each party to this Agreement in the exercise of its reasonable business discretion agrees to pursue such an alternative structure, the parties shall enter into an appropriate amendment to this Agreement to reflect such alternative structure and provide for such other changes necessitated thereby; provided, however, that failure of the parties to agree to an alternative structure shall not cause any condition to Closing set forth herein not to be satisfied or otherwise cause any breach of this Agreement; and provided, further, that any actions taken pursuant to this Section 6.20(b) (A) shall not (I) without the consent of the Company and Parent, alter or change the amount, nature or mix of the Merger Consideration or (II) impose any economic or other costs on Parent or the Company that are more than immaterial and (B) shall be capable of consummation without delay in relation to the structure contemplated herein. Notwithstanding anything in this Agreement to the contrary, in no event shall Parent be required to cause the Subsequent Merger to occur or to effect any alternative structure if the foregoing would result in an Indenture Impact. (c) In the event the Mergers would reasonably be likely to fail to qualify for the Intended Tax Treatment, the parties may agree (in each party’s reasonable business discretion) not to consummate the Subsequent Merger. For the avoidance of doubt, neither the identification nor the implementation of an alternative structure under Section 6.20(b) above shall be a condition to Closing.

  • Alternative Proposals Prior to the Effective Date, the Company agrees (a) that neither it nor any of its Subsidiaries shall, and it and they shall direct and use its and their best efforts to cause its and their respective officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company or any of its Subsidiaries (any such proposal or offer made prior to the termination of this Agreement (and any subsequent amended proposal or offer made by the same or an affiliated party) being hereinafter referred to as an "Alternative Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement relating to any Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 8.9; and (c) that it will notify Parent immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained in this Section 8.9 shall prohibit the Board of Directors of the Company from (i) furnishing information to or entering into discussions or negotiations with, any person or entity that makes or proposes to make an unsolicited bona fide proposal to acquire the Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of assets, business combination or other similar transaction, if, and only to the extent that, (A) the Board of Directors of the Company determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company provides written 37 43 notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (C) the Company keeps Parent promptly informed of the status and all material terms and conditions of any such discussions or negotiations (including identities of parties); and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 8.9 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article X hereof), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal), or (z) affect any other obligation of the Company under this Agreement.

  • TIPS Pricing Vendor agrees and understands that for each TIPS Contract that it holds, Vendor submitted, agreed to, and received TIPS’ approval for specific pricing, discounts, and other pricing terms and incentives which make up Vendor’s TIPS Pricing for that TIPS Contract (“TIPS Pricing”). Vendor confirms that Vendor will not add the TIPS Administration Fee as a charge or line-item in a TIPS Sale. Vendor hereby certifies that Vendor shall only offer goods and services through this TIPS Contract if those goods and services are included in or added to Vendor’s TIPS Pricing and approved by TIPS. TIPS reserves the right to review Vendor’s pricing update requests as specifically as line-item by line-item to determine compliance. However, Vendor contractually agrees that all submitted pricing updates shall be within the original terms of the Vendor’s TIPS Pricing (scope, proposed discounts, price increase limitations, and other pricing terms and incentives originally proposed by Vendor) such that TIPS may accept Vendors price increase requests as submitted without additional vetting at TIPS discretion. Any pricing quoted by Vendor to a TIPS Member or on a TIPS Quote shall never exceed Vendor’s TIPS Pricing for any good or service offered through TIPS. TIPS Pricing price increases and modifications, if permitted, will be honored according to the terms of the solicitation and Vendor’s proposal, incorporated herein by reference.

  • GSA Benchmarked Pricing Additionally, where the NYS Net Price is based upon an approved GSA Supply Schedule:

  • Alternative Warning ▇▇▇▇▇▇▇ may, but is not required to, use the alternative short-form warning as set forth in this § 2.3(b) (“Alternative Warning”) as follows: WARNING: Cancer and Reproductive Harm - ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇▇.