AVC Underutilization and Termination with Liability Sample Clauses

AVC Underutilization and Termination with Liability. If, in any Contract Year during the Term, Customer's Total Service Charges do not meet or exceed the AVC, then Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an "Underutilization Charge" in an amount equal to 25% of the difference between the AVC and Customer's Total Service Charges during that Contract Year. If: (a) Customer terminates this Agreement before the end of the Term for reasons other than Cause; or (b) Verizon terminates this Agreement for Cause pursuant to the Section entitled “Termination,” then Customer will pay, within thirty (30) days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to 25% of the unsatisfied AVC remaining during the year of termination, and for each subsequent Contract Year remaining in the Term, plus (iii) a pro rata portion of any and all credits received by Customer.
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AVC Underutilization and Termination with Liability. If, in any contract year, Customer's Total Service Charges do not meet or exceed the AVC, then Customer shall pay: (a) all accrued but unpaid charges incurred under the Agreement; and (b) an "Underutilization Charge" in an amount equal to 25% of the difference between the AVC and Customer's Total Service Charges during that contract year. If: (a) Customer terminates the Agreement before the end of the Term for reasons other than Cause (as defined in the Agreement); or (b) Company terminates the Agreement for Cause then Customer will pay, within thirty (30) days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to 50% of the unsatisfied AVC remaining during the year of termination, and for each subsequent contract year remaining in the Term, plus (iii) a pro rata portion of any and all credits received by Customer. In addition, if, in any monthly billing period during the Extended Term, Customer's Total Service Charges do not meet or exceed the Extended Term Volume Commitment, then Customer shall pay: (a) all accrued but unpaid charges incurred under the Agreement; and (b) an "Underutilization Charge" equal to the difference between the Extended Term Volume Commitment and Customer's Total Service Charges during such monthly billing period.
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AVC Underutilization and Termination with Liability. If, in any contract year during the Initial Term, the Customer’s Total Service Charges do not meet or exceed the AVC, the Customer shall pay (a) all accrued but unpaid charges incurred under the agreement and (b) an “Underutilization Charge” in an amount equal to 50% of the difference between the AVC and the Customer’s total service charges during such annual period. If (a) Customer terminates the Agreement at any time following the execution of the 3rd Amendment for reasons other than Cause; or (b) Company terminates the Agreement for Cause, then Customer will pay within 30 days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to 50% of the AVC for each contract year (and a pro rata portion thereof for any partial contract year) remaining in the unexpired portion of the Initial Term on the date of such termination, plus (iii) a pro rata portion thereof for any and all Installation waiver credits, sign-up credits or up front credits provided to Customer under the Agreement. If during any month of the Extension Term the Customer fails to satisfy the Extension Term AVC, the Customer will be billed and required to pay (a) all accrued but unpaid charges incurred under the agreement and (b) an underutilization charge equal to the difference between the Customer’s total service charges during such month and the Extension Term AVC. One-Time Credit: Customer will receive a credit, equal to $6,000, applied against Customer's designated Service Charges incurred for Interstate and International Services and any other services mutually agreed upon by the Customer and the Company. Customer will receive a credit, equal to $100,000, applied against Customer's Interstate and International Total Service Charges. Customer must install a minimum of two 400 Mbps Private IP circuits with 225 Mbps Gold CARS within 12 months following the 11th Amendment Effective Date. Should Customer not satisfy this condition, Company reserves the right to debit Customer’s account for above credit. Customer will receive a credit equal to $40,000 which will be applied against Customer’s interstate and international Total Service Charges.
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AVC Underutilization and Termination with Liability. If Customer's Total Service Charges do not reach the AVC in any Contract Year during the Term, Customer shall pay: an "Underutilization Charge" equal to 25% of the unmet AVC. If: (a) Customer terminates this Agreement before the end of the Term for reasons other than Cause; or (b) Company terminates the Agreement for Cause, then Customer will pay, within thirty (30) days after such termination: (i) an amount equal to 25% of the unsatisfied AVC remaining during the year of termination, and for each subsequent Contract Year remaining in the Term, plus (ii) a pro rata portion of any and all credits received by Customer. Customer Name: CLEAR CHANNEL COMMUNICATIONS, INC. Contract ID of Main/Original Agreement: 178400 Customer Signature Date of Main/Original Agreement: 11/19/2007 Customer Signature Date of Amendment: 10/21/2013 Amendment: 17 Date: 06/05/2012 Type of Agreement: VBSA Drafter’s Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Initial Term: 36 months Commencing on the 11th Amendment Effective Date, the Term will start anew and continue for a period of 36 months. Renewal Term: By providing Company at least sixty (60) days written notice prior to the expiration of the Initial Term, Customer shall have the right, but not the obligation, to extend the Agreement for a period of 12 additional months. Annual Volume Commitment (“AVC”): Customer agrees to pay Company no less than $1,000,000 in Total Service Charges (“AVC”) during each contract year of the Term. Commencing on the 11th Amendment Effective Date and for the remainder of the Term, Customer’s new AVC will be $750,000 in Total Service Charges, or a pro rata portion thereof for any partial contract year.
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AVC Underutilization and Termination with Liability. If Customer's Total Service Charges do not reach the AVC, in any contract year during the Initial Term, Customer shall pay an “Underutilization Charge” equal to 25% of the unmet AVC. If Customer’s Total Service Charges do not reach the AVC in any contract year because the Agreement is terminated early by Customer without Cause or by the Company with Cause, Customer shall pay an “Early Termination Charge” equal to 25% of the unmet AVC plus a pro rata portion of any credits received by Customer.
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AVC Underutilization and Termination with Liability. If Customer's Total Service Charges do not reach the AVC, in any contract year during the Initial Term, Customer shall pay an “Underutilization Charge” equal to 100% of the unmet AVC. If Customer’s Total Service Charges do not reach the AVC in any contract year because the Agreement is terminated early by Customer without Cause or by the Company with Cause, Customer shall pay an “Early Termination Charge” equal to 100% of the unmet AVC plus a pro rata portion of any credits received by Customer. One Time Credits: Customer will receive three credits, each equal to $33,333.00, applied against Customer's designated Service Charges incurred for Interstate and International Services. Qualifying Condition: Customer is an existing Company customer. Promotions: The Customer is eligible for the following promotion as set forth in the Guide: General Installation Waiver Promotion – v5.0 Option: 333737 (Rev Jan ’16, 4th Amendment) Initial Term: 24 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates the Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”).
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Related to AVC Underutilization and Termination with Liability

  • Underutilization and Termination with Liability If Customer's Total Service Charges do not reach the AVC, in any contract year during the Initial Term; Customer shall pay an “Underutilization Charge” equal to 50% of the unmet AVC. If Customer’s Total Service Charges do not reach the AVC in any contract year because the Agreement is terminated early by Customer without Cause or by the Company with Cause, Customer shall pay an “Early Termination Charge” equal to 50% of the unmet AVC plus a pro rata portion of any credits received by Customer.

  • DETERMINATION OF BREACH AND TERMINATION OF AGREEMENT A. Prior to making a determination that the Applicant has failed to comply in any material respect with the terms of this Agreement or to meet any material obligation under this Agreement, the District shall provide the Applicant with a written notice of the facts which it believes have caused the breach of this Agreement, and if cure is possible, the cure proposed by the District. After receipt of the notice, the Applicant shall be given ninety (90) days to present any facts or arguments to the Board of Trustees showing that it is not in breach of its obligations under this Agreement, or that it has cured or undertaken to cure any such breach. B. If the Board of Trustees is not satisfied with such response or that such breach has been cured, then the Board of Trustees shall, after reasonable notice to the Applicant, conduct a hearing called and held for the purpose of determining whether such breach has occurred and, if so, whether such breach has been cured. At any such hearing, the Applicant shall have the opportunity, together with their counsel, to be heard before the Board of Trustees. At the hearing, the Board of Trustees shall make findings as to: i. whether or not a breach of this Agreement has occurred; ii. whether or not such breach is a Material Breach; iii. the date such breach occurred, if any;

  • Duration and Termination of Agreement This Agreement shall become effective with respect to each Portfolio on the later of (i) its execution and (ii) the date of the meeting of the Board of Trustees of the Trust, at which meeting this Agreement is approved as described below. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Trust or by a majority of the outstanding voting securities of each of the Portfolios, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Trust who are not interested persons (as defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement or (b) all the portfolios of the Trust. If any required shareholder approval of this Agreement or any continuance of the Agreement is not obtained, the Subadviser will continue to act as investment subadviser with respect to such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Subadviser or a different adviser or subadviser or other definitive action; provided, that the compensation received by the Subadviser in respect of such Portfolio during such period is in compliance with Rule 15a-4 under the Investment Company Act. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Trust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of such Portfolio, on sixty days' written notice to the Adviser and the Subadviser, or by the Adviser or Subadviser on sixty days' written notice to the Trust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in the Investment Company Act) or in the event the Advisory Agreement between the Adviser and the Trust terminates for any reason.

  • Duration and Termination This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

  • Duration and Termination of the Agreement This Agreement shall become effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfolio. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty as follows: (a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust may at any time terminate this Agreement with respect to any or all Portfolios by providing not more than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser. (b) This Agreement will terminate automatically with respect to a Portfolio unless, within two years after its initial effectiveness with respect to such Portfolio and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Board of Trustees or the shareholders of such Portfolio by the affirmative vote of a majority of the outstanding shares of such Portfolio, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio for their approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Manager may at any time terminate this Agreement with respect to any or all Portfolios by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 90 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager. (d) This Agreement automatically and immediately will terminate in the event of its assignment. Upon termination of this Agreement with respect to any Portfolio, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall revert to the Manager.