Rejectable Offer; Decreased Value Clause Samples

Rejectable Offer; Decreased Value. If at the time of Redelivery of any --------------------------------- Transponder (other than a Redelivery pursuant to Section 8), the Satellite will (A) fail to meet the Residency Requirement for any reason other than an Emergency Relocation or an FCC Ordered Move or (B) be outside the Authorized Range due to the failure of STLC to pursue in a commercially reasonable manner authority to locate the Satellite in an orbital location for the Satellite within the Authorized Range, then, as the remedy for its failure to make an Acceptable Delivery, Lessee shall make the Rejectable Offer to Lessor in accordance with the immediately preceding paragraph, 52 except that if Lessor timely rejects the Rejectable Offer or fails timely to accept or reject such offer, then (1) Redelivery of the Satellite shall occur at the end of the Lease Term pursuant to Section 10(b), and (2) as the remedy for its failure to make an Acceptable Delivery Lessee shall pay to Lessor the Decreased Value Payment upon the later of the Reclelivery date or five (5) days after the Decreased Value of such Transponder is determined in accordance with the Appraisal Procedure (which procedure shall commence not later than 120 days prior to Redelivery if the existence of a condition requiring a payment of Decreased Value is ascertainable at such time or as soon thereafter as is reasonably possible if it not so ascertainable). If Lessor timely accepts the Rejectable Offer, then Lessee shall retain Control of the Transponders, and pay the applicable Offer Amount to Lessor on the last day of the Lease Term, together with any and all Rent due and owing; and concurrently, Lessor shall transfer title to such Transponder to Lessee as is, where is, free and clear of all Lessor Liens and Owner Participant Liens, but otherwise without any warranty, by executing and delivering to Lessee an instrument substantially in the form of Exhibit C to the Lease.
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Related to Rejectable Offer; Decreased Value

  • Price Decreases The following price decrease terms will apply to the Contract:

  • Notice of Conversion Rate Adjustments Upon the effectiveness of any adjustment to the Conversion Rate pursuant to Section 5.05(A), the Company will promptly send notice to the Holders, the Trustee and the Conversion Agent containing (i) a brief description of the transaction or other event on account of which such adjustment was made; (ii) the Conversion Rate in effect immediately after such adjustment; and (iii) the effective time of such adjustment.

  • Offer Price “Offer Price” is defined in Recital A of the Agreement.

  • Reduction in Purchase Price Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that it in its sole discretion shall determine to be advisable in order that any consolidation or subdivision of the Preferred Shares, issuance wholly for cash of any of the Preferred Shares at less than the current market price, issuance wholly for cash of Preferred Shares or securities which by their terms are convertible into or exchangeable for Preferred Shares, dividends on Preferred Shares payable in Preferred Shares or issuance of rights, options or warrants referred to hereinabove in this Section 11, hereafter made by the Company to holders of its Preferred Shares shall not be taxable to such stockholders.

  • Purchase Price Credit Adjustments If on any day: (a) the Outstanding Balance of a Receivable purchased from any Originator is: (i) reduced as a result of any defective or rejected or returned goods or services, any cash discounts, any volume discounts or any adjustment or otherwise by such Originator or any Affiliate thereof (other than as a result of a charge-off of such Receivable or cash Collections applied to such Receivable), (ii) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), (iii) reduced on account of the obligation of such Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) less on the date of its sale then the amount reflected in the applicable Purchase Report, or (b) any of the representations and warranties set forth in Sections 2.1(i), (j), (l), (r), (s), (t), (u) and the second sentence of Section 2.1(q) hereof is not true when made or deemed made with respect to any such Receivable, then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable to the applicable Originator hereunder equal to (x) in the case of clauses (a)(i) – (iv) above, the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount reflected in the applicable Purchase Report, as applicable, and (y) in the case of clause (b) above, the amount of the Outstanding Balance of such Receivable, which shall be reconveyed by the Buyer to the applicable Originator following receipt of such amount. If such Purchase Price Credit exceeds the Original Balance of the Receivables originated by the applicable Originator on any day, such Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the applicable Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated Note.