INTERIM PERIOD EVENT Sample Clauses

INTERIM PERIOD EVENT. If on or after the Effective Date and before the Closing, a new Release occurs which creates an Environmental Condition (an "Interim Period Event") such that (i) the levels of any Regulated Substance in or on the soil, surface water, or groundwater at, on or under any of the Terminals, or migrating from any of the Terminals to a contiguous property or properties are increased to levels which exceed those permitted by any applicable Governmental Authority to exist without Remediation Activity being required and/or (ii) for any areas at any Terminal where Remediation Activities are either being performed or are planned to be performed, the levels of any Regulated Substance in or on the soil, surface water, or groundwater at, on or under any of the Terminals, or migrating from any of the Terminals to a contiguous property or properties are increased to levels which materially increases the cost of further Remediation Activities, the Parties agree to meet to discuss a reduction to the amount to be paid for Seller's interest in the Terminal as set forth in the Pipeline Purchase and Sale Agreement based on the estimated costs associated with the Interim Period Event. Each Party agrees to provide to the other a good faith estimate of such costs. If the Parties, in the exercise of their sole discretion, cannot agree on such a reduction that is mutually acceptable to both Parties on or before the date sixty (60) days after the date of the Interim Period Event, each Party shall have the right, in its sole discretion, to terminate this Agreement upon written notice to the other Party, without penalty. In the event that an Interim Period Event occurs and the Parties agree to proceed to Closing, the Closing Date may be extended for a period up to the date sixty (60) days after the Interim Period Event. Any Release caused by the activities of or on behalf of Buyer prior to the Closing Date shall not be deemed an Interim Period Event, and shall not invoke the provisions of this Section 7.2.1.
Sample 1
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Related to INTERIM PERIOD EVENT

  • Interim Period Upon signing the peace agreement, Abyei will be accorded special administrative status, in which:

  • Billing Period The calendar month shall be the standard period for all charges and payments under this Agreement. On or before the fifteenth (15th) day following the end of each month, Seller shall render to Buyer an invoice for the payment obligations incurred hereunder during the preceding month, based on the Energy Delivered in the preceding month, and any RECs deposited in Buyer’s GIS account or a GIS account designated by Buyer to Seller in writing in the preceding month. Such invoice shall contain supporting detail for all charges reflected on the invoice, and Seller shall provide Buyer with additional supporting documentation and information as Buyer may request.

  • Xxxxx Period After payment of the first Dues, the Subscriber is entitled to a grace period of 30 days for the pay- ment of any Dues due. During this grace period, the Agreement will remain in force. However, the Sub- xxxxxxx will be liable for payment of Dues accruing during the period the Agreement continues in force.

  • Events Subsequent to Most Recent Fiscal Year End Since the Most Recent Fiscal Year End, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of the Company. Without limiting the generality of the foregoing, since that date:

  • Extended Reporting Period If any required insurance coverage is on a claims-made basis (rather than occurrence), Contractor shall maintain such coverage for a period of no less than three (3) years following expiration or termination of the Contract.

  • HSR Waiting Period If applicable, the waiting period under the HSR Act applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated without any adverse condition attached thereto.

  • Tolling Period If it becomes necessary or desirable for the Corporation to seek compliance with the provisions of Section 14.2 by legal proceedings, the period during which Grantee shall comply with said provisions will extend for a period of twelve (12) months from the date the Corporation institutes legal proceedings for injunctive or other relief.

  • Listing Period Extension The Commission shall be due if the Property is sold, conveyed, exchanged, optioned, or otherwise transferred within _ _ days (“Extension Period”) after the expiration of the Listing Period to anyone with whom the Broker or Agency has negotiated unless the Property is listed, in good faith, with another real estate agency. The term “negotiation” shall include providing information about the Property, showing the Property, or presenting an offer on the Property. All rights under this Section shall terminate upon the expiration of the Extension Period.

  • Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

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