Commencing Actions Sample Clauses

Commencing Actions. Any action against any party hereto that is not commenced on or before the third anniversary of the Closing Date shall be deemed waived, and no person shall have any remedy against any party therefor; provided, however, that actions by Buyer or APPM against any Seller or Principal Stockholder may be commenced at any time with respect to actions (i) that constitute fraud or intentional misrepresentation by any Seller or Principal Stockholder; (ii) that result from the failure of any Seller or Principal Stockholder to pay any taxes or any penalties, assessments or interest thereon; (iii) that result from the failure of any Seller or Principal Stockholder to deliver to Buyer or APPM good, valid and marketable title to the Purchased Assets; or (iv) that result from any breach of Section 5.13 or Section 5.22 or any misrepresentation relating to the representations and warranties set forth therein.
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Commencing Actions. If the Closing occurs, then any action against any party hereto for Breaches of this Agreement (other than breaches of covenants or agreements) occurring on or prior to the time of the Closing that is not commenced prior to the Closing pursuant to Section 10.7 (Dispute Resolution) or withheld against pursuant to Section 10.2(d) (Form of Payment; Interim Losses) shall be deemed waived, and no person shall have any remedy against any party for any such Breaches; provided, however, (i) if any Indemnified Party is subject to Losses for Breaches in Sections 6.1(b) (Validity and Authorization; Power and Authority), 6.3 (Members' Interests), 7.1(b) (Corporate Power and Authority; Validity and Authorization) or 7.4 (Superholdings Stock) such Indemnified Party may commence an action against the Indemnifying Party to recover such Losses at any time that such Indemnified Party is subject to Losses with respect thereto and shall not be barred by the first clause of this Section and (ii) if any Superholdings Indemnitee is subject to Losses for Breaches in Section 6.5(b) (Tax Matters), such Superholdings Indemnitee may commence an action against the Members to 77 recover such Losses for one year after the Closing Date and shall not be barred by the first clause of this Section; provided, further, that any such Indemnified Party shall use reasonable best efforts to obtain for itself and for the Indemnifying Party the benefit of any statute of limitations applicable as against any third party.
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Commencing Actions. If the Closing occurs, then any action against any party hereof for Breaches herein that is not commenced pursuant to Section 10.7 (Dispute Resolution) within two years of the Closing Date shall be deemed waived, and no person shall have any remedy against any party for any such Breaches; provided, however, if the Buyer is subject to Losses (defined below) for Breaches in Sections 6.5(b) (Tax Matters), 6.6(p) (Legal Requirements) or 6.6(q) (Environmental Matters), the Buyer may commence an action against the Stockholder to recover such Losses at any time that Buyer or the Company is subject to Losses (defined below) with respect thereto and shall not be barred by the first clause of this Section; provided, however, that Buyer shall use commercially reasonable efforts to obtain (for itself and for the Stockholder) the benefit of any statute of limitations applicable as against any third party.
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Commencing Actions. If the Closing occurs, then any action against any party hereof for Breach that is not commenced pursuant to Section 14.4 hereof within twenty-one (21) months of the Closing Date shall be deemed waived, and no Person shall have any remedy against any party for any such Breach; provided, however, that if the Buyer is subject to Damages (as defined below) for Breaches of a representation or warranty in Section 4.2 (Authority), Section 4.6 (Tax Matters), or Section 4.19 (Environmental Matters), Buyer may commence an action against Seller to recover Damages at any time that Buyer is subject to Damages with respect thereto and shall not be barred by the first clause of this Section; provided further, however, that Buyer shall use its commercially reasonable efforts to obtain (for itself and for Seller) the benefit of any statute of limitations applicable as against any third party.
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Commencing Actions. 46 (e) Allocation of Losses Among Sellers . . . . . . . 46 10.2
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Commencing Actions. If the Closing occurs, then any action against any party to this Agreement for misrepresentations herein that is not commenced pursuant to Section 10.7 (Dispute Resolution) on or before April 30, 1998 shall be deemed waived, and no person shall have any remedy against any party for any such misrepresentations; provided, however, that such actions by Buyer or Buyerparent against the Sellers for misrepresentations (i) in Section 6.4(b) (Tax Matters) shall be deemed waived if not commenced pursuant to Section 10.7 (Dispute Resolution) on or prior to December 31, 2003, and (ii) in Sections 6.4(c) (Litigation), 6.5(a) (Mortgage Banking Licenses and Qualifications), 6.5(b) (Mortgage Loans), 6.5(c) (Enforceability), 6.5(d) (Title to Certain Mortgage Loans; Mortgage Loan Conveyance Agreements), 6.5(e) (No Recourse), or 6.5(f) (Compliance with Mortgage Banking Regulations) shall be deemed waived if not commenced pursuant to Section 10.7 (Dispute Resolution) on or before December 31, 1999.
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Commencing Actions. If the Closing occurs, then any action against any party hereto for any Breach, which action is not commenced pursuant to SECTION 10.5 hereof within one (1) year of the Closing Date shall be deemed waived, and no Person shall have any remedy against any party hereto for any such Breach; PROVIDED, HOWEVER, that if the Buyer is subject to Damages (as defined below) for Breaches of matters set forth in SECTION 4.17 (ENVIRONMENTAL MATTERS), the Buyer may commence an action against the Seller to recover Damages for such Breaches at any time within the applicable statute of limitations relating to such matter during which the Seller is subject to Damages with respect thereto, and the Buyer shall not be barred in such instance by the first clause of this Section; PROVIDED FURTHER, HOWEVER, that the Buyer shall use its Best Efforts to obtain (for itself and for the Seller) the benefit of any statute of limitations applicable as against any third party.
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Related to Commencing Actions

  • Forbearance Period If an Event of Default of the type referred to in Section 16.1(h) occurs, Vitol agrees that, for a period of up to sixty (60) consecutive calendar days thereafter (the “Forbearance Period”), it shall forbear from exercising its rights and remedies under Section 16.2 to the extent it is otherwise entitled to do so based on such occurrence; provided that: (a) at all times during the Forbearance Period, either the Cover Exposure shall equal zero or the aggregate amount of Undrawn Letters of Credit shall exceed the Cover Exposure; and (b) at no time during the Forbearance Period shall any other Event of Default have occurred. The Forbearance Period shall end on the earlier to occur of (i) the sixtieth (60th) day following the occurrence of the Specified Indebtedness Event of Default or (ii) the time as of which the condition in either clause (a) or (b) of Section 16.4 is no longer satisfied. During the Forbearance Period, Vitol shall continue to supply Crude Oil to Coffeyville pursuant to the provisions hereof. From and after the end of the Forbearance Period, Vitol shall be entitled to exercise any and all of the rights and remedies it may have (including under Section 16.2) based on the occurrence of such Event of Default as if no Forbearance Period had occurred (regardless of whether such Event of Default has been remedied or waived during such Forbearance 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.

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

  • Allocations During the Controlled Accumulation Period During the Controlled Accumulation Period (A) an amount equal to the product of (I) the sum of the Class B Principal Percentage and the Collateral Principal Percentage and (II) the Principal Allocation Percentage and (III) the Series 1997-1 Allocation Percentage and (IV) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date, shall be allocated to the Series 1997-1 Certificateholders and retained in the Collection Account until applied as provided herein and (B) an amount equal to the product of (I) the Class A Principal Percentage and (II) the Principal Allocation Percentage and (III) the Series 1997-1 Allocation Percentage and (IV) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date (such product for any such date, a "Percentage Allocation") shall be allocated to the Series 1997-1 Certificateholders and retained in the Collection Account until applied as provided herein; provided, however, that if the sum of such Percentage Allocation and all preceding Percentage Allocations with respect to the same Monthly Period exceeds the Controlled Deposit Amount for the related Distribution Date, then such excess shall not be treated as a Percentage Allocation and shall be first, if any other Principal Sharing Series is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the related Distribution Date, and second paid to the Holders of the Transferor Certificates only if the Transferor Amount on such Deposit Date is greater than the Required Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.

  • Allocations During the Revolving Period During the Revolving Period, the Servicer shall, prior to the close of business on the day any Collections are deposited in the Collection Account, allocate to the Investor Certificateholders or the Holder of the Seller Interest and pay or deposit from the Collection Account the following amounts as set forth below: (i) Allocate to the Investor Certificateholders the product of (y) the Investor Percentage on the Date of Processing of such Collections and (z) the aggregate amount of Collections of Finance Charge Receivables on such Date of Processing, and of that allocation, deposit in the Finance Charge Account an amount equal to either (I) (A) prior to the date on which the amount of Monthly Interest with respect to the related Interest Period is determined by the Servicer, an amount equal to the product of (1) the Investor Percentage on the Date of Processing of such Collections and (2) the aggregate amount of Collections of Finance Charge Receivables on such Date of Processing, and (B) at all other times, the difference between (1) the Monthly Interest with respect to the immediately following Transfer Date (plus, if the Seller is not the Servicer, the Certificateholder Servicing Fee for such Transfer Date plus the amount of any Certificateholder Servicing Fee due but not paid to the Servicer on any prior Transfer Date) and (2) the amounts previously deposited in the Finance Charge Account with respect to the current Monthly Period pursuant to this subsection 4.05(a)(i) or (II) the amount of Collections of Finance Charge Receivables allocated to the Investor Certificateholders on such Date of Processing pursuant to this subsection 4.05(a)(i); provided, that if a deposit pursuant to subsection 4.05(a)(i)(I) is made on any Date of Processing, on the related Transfer Date, the Servicer shall withdraw from the Collection Account and deposit into the Finance Charge Account an amount equal to the amount of Collections of Finance Charge Receivables that have been allocated to the Investor Certificateholders during the related Monthly Period but not previously deposited in the Finance Charge Account. Funds deposited into the Finance Charge Account pursuant to this subsection 4.05(a)(i) shall be applied in accordance with Section 4.09. (ii) Deposit into the Principal Account an amount equal to the product of (A) the Collateral Allocation on the Date of Processing of such Collections, (B) the Investor Percentage on the Date of Processing of such Collections and (C) the aggregate amount of Collections processed in respect of Principal Receivables on such Date of Processing to be applied first in accordance with Section 4.12 and then in accordance with subsection 4.09(d). (iii) Deposit into the Principal Account an amount equal to the product of (A) the Class B Investor Allocation on the Date of Processing of such Collections, (B) the Investor Percentage on the Date of Processing of such Collections and (C) the aggregate amount of Collections processed in respect of Principal Receivables on such Date of Processing to be applied first in accordance with Section 4.12 and then in accordance with subsection 4.09(d). (iv) (A) Deposit into the Principal Account an amount equal to the product of (1) the Class A Investor Allocation on the Date of Processing of such Collections, (2) the Investor Percentage on the Date of Processing of such Collections and (3) the aggregate amount of Collections processed in respect of Principal Receivables on such Date of Processing; provided, however, that the amount deposited into the Principal Account pursuant to this subsection 4.05(a)(iv)(A) shall not exceed the Daily Principal Shortfall, and (B) pay to the Holder of the Seller Interest an amount equal to the excess, if any, identified in the proviso to clause (A) above; provided, however, that the amount to be paid to the Holder of the Seller Interest pursuant to this subsection 4.05(a)(iv)(B) with respect to any Date of Processing shall be paid to the Holder of the Seller Interest if, and only to the extent that, the Seller Interest on such Date of Processing is equal to or greater than the Minimum Seller Interest (after giving effect to the inclusion in the Trust of all Receivables created on or prior to such Date of Processing and the application of payments referred to in subsection 4.03(b)) and otherwise shall be considered as Unallocated Principal Collections and deposited into the Principal Account in accordance with subsection 4.05(e). (b)

  • Reference Period As of any date of determination, the period of four (4) consecutive fiscal quarters of the Borrower and its Subsidiaries ending on such date, or if such date is not a fiscal quarter end date, the period of four (4) consecutive fiscal quarters most recently ended (in each case treated as a single accounting period).

  • Effective December 17, 2020, all provisions of this collective agreement shall be read to be gender neutral.

  • By December 31, 2015, the Board will calculate the annual amount of a.i) divided by a.ii) which will form the base funding amount for the Trust;

  • Allocations During the Early Amortization Period During the Early Amortization Period, an amount equal to the product of (A) the Principal Allocation Percentage and (B) the Series 1997-1 Allocation Percentage and (C) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date, shall be allocated to the Series 1997-1 Certificateholders and retained in the Collection Account until applied as provided herein; provided, however, that after the date on which an amount of such Collections equal to the Adjusted Invested Amount has been deposited into the Collection Account and allocated to the Series 1997-1 Certificateholders, such amount shall be first, if any other Principal Sharing Series is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the related Distribution Date, and second paid to the Holders of the Transferor Certificates only if the Transferor Amount on such date is greater than the Required Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.

  • Quarterly and Annual Reconciliation 10.6.1 The Parties acknowledge that all payments made against Monthly Bills and Supplementary Bills shall be subject to quarterly reconciliation within 30 days of the end of the quarter at the beginning of the following quarter of each Contract Year and annual reconciliation at the end of each Contract Year within 30 days to take into account the Energy Accounts, Tariff adjustment payments, Tariff Rebate, Late Payment Surcharge, or any other reasonable circumstance provided under this Agreement. 10.6.2 The Parties, therefore, agree that as soon as all such data in respect of any quarter of a Contract Year or a full Contract Year as the case may be has been finally verified and adjusted, the SPD and SECI shall jointly sign such reconciliation statement. Within fifteen (15) days of signing of a reconciliation statement, the SPD shall make appropriate adjustments in the next Monthly Bill. Late Payment Surcharge/ interest shall be payable in such a case from the date on which such payment had been made to the invoicing Party or the date on which any payment was originally due, as may be applicable. Any Dispute with regard to the above reconciliation shall be dealt with in accordance with the provisions of Article 16.

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