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.
Puts Within 30 Days After Bank Closing During the thirty (30)-day period following Bank Closing and only during such period (which thirty (30)-day period may be extended in writing in the sole absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution shall be entitled to require the Receiver to purchase any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral; provided with regard to any Deposit Secured Loan secured by an Assumed Deposit, no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made; and, at the end of the thirty (30)-day period following Bank Closing and at that time only, in accordance with this Section 3.4, the Assuming Institution shall be entitled to require the Receiver to purchase any remaining overdraft transferred to the Assuming Institution pursuant to 3.1 which both was made after the Bid Valuation Date and was not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution shall not have the right to require the Receiver to purchase any Loan if (i) the Obligor with respect to such Loan is an Acquired Subsidiary, or (ii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that increased the amount of a Related Liability with respect to such Loan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.
Completion Date The Work under this Contract shall be completed by midnight of the date required in the Contract as the Material Completion and Occupancy Date unless extended by approved requests for extension of time.
Outside Date Except as otherwise agreed by the parties hereto, all of the fore going conditions shall have been satisfied or waived on or before 5:00 p.m. E.D.T. on June 30, 1997 (the "Outside Date").
Christmas Closedown 15.1 It is agreed that whenever annual leave is taken in conjunction with the Christmas/New Year period (as per Calendar in sub-clause 2.11), it is to be taken in accordance with the following procedure. 15.2 Employees who have not accrued sufficient pro rata annual leave prior to commencement of the Christmas/New Year period, may be granted leave without pay by their Employer to give that employee at least the minimum leave of absence required. 15.3 Where the Employer decides to close a site over the Christmas/New Year period for any period in excess of the agreed minimum closedown, up to and including 20 Annual Leave days, then the Employer shall give at least 2 months’ notice to employees as per the relevant Award. Employees who have no, or insufficient, accrued annual leave equal to the period of the closure, may be granted leave without pay for that period. 15.4 Notwithstanding anything elsewhere contained in this Agreement, the Employer may require any employee to work in unforeseen or emergency circumstances during the Christmas period. 15.5 Where an employee requests that annual leave be allowed in one continuous period at Christmas, such a request shall not be unreasonably refused. 15.6 It is a breach of this Agreement and the Award for an employee to be paid his/her full accrual, or part thereof, of annual leave at Christmas or any other time, unless that employee takes such annual leave or his/her employment is terminated. Employment is not to be terminated for reasons of avoidance of this clause.
Final Completion Date Final Completion for the Work as defined in Article 6.1.3 of the General Conditions to the Continuing Contract for Construction Management shall be achieved by October 31, 2024.
Substantial Completion Date Substantial Completion of the Work as defined in Article 6.1.2 of the General Conditions to the Continuing Contract for Construction Management shall be achieved by July 31, 2022.
PRODUCTION DEFINITELY DISCONTINUED If the holder of the approval completely ceases to manufacture a type of vehicle approved in accordance with this Regulation, he shall so inform the authority which granted the approval, which in turn shall forthwith inform the other Contracting Parties to the Agreement applying this Regulation by means of a communication form conforming to the model in Annex 1 to this Regulation.
Production definitively discontinued 10.1. If the holder of the approval completely ceases to manufacture a vehicle type approved in accordance with this Regulation, he shall so inform the authority which granted the approval. Upon receiving the relevant communication that authority shall inform thereof the other Parties to the 1958 Agreement applying this Regulation by means of a communication form conforming to the model in Annex 1 to this Regulation.
Commercial Operation Date 6.4.1 The SPV shall ensure that the Project Commercial Operation Date is achieved on or prior to the Scheduled Commercial Operation Date. The SPV shall provide a written notice to MSEDCL at least 30 (thirty) days in advance intimating MSEDCL of the proposed date on which the Commercial Operation Date of a Unit or the Project is proposed to be achieved. 6.4.2 If the Commercial Operation Date for the Units having a capacity equivalent to at least 75% (seventy five percent) of the Contracted Capacity is achieved before the Scheduled Commercial Operation Date, then all Units in respect of which the Commercial Operation Date has been achieved prior to the Scheduled Commercial Operation Date would be eligible for incentives as follows: (a) the Unit(s) injecting energy at 11 kV /22 kV shall be given an incentive of Rs. 0.25/ kWh; and (b) the Unit(s) injecting energy at 33 kV shall be given an incentive of Rs. 0.15/ kWh, for the power sold to MSEDCL for the first 3 (three) years from the Commercial Operation Date. To receive such incentives from MSAPL, which shall be over and above the Tariff, the SPV shall follow the process agreed to by the SPV under the Implementation Agreement. 6.4.3 It is hereby clarified that the aforementioned incentive shall not be available: (i) in respect of any Unit if the Commercial Operation Date for such Unit has not been achieved prior to the Scheduled Commercial Operation Date; and (ii) if the aggregate capacity of the Units for which the Commercial Operation Date has been achieved prior to Scheduled Commercial Operation Date is less than 75% (seventy five percent) of the Contracted Capacity. 6.4.4 In the event that Commercial Operation Date for any of the Units is achieved after the Scheduled Commercial Operation Date, the SPV shall be liable to pay Liquidated Damages as per the provisions set out below. 6.4.5 Without prejudice to any other rights of MSEDCL under this PPA, in case one or more Units of the SPV are unable to achieve Commercial Operation Date within a period of 2 (two) months from the Scheduled Commercial Operation Date, the capacity of such Units shall be annulled, and the Contracted Capacity shall be reduced to that extent. For Illustration: The Project has a Contracted Capacity of 100 MW and comprises of 10 Units of 10 MW each. If at the end of the aforementioned period of 14 (fourteen) months from the Effective Date, the SPV has achieved Commissioning for only 8 out of 10 Units, then the Contracted Capacity of the Project will stand reduced for the capacity of the 2 Units which have not been Commissioned, i.e. the Contracted Capacity will be 80 (100 (original Contracted Capacity)) – 10 (capacity of each Unit)*2 (number of Units not Commissioned).
