Definitions and Notice Sample Clauses

Definitions and Notice. As soon as possible upon the occurrence of a Force Majeure, TLO shall provide TRMC with written notice of the occurrence of such Force Majeure (a “Force Majeure Notice”). TLO shall identify in such Force Majeure Notice the approximate length of time that TLO reasonably believes in good faith such Force Majeure shall continue (the “Force Majeure Period”). For the duration of the Force Majeure Period, TRMC shall be permitted to reduce its Minimum Throughput Commitment as provided in Section 29(b). If TLO advises in any Force Majeure Notice that it reasonably believes in good faith that the Force Majeure Period shall continue for more than twelve (12) consecutive Months, then, subject to Section 29 below, at any time after TLO delivers such Force Majeure Notice, either Party may terminate this Agreement solely with respect to the affected Terminal(s), but only upon delivery to the other Party of a notice (a “Termination Notice”) at least twelve (12) Months prior to the expiration of the Force Majeure Period; provided, however; that such Termination Notice shall be deemed cancelled and of no effect if the Force Majeure Period ends prior to the expiration of such twelve (12)-Month period. For the avoidance of doubt, neither Party may exercise its right under this Section 28(a) to terminate this Agreement as a result of a Force Majeure with respect to any Terminal that has been unaffected by, or has been restored to working order since, the applicable Force Majeure, including pursuant to a Restoration.
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Definitions and Notice evidence requirements
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Definitions and Notice. As soon as possible upon the occurrence of a Force Majeure, TLO shall provide TRMC with written notice of the occurrence of such Force Majeure (a “Force Majeure Notice”). TLO shall identify in such Force Majeure Notice the approximate length of time that TLO reasonably believes in good faith such Force Majeure shall continue (the “Force Majeure Period”). For the duration of the Force Majeure Period, to the extent TRMC is prevented from delivering and receiving Coke equal to the full Minimum Coke Handling Commitment for reasons of Force Majeure, then TRMC’s obligation to receive the Minimum Coke Handling Commitment or pay any Shortfall Payment shall be reduced proportionately. At such time as TLO is capable of handling the full Minimum Coke Handling Commitment, TRMC’s obligation to deliver and receive the full the full Minimum Coke Handling Commitment or pay Shortfall Payments shall be restored. Notwithstanding the above, TRMC shall not be able to reduce the Minimum Coke Handling Commitment and the ability to make Shortfall Payments shall not be applicable to the extent that any Force Majeure event affecting TLO arises by reason of TRMC’s failure to maintain or promptly repair any machinery or equipment owned by TRMC used to deliver Coke into the Carson Coke Handling Facility. If TLO advises in any Force Majeure Notice that it reasonably believes in good faith that the Force Majeure Period shall continue for more than twelve (12) consecutive Months, then, at any time after TLO delivers such Force Majeure Notice, either Party may terminate this Agreement, but only upon delivery to the other Party of a notice (a “Termination Notice”) at least twelve (12) Months prior to the expiration of the Force Majeure Period; provided, however, that such Termination Notice shall be deemed cancelled and of no effect if the Force Majeure Period ends prior to the expiration of such twelve (12) Month period.
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Definitions and Notice 
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Related to Definitions and Notice

  • Definitions and Basic Provisions The following definitions and basic provisions shall be used in conjunction with and limited by the reference thereto in the provisions of this lease:

  • Certain Additional Definitions As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(iv) Agreement Preamble Balance Sheet Date 3.6(a) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Notice 12.3(a) Closing 2.2 Closing Balance Sheet 2.4(b) Closing Date 2.2 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f) Common Stock 3.3(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Company Benefit Plan 3.16(a) Company Disclosure Schedule Article III Company Financial Statements 3.6(a) Company Indemnified Parties 7.1(a) Company Organizational Documents 3.2(a) Company Pre-Closing Certificate 2.4(a) Company Representatives 6.1 Current Balance Sheet 3.6(a) DDT Preamble Dispute Notice 2.4(c)(ii) Effective Date Preamble Escrow Agent 2.3(d) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iii) Estimated Closing Cash 2.4(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(a) Leased Real Property 3.12(b) Liability Claim 12.3(a) Listed Contracts 3.15(a) Litigation Conditions 12.3(b) Major Customers 3.21(b) Major Suppliers 3.21(a) Mini-Basket 12.4(b) Negative Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder Pay-Off Agreements 6.4(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(ii) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(h) Review Period 2.4(c)(ii) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(a) Shareholders’ Representative Expense Fund 2.3(e) Shares Recitals Specified Accounting Principles 2.4(a) Stock Options 3.3(a) ***** 12.4(c) Threshold Amount 12.4(b)

  • Definitions and References Capitalized terms not otherwise defined herein have the meanings assigned in the Credit Agreement. All references to the Credit Agreement contained in the Collateral Documents and the other Loan Documents, as amended or amended and restated, shall, upon the execution of this Amendment, mean the Credit Agreement as amended by this Amendment.

  • Certain Additional Defined Terms In addition to such terms as are defined in the opening paragraph of and the recitals to this Agreement and in Section 1.1, the following terms are used in this Agreement as defined in the Sections set forth opposite such terms: Defined Term Section Reference ------------ -----------------

  • Definition of the Terms “Business Day”, “Affiliate” and “Subsidiary”. For purposes of this Agreement, (a) “business day” means each Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close, and (b) “affiliate” and “subsidiary” have the meanings set forth in Rule 405 under the Securities Act.

  • Definitions and Usage Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A hereto, which also contains rules as to usage that shall be applicable herein.

  • Additional Definitions The following terms have the meanings given below:

  • Definitions and Interpretive Provisions 4 1.1 Definitions 4 1.2 Interpretive Provisions 6

  • Definitions and Rules of Construction 1.1 Unless otherwise defined herein, the following capitalized terms shall have the following meanings:

  • Definitions and Terms Section 1.1

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