Fuels Compliance Sample Clauses

Fuels Compliance. (i) From and after Closing, (i) for fuels shipped on and after Closing, Buyer shall be responsible for all Fuel Compliance Obligations and (ii) for fuels shipped prior to Closing, Seller shall be responsible for all Fuel Compliance Obligations (such obligations of Seller, “Pre-Closing Fuel Compliance Obligations”). Seller or its Subsidiaries shall submit by the relevant deadline all filings required by the Fuel Regulations associated solely with the Pre-Closing Fuel Compliance Obligations, and shall provide a copy, or other such proof, of each such filing to Buyer. (ii) In the event either party (the “Complying Party”) may be required by applicable Fuel Regulations to use Fuel Credits to comply with any Fuel Compliance Obligations that, as set forth in Section 7.05(c)(i), are the responsibility of the other party (the “Obligated Party”), prior to using such credits, the Complying Party shall use reasonable efforts to allow the Obligated Party to provide it with Fuel Credits that satisfy, in whole or in part, such Fuel Compliance Obligations. To the extent the Obligated Party’s Fuel Compliance Obligations are not satisfied in whole by Fuel Credits provided by the Obligated Party, the Obligated Party shall reimburse the Complying Party for the cost of any Fuel Credits the Complying Party used to satisfy such Fuel Compliance Obligations (at the Obligated Party’s election, either in the form of Fuel Credits or the monetary equivalent in U.S. dollars (which cost, in the case of Fuel Credits used by the Complying Party which it already owns, shall be at the fair market value of such Fuel Credits)), provided the Complying Party submits to the Obligated Party a written request for reimbursement with sufficient supporting evidence of having used such Fuel Credits and the value thereof. (iii) In the event Buyer, at any time prior to the earlier of (A) the completion and entry into operation of the cumene project described on Section 1.01(a) of the Seller Disclosure Schedule or (B) December 31, 2011, notifies Seller that it is required by applicable Fuel Regulations to use Fuel Credits to comply with any Fuel Compliance Obligations that, as set forth in Section 7.05(c)(i), are Buyer’s responsibility, Seller agrees to sell to Buyer such Fuel Credits as Buyer may reasonably require in order to satisfy, in whole or in part, such Fuel Compliance Obligations which arise from operations in the Ordinary Course of Business at a cost for such Fuel Credits equal to the fair ma...
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Fuels Compliance. (a) Xxxxxxxx HoldCo shall cause the members of the Company Group to take all actions needed to comply with and satisfy, all obligations under the Fuel Credit Programs for all periods prior to the Closing (“Pre-Closing Fuel Obligations”), including by causing the members of the Company Group to create, maintain and retain records needed for compliance, to calculate applicable renewable volume obligations in accordance with 40 C.F.R. § 80.1407 accurately and completely, to file all reports required to be filed with the Environmental Protection Agency and the California Air Resources Board and to retire RINs or other applicable credits, or deliver to New Parent sufficient RINs or other applicable credits, required to demonstrate compliance with the Pre-Closing Fuel Obligations by the applicable compliance dates set by the Environmental Protection Agency or the California Air Resources Board for the year to which such obligations apply. At the Closing, Xxxxxxxx HoldCo shall cause the Company Group to possess RINs that are sufficient to satisfy a minimum of seventy five percent (75%) of the Company Group’s unsatisfied Pre-Closing Fuel Obligations for the portion of the calendar year (the “RINs Closing Compliance Period”) that elapses prior to the Closing (the “RINs Volume Requirement”). To the extent that it is determined following the Closing that Xxxxxxxx Holdco did not meet the RINs Volume Requirement, Xxxxxxxx HoldCo shall reimburse New Parent for all costs that New Parent or the Company Group incurs as a result of the RINs Volume Requirement shortfall, including the price of any RINs purchased by New Parent to make up for the RINs Volume Requirement shortfall. New Parent will take commercially reasonable efforts to minimize the amount that Xxxxxxxx HoldCo would be required to reimburse New Parent for any such shortfall. To the extent that it is determined following the Closing that any Pre-Closing Fuel Obligations have not been fully satisfied in respect of any period other than the RINs Closing Compliance Period, Xxxxxxxx HoldCo shall deliver sufficient RINs to New Parent to satisfy such shortfall, or reimburse New Parent for any such shortfall obligations. Following the Closing, Xxxxxxxx HoldCo shall provide, and shall cause its Affiliates to provide, any information in the possession of Xxxxxxxx HoldCo or its Affiliates that is reasonably requested by New Parent and necessary to file any reports or satisfy any other obligations under the Fuel Credit Pro...
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Fuels Compliance. BP Products shall be responsible for all Fuel Compliance Obligations arising any time prior to the Effective Time and all Fuel Compliance Obligations for which Buyer is not liable pursuant to this Section 18.2. The Refinery shall not create a benzene deficit within the meaning of 40 C.F.R. § 80.1230(c) for the gasoline benzene annual averaging period (or portion thereof) immediately prior to the Effective Time, nor shall the Refinery carry forward a benzene deficit from that averaging period (or portion thereof). The Refinery shall not create a sulfur compliance deficit within the meaning of 40 C.F.R. § 80.205(e) for the gasoline sulfur annual averaging period (or portion thereof) immediately prior to the Effective Time, nor shall the Refinery carry forward a sulfur compliance deficit from that averaging period (or portion thereof). From and after the Effective Time, the Buyer shall be responsible for all Fuel Compliance Obligations arising (whether as a result of shipping, production, blending or otherwise) any time at or after the Effective Time, except to the extent such Fuel Compliance Obligations are the direct result of any Seller Company’s actions or failure to act in compliance with its obligations under this Section 18.2 or any breach of a representation or warranty by the Seller Companies. Notwithstanding any of the foregoing, BP Products shall not exceed a maximum average gasoline benzene concentration of 1.30 volume percent at the Refinery during the period commencing on July 1, 2012 and ending at the Effective Time, and Buyer shall not exceed a maximum average gasoline benzene concentration of 1.30 volume percent at the Refinery during the period commencing at the Effective Time and ending on December 31, 2013. BP Products and Buyer will reasonably cooperate with each other to make available to the other such information and data as the other may reasonably require to comply with all Fuel Compliance Obligations.
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Fuels Compliance. From and after Closing, for fuels shipped on and after Closing, Buyer shall be responsible for all Fuel Compliance Obligations, including any Fuels Credits and Fuel Credit deficits attributable to fuels shipped on and after Closing. For fuels shipped prior to Closing, Seller shall be responsible for all Fuel Compliance Obligations, including any Fuels Credits and any Fuels Credit deficits that may exist attributable to fuels shipped before Closing (such obligations of Seller, “Pre-Closing Fuel Compliance Obligations”). After the Inventory Statement is finalized pursuant to Section 2.08(d), Seller or its Subsidiaries shall submit by the relevant deadline all filings required by the Fuel Regulations or necessary to balance any Fuels Credit deficits to the extent associated with the Pre-Closing Fuel Compliance Obligations, and shall provide a copy, or other such proof, of each such filing to Buyer.
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Fuels Compliance 
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Related to Fuels Compliance

  • CEQA Compliance The District has complied with all assessment requirements imposed upon it by the California Environmental Quality Act (Public Resource Code Section 21000 et seq. (“CEQA”) in connection with the Project, and no further environmental review of the Project is necessary pursuant to CEQA before the construction of the Project may commence.

  • FERPA Compliance In connection with all FERPA Records that Contractor may create, receive or maintain on behalf of University pursuant to the Underlying Agreement, Contractor is designated as a University Official with a legitimate educational interest in and with respect to such FERPA Records, only to the extent to which Contractor (a) is required to create, receive or maintain FERPA Records to carry out the Underlying Agreement, and (b) understands and agrees to all of the following terms and conditions without reservation:

  • OSHA Compliance To the extent applicable to the services to be performed under this Agreement, Contractor represents and warrants, that all articles and services furnished under this Agreement meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Law (Public Law 91-596) and its regulations in effect or proposed as of the date of this Agreement.

  • FCPA Compliance The Company has not and, to the best of the Company’s knowledge, none of its employees or agents at any time during the last five years have (i) made any unlawful contribution to any candidate for foreign office, or failed to disclose fully any contribution in violation of law, or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof.

  • CRA Compliance Neither Buyer nor any Buyer Subsidiary has received any notice of non-compliance with the applicable provisions of the CRA and the regulations promulgated thereunder. As of the date hereof, Buyer Sub received a CRA rating of “satisfactory” or better from the FDIC in its most recent examination. Buyer knows of no fact or circumstance or set of facts or circumstances which would be reasonably likely to cause Buyer or any Buyer Subsidiary to receive any notice of non-compliance with such provisions or cause the CRA rating of Buyer or any Buyer Subsidiary to decrease below the “satisfactory” level.

  • HIPAA Compliance If this Contract involves services, activities or products subject to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Contractor covenants that it will appropriately safeguard Protected Health Information (defined in 45 CFR 160.103), and agrees that it is subject to, and shall comply with, the provisions of 45 CFR 164 Subpart E regarding use and disclosure of Protected Health Information.

  • Program Compliance The School Board shall be responsible for monitoring the program to provide technical assistance and to ensure program compliance.

  • AML Compliance The Dealer Manager represents to the Company that it has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA Conduct Rules, Exchange Act Regulations and the USA PATRIOT Act, specifically including, but not limited to, Section 352 of the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act,” and together with the USA PATRIOT Act, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the offering and sale of the Offered Shares. The Dealer Manager further represents that it is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act, and the Dealer Manager hereby covenants to remain in compliance with such requirements and shall, upon request by the Company, provide a certification to the Company that, as of the date of such certification (a) its AML Program is consistent with the AML Rules and (b) it is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act.

  • DBE/HUB Compliance The Engineer’s subcontracting program shall comply with the requirements of Attachment H of the contract (DBE/HUB Requirements).

  • ETHICS COMPLIANCE All Bidders/Contractors and their employees must comply with the requirements of Sections 73 and 74 of the Public Officers Law, other State codes, rules, regulations and executive orders establishing ethical standards for the conduct of business with New York State. In signing the Bid, Bidder certifies full compliance with those provisions for any present or future dealings, transactions, sales, contracts, services, offers, relationships, etc., involving New York State and/or its employees. Failure to comply with those provisions may result in disqualification from the Bidding process, termination of contract, and/or other civil or criminal proceedings as required by law.

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