Make-good Provisions Sample Clauses
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Make-good Provisions. 1.4.1 Party A represents and warrants that the minimum coal output of the Target Company during the twelve months after the completion of the Modification Registration as described in Section 1.3.3 (the “Output Period”) shall be not less than 150,000 metric tons (the “Minimum Output”). The Minimum Output shall be verified by Party B, which verification shall occur within 45 business days after the end of the Output Period. In the event that the Target Company does not achieve the Minimum Output, Party A shall transfer, or cause to be transferred, additional amount of equity interests of the Target Company equal to 16.67% of the Transferred Equity Interests (the “Output Make-good Equity Interests”) to Party B for no additional consideration within 30 business days after Party B’s verification of the Minimum Output (the “Transfer Deadline”). In the event Party A cannot complete the transfer of the Output Make-good Equity Interests to Party B by the Transfer Deadline, Party A shall pay to Party B, as liquidated damages, an amount equal to 16.67% of the Consideration within 30 business days from the Transfer Deadline, and Party A shall have no further obligations to transfer or cause to be transferred the Output Make-good Equity Interests to Party B.
1.4.2 Party A represents and warrants that as of the Effective Date, the coal reserves of the mine presently operated by the Target Company, Shuangrui Coal Mine, shall be no less than 2,000,000 metric tons as determined in accordance with the standards of Guide 7 of the Securities Act Industry Guides issued by the United States Securities and Exchange Commission (the “Minimum Reserves”). The Minimum Reserves shall be verified by Party B through J▇▇▇ ▇. ▇▇▇▇ Company or such other independent geology consultant of comparable reputation to be appointed by Party B, which verification shall occur within 120 business days from the Effective Date. In the event the coal reserves of the Shuangrui Coal Mine are less than the Minimum Reserves, than at any time within five years following the Effective Date, Party A shall transfer or caused to be transferred an additional amount of equity interests of the Target Company equal to 16.67% of the Transferred Equity Interests (the “Reserves Make-good Equity Interests”) to Party B for no additional consideration within 30 business days after Party B’s request for such transfer (the “Transfer Deadline”). In the event Party A cannot complete the transfer of the Reserves Make-good Equ...
Make-good Provisions. Lessor shall keep and maintain in good and tenantable condition and repair, the roof, exterior walls, structural parts of the Property, pipes and conduits outside the Property for the furnishing to the Property of various utilities (except to the extent that the same are the obligation of the appropriate public utility company) provided, however, that the Lessor shall not be required to make repairs necessitated by reason of the negligence of the Lessee or anyone claiming under the Lessee, or by reason of the failure of the Lessee to perform or observe any conditions or agreements in this Lease and Operating Agreement contained, or caused by alterations, additions, or improvements made by the Lessee or anyone claiming under the Lessee. Anything to the contrary notwithstanding contained in this Lease and Operating Agreement, the Lessor shall not in any way be liable to the Lessee for failure to make repairs as herein specifically required unless the Lessee has previously notified the Lessor, in writing, of the need for such repairs and the Lessor has failed to commence and complete said repairs within a reasonable period of time following receipt of the Lessee's written notification. All such repairs made, whether done by the Lessor or the Lessee, shall be made and completed in accordance with the laws, rules, regulations and orders of all governmental authorities having jurisdiction thereof and with least interference to the business and activities of the other party thereto, and the party making such repairs shall not cause any conflict with any union contract to which the Lessor may then be a party. Notwithstanding anything herein contained to the contrary, all reasonable out-of-pocket costs of making repairs hereunder shall be deemed an offset against the obligations due to Lessor under paragraph numbered 6 hereof.
Make-good Provisions. 1.4.1 Party A represents and warrants that the minimum coal output of the Target Company during the twelve months after the completion of the Modification Registration as described in Section 1.3.3 (the “Output Period”) shall be not less than 150,000 metric tons (the “Minimum Output”). The Minimum Output shall be verified by Party B, which verification shall occur within 45 business days after the end of the Output Period.
1.4.2 Party A represents and warrants that as of the Effective Date, the coal reserves of the mine presently operated by the Target Company, Shunli Coal Mine, shall be no less than 2,000,000 metric tons as determined in accordance with the standards of Guide 7 of the Securities Act Industry Guides issued by the United States Securities and Exchange Commission (the “Minimum Reserves”). The Minimum Reserves shall be verified by Party B through an independent geology consultant of good reputation to be appointed by Party B, which verification shall occur within 120 business days from the Effective Date. In the event that the coal reserves of the Shunli Coal Mine is less than 20% of the Minimum Reserves, Party B shall have the right to cancel this Agreement and Party A shall refund Party B all of the Consideration paid to Party A through the time of such cancellation, including the Deposit.