Trigger Conditions Sample Clauses

Trigger Conditions. 5.1 The Indemnified Party shall not be entitled to recover under this Schedule in respect of any claim for Environmental Losses in relation to any Protected Matter unless one or more of the following has occurred or exists in relation to that Protected Matter: (a) the formal service or commencement of Environmental Proceedings or a written threat of Environmental Proceedings or the receipt of a formal written notice from an Environmental Authority requiring action to be taken pursuant to Applicable Environmental Laws or any Environmental Agreement; or (b) subject to the application of the Criteria either: (i) the existence of or the threat of significant harm to human health at the Relevant Property or of significant harm to the Environment and/or human health off the Relevant Property; or (ii) the existence of a significant risk of liability for a Relevant Protected Person under Applicable Environmental Laws or any Environmental Agreement. 5.2 Where following a Covenant Claim under one of the Trigger Conditions of paragraph 5.1(b): (a) (i) whether or not that Trigger Condition has been satisfied, is not agreed and has not yet been determined under the Expert Procedure or (ii) where such agreement or determination in (iii) has been made but the Remedial Works or other measures have not been substantially commenced; and (b) the relevant Environmental Authority or third party is, or becomes aware of the existence of the harm to health or the Environment or the risk of liability under laws (as appropriate to the particular Covenant Claim) and either (i) confirms in writing or (ii) by its behavior (whether by act or omission) in the absence of such written confirmation the parties (acting reasonably) believe that no action (including any Remedial Works) is required in relation to the issue giving rise to the Covenant Claim within the applicable time period in the Criteria in paragraph 1.1(g)(v), the Two Independent Experts or the Third Independent Expert shall be instructed to determine that the Trigger Condition has not been satisfied in relation to such Covenant Claim; and in the case of 5.2(a)(ii) the Indemnifying Party shall have no further liability in respect of that part of that Covenant Claim, provided that in relation to any Pre-Close Non-compliance, to the extent that any Covenant Claim results from breach not including an Immaterial Breach of any relevant Environmental Permit, the Trigger Condition in paragraph (b)(ii) shall be deemed to have been m...
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Trigger Conditions. 5.1 The Indemnified Party shall not be entitled to recover under this Schedule in respect of any claim for Environmental Losses in relation to any Protected Matter unless one or more of the following has occurred or exists in relation to that Protected Matter: (a) the formal service or commencement of Environmental Proceedings or a written threat of Environmental Proceedings or the receipt of a formal written notice from an Environmental Authority requiring action to be taken pursuant to Applicable Environmental Laws or any Environmental Agreement; or (b) subject to the application of the Criteria either:
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Trigger Conditions. The JVCo shall not be entitled to claim under the relevant indemnity at paragraph 2 of this schedule 13 in respect of a relevant matter unless the JVCo or the applicable Terra Company or Kemira Company has received a Claim in respect of that relevant matter in relation to: (a) the presence on or before Completion of any Hazardous Substance in soil, groundwater or surface water at or the migration of any such Hazardous Substance at or from a Kemira Property or a Terra Property as applicable; or (b) a release into soil or groundwater or surface water of any Hazardous Substance on or before Completion caused or knowingly permitted by a Kemira Company or the Terra Company or in respect of which a Kemira Company or the Terra Company may have any liability as applicable under Environmental Law or under any Pre-Completion Kemira Environmental Indemnity or any Pre-Completion Terra Environmental Indemnity as the case may be, (the “Trigger Condition").
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Related to Trigger Conditions

  • Prior Conditions Satisfied All conditions set forth in §10 shall continue to be satisfied as of the date upon which any Loan is to be made or any Letter of Credit is to be issued.

  • Weather Conditions The Contractor will be required to protect all work and materials against damage or injury from the weather. If, in the opinion of the County, any work or materials shall have been damaged or injured by reason of failure to protect such, all such materials or work shall be removed and replaced at the expense of the Contractor.

  • Payment Conditions The price of the whole accommodation service booked is always payable by the Guest in advance, at the latest upon arrival in the hotel. Set-off by the Guest is excluded unless the set- off relates to an undisputed or legally confirmed claim. Valid means of payment are cash in Euros, EC card, Master Card, Visa Card, Diners Card and American Express. For payment settlement we use the 3D Secure 2.0 system for secure and additional customer authorisation. For further information on data processing for payment transactions see xxxxx://xxx.xxxxx-xxx.xxx/en/data-privacy/.

  • Market Conditions Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer. The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.

  • SUPERIOR CONDITIONS 21.01 All existing benefits, rights, privileges, practices, terms or conditions of employment which may be considered to be superior to those contained herein and which are set out in Appendix 4 are specifically retained by this Agreement unless otherwise agreed by the local parties. The parties agree to remove from Appendix 4 those superior conditions which no longer have application. Where the parties cannot agree on whether a superior condition continues to have application, the issue will be reduced to a grievance and referred to arbitration. 21.02 The Union and the Participating Hospitals agree to establish a committee consisting of two (2) representatives of the Union and two (2) representatives of the Participating Hospitals to review the superior conditions appendices in each of the participating hospitals. This committee will report to their respective negotiating committees prior to the next round of central negotiations.

  • Test conditions 6.1.1. The test shall be performed on a flat, dry concrete or asphalt surface affording good adhesion. 6.1.2. The ambient temperature shall be between 0°C and 45°C. 6.1.3. The horizontal visibility range shall allow the target to be observed throughout the test.

  • Other Conditions 4.1 The Bank may at any time vary, modify or amend the terms and conditions of the Program as it may, in its reasonable discretion, think fit, and the Cardholder shall be bound by such variations and amendments after such variations and amendments have been communicated to the Cardholder. 4.2 Any abuse or fraud in respect of the issuance of Points or redemption of Rewards (including any Points transfer to designated airlines’ programmes), may result in the cancellation of accrued Points and any Rewards already issued. 4.3 Without prejudice to any of the Bank’s rights and remedies, the Bank is entitled, at any time, in its reasonable discretion with reasonable notice, to terminate the Program or withdraw, cancel or invalidate any Reward and/ or Points already issued. 4.4 The Bank is not liable if it is unable to perform its obligations under these terms and conditions, due directly or indirectly to the failure of any machine or communication system, industrial dispute, war, Act of God, or anything outside the control of the Bank, its agents or any third party. The Bank shall not be responsible for any delay in the transmission to the Bank of evidence of Retail Purchases by the participating merchants or any other third party. 4.5 The Cardholder hereby authorizes the Bank to disclose information regarding himself/herself and his/her Card Account(s) to such third parties as the Bank deems necessary for the purposes of the Program. 4.6 The Bank’s records of all matters relating to this program are conclusive and binding on the Cardholder, save in the case of the Bank’s manifest or clerical error. The Bank is entitled to, for any reason and at any time, with reasonable notice, suspends the calculation or accrual of Points to rectify any errors in the calculation, or otherwise adjust such calculation. 4.7 The Bank’s decision on all matters relating to the Program shall be final and binding on the Cardholder. 4.8 Any redemption of any Reward shall be governed by the Citi ThankYou Rewards Program Terms and Conditions as amended from time to time.

  • Termination Conditions Such license shall not be terminated or its exploitation enjoined, until and unless: (i) Hitachi has committed a material breach of its obligations under this IP License Agreement, Opto-Device has given written notice of such breach to Hitachi and such breach remains uncured after the Cure Period, or, in the case of a breach, which cannot be cured within such Cure Period, Hitachi has not instituted within such Cure Period steps necessary to remedy the default and/or thereafter has not diligently pursued the same to completion; or (ii) such a material breach is incurable. In the event the breach is a curable breach that cannot be cured within the Cure Period but with respect to which Hitachi has instituted steps necessary to remedy the default and is thereafter diligently pursuing such cure, both parties shall negotiate to determine whether further pursuit of such cure is reasonable. If the parties cannot agree on a resolution in such negotiations, then this issue shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to decide whether such breach can be cured or any other alternative remedy should be adopted. In the event the breach is an incurable breach, the parties agree that the matter shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to determine the appropriate remedy. In the event that either party submits the dispute to arbitration, both parties shall cooperate in such binding arbitration in accordance with Exhibit B.

  • Actions to Satisfy Closing Conditions Each Party shall take all such actions as are within its power to control, and shall use its best efforts to cause other actions to be taken which are not within its power to control, so as to ensure compliance with any conditions set forth in this Agreement which are for the benefit of itself or any other Party.

  • Adverse Weather Conditions Except in emergency conditions, the Employer shall not require an employee to work outside under extreme weather conditions.

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