True-Up Period. All annual cost savings during the Guarantee Period shall be calculated from an anniversary date of July 1st to coincide with the first day of School District’s Fiscal Year. The period after the Acceptance Date and before the July 1st subsequent to ECM Implementation shall be known as the “True-Up Period”. All guaranteed savings achieved during the True-Up Period shall be accounted for in Schedule C (Energy Savings Guarantee) and, if applicable, shall cover any corresponding annual payments required to be made by the School District during the True-Up Period.

True-Up Period. The parties acknowledge that (i) Medbrook has advanced certain funds to Purchaser as described in Schedule 11.1, (ii) Medbrook may inadvertently pay certain obligations assumed by Purchaser pursuant to the terms of this Agreement, (iii) Purchaser may inadvertently pay certain obligations of Medbrook not assumed by Purchaser, and (iv) one party may receive a payment that is the property of the other. Therefore, every thirty (30) days after the Effective Date (for a total period of ninety (90) days (the "True-up Period)) each party agrees to prepare and send to the other party a schedule of payments made and received which were the obligation or property of the other party. The party owing money to the other shall make payment in full within five (5) days after each party receives the schedule from the other party.

True-Up Period. During the period from Closing to April 14, 2008 (the "True-Up Period"), any payments for Accounts Receivable actually received by the Company in excess of the Minimum Accounts Receivable Amount ("Post-Closing Accounts Receivable Receipts") shall be held by the Company for the benefit of Seller. During the True-Up Period, any payments made by the Company with respect to any liabilities required to be paid or otherwise satisfied by Seller pursuant to this Agreement ("Post-Closing Liability Payments"), shall be for the account of Seller. No later than April 24, 2008, (i) the Copmany shall pay to Seller the amount by which Post-Closing Accounts Receivable Receipts exceed Post-Closing Liability Payments, or (ii) Seller shall pay to the Company the amount by which Post-Closing Liability Payments exceed Post-Closing Accounts Receivable Receipts. This Section 8.14 shall have no effect on the representation and warranty of Seller set forth in Section 3.7 nor Seller's obligations under Section 5.7 or any resulting indemnification obligations of Seller pursuant to Section 7.2 as a result of any inaccuracy of breach thereof, but is intended to provide an administrative mechanism to account for the receipt by the Company during the True-Up Period of any Accounts Receivables that are the property of Seller and the payment by the Company during the True-Up Period of any accounts payable that are the obligation of Seller.

True-Up Period. On the date that is twenty (20) Trading Days from the Financing Event that the Conversion Shares delivered by the Company to the Subscriber become Free Trading, there shall be a true-up period of 10 business days from the share issuance date. If the Conversion Price as of the True-Up Date is less than the Conversion Price sold in the Financing Event, the Company shall deliver additional Conversion Shares (“True-Up Shares”) to the Subscriber as specified.

True-Up Period. All annual cost savings during the Guarantee Period shall be calculated from an anniversary date of July 1st to coincide with the first day of City’s Fiscal Year. The period after the Acceptance Date and before the July 1st subsequent to ECM Implementation shall be known as the “True-Up Period.” All guaranteed savings achieved during the True-Up Period shall be accounted for in Schedule C (Energy Savings Guarantee) and, if applicable, shall cover any corresponding annual payments required to be made by the City during the True-Up Period.

Related to True-Up Period

Lock-Up Period Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4.
PRORATION PERIOD The Tenant: (check one)
Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.
HSR Waiting Period The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated.
Break Period All employees working in full time (7 or 7.5 hour) positions shall be permitted a fifteen (15) minute rest period both in the first half and the second half of a shift.
Xxxxx Period After payment of the first Dues, the Subscriber is entitled to a grace period of 30 days for the payment of any Dues due. During this grace period, the Agreement will remain in force. However, the Subscriber will be liable for payment of Dues accruing during the period the Agreement continues in force.
Allocations During the Early Amortization Period During the Early Amortization Period, an amount equal to the product of (A) the Principal Allocation Percentage and (B) the Series 1997-1 Allocation Percentage and (C) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date, shall be allocated to the Series 1997-1 Certificateholders and retained in the Collection Account until applied as provided herein; provided, however, that after the date on which an amount of such Collections equal to the Adjusted Invested Amount has been deposited into the Collection Account and allocated to the Series 1997-1 Certificateholders, such amount shall be first, if any other Principal Sharing Series is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the related Distribution Date, and second paid to the Holders of the Transferor Certificates only if the Transferor Amount on such date is greater than the Required Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.
Billing Period The calendar month shall be the standard period for all charges and payments under this Agreement. On or before the fifteenth (15th) day following the end of each month, Seller shall render to Buyer an invoice for the payment obligations incurred hereunder during the preceding month, based on the Energy Delivered in the preceding month, and any RECs deposited in Buyer’s GIS account or a GIS account designated by Buyer to Seller in writing in the preceding month. Such invoice shall contain supporting detail for all charges reflected on the invoice, and Seller shall provide Buyer with additional supporting documentation and information as Buyer may request.
Waiting Period All full-time employees who are actively working and have completed thirty (30) days service shall be enrolled for the coverages and benefits set forth in this Exhibit as a condition of employment.
Clean-Up Period (a) Notwithstanding anything to the contrary set forth herein or in any other Loan Document, during the Clean-Up Period, the occurrence of any breach of a representation, covenant or an Event of Default (other than an Event of Default set out in Section 9.1(a)) will be deemed not to be a breach of a representation or warranty or a breach of a covenant or an Event of Default, as the case may be, if it would have been (if it were not for this provision) a breach of representation or warranty or a breach of a covenant or an Event of Default only by reason of circumstances relating exclusively to, with respect to any Permitted Acquisition or other Permitted Clean-Up Investment (or the subsidiaries of such target), the target of such Permitted Acquisition or Permitted Clean-Up Investment, and provided that such breach or Event of Default: (i) is capable of being remedied within the Clean-Up Period and the Loan Parties are taking appropriate steps to remedy such breach or Event of Default; (ii) does not have and is not reasonably likely to have a Material Adverse Effect; and (iii) was not procured by or approved by Holdings or the Borrowers. (b) Notwithstanding Section 9.6(a), if the relevant circumstances are continuing on or after the expiry of the Clean-Up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies of the Agents and the Lenders). (c) For the avoidance of doubt, if any breach of representation or warranty, breach of covenant or Event of Default shall be deemed to not exist due to Section 9.6(a) during the Clean-Up Period, then such breach of representation or warranty, breach of covenant or Event of Default shall be deemed not to exist for purposes of Section 5.2 for so long as (but in no event later than the end of the Clean-Up Period) such breach of representation or warranty, breach of covenant or Event of Default shall be deemed not to exist due to the provisions of Section 9.6(a).

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