Diversion Event definition

Diversion Event means any event that will prevent the arrival and discharge of a nominated coal vessel in sufficient time to permit AES Hawaii to be continuously dispatched according to the terms of this Fuel Supply Protocol without interruption until a subsequent or replacement AES Hawaii coal vessel is expected to be loaded and arrive for discharge at Kalaeloa Xxxxxx’x Point Harbor.
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Diversion Event means any instance of Diversion that occurs on or after January 1, 2025 at a specific retail location in a specific city (or in the event that any such retail location is not inside the boundaries of a city, such smaller regional definition, such as a village, town or township) in a specific month; provided, that any instance of Diversion of the same Licensed Product at a specific retailer (which could include multiple retail locations of such retailer) in a specific city in a specific month shall be considered one (1) Diversion Event; provided, further that any instance of Diversion by a specific retailer online or via e-commerce channels shall be deemed an instance of Diversion at a specific retail location in a specific city. For illustration purposes, the sale or offer for sale of five (5) different Licensed Products on or after January 1, 2025 at a specific retailer in a specific city that is outside a Permitted Field in a specific month shall be considered five (5) Diversion Events, whereas an instance of a single Licensed Product being sold or offered for sale on or after January 1, 2025 at five (5) retail locations of the same retailer in the same city in the same month shall be considered one (1) Diversion Event. Similarly, the sale or offer for sale of five (5) different Licensed Products on or after January 1, 2025 by a specific retailer solely online or via e-commerce channels that is outside a Permitted Field in a specific month shall be considered five (5) Diversion Events, whereas an instance of a single Licensed Product being sold or offered for sale on or after January 1, 2025 by the same retailer solely online or via e-commerce channels in the same month shall be considered one (1) Diversion Event. Notwithstanding the foregoing, in no event shall the sale or offer for sale of any Licensed Product by or on behalf of (a) Kellanova or any member of its Group in the applicable geographic boundaries specified in Schedule 6 or (b) WKKC or any member of its Group in the applicable geographic areas specified in Schedule 6, in each case, constitute a Diversion Event.
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Diversion Event means an event where any Product is diverted to any country (or sub-jurisdictional unit specifically identified in any Agreement) outside of the applicable prescribed Territory in any manner by any Person (whether Licensee, any Affiliate of Licensee, any trading partner or Customer of the Product or other third party).
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Examples of Diversion Event in a sentence

  • All costs of a diversion audit in connection with a known or suspected Diversion Event shall be paid by Licensee.

  • The liquidated damages set out in this Section 10.2 shall be the sole and exclusive monetary remedy of a Harmed Party in respect of a Diversion Event by a Diversion Party that is otherwise compliant with Section 10.1.

  • The obligation of Licensee to pay damages described in this section is (i) absolute and indefeasible adosend (ii) not contingent on any showing of willfulness on the part of any party (including Licensee) in connection with any Diversion Event.

  • If Xxxxxx becomes aware of any Diversion Event or otherwise forms a reasonable belief that a Diversion Event has occurred in the course of such audit (and such known or suspected Diversion Event was not previously disclosed to Gilead by Licensee), then Licensee shall pay to Gilead all costs of such audit.

  • Note that both the use of electricity per capita and the deflator at the source and recipient countries (in the remittance flow) allow us to test the altruism hypothesis (hypothesis one), whereas the use of electricity per capita at the recipient country should provide evidence in favor or against the investment hypothesis (an estimated negative sign for the destination effect for electricity use per capita would be consistent with hypothesis two).

  • In addition to the regular audits described above, in the event of a known or suspected Diversion Event, Gilead shall be entitled to conduct an audit of Licensee’s orders, books, records, facilities, and other information (including but not limited to interviews with employees of Licensee) to the extent relating to the Diversion Event at issue.

  • The Harmed Party shall provide the Diversion Party with a written statement signed by the Harmed Party providing reasonable evidence concerning the suspected Diversion Event(s), including, at a minimum the name of the Customer of the Diversion Party responsible for the Diversion Event, date(s) and location(s) of the Diversion Event and photo or other digital evidence of the Diversion Event(s).

  • The obligation of Licensee to pay damages described in this section (i) is absolute and indefeasible and (ii) is not contingent on any showing of willfulness on the part of any party (including Licensee) in connection with any Diversion Event.

  • Hematological toxicities are among the most common adverse effects that occur in CRC patients treated with chemotherapeutic agents (Hu et al., 2012).

  • With respect to each Project, (i) no event, condition or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect has occurred and is continuing and (ii) no Cash Diversion Event has occurred and is continuing and there are no facts, events or circumstances on the Closing Date that could reasonably be expected to give rise to a Cash Diversion Event.


More Definitions of Diversion Event

Diversion Event shall have the meaning specified in Section 5.2.1.
Sample 1
Diversion Event means any instance of Diversion at a specific retail location in a specific city (or in the event that any such retail location is not inside the boundaries of a city, such smaller regional definition, such as a village, town or township) in a specific month; provided, that any instance of Diversion of the same Licensed Product at a specific retailer (which could include multiple retail locations of such retailer) in a specific city in a specific month shall be considered one (1) Diversion Event. For illustration purposes, the sale or offer for sale of five (5) different Licensed Products at a specific retailer in a specific city that is outside a Permitted Field in a specific month shall be considered five (5) Diversion Events, whereas an instance of a single Licensed Product being sold or offered for sale at five (5) retail locations of the same retailer in the same city in the same month shall be considered one (1) Diversion Event. Notwithstanding the foregoing, in no event shall the sale or offer for sale of any Licensed Product by or on behalf of (a) Kellanova or any member of its Group in the applicable geographic boundaries specified in Schedule 6 or (b) WKKC or any member of its Group in the applicable geographic areas specified in Schedule 6, in each case, constitute a Diversion Event.
Sample 1

Related to Diversion Event

  • Exclusion Event means an event or related events resulting in the exclusion of the Borrower or any Subsidiary from participation in any Medical Reimbursement Programs.

  • Conversion Event means the cessation of use of (i) a Foreign Currency both by the government of the country which issued such currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community, (ii) the ECU both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities or (iii) any currency unit (or composite currency) other than the ECU for the purposes for which it was established.

  • Realization Event means (i) the consummation of a Sale of the Company; or (ii) any transaction or series of related transactions in which the Investor sells at least 50% of the Shares directly or indirectly acquired by it (from the Company or otherwise) and at least 50% of the aggregate of all Investor Investments.

  • Suspension Event As defined in Section 5(b) hereof.

  • Disposition Event means any merger, consolidation or other business combination of the Corporation, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer), unless, following such transaction, all or substantially all of the holders of the voting power of all outstanding classes of Common Stock and series of Preferred Stock that are generally entitled to vote in the election of Directors prior to such transaction or series of transactions, continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such transaction or series of transactions in substantially the same proportions as immediately prior to such transaction or series of transactions.

  • Succession Event means an event such as a merger, consolidation, amalgamation, transfer of assets or liabilities, demerger, spin-off or other similar event in which one entity succeeds to the obligations of another entity, whether by operation of law or pursuant to any agreement. Notwithstanding the foregoing, “Succession Event” shall not include an event in which the holders of obligations of the Reference Entity exchange such obligations for the obligations of another entity, unless such exchange occurs in connection with a merger, consolidation, amalgamation, transfer of assets or liabilities, demerger, spin-off or other similar event.

  • Valuation Event means an event in which the Company at any time during a Valuation Period takes any of the following actions:

  • Application Event means the occurrence of (a) a failure by Borrowers to repay all of the Obligations in full on the Maturity Date, or (b) an Event of Default and the election by Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to Section 2.4(b)(iii) of this Agreement.

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Public event means any event that can be attended by the

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • Reduction Event means any of the following:

  • Put Event means the occurrence of:

  • Notification Event means (a) the occurrence of a “reportable event” described in Section 4043 of ERISA for which the 30-day notice requirement has not been waived by applicable regulations issued by the PBGC, (b) the withdrawal of any Loan Party or ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient to pay all plan liabilities, (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC or any Pension Plan or Multiemployer Plan administrator, (e) any other event or condition that would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (f) the imposition of a Lien pursuant to the IRC or ERISA in connection with any Employee Benefit Plan or the existence of any facts or circumstances that could reasonably be expected to result in the imposition of a Lien, (g) the partial or complete withdrawal of any Loan Party or ERISA Affiliate from a Multiemployer Plan (other than any withdrawal that would not constitute an Event of Default under Section 8.12), (h) any event or condition that results in the reorganization or insolvency of a Multiemployer Plan under Sections of ERISA, (i) any event or condition that results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by the PBGC of proceedings to terminate or to appoint a trustee to administer a Multiemployer Plan under ERISA, (j) any Pension Plan being in “at risk status” within the meaning of IRC Section 430(i), (k) any Multiemployer Plan being in “endangered status” or “critical status” within the meaning of IRC Section 432(b) or the determination that any Multiemployer Plan is or is expected to be insolvent or in reorganization within the meaning of Title IV of ERISA, (l) with respect to any Pension Plan, any Loan Party or ERISA Affiliate incurring a substantial cessation of operations within the meaning of ERISA Section 4062(e), (m) an “accumulated funding deficiency” within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA) or the failure of any Pension Plan or Multiemployer Plan to meet the minimum funding standards within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA), in each case, whether or not waived, (n) the filing of an application for a waiver of the minimum funding standards within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA) with respect to any Pension Plan or Multiemployer Plan, (o) the failure to make by its due date a required payment or contribution with respect to any Pension Plan or Multiemployer Plan, (p) any event that results in or could reasonably be expected to result in a liability by a Loan Party pursuant to Title I of ERISA or the excise tax provisions of the IRC relating to Employee Benefit Plans or any event that results in or could reasonably be expected to result in a liability to any Loan Party or ERISA Affiliate pursuant to Title IV of ERISA or Section 401(a)(29) of the IRC, or (q) any of the foregoing is reasonably likely to occur in the following 30 days.

  • Index Cessation Event means, with respect to an Applicable Benchmark, (a) a public statement or publication of information by or on behalf of the Administrator of the Applicable Benchmark announcing that it has ceased or will cease to provide the Applicable Benchmark permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider, as applicable, that will continue to provide the Applicable Benchmark; or (b) a public statement or publication of information by the regulatory supervisor for the Administrator of the Applicable Benchmark, the central bank for the currency of the Applicable Benchmark, an insolvency official with jurisdiction over the Administrator for the Applicable Benchmark, a resolution authority with jurisdiction over the Administrator for the Applicable Benchmark or a court or an entity with similar insolvency or resolution authority over the Administrator for the Applicable Benchmark, which states that the Administrator of the Applicable Benchmark has ceased or will cease to provide the Applicable Benchmark permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide the Applicable Benchmark.

  • Dissolution Event means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding up of the Company (excluding a Liquidity Event), whether voluntary or involuntary.

  • Trigger Event shall have the meaning specified in Section 14.04(c).

  • Distribution Event means any insolvency, bankruptcy, receivership, liquidation, reorganization or similar proceeding (whether voluntary or involuntary) relating to the Company or its property, or any proceeding for voluntary or involuntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy.

  • Amortization Event has the meaning specified in Article IX.

  • Fund Disruption Event means any of the following events, as determined by the Determination Agent in its reasonable discretion:

  • XXXX Event means if there are any Mortgaged Properties at any time, any increase, extension of the maturity or renewal of any of the Commitments or Loans (including any incremental credit facility hereunder, but excluding (i) any continuation or conversion of Borrowings, (ii) the making of any Revolving Loans or (iii) the issuance, renewal or extension of Letters of Credit).

  • Termination Event means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

  • Benchmark Transition Event means the occurrence of one or more of the following events with respect to the then-current Benchmark:

  • MREL Disqualification Event means that, at any time, all or part of the outstanding nominal amount of Securities is or will be excluded fully or partially from the eligible liabilities available to meet the MREL Requirements provided that: (a) the exclusion of a Series of such Securities from the MREL Requirements due to the remaining maturity of such Securities being less than any period prescribed thereunder, does not constitute a MREL Disqualification Event; (b) the exclusion of all or some of a Series of Securities due to there being insufficient headroom for such Securities within a prescribed exception to the otherwise applicable general requirements for eligible liabilities does not constitute a MREL Disqualification Event; and (c) the exclusion of all or some of a Series of Securities as a result of such Securities being purchased by or on behalf of the Issuer or as a result of a purchase which is funded directly or indirectly by the Issuer, does not constitute a MREL Disqualification Event.

  • Covenant Suspension Event has the meaning assigned to it in Section 3.22(b).

  • Severe Disruption Event means any event specified as such in the Final Terms.