Following up on my post about the date that is (here), here’s another bit of clutter that occurs in references to time—the phrase during the period. Like the date that is, it occurs in more than 10,000 contracts filed on EDGAR in the past year. Here are some examples, as tweaked by me:
The Partnership will furnish to each Underwriter, without charge,
during the period when[read whenever] a prospectus relating to the Units is … required to be delivered under the 1933 Act, such number of copies …
a period of[read the] 180 days from the date of the Prospectus, …
… the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement …
during the periodfrom the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii). The Company further warrants and agrees that during the period within which[read For as long as] the rights represented by this Warrant may be exercised, the Company will at all times…
But the phrase during that period is appropriate is a different matter, as it’s used not to establish a period but instead to refer to a period established elsewhere in the contract:
provided that at all times during that period the Company or the Guarantor is contesting such possession or appointment in good faith and diligently; …
… on the basis of the largest number of units outstanding
at any timeduring the[read that] period for which such compensation is being computed.
4 thoughts on ““During the Period””
Interesting stuff. This is very closely tied to the post on “the date that”, and underneath the bonnet the issues seem very much the same – it is about expressing time clearly and avoiding day-count ambiguities.
For the 3rd example, we could use a “within” structure – “Within 180 days of the date of the Prospectus”, which I think is more natural. It also resolves better (I think) the question of whether the date of the Prospectus is counted in the 180 days.
For the 4th, we could say “between the relevant Early Termination Date and the date for payment…”, which is admittedly much the same as your version but I only suggest it because it seems a little more natural. There is, however, some question (in both versions) about whether the date for payment itself is counted. The most obvious solution is to change “to” in your version to “up to and including” (or “up to but not including”/”up to and including the day before…”).
The 1st example now reads a bit like it refers to the number of units in issue while someone is actually in the process of computing the compensation. I think the original is actually like your 6th (acceptable) example – it is a reference to a period that has been established elsewhere. The drafting might benefit from a “Compensation Period” definition.
In the 5th example, “while” could be misread as “although”. I would say “at any time when”, which is admittedly still a bit wordy.
Again, my aim with this post is to eliminate some clutter. Whether a reference to time is inclusive or exclusive is a different matter.
I agree with Westmorlandia that your first replacement is textually problematic. When I read it, I thought that you meant the period during which some number-cruncher is doing the computation. Re-reading it, I can’t actually come up with the intended meaning without ignoring some words or adding others or ignoring the rules of English.
The period for which compensation is to be computed must have already been described (because this sentence does not tell us what the period is). That makes it ripe for a reference like your sixth example. So, I’d probably re-write it like this: “… on the basis of the largest number of units outstanding during that period.” If there was any question about what period was being referenced, then it might be time for a defined term.
Also, it struck me that the “at any time” is unnecessary and possibly there just for rhetorical emphasis. So I removed it.
Your comment prompted me to actually focus on Westmorlandia’s comment. I’ve adjusted the first example and moved it to the bottom.