Assignment of Downstream Transportation Contract Interests Sample Clauses

Assignment of Downstream Transportation Contract Interests. 24 6.10 Negotiation of Gathering Agreement 24 ARTICLE 7 BG’S CONDITIONS TO CLOSING 24 7.1 Representations 24 7.2 Performance 24 7.3 No Legal Proceedings 24 7.4 Environmental Defects 24 7.5 HSR Act 25 7.6 Consent and Waivers 25 7.7 Purchase and Sale Agreement 25 7.8 Closing Deliverables 25 7.9 No Material Event 25 7.10 No Material Adverse Effect 25 7.11 Gathering Agreements 25 ARTICLE 8 EXCO’S CONDITIONS TO CLOSING 25 8.1 Representations 25 8.2 Performance 26 8.3 No Legal Proceedings 26 TABLE OF CONTENTS Page 8.4 Environmental Defects 26 8.5 HSR Act 26 8.6 Consent and Waivers 26 8.7 Purchase and Sale Agreement 26 8.8 Closing Deliverables 26 8.9 No Material Event 26 8.10 Gathering Agreements 26 ARTICLE 9 CLOSING 27 9.1 Date of Closing 27 9.2 Place of Closing 27 9.3 Closing Obligations 27 9.4 Records 28 ARTICLE 10 ACCESS / DISCLAIMERS 29 10.1 Access 29 10.2 Confidentiality 30 10.3 Disclaimers 30 ARTICLE 11 CASUALTIES; TRANSFER RESTRICTIONS 32 11.1 Intentionally Omitted 32 11.2 Intentionally Omitted 32 11.3 Casualty or Condemnation Loss 32 11.4 Preferential Purchase Rights and Consents to Assign 33 ARTICLE 12 ENVIRONMENTAL MATTERS 34 12.1 Environmental Defects 34 12.2 NORM, Wastes and Other Substances 37 ARTICLE 13 SURVIVAL, INDEMNIFICATION 38 13.1 Intentionally Omitted 38 13.2 Indemnities of EXCO 38 TABLE OF CONTENTS Page 13.3 Indemnities of BG 38 13.4 Limitation on Liability 39 13.5 Express Negligence 39 13.6 Exclusive Remedy 40 13.7 Indemnification Procedures 40 13.8 Survival 42 13.9 Non-Compensatory Damages 43 13.10 Exclusion of Certain Matters 43 ARTICLE 14 TERMINATION, DEFAULT AND REMEDIES 43
Sample 1
AutoNDA by SimpleDocs
Assignment of Downstream Transportation Contract Interests. Following the Closing, the Parties agree to cause Talco and their respective affiliates, EPC and BG Energy Merchants, as applicable, to comply with the terms of Exhibit D hereto with respect to the downstream transportation contracts described therein.
Sample 1

Related to Assignment of Downstream Transportation Contract Interests

  • Sub-Contracting JHSS may subcontract for the performance hereof, provided, however, that (a) upon engagement of any such subcontractor, and at least annually thereafter, JHSS discloses to the Board the financial terms of such subcontract and a summary of the services provided to the Fund pursuant to such subcontract, and (b) JHSS shall be as fully responsible to the Fund for any acts or omissions of any such subcontractor as JHSS is for its own acts and omissions.

  • Deed; Xxxx of Sale; Assignment To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “xxxx of sale” or “assignment” of the assets and interests referenced herein.

  • Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each, an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace period.

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • ASSIGNMENT AND SUB-CONTRACTING 10.01 Except as provided in Section 10.03 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party.

  • Gas Contracts No Credit Party, as of the date hereof or as disclosed to the Administrative Agent in writing, (a) is obligated in any material respect by virtue of any prepayment made under any contract containing a “take-or-pay” or “prepayment” provision or under any similar agreement to deliver Hydrocarbons produced from or allocated to any of the Borrower’s and its Subsidiaries’ Oil and Gas Properties at some future date without receiving full payment therefor at the time of delivery or (b) except as has been disclosed to the Administrative Agent, has produced gas, in any material amount, subject to balancing rights of third parties or subject to balancing duties under Legal Requirements.

  • Equipment; Leasehold (a) All material items of equipment and other tangible assets owned by or leased to the Company are adequate for the uses to which they are being put, are in good condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the Company's business in the manner in which such business is currently being conducted.

  • Approval of Leases, Contracts, Etc In fulfilling its duties to Owner, Manager may and hereby is authorized to enter into any leases, contracts or agreements on behalf of Owner in the ordinary course of the management, operation, maintenance and leasing of the Property.

  • DESCRIPTION OF LEASES AND WELL LOCATIONS 1. WELL LOCATION

  • Interconnection If Manager desires to interconnect a portion of the Service Area Network with another carrier and Sprint PCS can interconnect with that carrier at a lower rate, then to the extent permitted by applicable laws, tariffs and contracts, Sprint PCS may arrange for the interconnection under its agreements with the carrier and if it does so, Sprint PCS will xxxx the interconnection fees to Manager.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!