ASSIGNMENT OF PARTICIPATING INTEREST Sample Clauses

ASSIGNMENT OF PARTICIPATING INTEREST. 28.1 Subject to the terms of this Article and other terms of this Contract, any Party comprising the Contractor may assign, or transfer, a part or all of its Participating Interest, with the prior written consent of the Government, which consent shall not be unreasonably withheld, provided that the Government is satisfied that: (a) the prospective assignee or transferee is of good standing, has the capacity and ability to meet its obligations hereunder, and is willing to provide an unconditional undertaking to the Government to assume its Participating Interest share of obligations and to provide guarantees in respect thereof as provided in the Contract; (b) the prospective assignee or transferee is not a company incorporated in a country with which the Government, for policy reasons, has restricted trade or business; (c) the prospective assignor or transferor and assignee or transferee respectively are willing to comply with any reasonable conditions of the Government as may be necessary in the circumstances with a view to ensuring performance under the Contract; and (d) the assignment or transfer will not adversely affect the performance or obligations under this Contract or be contrary to the interests of India. 28.1.1 Subject to Article 28.7, nothing in this Article 28 shall prevent a Party comprising the Contractor from assigning or transferring a part or all of its Participating Interest to an Affiliate, with the approval of the Management Committee, provided that; a) the assignee provides an irrevocable, unconditional bank guarantee from a reputed bank of good standing in India, acceptable to the Government, in favour of the Government, for the amount specified in Article 29.2, in a form provided at Appendix-G; b) the assignee provides a parent financial and performance guarantee issued by the guarantor which furnished the guarantee pursuant to Article 29 in respect of the assignor Party’s obligations under this Contract in favour of the Government, of the performance of such Affiliate assignee of its obligations under this Contract; c) the prospective Affiliate is not a company incorporated in a country with which the Government, for policy reason, has restricted trade or business; and d) the assignment will not adversely affect the performance or obligations under this Contract or be contrary to the interest of India. 28.2 In case of any change in the status of a Company or its shareholding resulting in a change in: a) the control of the Company; ...

ASSIGNMENT OF PARTICIPATING INTEREST. 28.1 Subject to the terms of this Article and other terms of this Contract, any Party comprising the Contractor may assign, or transfer, a part or all of its Participating Interest, with the prior written consent of the Government, which consent shall not be unreasonably withheld, provided that the Government is satisfied that: (a) the prospective assignee or transferee is of good standing, has the capacity and ability to meet its obligations hereunder, and is willing to provide an unconditional undertaking to the Government to assume its Participating Interest share of obligations and to provide guarantees in respect thereof as provided in the Contract; (b) the prospective assignee or transferee is not a company incorporated in a country with which the Government, for policy reasons, has restricted trade or business; (c) the prospective assignor or transferor and assignee or transferee respectively are willing t o comply with any reasonable conditions of the Government as may be necessary in the circumstances with a view to ensuring performance under the Contract; and (d) the assignment or transfer will not adversely affect the performance or obligations under this Contract or be contrary to the interests of India. (e) the prospective assignor or transferor of small size onland block having Contract Area less than 200 xx.xx has completed the Minimum Work Programme committed under first Exploration Phase as specified in Article 5.2 and 5.2.1.

ASSIGNMENT OF PARTICIPATING INTEREST. 23.1 A Party may assign its Participating interest or a part thereof. The assignment agreement shall contain provisions stipulating that the assignee shall be bound by this Agreement and the conditions of the Production License with subsequent amendments and supplements. Before the obligatory work commitment pursuant to the Production Licence has been carried out a Party cannot, without the consent of the management committee, assign its Participating interest or part thereof to others than an Affiliated company. 23.2 A Party which has entered into an assignment agreement concerning its Participating interest or part thereof, shall notify [the Manager]/[the State, care of the Ministry,] of the price and other terms agreed between the Party and another Party or third Party. 23.3 [The Manager]/[The State, care of the Ministry,] may take over the whole Participating interest at the price and on the conditions agreed. Notice of exercise of this pre-emptive right shall be given to the Party no later than 40 days following the receipt of a notification according to Article 23.

ASSIGNMENT OF PARTICIPATING INTEREST. 43.1.1 Contractor shall not directly or indirectly sell, assign, transfer, convey or otherwise dispose of its rights or interests related to this Contract to third parties prior to the Effective Date. 43.1.2 A Contractor Party shall not sell, assign, transfer, convey or otherwise dispose of its rights or interests or obligations under this Contract to any third party, directly or indirectly, without the prior written consent of Staatsolie, which consent shall not be unreasonably withheld.

ASSIGNMENT OF PARTICIPATING INTEREST. Subject to the terms of this Article and other terms of this Contract, any Party comprising the Contractor may assign, or transfer, a part or all of its Participating Interest, with the prior written consent of the Government, which consent shall not be unreasonably withheld, provided that the Government is satisfied that:

ASSIGNMENT OF PARTICIPATING INTEREST. Subject to the terms of this Agreement, GGR India hereby agrees to assign and transfer to RGM and RGM hereby agrees to accept, the Participating Interest.

ASSIGNMENT OF PARTICIPATING INTEREST. 41 23.1 A Party may assign its Participating interest or a part thereof. The assignment agreement shall contain provisions stipulating that the assignee shall be bound by this Agreement and the conditions of the Production License with subsequent amendments and supplements. 41 23.2 A Party which has entered into an assignment agreement concerning its Participating interest or part thereof, shall notify the Manager of the price and other terms agreed between the Party and another Party or third party. 41 23.3 The Manager may take over the whole Participating interest at the price and on the conditions agreed. Notice of exercise of this pre-emptive right shall be given to the Party no later than forty (40) days following the receipt of a notification according to Article 23.2. 41 23.4 After the exercise of a pre-emptive right or the completion of another assignment, the Party shall notify the management committee with no undue delay of the assignment. If the assignment agreement contains other terms than those notified to the Manager by the assignor, the provisions in Article 23.2 shall apply accordingly. 41 23.5 If the Operator assigns its Participant interest or a substantial part thereof, the Operator shall notify the management committee of the assignment without undue delay after the assignment agreement has been entered into. 41 23.6 If the Ministry approves or appoints a new operator in accordance with Article 23.5, the Operator shall resign from its position as Operator as soon as the assignment has been completed, unless the Ministry decides otherwise. 42

ASSIGNMENT OF PARTICIPATING INTEREST. 35.1. Subject to the terms of this Article and other terms of this Agreement, any Company(s) constituting the Contractor may assign, or transfer, a part or all of its Participating Interest, with the prior written consent of the PRDC provided that the PRDC is satisfied that:- a) the prospective assignee or transferee is of good standing, has the capacity and ability to meet its obligations hereunder, and is willing to provide an unconditional undertaking to the PRDC to assume its Participating Interest share of obligations and to provide guarantees in respect thereof as provided in this Agreement; b) the prospective assignee or transferee is not a company incorporated in a country with which the Government, for policy reasons, has restricted trade or business; c) the prospective assignor or transferor and assignee or transferee, respectively, are willing to comply with any reasonable conditions imposed by the PRDC as may be necessary in the circumstances, with a view to ensuring performance under this Agreement; and d) the assignment or transfer will not adversely affect the performance or obligations under this Agreement or be contrary to the interests of the Government. 35.2. Subject to Article 35.7, nothing in this Article shall prevent a Company(s) constituting the Contractor, from assigning or transferring a part or all of its Participating Interest to an Affiliate, on the advice of the Advisory Committee and as approved by the PRDC, provided that:-criteria set out above. 35.3. In case of any change in the status of a Company(s) or its shareholding, resulting in a change in: a) the control of the Company(s); or b) its relationship with the Company(s) providing the Guarantee under Article 10.1(a)m and (b); the Company(s) shall seek the approval of the PRDC and the PRDS for assigning the Participating Interest under the changed circumstances and the provisions of this Article 34 shall apply, mutatis mutandis, to the obtaining of such approval.

ASSIGNMENT OF PARTICIPATING INTEREST. In case the default continues for a period of a hundred and eighty (180) days and the amounts set forth in Article 10.04 are not enough for the complying PARTIES to recover the sums owed plus interest, each one of the complying PARTIES shall have the option to demand that the PARTY in default immediately assign to them its whole PARTICIPATING INTEREST. Should said option be exercised by more than one complying PARTY, the PARTY in default shall immediately assign its PARTICIPATING INTEREST to each one of them in proportion to the PARTICIPATING INTERESTS they respectively have in the total amount of PARTICIPATING INTERESTS of all the complying PARTIES that have exercised the option. In any case, the value of the assignment shall be the amount of the debt being paid off thereby. The complying PARTY or PARTIES that decide to exercise the option before mentioned shall notify their decision to the PARTY in default and to all the other PARTIES expressly stating that their intention to have access to the PARTICIPATING INTEREST of the PARTY in default is exercised pursuant to the provisions of this Article 10.

ASSIGNMENT OF PARTICIPATING INTEREST. This Assignment of Participating Interest (“Assignment”), dated as of the day of , 2008, is from KENNECOTT EXPLORATIONS (AUSTRALIA) LTD., a Delaware corporation (“Assignor”), to BXXXXXX GOLD FINANCE, INC., a Delaware corporation whose address for purposes of this Assignment is (“Assignee”).