Back-in rights Sample Clauses

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Back-in rights. With regard to each Solely Owned Segment, from and after the applicable Net Profits Trigger Date for such Solely Owned Segment, the SOS Owners shall be deemed to have granted to those remaining Owners who did not participate in the funding of such Solely Owned Segment (collectively, the “Non-Participating Owners” and, individually, a “Non-Participating Owner”) a contractual Net Profits Interest in the Solely Owned Segment, such that the SOS Owners and each Non-Participating Owners shall thereafter receive future cash payments from the SOS Owners of such Solely Owned Segment equal to the product of the future Net Profits, if any, attributable to such Solely Owned Segment times such Non-Participating Owner’s then current Ownership Interest in the Gathering System (expressed as a percentage); provided, however, that such Net Profits Interest shall (i) constitute only a contractual right to the Non-Participating Owner(s) to receive payment of the Net Profits from such Solely Owned Segment, and (ii) neither constitute, nor shall any such Non-Participating Owner be entitled to seek or claim, any record or beneficial right, title or other ownership interest in or to such Solely Owned Segment; and (iii) to the extent an IRR calculation must be done hereunder, the SOS Owners shall make such IRR calculation on or before each May 1 following an IRR Calculation Date (even though the calculation, itself, will be to determine whether such applicable IRR has been achieved by the prior December 31st IRR Calculation Date), and to the extent the IRR calculation results in a determination that the 25% IRR target has been achieved and, therefore, the Net Profits Trigger Date (being the January 1 of the same Calendar Year) had occurred, then such SOS Owner shall pay, within ten (10) business days thereafter, to the Non-Defaulting Owners. Thereafter, the SOS Owner shall make a calculation of Net Profits with regard to such Solely Owned Segments annually (“Net Profits Calculation Date”) and pay any Net Profits due to the Non-Participating Owners within ten (10) business days after such Net Profits Calculation Date. Notwithstanding the above, if after the Net Profits Trigger Date for a Solely Owned Segment the SOS Owners thereof pay additional capital relative to the Solely Owned Segment, no further Net Profits will be due or accrue until the SOS Owners achieve a 25% IRR with regarding thereto. To the extent that the SOS Owners pay to the Non-Participating Owners more in Net Prof...
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Back-in rights. Western will not mine or remove ores, minerals or metals from any concession comprised in the Properties, except in non-commercially saleable quantities for the purpose of sampling, testing and assaying, without first providing to Kennecott:
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Back-in rights. Effective as of the third anniversary of the Effective Date of this Agreement, the Optionor shall have the "back-in" right to acquire an undivided eighty percent (80%) beneficial and legal interest in the Property by paying the following to the Optionee: (a) 3.0 times the Expenditures for Exploration and Development actually paid by the Optionee;
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Back-in rights 
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Related to Back-in rights

  • Step-In Rights 11.1 Without prejudice to the provisions of Schedule 4 (Performance Management) or to any remedy that the Authority may have (whether under this Agreement or otherwise): 11.1.1 where the Authority reasonably believes that the Operator’s failure to provide any part of the Services to the relevant Service Level or otherwise in accordance with this Agreement has an adverse, material impact on the business of the Authority or on the running of the Scheme; 11.1.2 where the Authority reasonably believes that the Operator is about to commit such a failure which, if committed, would have such an impact; 11.1.3 where the Authority considers it necessary in order to carry out any of its statutory obligations, functions or other duties; 11.1.4 on the occurrence of a Force Majeure Event; or 11.1.5 on the occurrence of an Insolvency Event in respect of the Operator, the Authority may, by giving such written notice to the Operator as the Authority considers reasonable in the circumstances, exercise its right under Clause 11.2. 11.2 In the circumstances set out in Clause 11.1 the Authority may make arrangements for the Authority to provide and perform itself or through another contractor, such part of the Services as it decides in its discretion. Where any failure on the Operator's part is, in the reasonable opinion of the Authority, due to the failure of the Operator's management or supervisory staff to perform their work adequately or at all, or is due to the absence or insufficiency of such staff, the Authority may cause the relevant Services to be managed and supervised by the Authority's own staff, or the staff of another contractor. 11.3 Where the Authority exercises its right pursuant to Clause 11.2, the Operator shall:- 11.3.1 provide the Authority and Authority Personnel such access as is necessary for the Authority to exercise its right; 11.3.2 grant and procure that any Sub-Contractor or relevant third party grants the Authority such licences as are reasonably required (for itself or a contractor appointed to perform the step-in services) for the purposes of the Authority exercising its right; 11.3.3 afford (and procure that its Sub-Contractors afford) to the Authority (and any contractor appointed to perform the step-in services) such co-operation and access to any of the Operator's Intellectual Property, the Third Party Intellectual Property, Operator systems, premises, equipment, documents, information or other items as are reasonably required for the purposes of exercising its right; and 11.3.4 indemnify and keep indemnified the Authority from and against all Losses arising in connection with the exercise of its rights pursuant to this Clause 11.

  • Registration Rights; Rights of Participation Except as set forth on Schedule 6(b) to the Registration Rights Agreement, the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority which has not been satisfied. Except as set forth on Schedule 6(b) to the Registration Rights Agreement, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.

  • No Preemptive Rights, Registration Rights or Options Except as described in the Disclosure Package and the Prospectus, there are no (i) preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity interests in the Partnership Entities or (ii) outstanding options or warrants to purchase any securities of the Partnership Entities. Neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership.

  • Registration Rights Granted The Company hereby grants registration rights to the Purchaser pursuant to a Registration Rights Agreement dated as of even date herewith between the Company and the Purchaser.

  • March-in Rights The Performer agrees that, with respect to any subject invention in which it has retained title, DARPA has the right to require the Performer, an assignee, or exclusive licensee of a subject invention to grant a non-exclusive license to a responsible applicant or applicants, upon terms that are reasonable under the circumstances, and if the Performer, assignee, or exclusive licensee refuses such a request, DARPA has the right to grant such a license itself if DARPA determines that: 1. Such action is necessary because the Performer or assignee has not taken effective steps, consistent with the intent of this Agreement, to achieve practical application of the subject invention; 2. Such action is necessary to alleviate health or safety needs which are not reasonably satisfied by the Performer, assignee, or their licensees; 3. Such action is necessary to meet requirements for public use and such requirements are not reasonably satisfied by the Performer, assignee, or licensees; or 4. Such action is necessary because the agreement required by paragraph (H) of this Article has not been obtained or waived or because a licensee of the exclusive right to use or sell any subject invention in the United States is in breach of such Agreement.