Buyer Take Event Sample Clauses

Buyer Take Event. If, during any Month, Buyer fails for any reason (other than Force Majeure or any other reason excusing performance of Buyers obligation to take Committed Gas hereunder) to take one hundred percent (100%) of the quantities set forth in Sellers Estimate as adjusted in accordance with Sections 3.5(b) and 3.5(c) (defined as a "Buyer Take Event") and made available for delivery by Seller, then Buyer shall give Seller such notice as may be reasonably practicable under the circumstances to facilitate Seller's ability to sell such untaken Committed Gas, and, for the remainder of such Month, such untaken Committed Gas shall be released to Seller and made available for sale to third parties. In addition, Buyer shall pay Seller an amount (the "Buyer Payment") equal to the product of (i) the positive difference between (x) the Contract Price that Buyer would have paid Seller for the quantities of Committed Gas not taken by Buyer and (y) the price per MMBtu received by Seller from the sale of such quantities and (ii) the positive difference between (x) the quantities of Committed Gas included in Seller's Estimate for such Month, as adjusted pursuant to Sections 3.5(b) and 3.5(c), and (y) the quantities of Committed Gas taken by Buyer during such Month. It is agreed that no standard of "commercial reasonableness" (whether express or implied at common law or by statute) shall be required of Seller in making any sale of untaken Committed Gas. Seller's only commitment is to seek to contact by telephone or other means three unaffiliated marketers or potential purchasers of gas, time permitting, in an endeavor to achieve the highest prices reasonably obtainable under the circumstances, including without limitation, proposed sales volumes and location of Delivery Points(s). If Seller is unable to sell any part of the untaken Committed Gas to a third party, Seller shall receive no Buyer Payment for the quantities of untaken Committed Gas not sold. All Buyer Payments shall be payable as provided in Article VIII. Nothing herein shall be construed as relieving Buyer from liability for an Imbalance Charge arising under Section 11.3.
Sample 1
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Buyer Take Event. If, during any Month, Buyer fails for any reason (other than Force Majeure or any other reason excusing performance of Buyer's obligation to take Committed Gas hereunder) to take one hundred percent (100%) of the quantities set forth in Seller's Estimate as adjusted in accordance with Sections 3.5(b) and 3.5(c) (defined as a "Buyer Take Event") and made available for delivery by Seller, then Buyer shall give Seller such notice as may be reasonably practicable under the circumstances to facilitate Seller's ability to sell such untaken Committed Gas, and, for the remainder of such Month, such untaken Committed Gas shall be released to Seller and made available for sale to third parties. In addition, Buyer shall pay Seller an amount (the "Buyer Payment") equal to the product of (i) the
Sample 1

Related to Buyer Take Event

  • Company Not Surviving Following Exchange Event If the Exchange Event results in the Company not continuing as a publicly held reporting entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration as the holders of the Common Stock will receive in with the Exchange Event, for the number of shares such holder is entitled to pursuant to Section 3.1 above.

  • Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

  • Terminating Event A “Terminating Event” shall mean any of the events provided in this Section 3:

  • Effect of Common Stock Change Event (A) If there occurs:

  • Delisting Event A “Delisting Event” occurs if the American Depositary Shares are delisted from a securities exchange on which the American Depositary Shares were listed and the Company has not listed or applied to list the American Depositary Shares on any other securities exchange.

  • Remedies Upon Event of Default, Fundamental Transaction and Change of Control Transaction If any Event of Default or a Fundamental Transaction or a Change of Control Transaction occurs, the outstanding principal amount of this Note, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. Commencing on the Maturity Date and also five (5) days after the occurrence of any Event of Default interest on this Note shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by Bxxxxxxx. In connection with such acceleration described herein, the Holder need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Hxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

  • After a Change in Control (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death.

  • Notice of Common Stock Change Events The Company will provide notice of each Common Stock Change Event to Holders, the Trustee and the Conversion Agent no later than the Business Day after the effective date of such Common Stock Change Event.

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Flip-in Event (a) Subject to Subsection 3.1(b) and Section 5.1, if prior to the Expiration Time a Flip-in Event occurs, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such consummation or occurrence, an event of a type analogous to any of the events described in Section 2.3 shall have occurred).

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