Common use of Carried Costs Balance Payment Clause in Contracts

Carried Costs Balance Payment. At any time from and after the thirty-month anniversary of the Closing Date until the Carry Termination Event, Noble, upon five Business Days written notice to CONSOL (the “Balance Election Notice”), shall have the right (but not the obligation) to elect to pay the Carried Costs Balance as a lump sum payment, as applicable (such payment, the “Carried Costs Balance Payment”). Promptly following the delivery of the Balance Election Notice by Noble, but in any event within five Business Days following such delivery, Noble shall pay the Carried Costs Balance Payment by wire transfer of immediately available funds to the Carried Cost Balance Account designated and controlled (subject to the obligations of CONSOL to withdraw such funds solely for the purpose hereafter described) by CONSOL promptly following CONSOL’s receipt of the Balance Election Notice. Upon CONSOL’s receipt of the Carried Costs Balance Payment, Noble’s and its Affiliates’ obligation to pay Carried Costs shall be deemed to be fully satisfied, the Carry Termination Event shall be deemed to have occurred and Noble shall have no right to the return of the Carried Cost Balance. Notwithstanding anything in this Agreement to the contrary, any funds held in the Carried Costs Balance Account (exclusive of interest, which notwithstanding the fact that the payment of the requisite funds into the Carried Costs Balance Account, shall be allocated and distributed 100% to Noble) shall, prior to the termination of the Tax Partnership pursuant to Section 7.1 of the Tax Partnership Agreement, be used solely to pay Drilling and Completion Costs of CONSOL incurred pursuant to Development Operations and Area-Wide Operations in the same amount and manner as the funds provided by Noble to pay Carried Costs in accordance with Section 7.1(b) would have been used pursuant to this Agreement had the Carried Costs Balance Payment not been made and the Carry Termination Event not occurred.

Carried Costs Balance Payment. At any time from and after the thirty-month anniversary of the Closing Date until If the Carry Termination EventEvent has not occurred on or prior to the date that is 30 months after the Closing Date, Noblethen, at any time thereafter, Mitsui, upon five Business Days written notice to CONSOL SM (the “Balance Election Notice”), shall have the right (but not the obligation) (the “Carried Costs Balance Right”) to elect to pay the Carried Costs Balance as a lump sum payment, as applicable (such payment, the “Carried Costs Balance Payment”). Promptly following the delivery of the Balance Election Notice by NobleMitsui, but in any event within five Business Days following such delivery, Noble Mitsui shall pay to SM the Carried Costs Balance Payment by wire transfer of immediately available funds to the Carried Cost Balance Account designated and controlled (subject account specified by SM in writing to the obligations of CONSOL to withdraw such funds solely for the purpose hereafter described) by CONSOL Mitsui promptly following CONSOLSM’s receipt of the Balance Election NoticeNotice (the “Carried Costs Balance Account”). Upon CONSOLSM’s receipt of the Carried Costs Balance Payment, Noble’s and its Affiliates’ obligation to pay Carried Costs shall be deemed to be fully satisfied, Payment the Carry Termination Event shall be deemed to have occurred and Noble shall have no right to the return of the Carried Cost Balancefor all purposes hereunder. Notwithstanding anything in this Agreement to the contrary, any funds held in the Carried Costs Balance Account (exclusive of interest, which notwithstanding the fact that the payment of the requisite funds into the Carried Costs Balance Account, shall be allocated and distributed 10050% to NobleSM and 50% to Mitsui) shall, prior to the termination of the Tax Partnership pursuant to Section 7.1 of the Tax Partnership Agreement, be used solely to pay Drilling and Completion Eligible Costs of CONSOL SM incurred pursuant to Development Operations and Area-Wide Operations in the same amount and manner as the funds provided by Noble Mitsui to pay Carried Costs in accordance with Section 7.1(b) would have been used pursuant to this Agreement had the Carried Costs Balance Payment not been made and the Carry Termination Event not occurred.

Carried Costs Balance Payment. At any time from and after the thirty-month anniversary of the Closing Date until If the Carry Termination EventEvent has not occurred on or prior to the date that is 30 months after the Closing Date, Noblethen, at any time thereafter, Mitsui, upon five Business Days written notice to CONSOL SM (the “Balance Election Notice”), shall have the right (but not the obligation) (the “Carried Costs Balance Right”) to elect to pay the Carried Costs Balance as a lump sum payment, as applicable (such payment, the “Carried Costs Balance Payment”). Promptly following the delivery of the Balance Election Notice by NobleXxxxxx, but in any event within five Business Days following such delivery, Noble Mitsui shall pay to SM the Carried Costs Balance Payment by wire transfer of immediately available funds to the Carried Cost Balance Account designated and controlled (subject account specified by SM in writing to the obligations of CONSOL to withdraw such funds solely for the purpose hereafter described) by CONSOL Mitsui promptly following CONSOLSM’s receipt of the Balance Election NoticeNotice (the “Carried Costs Balance Account”). Upon CONSOLSM’s receipt of the Carried Costs Balance Payment, Noble’s and its Affiliates’ obligation to pay Carried Costs shall be deemed to be fully satisfied, Payment the Carry Termination Event shall be deemed to have occurred and Noble shall have no right to the return of the Carried Cost Balancefor all purposes hereunder. Notwithstanding anything in this Agreement to the contrary, any funds held in the Carried Costs Balance Account (exclusive of interest, which notwithstanding the fact that the payment of the requisite funds into the Carried Costs Balance Account, shall be allocated and distributed 10050% to NobleSM and 50% to Mitsui) shall, prior to the termination of the Tax Partnership pursuant to Section 7.1 of the Tax Partnership Agreement, be used solely to pay Drilling and Completion Eligible Costs of CONSOL SM incurred pursuant to Development Operations and Area-Wide Operations in the same amount and manner as the funds provided by Noble Xxxxxx to pay Carried Costs in accordance with Section 7.1(b) would have been used pursuant to this Agreement had the Carried Costs Balance Payment not been made and the Carry Termination Event not occurred.

Carried Costs Balance Payment. At any time from and after the thirty-month anniversary of the Closing Date until the Carry Termination Event, Noble, upon five Business Days written notice to CONSOL (the “Balance Election Notice”), shall have the right (but not the obligation) to elect to pay the Carried Costs Balance as a lump sum payment, as applicable (such payment, the “Carried Costs Balance Payment”). Promptly following the delivery of the Balance Election Notice by Noble, but in any event within five Business Days following such delivery, Noble shall pay the Carried Costs Balance Payment by wire transfer of immediately available funds to the Carried Cost Balance Account designated and controlled (subject to the obligations of CONSOL to withdraw such funds solely for the purpose hereafter described) by CONSOL promptly following CONSOL’s 's receipt of the Balance Election Notice. Upon CONSOL’s 's receipt of the Carried Costs Balance Payment, Noble’s 's and its Affiliates’ ' obligation to pay Carried Costs shall be deemed to be fully satisfied, the Carry Termination Event shall be deemed to have occurred and Noble shall have no right to the return of the Carried Cost Balance. Notwithstanding anything in this Agreement to the contrary, any funds held in the Carried Costs Balance Account (exclusive of interest, which notwithstanding the fact that the payment of the requisite funds into the Carried Costs Balance Account, shall be allocated and distributed 100% to Noble) shall, prior to the termination of the Tax Partnership pursuant to Section 7.1 of the Tax Partnership Agreement, be used solely to pay Drilling and Completion Costs of CONSOL incurred pursuant to Development Operations and Area-Wide Operations in the same amount and manner as the funds provided by Noble to pay Carried Costs in accordance with Section 7.1(b) would have been used pursuant to this Agreement had the Carried Costs Balance Payment not been made and the Carry Termination Event not occurred.