Common use of Carried Costs Balance Payment Clause in Contracts

Carried Costs Balance Payment. If the Carry Termination Event has not occurred on or prior to the date that is 30 months after the Closing Date, then, at any time thereafter, Mitsui, upon five Business Days written notice to 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 Mitsui, but in any event within five Business Days following such delivery, Mitsui shall pay to SM the Carried Costs Balance Payment by wire transfer of immediately available funds to the account specified by SM in writing to Mitsui promptly following SM’s receipt of the Balance Election Notice (the “Carried Costs Balance Account”). Upon SM’s receipt of the Carried Costs Balance Payment the Carry Termination Event shall be deemed to have occurred for all purposes hereunder. Notwithstanding anything in this Agreement to the contrary, any funds held in the Carried Costs Balance Account (exclusive of interest, which shall be allocated and distributed 50% to SM 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 Eligible Costs of SM incurred pursuant to Development Operations in the same amount and manner as the funds provided by Mitsui to pay Carried Costs 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. If At any time from and after the thirty-month anniversary of the Closing Date until the Carry Termination Event has not occurred on or prior to the date that is 30 months after the Closing DateEvent, then, at any time thereafter, MitsuiNoble, upon five Business Days written notice to SM CONSOL (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 MitsuiNoble, but in any event within five Business Days following such delivery, Mitsui Noble shall pay to SM the Carried Costs Balance Payment by wire transfer of immediately available funds to the account specified Carried Cost Balance Account designated and controlled (subject to the obligations of CONSOL to withdraw such funds solely for the purpose hereafter described) by SM in writing to Mitsui CONSOL promptly following SM’s CONSOL's receipt of the Balance Election Notice (the “Carried Costs Balance Account”)Notice. Upon SM’s CONSOL's receipt of the Carried Costs Balance Payment 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 for all purposes hereunderand 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 50100% to SM and 50% to MitsuiNoble) shall, prior to the termination of the Tax Partnership pursuant to Section 7.1 of the Tax Partnership Agreement, be used solely to pay Eligible Drilling and Completion Costs of SM CONSOL incurred pursuant to Development Operations and Area-Wide Operations in the same amount and manner as the funds provided by Mitsui 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. If the Carry Termination Event has not occurred on or prior to the date that is 30 months after the Closing Date, then, at any time thereafter, Mitsui, upon five Business Days written notice to 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 MitsuiXxxxxx, but in any event within five Business Days following such delivery, Mitsui shall pay to SM the Carried Costs Balance Payment by wire transfer of immediately available funds to the account specified by SM in writing to Mitsui promptly following SM’s receipt of the Balance Election Notice (the “Carried Costs Balance Account”). Upon SM’s receipt of the Carried Costs Balance Payment the Carry Termination Event shall be deemed to have occurred for all purposes hereunder. Notwithstanding anything in this Agreement to the contrary, any funds held in the Carried Costs Balance Account (exclusive of interest, which shall be allocated and distributed 50% to SM 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 Eligible Costs of SM incurred pursuant to Development Operations in the same amount and manner as the funds provided by Mitsui Xxxxxx to pay Carried Costs 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. If At any time from and after the thirty-month anniversary of the Closing Date until the Carry Termination Event has not occurred on or prior to the date that is 30 months after the Closing DateEvent, then, at any time thereafter, MitsuiNoble, upon five Business Days written notice to SM CONSOL (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 MitsuiNoble, but in any event within five Business Days following such delivery, Mitsui Noble shall pay to SM the Carried Costs Balance Payment by wire transfer of immediately available funds to the account specified Carried Cost Balance Account designated and controlled (subject to the obligations of CONSOL to withdraw such funds solely for the purpose hereafter described) by SM in writing to Mitsui CONSOL promptly following SMCONSOL’s receipt of the Balance Election Notice (the “Carried Costs Balance Account”)Notice. Upon SMCONSOL’s receipt of the Carried Costs Balance Payment 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 for all purposes hereunderand 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 50100% to SM and 50% to MitsuiNoble) shall, prior to the termination of the Tax Partnership pursuant to Section 7.1 of the Tax Partnership Agreement, be used solely to pay Eligible Drilling and Completion Costs of SM CONSOL incurred pursuant to Development Operations and Area-Wide Operations in the same amount and manner as the funds provided by Mitsui 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.