Change in MMS P&A Liability Sample Clauses

Change in MMS P&A Liability. The Maximum Amount shall be adjusted (downwards, or upwards but never in excess of Thirty Two Million Six Hundred Thousand and No/100 US Dollars (US$32,600,000.00)) to the amount equal to the aggregate of the P&A Liability (“P&A Liability”) of the Operated Properties from the MMS Report, which shall be provided to Seller each time that Buyer receives an updated MMS Report. Further, Buyer shall request an updated MMS Report from the MMS at least annually and at any time upon request by Seller. The P&A Liability as determined by the MMS may go up or down as (A) Buyer performs actual P&A Obligations with respect to an Operated Property (but such decrease shall not to exceed the allocated P&A Liability associated with such Operated Property set forth in Exhibit F), or (B) the MMS alters its method of calculation or its assumptions regarding future abandonment costs; provided, however, that the Maximum Amount of P&A Liability shall not be reduced pursuant to this Section 7.07.01(b)(i) if the performance of P&A Obligations or payment of P&A Liability is made by Seller or by a party other than Buyer or Guarantor in instances in which Seller may have liability for reimbursement or contribution with respect to such performance; and provided, further, that the Maximum Amount shall never be in excess of Thirty Two Million Six Hundred Thousand and No/100 US Dollars (US$32,600,000.00)). Upon submission of the MMS Report, subject to the proviso above, Seller and Buyer shall revise Exhibit F and the allocated P&A Liability with respect to the leases included within the Operated Properties (but never above the allocated P&A Liability as shown on the MMS Report). Until revised by Seller and Buyer, the allocated P&A Liability shall be based on the most recent Exhibit F that has been mutually agreed upon. Each reference in this Section 7.07 to “Exhibit F” shall mean the most recent Exhibit F that has been mutually agreed upon.
Sample 1
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Related to Change in MMS P&A Liability

  • Termination without Additional Company Liability (a) In the event that the Executive's employment with the Company shall terminate during the Employment Period on account of:

  • Exceptions from Liability Without limiting the generality of any other provisions hereof, neither the Custodian nor any Domestic Subcustodian shall be under any duty or obligation to inquire into, nor be liable for:

  • Change in Tax Law Any reference to a provision of the Code, Treasury Regulations or any other Applicable Tax Law shall include a reference to any applicable successor provision of the Code, Treasury Regulations or other Applicable Tax Law.

  • Change in Effective Control of the Company A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change of Control; or

  • CONTRIBUTION IN THE EVENT OF JOINT LIABILITY (a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

  • Change in Name Give Lender written notice immediately upon forming an intention to change its name, state of organization or form of business organization.

  • SpinCo Liability SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes which are allocated to SpinCo under this Section 2.

  • Change in Management Permit a change in the senior management of Borrower.

  • Change in Ownership of the Company A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change of Control; or

  • Termination Liability If any Pricing Agreement shall be terminated pursuant to Section 7 hereof, the Company shall not then be under any liability to any Underwriter with respect to the Designated Securities covered by such Pricing Agreement except as provided in Section 4(a)(viii) and Section 6 hereof; but, if for any other reason Designated Securities are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but the Company shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in Section 4(a)(viii) and Section 6 hereof.

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