Dedication of Coal Sample Clauses

Dedication of Coal. Seller represents and warrants that it will own, lease or otherwise control a sufficient number of Tons of recoverable coal from the Mines or other mines reasonably acceptable to Keystone (the "Coal Reserves") to supply coal in accordance with the provisions of this Agreement. Seller covenants that it will not lease, convey, assign, sell, transfer or otherwise dispose of or agree to dispose of any of its interests in the Coal Reserves in any quantity which would jeopardize Seller's ability to perform under this Agreement; provided that Seller and its affiliates may grant a security interest in the Coal Reserves to any parties which provide financing to Seller or any parent, subsidiary or affiliate of Seller, upon notice to but without further consent of Keystone. Prior to the Financial Closing Date, and during the Term of this Agreement, Seller agrees to provide such information as Keystone may reasonably request, and, upon reasonable prior notice, to permit Keystone, its consultants, or representatives of any Financing Parties to inspect the Mines, to verify the representations and warranties contained in this Section 3.2. Any such inspection of the Mines shall be at the risk of the parties performing such inspection and shall be conducted under the supervision and authority of representatives of the Seller.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Dedication of Coal. 12 3.3 Substitution.......................................................................... 13
Sample 1Sample 2Sample 3
Dedication of Coal. 10 3.3 Substitution ................................................ 11 3.4 ICL's Right to Purchase Replacement Coal .................... 12
Sample 1
Dedication of Coal. (a) Seller represents and warrants that it owns, leases or otherwise controls a sufficient number of Tons of recoverable coal from the Primary Source or from other sources which meet the specifications hereunder (the "Coal Reserves") to provide the quantity of coal with the quality specified in Article VI which ICL may require during the Term of this Agreement. Seller hereby dedicates for ICL 30,000,000 Tons of coal (the "Dedicated Quantity") from the Coal Reserves for this purpose. Attached as Exhibit 3.2 is a description of the recoverable coal constituting or including the Coal Reserves. From time to time, Seller may substitute recoverable coal from other sources which Seller owns, leases or otherwise controls for recoverable coal then included in the Coal Reserves if such substitute coal meets the specifications hereunder, subject to the approval of ICL which will not be unreasonably withheld. Nothing in this Section 3.2(a) shall limit Seller's right to deliver coal from another source which meets the specifications hereunder, subject to the additional requirements of subsections (ii), (iii) and (iv) of Section 3.3. Except for transactions in accordance with Article XVIII, Seller covenants that it will not lease, convey, assign, sell, transfer, mortgage, grant a security interest in or otherwise dispose of, encumber or agree to dispose of or encumber any of its interests in the Coal Reserves in any quantity which could jeopardize Seller's ability to supply the Dedicated Quantity; it being expressly understood that, this covenant shall not prohibit Seller from granting a mortgage or other security interest in the Coal Reserves pursuant to any arms length transaction providing secured financing to Seller or an affiliate of Seller on commercially reasonable terms under which the secured party and the purchaser is subject to ICL's rights to the Coal Reserves under this Section 3.2.
Sample 1

Related to Dedication of Coal

  • Incorporation of Covenants Reference is made to the Lessee Credit Agreement and the representations and warranties of Lessee contained in Section 8 of the Lessee Credit Agreement (hereinafter referred to as the "Incorporated Representations and Warranties") and the covenants contained in Sections 7 and 9 of the Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). Lessee agrees with Lessor that the Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Lessee Credit Agreement related thereto, including without limitation the defined terms contained in Section 1 thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants, hereinafter referred to as the "Additional Incorporated Terms") are hereby incorporated by reference into this Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of Lessor, without giving effect to any waiver, amendment, modification or replacement of the Lessee Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Lessee Credit Agreement or an amendment or modification is executed with respect to the Lessee Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated Representations and Warranties, the Incorporated Covenants or the Additional Incorporated Terms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Lease only if consented to in writing by the Agent (acting upon the direction of the Tranche A Lenders). In the event of any replacement of the Lessee Credit Agreement with a similar credit facility (the "New Facility") the representations and warranties, covenants and additional terms contained in the New Facility which correspond to the representations and warranties, covenants contained in Section 8 and Sections 7 and 9, respectively, and such additional terms (each of the foregoing contained in the Lessee Credit Agreement) shall become the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms only if consented to in writing by the Agent (acting upon the direction of the Tranche A Lenders) and, if such consent is not granted or if the Lessee Credit Agreement is terminated and not replaced, then the representations and warranties and covenants contained in Section 8 and Sections 7 and 9, respectively, and such additional terms (each of the foregoing contained in the Lessee Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph)) shall continue to be the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms hereunder.

  • RESERVATION OF NAME The Investment Adviser shall at all times have all rights in and to the Portfolio’s name and all investment models used by or on behalf of the Portfolio. The Investment Adviser may use the Portfolio’s name or any portion thereof in connection with any other mutual fund or business activity without the consent of any shareholder and the Fund shall execute and deliver any and all documents required to indicate the consent of the Fund to such use. The Fund hereby agrees that in the event that neither the Investment Adviser nor any of its affiliates acts as investment adviser to the Portfolio, the name of the Portfolio will be changed to one that does not suggest an affiliation with the Investment Adviser.

  • Duration of Covenants The covenants of the Current Issuer Cash Manager in Clause 10.1 (Covenants) shall remain in force until this Agreement is terminated but without prejudice to any right or remedy of the Current Issuer and/or the Note Trustee arising from breach of any such covenant prior to the date of termination of this Agreement.

  • Formation of Company The Company was formed on February 23, 2017 pursuant to the provisions of the Delaware Act. The filing of the Certificate of Formation of the Company with the Secretary of State of the State of Delaware are hereby ratified and confirmed in all respects.

  • Preservation of Company Existence The Servicer will preserve and maintain its company existence, rights, franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified in good standing as a limited liability company in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Allocation of CDSCS (1) CDSCS RELATED TO THE REDEMPTION OF COMMISSION SHARES OTHER THAN OMNIBUS SHARES: CDSCs in respect of the redemption of Commission Shares which are not Omnibus Shares shall be allocated to PSI or Successor Distributor depending upon whether the related redeemed Commission Share is attributable to PSI or Successor Distributor, as the case may be, in accordance with Part I above.

  • Preservation of Corporate Existence and Related Matters Except as permitted by Section 10.4, preserve and maintain its legal existence and all material rights, franchises, licenses and privileges and qualify and remain qualified as a foreign corporation and authorized to do business in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect.

  • Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

  • Preservation of Corporate Existence, Etc Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(b) and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lenders.

  • for substitutions by Residential Funding It is understood and agreed that the obligation of the Company to cure such breach or to so purchase or substitute for any Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on behalf of the Certificateholders. Notwithstanding the foregoing, the Company shall not be required to cure breaches or purchase or substitute for Mortgage Loans as provided in this Section 2.03(b) if the substance of the breach of a representation set forth above also constitutes fraud in the origination of the Mortgage Loan.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!