El Paso Clause Samples
The "El Paso" clause is a contractual provision that addresses the allocation of risk and responsibility in the event that a party is prevented from performing its obligations due to government action or regulatory changes. Typically, this clause outlines what happens if new laws, regulations, or government orders make it impossible or illegal for a party to fulfill its contractual duties, such as delivering goods or services. For example, if a government imposes an export ban or revokes a necessary license, the clause may excuse the affected party from liability or allow for contract termination. Its core practical function is to provide clarity and predictability in situations where external legal or regulatory factors disrupt contractual performance, thereby protecting parties from unforeseen legal risks.
El Paso. El Paso may terminate this Agreement (i)(A) pursuant to the provisions of Paragraph 3.3 relating to Requests for Exclusion; or (B) if the court in which the ▇▇▇▇▇▇▇▇▇▇ Action is pending denies a request made pursuant to this Agreement to dismiss that action with prejudice as to El Paso; or (C) if the Class Action Court does not make a determination that this Agreement was entered into in good faith as provided in Paragraph 3.2(e), or such determination is reversed by any appellate court; or (D) if the court in which the Nevada Action pending does not make a determination that this Agreement was entered into in good faith as provided in Paragraph 3.2(f), or such determination is reversed by any appellate court; or (ii) if there has been a material misrepresentation, a material breach of warranty, or a material failure to comply with any covenant or agreement on the part of any of the Settling Claimants with respect to their representations, warranties, covenants or agreements set forth herein, and such misrepresentation, breach, or failure to comply has not been cured in all material respects within ten (10) Business Days of receipt by the Designated Representative from El Paso of written notice thereof. Notwithstanding the foregoing, reversal accompanied by remand for additional findings or otherwise for further consideration by the trial court shall not be a basis for termination, unless and until the reversal takes effect as a final disposition.
El Paso. El Paso agrees to be the lead and fiscal agent for both the FNS an HCPF grants, and further agrees to perform its responsibilities set forth in the FNS and HCPF grants, as well as the attached Appendix A: Scope of Service.
El Paso. (i) At least one Business Day prior to the Closing Date, El Paso shall cause its interests in the Specified New Assets to be sold to Mesquite.
(ii) On the Closing Date, El Paso shall (i) contribute $4,000 to the Share Trust as consideration for the sole certificate of beneficial interest in the Share Trust and (ii) issue the El Paso Preferred Stock to the Share Trust against payment therefor of $2,000 from the Share Trust and other good and valuable consideration described in the Share Trust Agreement and the Transaction Documents.
(iii) On the Closing Date, El Paso shall, and shall cause the Share Trust to, enter into the Share Trust Agreement and the Remarketing Agreement.
(iv) On the Closing Date, El Paso shall issue El Paso Debt Securities to the Overfund Trust in an aggregate principal amount equal to the Overfund Amount (less amounts, if any, invested in Financial Investments) against payment to El Paso of an amount equal to the Overfund Amount.
(v) On the Closing Date, El Paso shall enter into the Limestone Trust Agreement, the Share Trust Agreement, the Overfund Trust Agreement, the Tax Indemnification Agreement, the El Paso Debt Security Direction Letter and each other Transaction Document to which it is a party and that has not previously been entered into by it.
(vi) On the Closing Date, notwithstanding the terms of the Existing El Paso Demand Note, El Paso shall repay $61,600,509.17 of the principal amount of the Existing El Paso Demand Note in accordance with the demand made by Chaparral pursuant to Section 2.3(j)(ii) and the outstanding principal amount of the Existing El Paso Demand Note shall be reduced to $11,149,490.83.
(vii) On the Closing Date, El Paso shall amend and restate the Existing El Paso Demand Note to reflect the transactions described in clause (vi) above, and the original Existing El Paso Demand Note providing for a maximum outstanding principal amount of $72,750,000 shall be returned to El Paso for cancellation.
(viii) On the Closing Date, El Paso shall issue one or more El Paso Notes to Mesquite evidencing loans to El Paso with an aggregate outstanding principal amount of approximately $131,354,009.17 representing the amount of the proceeds of the issuance of the Limestone Securities not used for other purposes by Mesquite.
El Paso. El Paso covenants and agrees that prior to the date that is a year and a day after the cancellation of all outstanding Limestone Certificates pursuant to Section 7.04 of the Limestone Trust Agreement, it will not institute against, or join any other person in instituting against, Limestone, El Paso Chaparral Holding, El Paso Chaparral, the Management Company, Chaparral, Mesquite, the Overfund Trust or the Share Trust any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceeding under the laws of the United States or any state of the United States.
El Paso. Tendrá el significado estipulado en la Sección 3.4 del Convenio Básico, y misma sección que se incorpora aquí por referencia, tal y como si se insertara a la letra.
El Paso. El Paso shall indemnify, defend and hold harmless the EP Energy Group from and against all Liabilities arising from (i) any Use by the El Paso Group of the Jointly Owned Software, (ii) any results and decisions from such Use, (iii) the failure to obtain or comply with any Third Party Licenses, (iv) the failure to comply with Laws applicable to Use, and (v) any unauthorized intrusion by a third party into the El Paso Group computer systems, which intrusion adversely impacts Use of the Jointly Owned Software by EP Energy.
El Paso. El Paso covenants and agrees that prior to the date that is a year and a day after the later to occur of (i) the receipt by the Class A Shareholder of payments (excluding indemnity and expense reimbursement payments (other than payments received under Section 6.1(b), 6.1(c) or 6.1(d)) and, in the case of clause (a) below, any payments of Shareholder Yield or Default Yield already received) that, in the aggregate, are equal to (a) prior to the Extension Period Commencement Date, the Capital Price or (b) on or after the Extension Period Commencement Date, the Target IRR Amount and (ii) the receipt by the Class A Shareholder, the Equity Investors, the directors of Investor and the directors of Citrine (after the acceleration of the Emerald Loan) of all expense reimbursement payments due and owed to such Persons on the date referred to in clause (i) above pursuant to Section 5.5 and Section 5.05 of the Indenture, it will not institute against, or join any other Person in instituting against, EPED Holding, EPED B, Investor, the Management Company, Topaz, Emerald, Citrine, Garnet, Diamond, Diamond Holdings, Amethyst, Aquamarine, Peridot or the Share Trust any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceeding under the laws of the United States or any state of the United States or in the Cayman Islands or any other jurisdiction, as applicable.