ERC Rights and Other Credits Sample Clauses

ERC Rights and Other Credits. (A) All rights Seller may now have or later acquire to claim any ERCs associated with Buyer’s production of CBM and CMM from the lands containing the Oil and Gas Interests and the sale or use of such CBM and CMM in lieu of venting such CBM or CMM to the atmosphere or otherwise disposing of or using such gases; and (B) all rights Seller may now have or later acquire to claim any other credits or allowances (including any tax credits or allowances) relating to production of CBM and CMM by Buyer in advance of coal mining operations by Buyer, or its successors and assigns, on the real property containing the Oil and Gas Interests ((A) and (B) collectively, the “ERC Rights”);
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ERC Rights and Other Credits. (A) All rights Seller may now have or later acquire to claim any ERCs associated with Buyer’s production of CBM and CMM from the lands containing the Oil and Gas Interests and the sale or use of such CBM and CMM in lieu of venting such CBM or CMM to the atmosphere or otherwise disposing of or using such gases; and (B) all rights that Seller may now have or later acquire to claim any other credits or allowances (including any tax credits or allowances) relating to production of CBM and CMM by Buyer in advance of coal mining operations by Seller, or its successors and assigns, on the real property containing the Oil and Gas Interests ((A) and (B) collectively, the “ERC Rights”); provided, however, that in exercising the ERC Rights, Buyer shall not take any action that results or would reasonably be expected to result in additional cost (as determined by Seller in good faith in connection with its exercise of the Reserved Rights) to Seller in connection with operations conducted pursuant to the Reserved Rights; and provided further that the ERC Rights are subject to Seller’s paramount Reserved Rights, and Buyer agrees that upon receiving notice from Seller, in accordance with the terms set forth in the Deed, or in any development plan prepared in accordance therewith, setting forth the time period for the intended exercise of any of Seller’s Reserved Rights with respect to the ERC Rights, Buyer will take all action, at its sole cost, reasonably required to timely develop such rights so as to not interfere with or delay any of Seller’s coal mining operations (the “Buyer ERC Actions”). If Buyer fails to take any Buyer ERC Action then, promptly upon Seller’s request, Buyer shall relinquish and reassign to Seller all ERC Rights relating to CBM or CMM emissions recoverable in advance of Seller’s coal mining operations; provided, however, that such relinquishment and reassignment only shall apply to ERC Rights on a site-specific basis, in an area reasonably defined by Seller and only to the extent necessary for the exercise of its Reserved Rights as described above;
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ERC Rights and Other Credits. (A) All rights CNX may now have or later acquire to claim any ERCs associated with Peabody’s production of CBM and CMM from the lands containing the Pittsburgh Seam CBM and CMM Interests and the sale or use of such CBM and CMM in lieu of venting such CBM or CMM to the atmosphere or otherwise disposing of or using such gases; and (B) all rights that CNX may now have or later acquire to claim any other credits or allowances (including any tax credits or allowances) relating to production of CBM and CMM by Peabody in advance of coal mining operations by any Peabody Oil and Gas or Coal Sub, or its successors and assigns, on the real property containing the Pittsburgh Seam CBM and CMM Interests ((A) and (B) collectively, the “CNX ERC Rights”);
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Related to ERC Rights and Other Credits

  • Voting Rights and Other Actions 10 SECTION 4.1. Prior Notice to Holder with Respect to Certain Matters.......................................10 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters.......................................11 SECTION 4.3. Restrictions on Certificateholder's Power..............11 SECTION 4.4. Rights of Security Insurer.............................12

  • Adjustments and Other Rights The Exercise Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows; provided, that if more than one subsection of this Section 13 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 13 so as to result in duplication:

  • Contracts and Other Commitments The Company does not have and is not bound by any contract, agreement, lease, commitment, or proposed transaction, judgment, order, writ or decree, written or oral, absolute or contingent, other than (i) contracts for the purchase of supplies and services that were entered into in the ordinary course of business and that do not involve more than $100,000 and do not extend for more than one year beyond the date hereof, (ii) sales contracts entered into in the ordinary course of business, and (iii) contracts terminable at will by the Company on no more than thirty (30) days’ notice without cost or liability to the Company and that do not involve any employment or consulting arrangement and are not material to the conduct of the Company’s business. For the purpose of this paragraph, employment and consulting contracts and contracts with labor unions, and license agreements and any other agreements relating to the Company’s acquisition or disposition of patent, copyright, trade secret or other proprietary rights or technology (other than standard end-user license agreements) shall not be considered to be contracts entered into in the ordinary course of business.

  • Stamp and other duties The Borrowers shall pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by any of the Creditors) imposed on or in connection with any of the Underlying Documents, the Security Documents or the Loan and shall indemnify the Creditors or any of them against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.

  • Litigation and Other Controversies There is no litigation or governmental or arbitration proceeding or labor controversy pending, nor to the knowledge of the Borrower threatened, against the Borrower or any Subsidiary or any of their Property which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Voting and Other Rights (a) Only those Record Holders of Voting Shares on the Record Date set pursuant to Section 7.3 shall be entitled to notice of, and to vote at, a meeting of Members or to act with respect to matters as to which the holders of the Voting Shares have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Voting Shares shall be deemed to be references to the votes or acts of the Record Holders of such Voting Shares on such Record Date. (b) With respect to Voting Shares that are held for a Person’s account by another Person (such as a broker, dealer, bank, trust company or clearing corporation, or an agent of any of the foregoing), in whose name such Voting Shares are registered, such other Person shall, in exercising the voting rights in respect of such Voting Shares on any matter, and unless the arrangement between such Persons provides otherwise, vote such Voting Shares in favor of, and at the direction of, the Person who is the Beneficial Owner, and the Company shall be entitled to assume it is so acting without further inquiry. (c) No Members shall have any cumulative voting rights.

  • Contracts and Other Agreements Section 3.8 of the Seller Disclosure Schedule sets forth a list of the following contracts and other agreements to which Seller is a party or by or to which Seller or Seller's assets or properties are bound or subject: (a) any agreement or series of related agreements requiring aggregate payments after the date hereof by or to Seller of more than $25,000; (b) any agreement with or for the benefit of any current or former officer, director, stockholder, employee or consultant of Seller; (c) any agreement with any labor union or association representing any employee of Seller; (d) any agreement for the purchase or sale of materials, supplies, equipment, merchandise or services that contains an escalation, renegotiation or redetermination clause or that obligates Seller to purchase all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplier; (e) any agreement for (i) sale of any of the assets or properties of Seller, other than in the ordinary course of business or (ii) for the grant to any person of any options, rights of first refusal, or preferential or similar rights to purchase any such assets or properties other than stock option and warrant agreements or instruments listed in Section 3.3.2 of the Seller Disclosure Schedule or pursuant to subsection (b) of this Section 3.8; (f) any partnership or joint venture agreement; (g) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $25,000; (h) any agreement containing covenants of Seller not to compete in any line of business, in any geographic area or with any person or covenants of any other person not to compete with Seller or in any line of business of Seller; (i) any agreement granting or restricting the right of Seller to use any Intellectual Property (as defined hereinafter); (j) any agreement with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (k) any agreement with any holder of securities of Seller as such (including, without limitation, any agreement containing an obligation to register any of such securities under any federal or state securities laws); (l) any agreement obligating Seller to deliver services or product enhancements or containing a "most favored nation" pricing clause; (m) any agreement relating to the acquisition by Seller of any operating business or the capital stock of any other person; (n) any agreement requiring the payment to any person of a brokerage or sales commission or a finder's or referral fee (other than arrangements to pay commission or fees to employees in the ordinary course of business); (o) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; (p) any lease, sublease or other agreement under which Seller is lessor or lessee of any real property or equipment or other tangible property with respect to obligations in excess of $25,000; (q) Except for agreements to provide maintenance, upgrades, bug fixes, error corrections or similar work product that are ordinary and customary for the software industry and that are related to the Seller products which have been delivered as of the date hereof, any agreement that requires Seller to deliver, or undertake the development of, any new product, customized product, substantial upgrade, new version or similar work product where such delivery or development requires Seller to utilize substantial personnel or financial resources; and (r) any other material agreement whether or not made in the ordinary course of business. True and complete copies of all the contracts and other agreements (and all amendments, waivers or other modifications thereto) set forth on the Seller Disclosure Schedule have been furnished to BEA. Each of such contracts is valid, subsisting, in full force and effect, binding upon Seller, and to the best knowledge of Seller, binding upon the other parties thereto in accordance with their terms, and Seller is not in default under any of them, nor, to the best knowledge of Seller, is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both, would constitute a default thereunder, except, in each case, such defaults as would not, individually or in the aggregate, have a material adverse effect on the Seller.

  • Vacation and Other Leave During the Period of Employment, the Executive shall accrue and be entitled to take paid vacation in accordance with the Company’s vacation policies in effect from time to time, including the Company’s policies regarding vacation accruals; provided that the Executive’s rate of vacation accrual during the Period of Employment shall be no less than three (3) weeks per year. The Executive shall also be entitled to all other holiday and leave pay generally available to other executives of the Company.

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