Exceptions to Joint Funding Sample Clauses

Exceptions to Joint Funding. (a) Aberdeen shall not be obligated to contribute to joint funding under Section 8.1 until the Feasibility Study has been delivered and the Expenditure Commitment has been met. Lithium X shall carry Aberdeen’s share of the Joint Venture Expenditures (without dilution to Aberdeen) until the Expenditure Commitment has been met. (b) In the event further expenditures are required to complete the Feasibility Study herein for any reason after the Expenditure Commitment has been deemed to have been met, Lithium X shall contribute 100% of the cost for this additional work, and it shall be considered part of the Expenditure Commitment for the purposes of the capital accounts of PLASA. (c) In the event that the Board decides to commit capital before the completion of the Expenditure Commitment that may directly or indirectly benefit the Diablillos Project but falls outside the definition of the Feasibility Study herein, Lithium X shall contribute 100% of the commitment on behalf of PLASA. Upon completion of the Expenditure Commitment, the Board may make a cash call for total expenditure amount outside the Expenditure Commitment, and Aberdeen shall reimburse Lithium X its proportional amount already contributed. If the Feasibility Study is completed before the Expenditure Commitment amount has been completed, any additional expenditures hereunder made by Lithium X may be applied to the balance of the Expenditure Commitment. Examples of such expenditures shall include but not be limited to: (i) Repurchase of an pre-existing royalty on the project; (ii) Purchase, rental, leasing or expenses otherwise relating to lands outside the initial project area; (iii) Contribution to a joint venture or other project outside the scope of the Feasibility Study, for example the Grupo AGV JV; (iv) Payments made by Lithium X, or on its behalf, relating to any existing or future liabilities related to the border issues with Catamarca and Salta; (v) Payments made by Lithium X, or on its behalf, relating to the environmental issues with the artesian well, including any fines imposed by the Secretary of Mining; and (vi) Tax liabilities that may result from the sale of shares in PLASA from Rodinia Lithuim Inc. to Aberdeen that are not covered by Aberdeen.
Sample 1
AutoNDA by SimpleDocs

Related to Exceptions to Joint Funding

  • Exceptions to Limitations These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer's payment obligations.

  • Geographic Area and Sector Specific Allowances, Conditions and Exceptions The following allowances and conditions shall apply where relevant. Where the Employer does work which falls under the following headings, the Employer agrees to pay and observe the relevant respective conditions and/or exceptions set out below in each case.

  • Conditions to Funding The obligations of the Lenders to make any Credit Extension hereunder on the Funding Date are subject to the satisfaction of the following conditions: (a) The Funding Date shall be a Business Day on or before the Long StopLongstop Date. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a legal opinion of Ropes & Xxxx International LLP, New York counsel for the Borrower, in form reasonably acceptable to the Administrative Agent (i) dated the Funding Date, (ii) addressed to the Administrative Agent, the Security Agent and the Lenders and (iii) covering such other matters relating to the Loan Documents and the Existing Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received: (i) A copy of the Organization Documents of each Loan Party. (ii) In respect of each Loan Party incorporated or established and/or having its registered office in the United States, a certificate of good standing in respect of such Loan Party. (iii) A copy of a resolution of the board or, if applicable, a committee of the board, of directors of each Loan Party (A) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party; (B) authorising a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and (C) authorising a specified person or persons, on its behalf, to sign and/or deliver all documents and notices (including, if relevant, any Borrowing Request) to be signed and/or delivered by it under or in connection with the Loan Documents to which it is a party. (iv) A specimen of the signature of each person authorised by the resolution in relation to the Loan Documents and related documents. (v) A secretary’s certificate of each Loan Party in a form reasonably satisfactory to the Administrative Agent. (d) [Reserved]. (e) The Administrative Agent shall have received, at least three Business Days prior to the Funding Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Initial Lenders at least ten days prior to the Funding Date. (f) The Administrative Agent shall have received the Loan Escrow Agreement duly executed and delivered (or counterparts hereof) by the Borrower. (g) A certificate from the chief financial officer (or other Responsible Officer) of the Borrower, substantially in the form attached as Exhibit I hereto, certifying that the Borrower is Solvent. (h) Each Major Representation is true in all material respects. (i) Solely if the Closing Date has not occurred on the Funding Date, the Administrative Agent shall have received the Escrow Guarantee Agreement duly executed and delivered (or counterparts thereof) by the Escrow Guarantor, the Borrower and the other parties thereto.

  • Exceptions to Covenants The Borrower shall not take any action or fail to take any action which is permitted as an exception to any of the covenants contained in any of the Loan Papers if such action or omission would result in the breach of any other covenant contained in any of the Loan Papers.

  • Exceptions to obligations The obligations on the parties under this clause 14 will not be taken to have been breached to the extent that Confidential Information is: (a) disclosed by a party to its Experts in order to comply with obligations, or to exer- cise rights, under this Agreement; (b) required by Law to be disclosed; or (c) in the public domain otherwise than due to a breach of this clause 14.

  • Additional Conditions to Obligations of Company The obligation of Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Company:

  • Additional Conditions to Obligations of the Company The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • Additional Conditions to Obligation of the Company The obligation of the Company to effect the Merger is also subject to the following conditions:

  • Additional Conditions to Obligations of Seller The obligation of Seller to effect the Merger is subject to the satisfaction of each of the following conditions, any of which may be waived, in writing, exclusively by Seller:

  • Modifications to service This Auction Site reserves the right to modify or discontinue the Service with or without notice to user. This Auction Site shall not be liable to users or any third party should this Auction Site exercise its right to modify or discontinue the Service.

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