Expected Deliveries Sample Clauses

Expected Deliveries. To the extent not prevented by Force Majeure, Working Interest Owner shall deliver, or cause to be delivered, all Production Payment Hydrocarbons constituting Gas to the relevant Delivery Point in a condition satisfactory to meet or exceed pipeline specifications and qualifications of the applicable sales, transportation or processing contract at such Delivery Point and will deliver all Production Payment Hydrocarbons constituting Oil at the points at which the Working Interest Owner delivers Oil from the same Subject Interests into third party pipelines or to third party transporters or, if requested by Production Payment Owner, at one or more other points of sale reasonably convenient and mutually agreeable to both Working Interest Owner and Production Payment Owner. All tasks required to make such delivery (whether gathering, treating, separating, compressing, processing, transporting, or otherwise) are herein called the "Delivery Services". All Delivery Services, whether performed by Working Interest Owner or by any other Person, shall be performed without any cost or charge to Production Payment Owner, whether incurred or assessed by Working Interest Owner or any other Person, and all costs so incurred or assessed shall be borne and paid by Working Interest Owner as provided in Section 2.3. The Delivery Services shall be provided to Production Payment Owner on a first priority basis, to the extent permitted by law and applicable contracts (meaning, for example, that (A) pipeline and compressor capacity, if owned or controlled by Working Interest Owner or any Affiliate of Working Interest Owner, shall be afforded to Subject Hydrocarbons prior to affording any such capacity to Working Interest Owner, any Affiliates of Working Interest Owner or any other Person with respect to any other Hydrocarbons, and (B) pipeline and compressor capacity owned or controlled by any Person other than Working Interest Owner or any Affiliate of Working Interest Owner shall be afforded to Subject Hydrocarbons prior to affording any such capacity to Working Interest Owner or any Affiliate of Working Interest Owner with respect to any other Hydrocarbons), and Working Interest Owner hereby expressly subordinates any capacity rights it may now or hereafter have to the Production Payment Hydrocarbons. Working Interest Owner shall, to the extent permitted by law and applicable contracts, take whatever action is appropriate to cause any Affiliate of Working Interest Owner or any ...
Sample 1
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Expected Deliveries. To the extent not prevented by Force Majeure, Grantor shall deliver, or cause to be delivered, all PP Hydrocarbons constituting Gas to the relevant Delivery Point in a condition satisfactory to meet or exceed pipeline specifications and qualifications at such Delivery Point and all quality standards and other requirements of the applicable sales,
Sample 1

Related to Expected Deliveries

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.

  • Pre-Closing Deliveries At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer (a) a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail (i) the Company’s good faith estimate of the Closing Cash Amount (the “Estimated Closing Cash Amount”) and the Closing Debt Amount (the “Estimated Closing Debt Amount”), (ii) the Company’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (iii) the Company’s good faith estimate of the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (iv) the Company’s good faith estimates of the Initial Merger Consideration, the UAR Payment Amount, the Per Interest Payment Amount (the “Estimated Per Interest Payment Amount”) and the Closing Date Company Unit Consideration; and (b) the Company’s good faith draft of the Distribution Waterfall, which shall be prepared in accordance with the Company LLC Agreement and the UAR Plans. The Estimated Closing Statement shall be prepared in accordance with this Agreement and include reasonable supporting detail of each of the calculations contained therein. Prior to the Closing, and following the delivery of the Estimated Closing Statement by the Company to Buyer, the Company shall consider in good faith any comments to the Estimated Closing Statement reasonably proposed by Buyer and may, in its sole discretion, determine whether to reflect any or all of such comments therein; provided that the Closing shall not be delayed in respect of any such comments proposed by Buyer and in no event shall the proposal of such comments or the delivery of such Estimated Closing Statement be deemed to constitute the agreement of Buyer as to any of the estimated amounts set forth in such Estimated Closing Statement, and in no way shall the delivery of the Estimated Closing Statement or the consummation of the Closing be construed as a waiver by Buyer of its rights under Section 3.6. Notwithstanding anything to the contrary herein, the parties acknowledge and agree, and each Pre-Closing Holder shall acknowledge and agree in such Pre-Closing Holder’s Letter of Transmittal, if applicable, that Buyer shall be entitled to rely on the Company’s calculation of the Closing Date Company Unit Consideration, the Distribution Waterfall and the Estimated Per Interest Payment Amount or UAR Payment Amount payable with respect to each Pre-Closing Holder set forth in the Estimated Closing Statement, as setting forth a true, complete and accurate listing of all items set forth therein and a true, complete and accurate calculation of the amounts to which such Pre-Closing Holders are entitled pursuant to the Company LLC Agreement and the UAR Plans, as in effect as of immediately prior to the Effective Time, in connection with the transactions contemplated by this Agreement, and in no event shall Buyer or any of its Affiliates (including, following the Closing, the Surviving Company and its Subsidiaries) have any liability to the Pre-Closing Holders or to any other Person for the calculation or allocation of any item or amount set forth therein.

  • Closing Deliveries (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):

  • Share Deliveries Notwithstanding anything to the contrary herein, Company agrees that any delivery of Shares or Share Termination Delivery Property shall be effected by book-entry transfer through the facilities of DTC, or any successor depositary, if at the time of delivery, such class of Shares or class of Share Termination Delivery Property is in book-entry form at DTC or such successor depositary.

  • Additional Closing Deliveries At each Closing, the Company shall deliver or cause to be delivered to the Investor the following (the“Company Deliverables”):

  • Buyer’s Deliveries At the Closing, Buyer shall deliver the following to Seller:

  • Receipt of Closing Deliveries The Company shall have received each of the agreements, instruments, certificates and other documents set forth in Section 1.2(a).

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Closing Date Deliveries On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Purchase Option.

  • Seller’s Deliveries At the Closing, Seller shall deliver to Buyer the following:

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