Failure to Exercise; Obligations of Successors and Assigns Sample Clauses

Failure to Exercise; Obligations of Successors and Assigns. If all Owner Offerees fail to timely exercise the ROFR with respect to a Notice of Offer, Owner Offeror may effect the transaction covered by the original Third Party Offer substantially in accordance with such Third Party Offer; provided, however, that if the economic, financial, or environmental terms of the original Third Party Offer presented in such Notice of Offer are charged, amended or modified in a manner that is more favorable to the Third Party, then such changed, modified or amended terms shall constitute a new Third Party Offer hereunder, the new Third Party Offer shall be the subject of a new Notice of Offer in the manner hereinabove provided, and Owner Offerees’ ROFR hereunder shall apply thereto (except the time period for exercise of the ROFR shall be thirty (30) days commencing on Owner Offerees’s receipt of such new Notice of Offer). Any assignment or Transfer of (and any successor, assignee or transferee of) a ROFR Interest must accept such ROFR Interest expressly subject to (and agree to assume and be bound by all of) the terms and provisions of this Agreement (and any Transfer of an undivided interest in the Gathering System shall be deemed to Transfer a corresponding undivided interest (and Ownership Interest) under this Agreement, the SES Gathering Agreement, and, likewise, any Transfer of an undivided interest in the Solely Owned Segments shall be deemed to Transfer a corresponding undivided interest (and Ownership Interest) under this Agreement, the applicable SOS SES Gathering Agreement, or with regard to any back-in rights pursuant to Section 2.2(c) with respect thereto, and with regard to any continuing obligations, covenants or options thereunder, the APA, including, without limitation, the following: (i) any successor, assignee or transferee of NNG must acquire and maintain such ROFR Interests in an entity which complies with the sole business purpose obligations set forth in Section 2.5 below with regard to the ROFR Interests acquired, (ii) any successor, assignee or transferee of NNG must agree to appoint an maintain an Independent Director (as defined and as contemplated in the APA) for the periods required in the APA, (iii) any successor, assignee or transferee of NNG must provide a parent guaranty or a replacement parent guaranty, acceptable in form and substance to the Manager, relative to the obligations and liabilities assumed under this Agreement, the APA, the SES Gathering Agreement and any SOS SES Gathering Agreeme...
Sample 1
AutoNDA by SimpleDocs

Related to Failure to Exercise; Obligations of Successors and Assigns

  • Obligations of Successors The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

  • Governing Law; Successors and Assigns This Agreement shall be governed by the laws of the State of New York and shall not be assignable by either party, but shall bind the successors in interest of the Customer and the Bank.

  • Survival; Successors and Assigns This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by Lender of the Loan and the execution and delivery to Lender of the Note, and shall continue in full force and effect so long as all or any of the Obligations are outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

  • Parties, Successors and Assigns This Amendment shall be binding upon and shall inure to the benefit of each of the Borrowers, the Lender, and their respective successors and assigns.

  • Effect on Successors and Assigns All the covenants, stipulations, promises and agreements in this Indenture made by or on behalf of the Company shall bind its successors and assigns, whether so expressed or not.

  • Assignments; Successors and Assigns The Company may assign any of its rights and obligations under this Agreement, including but not limited to its rights to repurchase Shares under the Right of First Refusal and the Repurchase Option. Any assignment of rights and obligations by any other party to this Agreement requires the Company’s prior written consent. This Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.

  • Waivers and Amendments; Successors and Assigns None of the terms or provisions of this Guaranty may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Guarantor and HRP, provided that any provision of this Guaranty may be waived by HRP in a letter or agreement executed by HRP or by telecopy from HRP. This Guaranty shall be binding upon the successors and assigns of the Guarantor and shall inure to the benefit of HRP and its successors and assigns.

  • Waivers and Amendments; Successors and Assigns; Governing Law None of the terms or provisions of this Guaranty may be waived, amended, supplemented or otherwise modified except by a written instrument executed by Guarantor and Buyer, provided that any provision of this Guaranty may be waived by Buyer in a letter or agreement executed by Buyer or by facsimile or electronic transmission from Buyer to the Guarantor. This Guaranty shall be binding upon the personal representatives, successors and assigns of Guarantor and shall inure to the benefit of Buyer and its successors and assigns.

  • Certain Pledges; Successors and Assigns Generally Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

  • Heirs, Successors and Assigns Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.

Time is Money Join Law Insider Premium to draft better contracts faster.