Inability to Supply XXXX will provide MBF with a prior written notice of any anticipated production downtime or disruption to Biodiesel production at the XXXX facility caused by operational (minimum of three (3) calendar days’ notice) or maintenance issues (minimum of ten (10) calendar days’ notice) and provide detailed descriptions (including specifications and feedstock) of any available amounts of Biodiesel that XXXX would propose to supply in replacement of any volumes of Biodiesel that cannot be provided by the XXXX facility due to a default of XXXX to perform hereunder. Such proposed replacement Biodiesel that (a) meets or exceeds the Biodiesel specifications contained in Section 5 hereof, (b) is produced using the same feedstock type or feedstock blend, (c) is produced using feedstocks meeting the same sustainability criteria as the Feedstock from with the Biodiesel being replaced would have been produced, (d) is of like kind and quality, (e) is available at the MBF’s intended port of embarkation for the Biodiesel being replaced (or such other port that the MBF agrees to in writing in its sole discretion and in advance, in which case the XXXX will reimburse MBF for the Incremental Transportation *** Confidential material redacted and filed separately with the Commission. Costs associated with such substitute port) on or before the date on which the Biodiesel that is being replaced was to be at such port of embarkation, and (f) is offered by XXXX for sale to MBF, free and clear of any liens or claims of any third party, for the price equal to the Toll Fee that MBF would have been obligated to pay hereunder for the Biodiesel being replaced (“XXXX Replacement Biodiesel Price”), shall be referred to as “XXXX Replacement Biodiesel.” If all above criteria are met, MBF will accept the XXXX Replacement Biodiesel, and upon delivery XXXX will reimburse MBF for the Incremental Transportation Costs and MBF shall pay to XXXX the XXXX Replacement Biodiesel Price. Any proposed replacement Biodiesel that is not XXXX Replacement Biodiesel shall be referred to as “Third Party Replacement Biodiesel.” In the event that XXXX’x notice offers Third Party Replacement Biodiesel, MBF shall have the sole discretion to accept or reject such Third Party Replacement Biodiesel. If MBF does not accept an offer of Third Party Replacement Biodiesel within three (3) business days of XXXX’x notice, such offer shall be deemed rejected. If MBF accepts such offer of Third Party Replacement Biodiesel, upon delivery XXXX will reimburse MBF for the Incremental Transportation Costs and MBF shall pay to XXXX a price equal to the Toll Fee that MBF would have been obligated to pay hereunder for the Biodiesel being replaced (“Third Party Replacement Biodiesel Price”). If XXXX delivers XXXX Replacement Biodiesel to MBF, and/or if MBF elects to accept Third Party Replacement Biodiesel, then XXXX will be deemed to have performed its obligation with respect to the volume of XXXX Replacement Biodiesel and/or the accepted volume of Third Party Replacement Biodiesel, as applicable; provided that XXXX reimburses MBF for the Incremental Transportation Costs of any XXXX or approved Third Party Replacement Biodiesel. If XXXX delivers XXXX Replacement Biodiesel to MBF, and/or if MBF elects to accept Third Party Replacement Biodiesel, then XXXX will become the owner of the Feedstock that XXXX failed to process into Biodiesel, free and clear of any liens or claims of any third party, up to the volume of XXXX Replacement Biodiesel delivered and/or the accepted volume of Third Party Replacement Biodiesel, as applicable, multiplied by a factor of *** for tallow Feedstock, and multiplied by a factor of *** for soybean oil Feedstock. Title to such Feedstock will pass to XXXX only upon delivery and passage of title, free and clear of any liens or claims of any third party, to MBF of the XXXX Replacement Biodiesel and/or the accepted Third Party Replacement Biodiesel, as applicable. If XXXX does not offer XXXX Replacement Biodiesel and/or Third Party Replacement Biodiesel, or if MBF does not accept the Third Party Replacement Biodiesel offered, as applicable, XXXX’x failure to deliver the committed Biodiesel shall, subject to the default provisions of this Agreement, constitute a default of this Agreement.
Ability to Abandon CVR A Holder may at any time, at such Holder’s option, abandon all of such Holder’s remaining rights in a CVR by transferring such CVR to Parent without consideration therefor. Nothing in this Agreement is intended to prohibit Parent from offering to acquire CVRs for consideration in its sole discretion.
Regulatory Filings; Reasonable Efforts As soon as may be reasonably practicable, Company and Parent each shall file with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice ("DOJ") Notification and Report Forms relating to the transactions contemplated herein as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties. Company and Parent each shall promptly (a) supply the other with any information which may be required in order to effectuate such filings and (b) supply any additional information which reasonably may be required by the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate; provided, however, that Parent shall not be required to agree to any divestiture by Parent or the Company or any of Parent's subsidiaries or affiliates of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.
Inability to Obtain Authority The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.
Regulatory Examinations The Sub-Advisor will cooperate promptly and fully with the Advisor and/or the Trust in responding to any regulatory or compliance examinations or inspections (including information requests) relating to the Trust, the Fund or the Advisor brought by any governmental or regulatory authorities having appropriate jurisdiction (including, but not limited to, the SEC).
Field The term “
Additional Agreements; Reasonable Efforts Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) cooperating in the preparation and filing of the Proxy Statement and the 8-K, any filings that may be required under the HSR Act, and any amendments to any thereof; (ii) obtaining consents of all third parties and Governmental Entities necessary, proper or advisable for the consummation of the transactions contemplated by this Agreement; (iii) contesting any legal proceeding relating to the Merger and (iv) the execution of any additional instruments necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement, CIA and COPSIL agree to use all reasonable efforts to cause the Effective Time to occur as soon as practicable after the stockholder votes with respect to the Merger. In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall take all such necessary action.
Inability to Perform This Lease and the obligations of the Tenant hereunder shall not be affected or impaired because the Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of strike, labor troubles, acts of God, or any other cause beyond the reasonable control of the Landlord.
