Common use of Licence Transfers Clause in Contracts

Licence Transfers. (a) Within five (5) Business Days following Closing, Seller shall prepare and where applicable, electronically submit an application to the applicable Governmental Authority for the Licence Transfers and Buyer or its nominee shall, where applicable, at the same time electronically ratify and sign such application. (b) If a Governmental Authority denies any Licence Transfers because of misdescription or other minor deficiencies in the application, Seller shall within five (5) Business Days of such denial correct the application and amend and re- submit the application for the Licence Transfers and Buyer or its nominee shall, where applicable, electronically ratify and sign such application. (c) If, for any reason, a Governmental Authority requires a Party or its Affiliate or nominee to make a deposit or furnish any other form of security in order to approve any Licence Transfers, such Party shall promptly make such deposit or furnish such other form of security as required. (d) If Buyer fails to make a deposit or furnish security it is required to make or furnish under Section 2.4(c) within ten (10) days of Buyer's receipt of notification from Seller or the applicable Governmental Authority that such deposit or security is required, then Seller shall have the right to make such deposit or furnish such security on behalf of Buyer. In such event, Buyer shall (as applicable) reimburse the amount of such deposit or the costs of such security to Seller plus interest thereon at the Prime Rate plus four percent (4%) from the date such deposit or security is made or furnished by Seller until such reimbursement is made and, in the case of security, cause the security to be returned to Seller as soon as possible and indemnify Seller for the amount and costs of any draws on the security plus interest thereon at the Prime Rate from the date such draw is made until such indemnification is made. In addition to all other rights to enforce such reimbursement otherwise available to Seller, Seller shall have the right to set-off the amount of such reimbursement or indemnification (including interest) against other monies due to Buyer pursuant to this Agreement.

Licence Transfers. (a) Within five (5) No later than two Business Days prior to Closing, Vendor shall prepare, and deliver to Purchaser, draft license transfer applications with respect to the License Transfers, in a form acceptable to Vendor. Subject to the provisions of Section 8.7 hereof, to the extent applicable, within two Business Days following Closing, Seller each Party shall prepare and finalize and, where applicable, electronically submit an application to the applicable Governmental Authority for Authorities, the Licence Transfers (other than in respect of the Excluded Licences), if any, and Buyer Vendor or its nominee shall, where applicable, at the same time electronically ratify and sign concur to such applicationLicence Transfers. (b) If a Governmental Authority denies any a Licence Transfers Transfer because of misdescription or other minor deficiencies in the application, Seller shall within five (5) Business Days of such denial Purchaser shall, as soon as practicable, correct the application and amend and re- re-submit the application for the Licence Transfers and Buyer Transfer application. Vendor or its nominee shall, where applicable, electronically ratify and sign concur to such applicationLicence Transfer. (c) If, If for any reason, a Governmental Authority requires a Party or its Affiliate or nominee nominee: (i) to make a deposit or furnish any other form of security in order to approve or give effect to a Licence Transfer; or (ii) undertake any Licence Transferscorrective action or remedial work, such Party including inspections, tests or engineering assessments, Purchaser shall promptly make such deposit or furnish such other form of security as is required, in accordance with this Section or undertake such corrective or remedial work as may be required, at Purchaser’s sole expense, and Purchaser shall indemnify Vendor and its Representatives against all Losses which Vendor or its Representatives may suffer or incur as a result of Purchaser’s failure or delay in making such deposit, furnishing such security or undertaking such corrective or remedial work. All Licence Transfer processing fees (including any fees required to be paid for expedited service) shall be for Purchaser's account. (d) If Buyer fails to make a deposit or furnish security it is required to make or furnish under Section 2.4(c) within ten (10) days of Buyer's receipt of notification from Seller or the applicable Governmental Authority that such deposit denies any or security is requiredall Licence Transfers, then Seller shall have it will not derogate in any way from Purchaser's obligation to pay the right full Purchase Price to make such deposit or furnish such security on behalf of Buyer. In such event, Buyer shall (as applicable) reimburse the amount of such deposit or the costs of such security to Seller plus interest thereon at the Prime Rate plus four percent (4%) from the date such deposit or security is made or furnished by Seller until such reimbursement is made and, in the case of security, cause the security to be returned to Seller as soon as possible and indemnify Seller for the amount and costs of any draws on the security plus interest thereon at the Prime Rate from the date such draw is made until such indemnification is made. In addition to all other rights to enforce such reimbursement otherwise available to Seller, Seller shall have the right to set-off the amount of such reimbursement or indemnification (including interest) against other monies due to Buyer pursuant to this AgreementVendor.

Licence Transfers. (a) If requested by Vendor, at least five (5) Business Days prior to the Closing Time, Purchaser shall communicate with the relevant Governmental Authority to determine all conditions and deposits which the relevant Governmental Authority will require in order for the relevant Governmental Authority to approve the transfer by Vendor to Xxxxxxxx of the AER Licences and shall advise Vendor in writing of such conditions and required deposits. In such case, at the Closing Time, Purchaser shall satisfy the deposit requirements of the relevant Governmental Authority in order to approve any of those licence transfers to Purchaser. Purchaser further covenants to comply with all conditions imposed by the relevant Governmental Authority in respect of such transfers within its authority to require. (b) Within five (5) Business Days following Closing, Seller and subject to the approval of Vendor's working interest partners in the particular Asset (to the extent such working interest partners have the contractual right to grant or deny consent) Vendor shall prepare and where applicable, electronically submit an application to the applicable relevant Governmental Authority for the Licence Transfers transfer of the Xxxxx, Facilities and Buyer or its nominee shallthe Pipelines, where applicableif any, at held in the same time name of Vendor, and Xxxxxxxx shall electronically ratify and sign such application. If Vendor's working interest partners under agreements relating to an Asset have the legal right to and do deny their consent to such transfer, the Parties shall cooperate in transferring the pertinent licences to an approved operator. (bc) If a Should the relevant Governmental Authority denies deny any Licence Transfers licence transfer because of misdescription or other minor deficiencies in the application, Seller shall Vendor shall, within five two (52) Business Days of such denial Days, correct the application and amend and re- re-submit the an application for the Licence Transfers licence transfers and Buyer or its nominee shall, where applicable, Xxxxxxxx shall electronically ratify and sign such application. (cd) IfAfter Closing, whether or not Purchaser requested prior determination of the relevant Governmental Authority transfer conditions under Subclause 6.4(a), if for any reasonreason the relevant Governmental Authority has the authority to require, and does require, a Governmental Authority requires a Party or its Affiliate or nominee to make a deposit or furnish any other form of security in order to approve any Licence Transfersthe licence transfer, such Party shall promptly make shall, and covenants to immediately make, such deposit or furnish such other form of security as requireddeposit. (de) If Buyer the required Party fails to make a deposit or furnish security it is required to make or furnish under Section 2.4(cSubclause 6.4(d) within ten (10) days of Buyersuch Party's receipt of notification from Seller or the applicable relevant Governmental Authority that such deposit or security is required, then Seller the other Party shall have the right right, but not the obligation, to make such deposit or furnish such security on behalf of Buyerdeposit. In such event, Buyer the required Party shall (as applicable) reimburse the other Party for the amount of such deposit or the costs of such security to Seller plus interest thereon at the Prime Rate plus four two percent (42%) from the date such the other Party paid the deposit or security is made or furnished by Seller until such reimbursement is made and, in the case of security, cause the security to be returned to Seller as soon as possible and indemnify Seller for the amount and costs of any draws on the security plus interest thereon at the Prime Rate from the date such draw is made until such indemnification is made. In addition to all other rights to enforce such reimbursement otherwise available to Sellerthe Party making payment as set out above, Seller it shall have the right to set-off the amount of such reimbursement or indemnification (including interest) against other monies due to Buyer pursuant the required Party. (f) Each Party hereby appoints the other Party as its agent with regard to this Agreementthe payment referred to in Subclause 6.4(e), it being agreed however that the appointed Party shall not have any obligation to make such security deposits on behalf of the appointing Party.

Licence Transfers. (a) Within five ten (510) Business Days following Closing, Seller CCNGP shall prepare and where applicable, electronically submit an application to the applicable Governmental Authority Government Authorities for the Licence Transfers and Buyer or its nominee Gas Corp. shall, where applicable, at the same time electronically ratify and sign such application. (b) If a Governmental Should any Government Authority denies any deny the Licence Transfers because of misdescription or other minor deficiencies in the application, Seller CCNGP shall within five four (54) Business Days of such denial correct the application and amend and re- re-submit the an application for the Licence Transfers and Buyer or its nominee Gas Corp. shall, where applicable, electronically ratify and sign such application. (c) If, for any reason, a Governmental Government Authority requires a Party or its Affiliate or nominee to make a deposit or furnish any other form of security in order to approve any the Licence Transfers, such Party shall promptly and covenants to immediately either (i) make such deposit deposit; or (ii) furnish such other form of security as requiredthe Government Authority requires. (d) If Buyer a Party (the "DEFAULTING PARTY") fails to make a deposit or furnish security it is required to make or furnish under Section 2.4(c14.1(c) within ten (10) days of Buyerthe Defaulting Party's receipt of notification from Seller or the applicable Governmental Government Authority that such deposit or security is required, then Seller the other applicable Party (the "NON-DEFAULTING PARTY") shall have the right to make such deposit or furnish such security on behalf of Buyersecurity. In such event, Buyer the Defaulting Party shall (as applicable) reimburse the amount of such deposit or the costs of such security to Seller the Non-Defaulting Party plus interest thereon at the Prime Rate plus four percent (4%) 2% from the date such deposit or security is made or furnished by Seller the Non-Defaulting Party until such reimbursement is made and, in the case of security, cause the security to be returned to Seller the Non-Defaulting Party as soon as possible and indemnify Seller the Non-Defaulting Party for the amount and costs of any draws on the security plus interest thereon at the Prime Rate plus 2% from the date such draw is made until such indemnification is made. In addition to all other rights to enforce such reimbursement otherwise available to Sellerthe Non-Defaulting Party, Seller it shall have the right to set-off the amount of such reimbursement or indemnification (including interest) against other monies due to Buyer the Defaulting Party pursuant to this Agreement.