Common use of Licence Transfers Clause in Contracts

Licence Transfers. (a) 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, each Party shall finalize and, where applicable, electronically submit to the applicable Governmental Authorities, the Licence Transfers (other than in respect of the Excluded Licences), if any, and Vendor or its nominee shall, where applicable, electronically ratify and concur to such Licence Transfers. (b) If a Governmental Authority denies a Licence Transfer because of misdescription or other minor deficiencies in the application, Purchaser shall, as soon as practicable, correct the application and amend and re-submit the Licence Transfer application. Vendor or its nominee shall, where applicable, electronically ratify and concur to such Licence Transfer. (c) If for any reason, a Governmental Authority requires a Party or its nominee: (i) to make a deposit or furnish any other form of security to approve or give effect to a Licence Transfer; or (ii) undertake any corrective action or remedial work, including inspections, tests or engineering assessments, Purchaser shall 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 a Governmental Authority denies any or all Licence Transfers, it will not derogate in any way from Purchaser's obligation to pay the full Purchase Price to Vendor.

Licence Transfers. (a) 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 Within ten (10) Business Days following Closing, each Party CCNGP shall finalize and, prepare and where applicable, electronically submit an application to the applicable Governmental Authorities, Government Authorities for the Licence Transfers (other than in respect of the Excluded Licences), if any, and Vendor or its nominee Gas Corp. shall, where applicable, electronically ratify and concur to sign such Licence Transfersapplication. (b) If a Governmental Should any Government Authority denies a deny the Licence Transfer Transfers because of misdescription or other minor deficiencies in the application, Purchaser shall, as soon as practicable, CCNGP shall within four (4) Business Days correct the application and amend and re-submit an application for the Licence Transfer application. Vendor or its nominee Transfers and Gas Corp. shall, where applicable, electronically ratify and concur to sign such Licence Transferapplication. (c) If If, for any reason, a Governmental Government Authority requires a Party or its nominee: (i) to make a deposit or furnish any other form of security in order to approve the Licence Transfers, such Party shall and covenants to immediately either (i) make such deposit; or give effect to a Licence Transfer; or (ii) undertake any corrective action or remedial work, including inspections, tests or engineering assessments, Purchaser shall 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 accountthe Government Authority requires. (d) If a Governmental Party (the "DEFAULTING PARTY") fails to make a deposit or furnish security it is required to make or furnish under Section 14.1(c) within ten (10) days of the Defaulting Party's receipt of notification from the Government Authority denies that such deposit or security is required, the other applicable Party (the "NON-DEFAULTING PARTY") shall have the right to make such deposit or furnish such security. In such event, the Defaulting Party shall (as applicable) reimburse the amount of such deposit or the costs of such security to the Non-Defaulting Party plus interest thereon at the Prime Rate plus 2% from the date such deposit or security is made or furnished by the Non-Defaulting Party until such reimbursement is made and, in the case of security, cause the security to be returned to the Non-Defaulting Party as soon as possible and indemnify the Non-Defaulting Party for the amount and costs of any or 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 Licence Transfersother rights to enforce such reimbursement otherwise available to the Non-Defaulting Party, it will not derogate in any way from Purchaser's obligation shall have the right to pay set-off the full Purchase Price amount of such reimbursement or indemnification (including interest) against other monies due to Vendorthe Defaulting Party pursuant to this Agreement.

Licence Transfers. (a) 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 Within five (5) Business Days following Closing, each Party Seller shall finalize and, prepare and where applicable, electronically submit an application to the applicable Governmental Authorities, 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 than minor deficiencies in respect the application, Seller shall within five (5) Business Days of such denial correct the Excluded Licences), if any, application and Vendor amend and re- submit the application for the Licence Transfers and Buyer or its nominee shall, where applicable, electronically ratify and concur to sign such Licence Transfers. (b) If a Governmental Authority denies a Licence Transfer because of misdescription or other minor deficiencies in the application, Purchaser shall, as soon as practicable, correct the application and amend and re-submit the Licence Transfer application. Vendor or its nominee shall, where applicable, electronically ratify and concur to such Licence Transfer. (c) If If, for any reason, a Governmental Authority requires a Party or its nominee: (i) Affiliate or nominee to make a deposit or furnish any other form of security in order to approve or give effect to a any Licence Transfer; or (ii) undertake any corrective action or remedial workTransfers, including inspections, tests or engineering assessments, Purchaser such Party 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 denies 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 all Licence Transfers, it will not derogate in any way from Purchaser's obligation indemnification (including interest) against other monies due to pay the full Purchase Price Buyer pursuant to Vendorthis Agreement.

Licence Transfers. (a) No later than two If requested by Vendor, at least five (5) Business Days prior to Closingthe 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 ▇▇▇▇▇▇▇▇ of the AER Licences and shall prepareadvise Vendor in writing of such conditions and required deposits. In such case, and deliver 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, draft license transfer applications . Purchaser further covenants to comply with all conditions imposed by the relevant Governmental Authority in respect of such transfers within its authority 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 require. (b) Within five (5) Business Days following Closing, each Party 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 finalize and, where applicable, prepare and electronically submit an application to the applicable relevant Governmental Authorities, Authority for the Licence Transfers (other than in respect transfer of the Excluded Licences)▇▇▇▇▇, Facilities and the Pipelines, if any, held in the name of Vendor, and Vendor or its nominee shall, where applicable, ▇▇▇▇▇▇▇▇ shall electronically ratify and concur 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 Licence Transferstransfer, the Parties shall cooperate in transferring the pertinent licences to an approved operator. (bc) If a Should the relevant Governmental Authority denies a Licence Transfer deny any licence transfer because of misdescription or other minor deficiencies in the application, Purchaser Vendor shall, as soon as practicablewithin two (2) Business Days, correct the application and amend and re-submit an application for the Licence Transfer application. Vendor or its nominee shall, where applicable, licence transfers and ▇▇▇▇▇▇▇▇ shall electronically ratify and concur to sign such Licence Transfer. (c) If for any reason, a Governmental Authority requires a Party or its nominee: (i) to make a deposit or furnish any other form of security to approve or give effect to a Licence Transfer; or (ii) undertake any corrective action or remedial work, including inspections, tests or engineering assessments, Purchaser shall 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 accountapplication. (d) If a After Closing, whether or not Purchaser requested prior determination of the relevant Governmental Authority denies transfer conditions under Subclause 6.4(a), if for any or reason the relevant Governmental Authority has the authority to require, and does require, a Party to make a deposit in order to approve the licence transfer, such Party shall, and covenants to immediately make, such deposit. (e) If the required Party fails to make a deposit it is required to make under Subclause 6.4(d) within ten (10) days of such Party's receipt of notification from the relevant Governmental Authority that such deposit is required, the other Party shall have the right, but not the obligation, to make such deposit. In such event, the required Party shall reimburse the other Party for the amount of such deposit plus interest thereon at the Prime Rate plus two percent (2%) from the date the other Party paid the deposit until such reimbursement is made. In addition to all Licence Transfersother rights to enforce such reimbursement otherwise available to the Party making payment as set out above, it will shall have the right to set-off the amount of such reimbursement (including interest) against other monies due to the required Party. (f) Each Party hereby appoints the other Party as its agent with regard to the payment referred to in Subclause 6.4(e), it being agreed however that the appointed Party shall not derogate in have any way from Purchaser's obligation to pay make such security deposits on behalf of the full Purchase Price to Vendorappointing Party.

Licence Transfers. (a) No later than two Business Days prior to Closing, Vendor shall prepare, and deliver to Purchaser, draft license transfer applications with respect The Purchaser confirms it has submitted a Directive 067 application for General Eligibility 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, each Party shall finalize and, where applicable, electronically submit to the applicable Governmental Authorities, the Licence Transfers (other than in respect of the Excluded Licences), if any, and Vendor or its nominee shall, where applicable, electronically ratify and concur to such Licence TransfersAER. (b) Provided the Court Approval has been obtained, the Vendor shall electronically submit applications to the AER for the Licence Transfers ("LTAs"), and confirm that such submission has been made to the Purchaser within two (2) Business Days of the Court Approval being obtained, and in addition the Vendor shall cause to be provided any information and documentation along with such LTAs to the AER which are required to be provided by the transferor in connection with the foregoing. The Purchaser shall accept or ratify such LTAs without delay, provided that, if the Purchaser in good faith determines or believes that any of the LTAs are not complete and accurate, or the AER refuses to process any such LTAs because of some defect therein, the Parties shall cooperate to duly complete or to correct such incomplete or inaccurate LTAs as soon as practicable and, thereafter, the Vendor shall promptly re-submit such LTAs and the Purchaser shall accept or ratify such re-submitted LTAs without delay. Each Party shall be responsible for its own costs relating to LTAs hereunder. The Purchaser shall provide any information and documentation in respect of such LTAs to the AER which are required to be provided by the transferee in connection with the foregoing. Following submission of the LTAs, the Purchaser shall use reasonable commercial efforts to obtain the approval from the AER of the LTAs and registration of the Licence Transfers, subject to the specific requirements of this Section 2.3. (c) If a Governmental Authority the AER denies a Licence Transfer any of the LTAs because of misdescription or other minor deficiencies in contained therein, the application, Purchaser Vendor shall, as soon as practicablewithin two (2) Business Days of such denial, correct the application LTA(s) and amend and re-submit the Licence Transfer application. Vendor or its nominee shallLTA(s), where applicable, electronically ratify and concur to such Licence Transfer. (c) If for any reason, a Governmental Authority requires a Party or its nominee: (i) to make a deposit or furnish any other form of security to approve or give effect to a Licence Transfer; or (ii) undertake any corrective action or remedial work, including inspections, tests or engineering assessments, the Purchaser shall make accept or ratify 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 accountre-submitted LTAs without delay. (d) If The Purchaser shall on a Governmental Authority denies any or timely and continuing basis keep the Vendor fully apprised and informed regarding all Licence Transferscommunications the Purchaser may have with the AER in connection with the Transaction, it will not derogate in any way including all communications respecting LTAs and General Eligibility, and without limiting the generality of the foregoing the Purchaser shall provide copies to the Vendor of all related correspondence from the Purchaser to the AER, and the Purchaser shall request that the AER provide copies to the Vendor of all related correspondence from the AER to the Purchaser's obligation to pay the full Purchase Price to Vendor.