Common use of Licence Transfers Clause in Contracts

Licence Transfers. (a) The Purchaser confirms it has submitted a Directive 067 application for General Eligibility to the AER. (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 the AER denies any of the LTAs because of misdescription or other minor deficiencies contained therein, the Vendor shall, within two (2) Business Days of such denial, correct the LTA(s) and amend and re-submit the LTA(s), and the Purchaser shall accept or ratify such re-submitted LTAs without delay. (d) The Purchaser shall on a timely and continuing basis keep the Vendor fully apprised and informed regarding all communications the Purchaser may have with the AER in connection with the Transaction, 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.

Licence Transfers. (a) The Purchaser confirms it has submitted a Directive 067 application for General Eligibility If requested by Vendor, at least five (5) Business Days prior to the AERClosing 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) Provided the Court Approval has been obtained, the Vendor shall electronically submit applications to the AER for the Licence Transfers Within five ("LTAs"), and confirm that such submission has been made to the Purchaser within two (25) Business Days following Closing, 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 electronically submit an application to the relevant Governmental Authority for the transfer of the Court Approval being obtainedXxxxx, Facilities and the Pipelines, if any, held in the name of Vendor, and in addition Xxxxxxxx shall electronically ratify and sign such application. If Vendor's working interest partners under agreements relating to an Asset have the Vendor shall cause legal right to be provided any information and documentation along with do deny their consent to 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 thereintransfer, the Parties shall cooperate in transferring the pertinent licences 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 2.3an approved operator. (c) If Should the AER denies relevant Governmental Authority deny any of the LTAs licence transfer because of misdescription or other minor deficiencies contained thereinin the application, the Vendor shall, within two (2) Business Days of such denialDays, correct the LTA(s) application and amend and re-submit an application for the LTA(s), licence transfers and the Purchaser Xxxxxxxx shall accept or electronically ratify and sign such re-submitted LTAs without delayapplication. (d) The After Closing, whether or not Purchaser shall on a timely and continuing basis keep requested prior determination of the Vendor fully apprised and informed regarding all communications relevant Governmental Authority transfer conditions under Subclause 6.4(a), if for any reason the Purchaser may have with relevant Governmental Authority has the AER in connection with the Transaction, including all communications respecting LTAs and General Eligibilityauthority to require, and without limiting does require, a Party to make a deposit in order to approve the generality 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 other rights to enforce such reimbursement otherwise available to the Party making payment as set out above, it 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 have any obligation to make such security deposits on behalf 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 Purchaserappointing Party.

Licence Transfers. (a) The Purchaser confirms it has submitted a Directive 067 application for General Eligibility No later than two Business Days prior to Closing, Vendor shall prepare, and deliver to Purchaser, draft license transfer applications with respect to the AERLicense 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) Provided the Court Approval has been obtained, the Vendor shall electronically submit applications to the AER for the If a Governmental Authority denies a 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 the AER denies any of the LTAs Transfer because of misdescription or other minor deficiencies contained thereinin the application, the Vendor Purchaser shall, within two (2) Business Days of such denialas soon as practicable, correct the LTA(s) application and amend and re-submit the LTA(s)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 the Purchaser shall accept indemnify Vendor and its Representatives against all Losses which Vendor or ratify its Representatives may suffer or incur as a result of Purchaser’s failure or delay in making such re-submitted LTAs without delaydeposit, 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) The Purchaser shall on If a timely and continuing basis keep Governmental Authority denies any or all Licence Transfers, it will not derogate in any way from Purchaser's obligation to pay the Vendor fully apprised and informed regarding all communications the Purchaser may have with the AER in connection with the Transaction, including all communications respecting LTAs and General Eligibility, and without limiting the generality of the foregoing the Purchaser shall provide copies full Purchase Price 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 PurchaserVendor.

Licence Transfers. (a) The Purchaser confirms it has submitted a Directive 067 Within ten (10) Business Days following Closing, CCNGP shall prepare and where applicable, electronically submit an application for General Eligibility to the AERGovernment Authorities for the Licence Transfers and Gas Corp. shall, where applicable, electronically ratify and sign such application. (b) Provided the Court Approval has been obtained, the Vendor shall electronically submit applications to the AER for Should any Government Authority deny 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 the AER denies any of the LTAs because of misdescription or other minor deficiencies contained thereinin the application, the Vendor shall, CCNGP shall within two four (24) Business Days of such denial, correct the LTA(s) application and amend and re-submit an application for the LTA(s)Licence Transfers and Gas Corp. shall, where applicable, electronically ratify and sign such application. (c) If, for any reason, a Government Authority requires a Party to make a deposit or furnish any other form of security in order to approve the Purchaser Licence Transfers, such Party shall accept and covenants to immediately either (i) make such deposit; or ratify (ii) furnish such re-submitted LTAs without delayother form of security as the Government Authority requires. (d) The Purchaser shall on If a timely and continuing basis keep Party (the Vendor fully apprised and informed regarding all communications the Purchaser may have with the AER in connection with the Transaction, including all communications respecting LTAs and General Eligibility, and without limiting the generality "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 foregoing Defaulting Party's receipt of notification from the Purchaser Government Authority that such deposit or security is required, the other applicable Party (the "NON-DEFAULTING PARTY") shall provide copies 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 Vendor of all related correspondence Non-Defaulting Party plus interest thereon at the Prime Rate plus 2% from the Purchaser 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 AER, Non-Defaulting Party as soon as possible and indemnify the Purchaser shall request that Non-Defaulting Party for the AER provide copies 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 the Vendor Non-Defaulting Party, it shall have the right to set-off the amount of all related correspondence from the AER such reimbursement or indemnification (including interest) against other monies due to the PurchaserDefaulting Party pursuant to this Agreement.

Licence Transfers. (a) The Purchaser confirms it has submitted a Directive 067 Within five (5) Business Days following Closing, Seller shall prepare and where applicable, electronically submit an application for General Eligibility to the AERapplicable 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) Provided the Court Approval has been obtained, the Vendor shall electronically submit applications to the AER for the If a Governmental Authority denies any 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 the AER denies any of the LTAs because of misdescription or other minor deficiencies contained thereinin the application, the Vendor shall, Seller shall within two five (25) Business Days of such denial, denial correct the LTA(s) application and amend and re-re- submit the LTA(s)application for the Licence Transfers and Buyer or its nominee shall, where applicable, electronically ratify and the Purchaser 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 accept promptly make such deposit or ratify furnish such re-submitted LTAs without delayother form of security as required. (d) The Purchaser 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 a timely and continuing basis keep behalf of Buyer. In such event, Buyer shall (as applicable) reimburse the Vendor fully apprised and informed regarding all communications amount of such deposit or the Purchaser may have with costs of such security to Seller plus interest thereon at the AER in connection with the Transaction, 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 Prime Rate plus four percent (4%) from the Purchaser 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 AER, amount and costs of any draws on the Purchaser shall request that security plus interest thereon at the AER provide copies to the Vendor of all related correspondence Prime Rate from the AER 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 Purchaserright to set-off the amount of such reimbursement or indemnification (including interest) against other monies due to Buyer pursuant to this Agreement.