NGC Entitlements upon Payment Clause Samples

NGC Entitlements upon Payment. In consideration for payment of the Prepayment and Option Fee: (a) SRH and IPENZ grant NGC the exclusive first rights of negotiation to purchase from time to time any and all Gas to which the SRH Group may become entitled under all their New Zealand interests where several sale rights are permitted and, in circumstances where a joint sale agreement is sought by the relevant joint venture, IPENZ will promptly relay NGC’s offer to the other relevant joint venture parties and use its reasonable endeavours to have them accept such offer; (b) IPENZ will apply the Prepayment and Option Fee in satisfaction of the first $2 million of payments for Gas to be made by NGC (without payment of any further GST) where NGC has purchased Gas pursuant to the Option, or where NGC purchases Kahili Gas as described in clause 4.5 of this Agreement, unless NGC has elected to convert the Prepayment and Option Fee into equity in IPENZ in terms of clause 8; (c) NGC shall have the right to convert the outstanding amount of the Prepayment and Option Fee into paid-up equity in IPENZ as described in clause 8; and (d) for so long as any part of the Prepayment and Option Fee is outstanding, IPENZ’ subsidiary Millennium Oil & Gas Limited will grant NGC a registrable security interest over its interest in the ▇▇▇▇▇▇ ▇▇ as described in clause 9, each on the further terms set out in the balance of this Agreement.