Novation Agreement. Certain UCC-1 Financing Statements executed by Issuer and Independent Owner in favor of Trustee relating to security interests granted under the Indenture, Supplemental Indenture and the Assignment of Interests
Novation Agreement. Upon Contributor’s request, Company shall reasonably cooperate with Contributor to execute, and to obtain the applicable counterparty’s agreement to, any Novation Agreement in a form acceptable to the Parties which is submitted by Contributor to a counterparty to any Contributor Contract.
Novation Agreement. If title to the Property is transferred, or the Lease is assigned, the Commonwealth, the original Lessor (Transferor), and the new owner or assignee (Transferee) shall execute a Novation Agreement providing for the transfer of Transferor’s rights and obligations under the Lease to the Transferee. When executed on behalf of the Commonwealth, a Novation Agreement will be made part of the Lease.
Novation Agreement. Subject to Section 5(b) of this Deed, each of the parties hereto acknowledges, agrees and confirms that, with effect from the execution hereof:
(a) the Business Combination Transactions shall be deemed a “Business Combination” for all purposes of the Amended Forward Purchase Agreement;
(b) (i) the Purchaser’s commitment to purchase from the Company the Company Forward Purchase Securities under the Existing Agreement shall be replaced by the Purchaser’s commitment to purchase (x) 3,000,000 Class A ordinary shares of PubCo (the “PubCo Forward Purchase Shares”) and (y) 750,000 PubCo Warrants (as defined in the Business Combination Agreement) (the “PubCo Forward Purchase Warrants,” and together with the PubCo Forward Purchase Shares, collectively, the “PubCo Forward Purchase Securities”), for an aggregate purchase price equal to the FPS Purchase Price, in each case pursuant and subject to the terms and conditions of the Amended Forward Purchase Agreement; and (ii) in connection with the foregoing sub-clause (i) and in consideration of PubCo’s agreement under Section 1(c) of this Deed, each of the Company and the Purchaser shall be released and discharged from any and all obligations or duties to issue and sell, and purchase, any Company Forward Purchase Securities (including any Company Class A Shares upon exercise of any Company Warrants); and
(c) the Company’s agreement to issue and sell to the Purchaser and the Purchaser’s agreement to purchase from the Company, the Company Forward Purchase Securities under the Existing Agreement shall be replaced by the PubCo’s agreement to issue and sell to the Purchaser and the Purchaser’s agreement to purchase from PubCo, the PubCo Forward Purchase Securities, pursuant and subject to the terms and conditions of the Amended Forward Purchase Agreement.
Novation Agreement. Contributor and GIPLP will each execute and deliver to the USA a Novation Agreement in the form required by the USA and shall each provide the required resolutions and other documents required by the USA as a condition to its execution of the Novation Agreement, including, but limited to, the GSA Form 3518 to be prepared and submitted to the USA by GIPLP.
Novation Agreement. Execution and delivery of the Novation Agreement (which shall include a waiver pursuant to which NAE waives the enforcement of Section 8.11(e) of the Production Sharing Contract and agrees that, notwithstanding anything to the contrary contained in the Production Sharing Contract, the profit sharing allocation set forth in therein shall remain the same after the Closing Date);
Novation Agreement. In the event Owner elects to assign all of its rights, title and obligations under this Charter, the FPSO or the Building Contract to an acceptable Affiliate or other permitted transferee, Charterer, Owner and such Owner Affiliate or other permitted transferee shall enter into a Novation Agreement (the form of which is appended hereto as Attachment L), which Novation Agreement shall, with respect to the FPSO, this Charter and the rights and obligations to be assigned, set forth the Parties rights and obligations hereunder with respect to such assignment but Owner shall, if a substitute or equivalent guarantee acceptable in writing by Charterer is not provided on behalf of Owner under the Novation Agreement, guarantee performance by any permitted assignee of all of Owner’s obligations under this Charter, which obligations shall continue to be supported by the Owner Guarantee, which shall remain in full force and effect.
Novation Agreement. On or prior to the Closing Date, Wachovia Bank, National Association (formerly known as First Union National Bank) shall have executed and delivered an agreement with respect to Branch Banking and Trust Company's undertaking to make payments under the existing ISDA Master Agreement between the Borrower and Wachovia Bank, National Association (formerly known as First Union National Bank), which agreement shall be in form and substance acceptable to the Bank.
Novation Agreement. The Novation Agreement.
Novation Agreement. It is hereby acknowledged and agreed that pursuant to the GSA Lease, certain documents are required to be executed and delivered by Seller and Purchaser in order to confirm the transfer to Purchaser of Seller’s interest in, to and under any GSA Lease (collectively, the “GSA Transfer Documents”). From and after the Effective Date, Seller and Purchaser shall commence the necessary process for GSA approval of the transfer of the GSA Lease, and Seller and Purchaser shall cooperate with one another in good faith and utilize commercially reasonable efforts to negotiate, finalize and submit GSA Transfer Documents in form and substance reasonably acceptable to each party as soon as reasonably possible following the Closing Date. Notwithstanding the foregoing, Seller shall have the right to pursue from the Tenant under the GSA Lease (the “GSA Tenant”) a novation agreement substantially in the form of Disclosure Schedule 12 attached hereto; provided, however, if Seller is not able to obtain the novation agreement in the form attached hereto as Disclosure Schedule 12, in all events, Seller shall execute and deliver within thirty (30) days after Closing (or by such later date which is five (5) business days after receipt from the GSA Tenant of its counterpart signature to the GSA Transfer Documents as approved by the GSA Tenant) such other form of transfer or novation agreement as is requested by the GSA Tenant pursuant to the Federal Assignment of Claims Act and regulations promulgated pursuant thereunto. Without limiting the generality of the foregoing, each of Seller and Purchaser hereby covenant and agree to reasonably cooperate in connection with the procurement and execution of the GSA Transfer Documents, and agree that they shall execute the GSA Transfer Documents in such form as is ultimately acceptable to the GSA Tenant, provided that such GSA Transfer Documents do not impose any material obligation or liability on Purchaser beyond those expressly set forth in the GSA Lease. Subject to the foregoing, Purchaser and Seller each hereby agree to provide any and all additional documentation and signatures required by the GSA Tenant or reasonably requested by the other party for the novation or transfer of the GSA Lease within seven (7) business days of request from such other party. Further, in the event of any inconsistency between this Agreement and the documents delivered at Closing by the parties pursuant hereto, on the one hand, and any novation agreement exe...
