Participation Obligations Clause Samples

Participation Obligations. The Special Project Participants shall hold the Authority, and all Authority members and other third-parties that are not participating in this Special Project Agreement, free and harmless from liability and shall indemnify each of them against any and all costs, losses, damages, claims and liabilities arising from performance of this Special Project Agreement.
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Participation Obligations. In the event that the Managing Member (the “Majority Members”) desires or proposes to sell its Membership Units on an arm’s-length basis, each other Member or Members (hereinafter referred to collectively as the “Minority Members”) agrees that, such other Members will sell their Membership Units in accordance with the provisions of this Section 6.6; provided, however, that a Minority Member shall not be required to make any representations or warranties in such sale transaction concerning any matter other than title to the Membership Units being sold. The Majority Members shall make such a request by notifying the Minority Members in writing of the proposed sale at least twenty (20) days prior to the proposed closing date of the transaction, which notice shall describe the principal terms of the proposed sale, including, without limitation, the name and address of the prospective purchaser, the purchase price per Membership Unit, the terms of payment, the time and place of the proposed sale, the number of Membership Units to be sold and the percentage which such Membership Units represent of all of the Membership Units owned (the “Unit Percentage”). The percentage of each of the Minority Member’s shares to be sold shall not exceed the Unit Percentage. Each Minority Member shall execute and deliver all related documentation and take such other action in support of such sale by the Majority Member as shall reasonably be requested by the Company or the Majority Members in order to carry out the terms and provisions of this Section 6.6, including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, contribution agreement, letter of transmittal, consent, waiver, governmental filing, and any similar or related documents, notwithstanding the fact that any such agreement may create any obligations or duties on such holder of Membership Units that do not exist on the date of this Agreement; provided that no Member that is not an employee of the Company shall be required to execute any non-competition agreement or otherwise become bound by such restrictions. Each Minority Member hereby irrevocably constitutes and appoints the Managing Member and any representative or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Minority Member and in th...
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Participation Obligations. In the event that the Directors (the “Majority Members”) desire or propose to sell its Membership Units on an arm’s-length basis substantially for cash and/or for securities for which there exists a ready public market, each other Member or Members (hereinafter referred to collectively as the “Minority Members”) agrees that, such other Members will sell their Membership Units in accordance with the provisions of this Section 6.8; provided, however, that a Minority Member shall not be required to make any representations or warranties in such sale transaction concerning any matter other than title to the Membership Units being sold, and provided further that the Minority Member shall not be required to enter into any agreements in connection with such sale with respect to post-sale activities (i.e.. covenants not to compete, etc.). The Majority Members shall make such a request by notifying the Minority Members in writing of the proposed sale at least twenty (20) days prior to the proposed closing date of the transaction, which notice shall describe the principal terms of the proposed sale, including, without limitation, the name and address of the prospective purchaser, the purchase price per Membership Unit, the terms of payment, the time and place of the proposed sale, the number of Membership Units to be sold and the percentage which such Membership Units represent of all of the Membership Units owned (the “Unit Percentage”). The percentage of each of the Minority Member’s shares to be sold shall not exceed the Unit Percentage. Notwithstanding the forgoing to the contrary, the Right of First Refusal set forth in 6.4 shall waive priority over the provisions in 6.8.
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Participation Obligations. 2.1 Within fifteen (15) days of execution of this Agreement APACHE will pay to FXEN a one-time fee of $500,000. 2.2 APACHE will pay all amounts referred to in the Western Carpathian Usufruct that are required to maintain such Usufruct in full force and effect during the First Three-year Exploration Period, consisting of the one-time mining usufruct fee, the concession fees, and the annual training fees. 2.3 APACHE hereby commits to drill, test, and complete or abandon, and will pay all of the APACHE and FXEN Participation Interest share of all costs of drilling, testing, and abandoning (but not the costs after the decision to run production casing, which shall be paid in proportion to Participation Interests) each of the three ▇▇▇▇▇ specified in Articles 4.3 and 4.4 of the Western Carpathian Usufruct. Such three ▇▇▇▇▇ are referred to herein as the "Required Earning ▇▇▇▇▇". Each of the Required Earning ▇▇▇▇▇ shall be an exploratory well and not an appraisal or development well. APACHE will have the ultimate decision in selecting the drilling location of each Required Earning Well. Apache shall spud the first Required Earning Well in the Western Carpathian Usufruct before December 31, 1999, and the remaining two Required Earning ▇▇▇▇▇ in the Western Carpathian Usufruct before June 30, 2000. 2.4 APACHE will pay all of the APACHE and FXEN Participation Interest share of all costs in connection with the acquisition and processing of: (a) not less than the 350 km of seismic in the Western Carpathian Usufruct area, and (b) all seismic acquired or processed in the Western Carpathian Usufruct Area until such time as the last of the Required Earning ▇▇▇▇▇ applicable to such Usufruct has been drilled and completed or abandoned, provided, that FXEN shall pay its Participation Interest share of all seismic acquisition over and above 500 km. 2.5 APACHE will pay all of the APACHE and FXEN Participation Interest share of all costs of every kind connected with the ownership, administration and operation of the Western Carpathian Usufruct until such time as the last of the Required Earning ▇▇▇▇▇ has been drilled and completed or abandoned. After the last of the three Required Earning ▇▇▇▇▇ has been drilled and completed or abandoned, FXEN shall pay its Participation Interest share of all costs relating to ownership, administration and operation including drilling and seismic but excluding costs to be paid by Apache pursuant to Article 2.2 during the First three-year Explora...
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Participation Obligations. Notwithstanding any other ------------------------- provision of this Agreement, each Lender hereby agrees that its obligation to participate in each Letter of Credit issued in accordance herewith and its obligation to make the payments to be made by it under this Section 2.12 is absolute, irrevocable and unconditional and shall not be affected by any event, condition or circumstance whatever. The failure of any Lender to make any such payment shall not relieve any other Lender of its funding obligation hereunder on the date due, but no Lender shall be responsible for the failure of any other Lender to meet its funding obligations hereunder.
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Participation Obligations. Each Lender severally agrees with the Issuing Bank to participate to the extent of its Loan Commitment Percentage in the extensions of credit or other obligations arising from the issuance of the Virginia Power Letters of Credit and any Trade Letters of Credit.
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Participation Obligations. 2.1 Within fifteen (15) days of execution of this Agreement APACHE will pay to FXEN a one-time fee of $450,000 (less the $150,000 already paid). 2.2 APACHE will pay all amounts referred to in each of the FX Usufructs that are required to maintain such Usufruct in full force and effect during the First Three-year Exploration Period, consisting of the one-time mining usufruct fee, the concession fees, and the annual training fees. 2.3 APACHE hereby commits to drill, test, and complete or abandon, and will pay all of the APACHE and FXEN Participation Interest share of all costs of drilling, testing, and completing or abandoning each of the six wells required under the FX Usufructs during the appli▇▇▇▇▇ First 3-Year Exploration Phase plus a seventh well in a Lubex Usufruct Area (such seven wells are referred to herein as the "First Phase Required W▇▇▇▇"). Each of the First Phase Required Wells shall ▇▇ ▇n exploratory well and not an appraisa▇ ▇▇ development well, and shall be drilled to a depth sufficient to test Carboniferous or Devonian or deeper formations, estimated at a depth of 2,000 to 3,000 meters. APACHE will have the ultimate decision in selecting the drilling location of each First Phase Required Well. Apache shall spud at least two of the First Phase Required Wells before July 1, 1998, at least two more before De▇▇▇▇▇r 31, 1998, and the remaining three before July 1, 1999. 2.4 APACHE will pay all of the APACHE and FXEN Participation Interest share of all costs in connection with the acquisition and processing of: (a) not less than the minimum amount of seismic required under each of the FX Usufructs, and (b) all seismic acquired or processed in each individual FX Usufruct Area until such time as the last of the First Phase Required Wells applicable to such individual FX Usufruct has be▇▇ ▇▇illed and completed or abandoned. Notwithstanding the foregoing, FXEN will share the cost of a portion of the initial seismic program pertaining to the Lubex Usufruct as described in Exhibit B to the Geophysical Contract between Lubex and Geofizyka Krakow dated May 15, 1997 as follows: a. APACHE shall be solely responsible for all of the cost of such seismic as is accepted by the Bureau of Geological Concessions in satisfaction of the earning requirements under FX Usufructs other than the Lubex Usufruct; b. APACHE shall be solely responsible for all of the cost of the remainder of the seismic pertaining to the Lubex blocks up to a maximum of 500 km within the Lub...
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Participation Obligations 
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Related to Participation Obligations

  • Termination Obligations The Supplier shall comply with all of its obligations contained in the Exit Plan. Upon termination or expiry (as the case may be) or at the end of the Termination Assistance Period (or earlier if this does not adversely affect the Supplier's performance of the Ordered Panel Services and the Termination Assistance and its compliance with the other provisions of this Contract Schedule 2), the Supplier shall: cease to use the Customer Data; provide the Customer and/or the Replacement Supplier with a complete and uncorrupted version of the Customer Data in electronic form (or such other format as reasonably required by the Customer); erase from any computers, storage devices and storage media that are to be retained by the Supplier after the end of the Termination Assistance Period all Customer Data and promptly certify to the Customer that it has completed such deletion; return to the Customer such of the following as is in the Supplier's possession or control: all materials created by the Supplier under this Legal Services Contract in which the IPRs are owned by the Customer; any equipment which belongs to the Customer; any items that have been on-charged to the Customer, such as consumables; and any sums prepaid by the Customer in respect of Ordered Panel Services not delivered by the Expiry Date; vacate any Customer Premises; remove the Supplier Equipment together with any other materials used by the Supplier to supply the Ordered Panel Services and shall leave the sites in a clean, safe and tidy condition. The Supplier is solely responsible for making good any damage to the sites or any objects contained thereon, other than fair wear and tear, which is caused by the Supplier and/or any Supplier Personnel; provide access during normal working hours to the Customer and/or the Replacement Supplier for up to twelve (12) Months after expiry or termination to: such information relating to the Ordered Panel Services as remains in the possession or control of the Supplier; and such members of the Supplier Personnel as have been involved in the design, development and provision of the Ordered Panel Services and who are still employed by the Supplier, provided that the Customer and/or the Replacement Supplier shall pay the reasonable costs of the Supplier actually incurred in responding to requests for access under this paragraph. Upon termination or expiry (as the case may be) or at the end of the Termination Assistance Period (or earlier if this does not adversely affect the Supplier's performance of the Ordered Panel Services and the Termination Assistance and its compliance with the other provisions of this Contract Schedule 2), each Party shall return to the other Party (or if requested, destroy or delete) all Confidential Information of the other Party and shall certify that it does not retain the other Party's Confidential Information save to the extent (and for the limited period) that such information needs to be retained by the Party in question for the purposes of providing or receiving any Ordered Panel Services or termination services or for statutory compliance purposes. Except where this Contract provides otherwise, all licences, leases and authorisations granted by the Customer to the Supplier in relation to the Ordered Panel Services shall be terminated with effect from the end of the Termination Assistance Period.

  • Nature of Participation and Reimbursement Obligations Each Lender’s obligation in accordance with this Agreement to make the Loans or Participation Revolving Loans as a result of a drawing under a Letter of Credit, and the obligations of the Borrowers to reimburse the Administrative Agent upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.03 under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the Borrowers or any other Person for any reason whatsoever; (ii) the failure of the Borrowers or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in this Agreement for the making of a Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Lenders to make Participation Revolving Loans under Section 2.03(d); (iii) any lack of validity or enforceability of any Letter of Credit; (iv) any claim of breach of warranty that might be made by any Borrower or any Lender against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense or other right which any Borrower or any Lender may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or the proceeds thereof (or any Person for whom any such transferee may be acting), the Administrative Agent or any Lender or any other Person, whether in connection with this Agreement, such Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrowers or any other party and the beneficiary for which any Letter of Credit was procured); (v) the lack of power or authority of any signatory of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with any Letter of Credit, or the transport of any property or provisions of services relating to a Letter of Credit, in each case even if the Administrative Agent or any of the Administrative Agent’s Affiliates has been notified thereof; (vi) except as provided in Section 2.03(g), any payment by the Administrative Agent under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit; (viii) any failure by the Administrative Agent or any of the Administrative Agent’s Affiliates to issue any Letter of Credit in the form requested by the Borrowers, unless the Administrative Agent has received written notice from the Parent Borrower of such failure within three Business Days after the Administrative Agent shall have furnished Parent Borrower a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice; (ix) any Material Adverse Effect on any Borrower or any Guarantor; (x) any breach of this Agreement or any Loan Document by any party thereto; (xi) the occurrence or continuance of a proceeding under any Debtor Relief Law with respect to any Borrower or any Guarantor; (xii) the fact that a Default or Event of Default shall have occurred and be continuing; (xiii) the fact that the Revolving Facility Maturity Date shall have expired or this Agreement or the Finance Obligations hereunder shall have been terminated; and (xiv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. Nothing contained in this Section 2.03(h) shall be deemed to relieve the Administrative Agent or the L/C Issuer from any claim by the Borrowers for the gross negligence or willful misconduct of the Administrative Agent or the L/C Issuer, respectively, in respect of honoring or failing to honor any drawing under any Letter of Credit or otherwise in respect of any Letter of Credit, but any such claim may not be used as a defense to the reimbursement obligation for any such drawing.

  • Mitigation Obligations If Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 5.01 or this Section 5.03, then such Lender shall (at the request of Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.03, as the case may be, in the future, (ii) not subject such Lender to any unreimbursed cost or expense and (iii) not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and delegation.

  • Notification Obligations (a) If by reason of a Political Event or Change in Law a Party is wholly or partially unable to carry out its obligations under this Agreement, the affected Party shall: (i) give each other Party notice of the Political Event or Change in Law as soon as practicable, but in any event, not later than three (3) Days after the affected Party became aware, or should have become aware, of the occurrence of the Political Event or Change in Law or six (6) hours after the resumption of any means of providing notice between the Company and the GOB, whichever is later; and (ii) give each other Party a second notice, describing the Political Event or Change in Law in reasonable detail and, to the extent that can be reasonably determined at the time of the second notice, providing a preliminary evaluation of the obligations affected, a preliminary estimate of the period of time that the affected Party will be unable to perform the obligations, and other relevant matters as soon as practicable, but in any event, not later than seven (7) Days after the initial notice of the occurrence of the Political Event or Change in Law is given by the affected Party. When appropriate or when reasonably requested to do so by any other Party, the affected Party shall provide further notices to the other Party more fully describing the Political Event or Change in Law and its cause and providing or updating information relating to the efforts of the affected Party to avoid and/or to mitigate the effect(s) thereof and estimates, to the extent practicable, of the time that the affected Party reasonably expects it will be unable to carry out any of its affected obligations due to the Political Event or Change in Law. (b) The affected Party shall also provide notice to each other Party of: (i) with respect to an ongoing Political Event or Change in Law the cessation of the Political Event or Change in Law; and (ii) its ability to recommence performance of its obligations under this Agreement, as soon as possible, but in any event, not later than seven (7) Days after the occurrence of each of (i) and (ii) above. (c) Failure by the affected Party to give notice of a Political Event or Change in Law to the other Parties within the ten (10) Day period or one (1) Business Day period required by Section 11A.2(a) shall not prevent the affected Party from giving such notice at a later time; provided, that in such case, the affected Party shall not be excused pursuant to Section 11A.4 for any failure or delay in complying with its obligations under or pursuant to this Agreement until the notice required by Section 11A.2(a)(i) has been given; and if such notice is given within the three (3) Day period or six (6) hour period as required by Section 11A.2(a)(i), the affected Party shall be excused for such failure or delay pursuant to Section 11A.4 from the date of commencement of the relevant Political Event or Change in Law.

  • Cooperation obligations The Parties undertake to cooperate to allow the timely submission, examination, publication and defence of any dissertation or thesis for a degree that includes their Results or Background subject to the confidentiality and publication provisions agreed in this Consortium Agreement.