Record Title. For convenience, McMoRan shall initially hold record title to the Leasehold Interests acquired hereunder; provided however, upon written request by Participant, McMoRan will, within 120 days following the completion by the Program on an Onshore Prospect of a well capable of producing in paying quantities, or within 120 days following the installation of the first drilling and/or production platform on an Offshore Prospect by the Program, as applicable, execute and deliver to Participant a recordable assignment of Participant's interest in all Leasehold Interests in such Prospect, unless Participant has no further rights hereunder as to a particular Prospect as the result of a decision not to participate pursuant to Paragraph 18.1, Paragraph 18.2 or Paragraph 19.2, as applicable. Notwithstanding the foregoing, if a Prospect involves the acquisition of a Leasehold Interests from a third party, the period hereinabove provided for the delivery of assignments shall be extended, if required, until 60 days following the receipt of an assignment of interest by McMoRan from such third party; provided however, in the event that such an assignment requires the approval of a governmental authority then such period will be extended for 60 days following the receipt by McMoRan of the required approval from the governmental authority. In addition, at the end of Program Xxxx XxXxXxx shall execute and deliver to Participant a recordable assignment of Participant's interest in any other Leasehold Interests not previously conveyed to Participant during the Program Term pursuant to any provision of this Agreement. Such assignment shall warrant title against all parties claiming by, through or under McMoRan, but not otherwise; but McMoRan shall assign to Participant, with full right of subrogation, to the extent so transferable, the benefit of and the right to enforce the covenants and warranties, if any, which McMoRan is entitled to enforce with respect to the interest assigned or any part thereof. Each assignment shall be subject to this Agreement and shall be charged with and burdened by the proportionate part of the royalties provided for in each lease covered thereby, any overriding royalty or similar interest with which such Leasehold Interests are burdened as authorized by Paragraph 11.1 hereof and any other contracts or agreements with which such Leasehold Interests are burdened by McMoRan as expressly authorized by other provisions of this Agreement and which continue to burden such Leasehold Interests at the time of such assignment. If, however, there are restrictions on assignability with respect to a Prospect or Leasehold Interests prohibiting McMoRan as nominee for the Program from transferring interests in such Prospect or Leasehold Interests, McMoRan shall continue to hold record title in its name on behalf of the parties owning interests therein rather than for the Program, and at the request of such parties will execute a mutually acceptable nominee agreement.
Appears in 2 contracts
Samples: Participation Agreement (McMoran Oil & Gas Co /De/), Participation Agreement (McMoran Exploration Co /De/)
Record Title. For convenience, McMoRan shall initially hold record title to the Leasehold Interests acquired hereunder; provided however, upon written request by Participant, McMoRan will, within 120 days following the completion by the Program on an Onshore Prospect of a well capable of producing in paying quantities, or within 120 days following the installation of the first drilling and/or production platform on an Offshore Prospect by the Program, as applicable, execute and deliver to Participant a recordable assignment of Participant's interest in all Leasehold Interests in such Prospect, unless Participant has no further rights hereunder as to a particular Prospect as the result of a decision not to participate pursuant to Paragraph 18.117.1, Paragraph 18.2 17.2 or Paragraph 19.218.2, as applicable. Notwithstanding the foregoing, if a Prospect involves the acquisition of a Leasehold Interests from a third party, the period hereinabove provided for the delivery of assignments shall be extended, if required, until 60 days following the receipt of an assignment of interest by McMoRan from such third party; provided however, in the event that such an assignment requires the approval of a governmental authority then such period will be extended for 60 days following the receipt by McMoRan of the required approval from the governmental authority. In addition, at the end of Program Xxxx XxXxXxx shall execute and deliver to Participant a recordable assignment of Participant's interest in any other Leasehold Interests Interest not previously conveyed to Participant included in a Prospect during the Program Term pursuant to any provision of this Agreement. Such assignment shall warrant title against all parties claiming by, through or under McMoRan, but not otherwise; but McMoRan shall assign to Participant, with full right of subrogation, to the extent so transferable, the benefit of and the right to enforce the covenants and warranties, if any, which McMoRan is entitled to enforce with respect to the interest assigned or any part thereof. Each assignment shall be subject to this Agreement and shall be charged with and burdened by the proportionate part of the royalties provided for in each lease covered thereby, any overriding royalty or similar interest with which such Leasehold Interests are burdened as authorized by Paragraph 11.1 hereof and any other contracts or agreements with which such Leasehold Interests are burdened by McMoRan as expressly authorized by other provisions of this Agreement and which continue to burden such Leasehold Interests at the time of such assignment. If, however, there are restrictions on assignability with respect to a Prospect or Leasehold Interests Interest prohibiting McMoRan as nominee for the Program from transferring interests in such Prospect or Leasehold InterestsInterest, McMoRan shall continue to hold record title in its name on behalf of the parties owning interests therein rather than for the Program, and at the request of such parties will execute a mutually acceptable nominee agreement.
Appears in 2 contracts
Samples: Participation Agreement (McMoran Oil & Gas Co /De/), Participation Agreement (McMoran Oil & Gas Co /De/)
Record Title. For convenience, McMoRan (a) Buyer shall initially hold record title to the Leasehold Interests acquired hereunder; provided however, upon written Subject Trust Units and shall request by Participant, McMoRan will, within 120 days following that the completion Subject Trust Units be registered on the record books of the Trust in the name 'Quatro Finale IV LLC' and that certificates evidencing the Subject Trust Units and bearing such record title be issued by the Program on an Onshore Prospect Transfer Agent to Buyer, and Seller hereby agrees to execute any and all instruments, assignments and other documents reasonably necessary for Buyer to effect such requested registration of such certificates. Seller hereby acknowledges that Seller owns no beneficial title or interest in or to the Subject Trust Units, other than the Call Option, and that the beneficial ownership and title to the Subject Trust Units is held by Buyer.
(b) In order to effectuate Seller's voting and written consent rights as further delineated below, Buyer shall promptly advise Seller of any and all matters submitted to a well capable of producing in paying quantitiesvote by, or within 120 days following with respect to which a written consent is requested from, Unitholders and shall provide copies to Seller of all proxy statements or other information submitted to Unitholders, and Buyer shall vote the installation Subject Trust Units in accordance with the requirements of Section 3."
Section 2.3 Section 3(a) of the first drilling and/or production platform on an Offshore Prospect by Existing Voting Agreement is hereby deleted in its entirety and the Programfollowing substituted therefore:
(a) Commencing at the Effective Time, as applicableSeller shall have the right to, execute and deliver in its sole discretion, direct Buyer to Participant a recordable assignment of Participant's interest in all Leasehold Interests in such Prospect, unless Participant has no further rights hereunder as vote the Subject Trust Units with reference to any matter submitted to a particular Prospect as the result of a decision not to participate pursuant to Paragraph 18.1, Paragraph 18.2 vote or Paragraph 19.2, as applicable. Notwithstanding the foregoing, if a Prospect involves the acquisition of a Leasehold Interests from a third party, the period hereinabove provided for the delivery of assignments shall be extended, if required, until 60 days following the receipt of an assignment of interest by McMoRan from such third party; provided however, in the event that such an assignment requires the approval of a governmental authority then such period will be extended for 60 days following the receipt by McMoRan written consent of the required approval from the governmental authority. In additionUnitholders with a Voting Record Date, at the end of Program Xxxx XxXxXxx shall or to execute and deliver to Participant a recordable assignment of Participant's interest in any other Leasehold Interests not previously conveyed to Participant during the Program Term pursuant to any provision of this Agreement. Such assignment shall warrant title against all parties claiming by, through or under McMoRan, but not otherwise; but McMoRan shall assign to Participant, with full right of subrogation, to the extent so transferable, the benefit of and the right to enforce the covenants and warranties, if any, which McMoRan is entitled to enforce written consent with respect to the interest assigned or Subject Trust Units with respect to any part thereof. Each assignment shall be subject matter, occurring prior to this Agreement and shall be charged with and burdened by the proportionate part of the royalties provided for in each lease covered thereby, any overriding royalty or similar interest with which such Leasehold Interests are burdened as authorized by Paragraph 11.1 hereof and any other contracts or agreements with which such Leasehold Interests are burdened by McMoRan as expressly authorized by other provisions of this Agreement and which continue to burden such Leasehold Interests at the time of such assignment. IfVoting Period Termination Date; provided, however, there are restrictions on assignability with respect that Seller shall not have the right to direct Buyer to vote or execute a Prospect written consent in favor of any proposed amendment to the Trust Agreement, the Gas Purchase Agreement or Leasehold Interests prohibiting McMoRan as nominee for the Program from transferring interests in such Prospect or Leasehold InterestsGas Gathering Agreement to which Buyer, McMoRan shall continue to hold record title in its name on behalf of sole discretion, does not agree."
Section 2.4 The following language is added to the parties owning interests therein rather than for the Program, and at the request of such parties will execute Existing Voting Agreement as a mutually acceptable nominee agreement.new Section 17 thereto:
Appears in 1 contract
Samples: Nominee and Voting Rights Agreement (Williams Coal Seam Gas Royalty Trust)
Record Title. For convenience, McMoRan shall initially hold record title to the Leasehold Interests acquired hereunder; provided however, upon written request by Participant, McMoRan will, within 120 days following the completion by the Program on an Onshore Prospect of a well capable of producing in paying quantities, or within 120 days following the installation of the first drilling and/or production platform on an Offshore Prospect by the Program, as applicable, execute and deliver to Participant a recordable assignment of Participant's interest in all Leasehold Interests in such Prospect, unless Participant has no further rights hereunder as to a particular Prospect as the result of a decision not to participate pursuant to Paragraph 18.1Xxxxxxxxx 00.0, Paragraph Xxxxxxxxx 18.2 or Paragraph 19.2, as applicable. Notwithstanding the foregoing, if a Prospect involves the acquisition of a Leasehold Interests from a third party, the period hereinabove provided for the delivery of assignments shall be extended, if required, until 60 days following the receipt of an assignment of interest by McMoRan from such third party; provided however, in the event that such an assignment requires the approval of a governmental authority then such period will be extended for 60 days following the receipt by McMoRan of the required approval from the governmental authority. In addition, at the end of Program Xxxx XxXxXxx Term McMoRan shall execute and deliver to Participant a recordable assignment of Participant's interest in any other Leasehold Interests not previously conveyed to Participant during the Program Term pursuant to any provision of this Agreement. Such assignment shall warrant title against all parties claiming by, through or under McMoRan, but not otherwise; but McMoRan shall assign to Participant, with full right of subrogation, to the extent so transferable, the benefit of and the right to enforce the covenants and warranties, if any, which McMoRan is entitled to enforce with respect to the interest assigned or any part thereof. Each assignment shall be subject to this Agreement and shall be charged with and burdened by the proportionate part of the royalties provided for in each lease covered thereby, any overriding royalty or similar interest with which such Leasehold Interests are burdened as authorized by Paragraph 11.1 hereof and any other contracts or agreements with which such Leasehold Interests are burdened by McMoRan as expressly authorized by other provisions of this Agreement and which continue to burden such Leasehold Interests at the time of such assignment. If, however, there are restrictions on assignability with respect to a Prospect or Leasehold Interests prohibiting McMoRan as nominee for the Program from transferring interests in such Prospect or Leasehold Interests, McMoRan shall continue to hold record title in its name on behalf of the parties owning interests therein rather than for the Program, and at the request of such parties will execute a mutually acceptable nominee agreement.
Appears in 1 contract
Samples: Participation Agreement (Phosphate Resource Partners Limited Partnership)