Rogersville Facility Clause Samples
Rogersville Facility. At the request of MHR, the Company will (or will cause its Subsidiaries to) assign to MHR or an Affiliate thereof (provided, that in respect of any assignment to such Affiliate, MHR shall contemporaneously therewith execute and deliver a parent guaranty in respect of such Affiliate’s assumption of any obligations arising from or relating to the Rogersville Facility as required by this Section 10.9, in form and substance reasonably satisfactory to the Series A-2 Majority), all of the Company’s and its Subsidiaries’ right, title and interest in and to the Rogersville Facility, pursuant to a form of deed or assignment and assumption agreement, acceptable to the Company and approved by the Series A-2 Majority in writing (such approval not to be unreasonably withheld, conditioned or delayed) and by the Company’s and its Subsidiaries’ lenders under the Existing Revolver (and/or such other credit facility of the Company or any of its Subsidiaries). Any consent required by the Company’s and/or its Subsidiaries’ lenders under the Credit Agreement or other credit facility or indentures to be executed and delivered by the Company and/or any of its Subsidiaries shall be in form and substance reasonably satisfactory to the Series A-2 Majority. For the avoidance of doubt, such assignment and assumption agreement shall expressly disclaim any representations or warranties by the Company or any of its Subsidiaries, and MHR shall assume all obligations or liabilities of the Company or its Subsidiaries related to the Rogersville Facility, whether arising in or relating to the past, present or future upon giving effect to such assignment. None of the Company, any of its Subsidiaries or any Series A-2 Member (or any Affiliate of any Series A-2 Member) shall incur any costs or expenses in connection with such assignment and any such costs or expenses shall be borne by MHR only, and MHR shall indemnify and hold harmless the Company, its Subsidiaries and each Series A-2 Member (and each Affiliate of any Series A-2 Member) for any such costs or expenses.
Rogersville Facility. At the request of MHR, Eureka Pipeline will assign to MHR or an Affiliate thereof (provided, that in respect of any assignment to such Affiliate, MHR shall contemporaneously therewith execute and deliver a parent guaranty in respect of such Affiliate’s assumption of any obligations arising from or relating to the Rogersville Facility as required by this Section 6.2, in form and substance reasonably satisfactory to MSI), all of Eureka Pipeline’s right, title and interest in and to the Rogersville Facility, pursuant to a form of deed or assignment and assumption agreement, acceptable to the Company and approved by MSI in writing (such approval not to be unreasonably withheld, conditioned or delayed) and by Eureka Pipeline’s lenders under the Credit Agreement. Any consent required by Eureka Pipeline’s lenders under the Credit Agreement or other existing credit facility or indentures to be executed and delivered by Eureka Pipeline (or any other Eureka Party) shall be in form and substance reasonably satisfactory to MSI. For the avoidance of doubt, such assignment and assumption agreement shall expressly disclaim any representations or warranties by Eureka Pipeline, and MHR shall assume all obligations or liabilities of the Company and its Subsidiaries related to the Rogersville Facility, whether arising in or relating to the past, present or future upon giving effect to such assignment. None of the Eureka Parties or their Affiliates shall incur any costs or expenses in connection with such assignment; any such costs or expenses shall be borne by MHR only, and MHR shall indemnify and hold harmless the Eureka Parties and their Affiliates for any such costs or expenses.