SemMaterials Transactions Sample Clauses

SemMaterials Transactions. In connection with the orderly wind down of SemGroup’s SemMaterials operations, the Parties will enter into the following agreements:
Sample 1
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SemMaterials Transactions. In connection with the orderly wind down of SemGroup’s SemMaterials operations, the Parties will enter into the following agreements: (a) SGLP shall have the option (the “SemMaterials Contracts Option”) to have the SemGroup Parties transfer any of their existing subleases, storage agreements or leases with third parties relating to the Asphalt Transferred Assets (the “Asphalt Third Party Contracts”) to the SGLP Parties pursuant to the following terms and conditions: 3 (i) Promptly after the date hereof, SGLP will notify SemMaterials if it is aware of any Asphalt Third Party Contract that it wishes to assume and SemMaterials will provide information as reasonably requested by SGLP with respect to any Asphalt Third Party Contract, including whether any Asphalt Third Party Contract is needed by the SemGroup Parties in connection with its SemMaterials wind down and the cure and any other payments required in connection with the assumption and assignment of each Asphalt Third Party Contract; (ii) To exercise the SemMaterials Contracts Option, SGLP must promptly deliver written notice to SemGroup of such exercise specifying each Asphalt Third Party Contracts to be assumed no later than April 30, 2009 (the “Contracts Option Deadline”). If SGLP exercises the SemMaterials Contracts Option with respect to any Asphalt Third Party Contract, and if such Asphalt Third Party Contract is assumed and assigned, then SGLP will be solely responsible for any cure or other payments required in connection with the assumption and assignment of such Asphalt Third Party Contract, regardless of when such assumption and assignment occurs or when such payment is due; (iii) Upon receipt of written notice and payment from SGLP exercising the SemMaterials Contracts Option, the SemGroup Parties shall promptly file a motion with the Bankruptcy Court seeking to assume and assign all identified Asphalt Third Party Contracts free and clear of any Liens; and (iv) If SemGroup does not receive such written notice as to any Asphalt Third Party Contract by the Contracts Option Deadline, then SGLP shall have waived its rights to have such Asphalt Third Party Contract assigned to it and the SemGroup Parties shall be permitted to accept or reject any Asphalt Third Party Contract in their sole discretion. (b) SGLP shall have the option (the “SemMaterials Software Option”) to have the SemGroup Parties transfer any of the asphalt front-office systems and related software licenses described on Exhibit N ...
Sample 1

Related to SemMaterials Transactions

  • Materials Transfer In order to facilitate the Development activities contemplated by this Agreement, either Party may provide to the other Party certain biological materials or chemical compounds Controlled by the supplying Party (collectively, “Materials”) for use by the other Party in furtherance of such Development activities. Except as otherwise provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in furtherance of the Development activities conducted in accordance with this Agreement, will not be used or delivered to or for the benefit of any Third Party, except for subcontractors, without the prior written consent of the supplying Party, and will be used in compliance with all Applicable Laws. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

  • Intercompany Transactions 72 Section 9.13

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Agency Cross Transactions From time to time, the Sub-Advisor or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their brokerage clients (each an “Account”) securities which the Sub-Advisor’s investment advisory clients wish to sell, and to sell for certain of their brokerage clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Advisor or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from both parties to the transaction without the advisory client’s consent. This is because in a situation where the Sub-Advisor is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Advisor or an affiliate is receiving commissions from one or both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisor’s part regarding the advisory client. The SEC has adopted a rule under the Advisers Act which permits the Sub-Advisor or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Sub-Advisor or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Advisor.

  • Adverse Transactions Enter into any transaction which materially and adversely affects the Collateral or its ability to repay the Obligations in full as and when due;

  • Third Party Foreign Exchange Transactions The Custodian shall process foreign exchange transactions (including without limitation contracts, futures, options, and options on futures), where any third party acts as principal counterparty to the Trust on the same basis, if any, that it performs duties as agent for the Trust with respect to any other of the Trust’s investments. Accordingly, the Custodian shall only be responsible for delivering or receiving currency on behalf of the Trust in respect of such contracts pursuant to Written Instructions. The Custodian shall not be responsible for the failure of any counterparty (including any Sub-custodian) in such agency transaction to perform its obligations thereunder. The Custodian (a) shall transmit cash and Written Instructions to and from the currency broker or banking institution with which a foreign exchange contract or option has been executed pursuant hereto, (b) may make free outgoing payments of cash in the form of Dollars or foreign currency without receiving confirmation of a foreign exchange contract or option or confirmation that the countervalue currency completing the foreign exchange contract has been delivered or received or that the option has been delivered or received, (c) may, in connection with cash payments made to third party currency broker/dealers for settlement of the Trust’s foreign exchange spot or forward transactions, foreign exchange swap transactions and similar foreign exchange transactions, process settlements using the banking facilities selected by Custodian from time to time according to such banking facilities standard terms, and (d) shall hold all confirmations, certificates and other documents and agreements received by the Custodian and evidencing or relating to such foreign exchange transactions in safekeeping. The Trust accepts full responsibility for its use of third-party foreign exchange dealers and for execution of said foreign exchange contracts and options and understands that the Trust shall be responsible for any and all costs and interest charges which may be incurred by the Trust or the Custodian as a result of the failure or delay of third parties to deliver foreign exchange.

  • Processing Transactions 2 2.1 Timely Pricing and Orders.................................... 2 2.2

  • Mergers, Acquisition, Sales, etc The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless:

  • Hostile Acquisitions Directly or indirectly use the proceeds of any Loan in connection with the acquisition of part or all of a voting interest of five percent (5%) or more in any corporation or other business entity if such acquisition is opposed by the board of directors of such corporation or business entity.

  • Material Transactions Not enter into any transaction material in nature or amount without the prior written consent of Buyer, except for transactions in the ordinary course of business;

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