SHARING WITH GMX Sample Clauses

SHARING WITH GMX. If PVOG engages an additional rig for drilling in Part B with the concurrence of GMX, PVOG shall: (1) declare one of the drilling rigs to be the "Second Rig" under the terms of the Agreement, as amended, and (2) make the Second Rig available for use by GMX for drilling operations in Phase III on a one to one basis, i.e. for every well that PVOG uses the Second Rig for drilling operations under the terms of the Agreement, if GMX is ready, able and willing to use the Second Rig, it may make use of the Second Rig for the drilling of one well in Phase III. Five (5) days prior to reaching total depth on the well preceding GMX's option to use the Second Rig, GMX shall: (1) give PVOG written notice of its election to use the second rig and (2) enter into a single well or a multiple well (if GMX has elected to bank locations as provided below) drilling contract with the rig contractor on terms acceptable to both GMX and the rig contractor, which terms shall be no less favorable to GMX than the terms available to PVOG, save and except any financial requirements prescribed by the rig contractor. During the time a rig is used by GMX, PVOG will have no financial or other responsibility to the rig contractor for such utilization. Both PVOG and GMX shall have the right to bank up to three (3) well locations to be drilled with the Second Rig at a later date if either party elects to do so.
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Related to SHARING WITH GMX

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  • Allocation of Profit and Loss Section 5.01 of the Partnership Agreement is hereby deleted in its entirety and the following new Section 5.01 is inserted in its place:

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  • Intercompany Agreements (a) Except as set forth in Section 6.07(b), in furtherance of the releases and other provisions of Section 8.01, Newmark and each member of the Newmark Group, on the one hand, and BGC Partners and each member of the BGC Partners Group, on the other hand, hereby terminate any and all Contracts, arrangements, commitments or understandings, whether or not in writing, between or among Newmark and/or any member of the Newmark Group, on the one hand, and BGC Partners and/or any member of the BGC Partners Group, on the other hand, effective as of immediately prior to the Distribution Effective Time. No such terminated Contract, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Distribution Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 6.07(a) shall not apply to any of the following Contracts, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Distribution Effective Time); (ii) any Contracts, arrangements, commitments or understandings listed or described on Schedule 6.07(b)(ii); and (iii) any Contracts, arrangements, commitments or understandings to which any Person other than a member of the BGC Partners Group or the Newmark Group is a party thereto. (c) All of the intercompany accounts payable or accounts receivable between any member of the BGC Partners Group, on the one hand, and any member of the Newmark Group, on the other hand, accrued as of the IPO Closing Date that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices shall, as promptly as practicable after the IPO Closing Date (and in any event within ninety (90) days thereafter), be net settled in cash by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by BGC Partners in its sole and absolute discretion.

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