Transfer by Producer of Dedicated Interests Sample Clauses

Transfer by Producer of Dedicated Interests. If Producer or any of its Affiliates assigns or conveys all or any portion of its interest in any of the Dedicated Interests, (i) Producer or its Affiliate must, prior to the transfer, provide a complete copy of this Agreement, the Buy-Sell Agreement and the Memorandum to the transferee, (ii) the instrument of assignment or conveyance shall provide that this Agreement and the Buy-Sell Agreement are permitted encumbrances on the interest conveyed and that the transfer is subject to the terms hereof and thereof (such writing the “Acknowledgment and Assumption”), a copy of which shall be provided to Buyer prior to the transfer and (iii) the instrument of assignment or conveyance shall be recorded in all counties in which any of the land subject to the Dedicated Interests that have been assigned or conveyed is located. If such assignment or conveyance is made to an Affiliate of Producer, Producer shall not be released from any of its obligations under this Agreement or the Buy-Sell Agreement. If Producer or its Affiliates assigns or conveys the transferred Dedicated Interests to a Third Party (a “Third Party Transfer”), (A) the Producer and its Affiliates shall be released from its obligations under this Agreement and the Buy-Sell Agreement with respect to the Dedicated Interests so assigned or conveyed and (B) at least 30 days prior to the closing date of the Third Party Transfer (or, if the period between signing and closing is less than 30 days, as early as possible and in no event less than two business days prior to the closing of the Third Party Transfer), Producer shall deliver a copy of the instrument of transfer to Buyer and shall cause (or shall cause its Affiliate to cause) the proposed grantee to deliver to Buyer an updated nomination, a copy of the writing pursuant to which the Third Party Transfer is occurring, and documentation of any dedication of Interests or production within the Dedicated Area affecting the grantee, including any Conflicting Dedications; provided if such dedications would conflict with or result in a reduction in the Dedicated Production from the Dedicated Interests (after such Third Party Transfer) in excess of 10% of the aggregate volumes of Dedicated Production that Producer was ready and willing to sell under the Buy-Sell Agreement in the immediately preceding 12 months, then notwithstanding anything to the contrary in this Section 6.1(c), such Third Party Transfer shall be subject to the prior written consent of Buyer, ...
Sample 1
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Related to Transfer by Producer of Dedicated Interests

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

  • Purchase or Sale of Partnership Interests The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests or Derivative Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

  • Membership Interests; Additional Members Holdings is the sole initial Member of the Company as reflected in Exhibit A attached hereto. Additional Persons may be admitted to the Company as Members, and Membership Interests may be issued, on such terms and conditions as the existing Members, voting as a single class, may determine at the time of admission. The terms of admission or issuance must specify the Sharing Ratios applicable thereto and may provide for the creation of different classes or groups of Members or Membership Interests having different (including senior) rights, powers and duties. The Members may reflect the creation of any new class or group in an amendment to this Agreement, indicating the different rights, powers and duties, and such an amendment shall be approved and executed by the Members in accordance with the terms of this Agreement. Any such admission shall be effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member, the new Member’s ratification of this Agreement and agreement to be bound by it.

  • Assignment of Membership Interest Contributor shall have executed and delivered to Acquirer an Assignment and Assumption Agreement, in substantially the form of Exhibit A attached hereto (the "Assignment and Assumption Agreement");

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Partnership Interest Except as provided in this Agreement and the Transferor Partnership Agreement, no right (contingent or otherwise) to purchase or acquire the Transferor Partnership Interests held by such Transferor Partner is authorized or outstanding. Except as disclosed on Schedule 5.34, such Transferor Partner owns and holds the Transferor Partnership Interests set forth opposite its name on Schedule I beneficially and of record free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party. Prior to the Closing, all liens disclosed on Schedule 5.34 will be paid in full. Upon the Closing, good, valid, marketable, and indefeasible title to such Transferor Partnership Interests shall be vested in the BRI Partnership free and clear of any lien, claim, charge, pledge, encumbrance, limitation, agreement or instrument whatsoever. The provisions of this Section 5.34 shall survive the Closing indefinitely.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Transfer of Subject Securities 2.1 Transferee of Subject Securities to be Bound by this Agreement. Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date, Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected unless each Person to which any of such Subject Securities, or any interest in any of such Subject Securities, is or may be transferred shall have: (a) executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A (with such modifications as Parent may reasonably request); and (b) agreed to hold such Subject Securities (or interest in such Subject Securities) subject to all of the terms and provisions of this Agreement.

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