Carry. If AMYRIS seeks to raise sufficient capital to fund its participation in the production of Products through the JV Company, then AMYRIS may submit written notice to TOTAL requesting that TOTAL make an offer to “carry” AMYRIS’ capital obligations for such participation (a “Carry Request”). The Carry Request shall include sufficient information in order for TOTAL to assess whether or not to offer AMYRIS a “carry”, including the amount of capital that AMYRIS desires for TOTAL to carry, a proposed interest rate or rate of return, as applicable, and a repayment schedule. TOTAL shall have sixty (60) days following receipt of such Carry Request to submit, in its sole discretion, a written offer to AMYRIS that sets forth the material terms of the “carry” (a “Carry Offer”). The Carry Offer may consist of the terms in AMYRIS’ Carry Request or may consist of entirely different terms, in TOTAL’s sole discretion (including guaranteeing a Third Party loan to access sufficient capital or other terms). If TOTAL does not submit a Carry Offer to AMYRIS within such 60 day period, TOTAL shall be deemed to have not made a “carry” offer. AMYRIS shall have sixty (60) days to notify TOTAL in writing of its acceptance or rejection of a Carry Offer submitted by TOTAL, and a failure to accept a Carry Offer within such 60 day period shall be deemed a rejection of such Carry Offer. If AMYRIS accepts TOTAL’s Carry Offer, the Parties agree to negotiate in good faith to enter into a definitive agreement memorializing the accepted terms and conditions of the Carry Offer.
Carry. Subject to the provisions of paragraph (1)) and (c) of this Section, and if the Closing occurs, Enterprise shall be obligated to pay for all Development Costs of the Second Development incurred by Enserch and attributable to Enserch's Participating Interest in the Leases or Unit Area on which such Second Development is performed.
Carry. If a Discovery Field is estimated by InterOil to be 10 million barrels or greater, PNGDV will pay to InterOil, in respect of each 0.5% of IPI Percentage held by it (as such IPI Percentage may be reduced pursuant to the definition thereof), 1.0% of the costs incurred in carrying out the Subsequent Work Program in respect of that Discovery Field from the time Total Depth is reached through to the grant of a PDL in respect of that Discovery Field, up to a maximum expenditure limit in respect of that Discovery Field of US$600,000 for each 0.5% of IPI Percentage (as such IPI Percentage may be reduced pursuant to the definition thereof) held by it. Upon the earlier of the grant of the PDL and the maximum expenditure limit being reached in paying for the Subsequent Work Program, all further operations carried out in respect of that Discovery Field, including any remaining Subsequent Work Program in respect of that Discovery Field, will be paid for in accordance with each party’s Participation Interest and in accordance with the terms of the JVOA. The foregoing provisions of this clause shall apply mutatis mutandis to any Phase Two Exploration Program.
Carry. Subject to the provisions of paragraphs (b) and (c) of this Section, and if the Closing occurs, Enterprise shall be obligated to pay for all Appraisal Drilling Costs incurred by Enserch and attributable to Enserch's Participating Interest in the Leases or Unit Areas on which the Appraisal Drilling for which such costs are incurred is performed.
Carry. The prompt and full payment, and not merely the collectability, when due of interest on the Loans and all other costs of financing, owning, developing, operating, leasing, maintaining, repairing and restoring the Facilities, including, without limitation, the payment when due of all real estate taxes, municipal charges, utility charges, insurance premiums, other operating expenses and expenses of developing, marketing and leasing. Notwithstanding any provision contained in this Agreement or any other Loan Document to the contrary, it is the intention and agreement of each Guarantor that the obligations of such Guarantor under this Agreement shall be valid and enforceable against such Guarantor to the maximum extent permitted by applicable law. Accordingly, if any provision of this Agreement creating any obligation of any Guarantor in favor of the Administrative Agent and the Lenders shall be declared to be invalid or unenforceable in any respect or to any extent, it is the stated intention and agreement of such Guarantor, the Administrative Agent and the Lenders that any balance of the obligation created by such provision and all other obligations of such Guarantor to the Administrative Agent and the Lenders created by other provisions of this Agreement shall remain valid and enforceable. Likewise, if any sums which the Administrative Agent and the Lenders may be otherwise entitled to collect from such Guarantor under this Agreement shall be declared to be in excess of those permitted under any law (including any federal or state fraudulent conveyance or like statute or rule of law) applicable to such Guarantor's Guarantor Obligations, it is the stated intention and agreement of such Guarantor to the Administrative Agent and the Lenders, that all sums not in excess of those permitted under such applicable law shall remain fully collectible by the Administrative Agent and the Lenders from such Guarantor and such excess sums shall nevertheless survive as a subordinate obligation of such Guarantor, junior in right to the claims of general unsecured creditors, but prior to the claims of equityholders in such Guarantor. Upon any Event of Default under the Credit Agreement, or any of the other Loan Documents, or if Administrative Agent has accelerated the Loans pursuant to a right to do so under the Credit Agreement, Administrative Agent may at its option proceed directly and at once, without further notice, against any or all Guarantors hereunder, without proce...