Contracts and Sample Clauses

Contracts and division orders for the purchase and sale of oil and natural gas from the oil and gas xxxxx and leases which may be owned or operated by the CORPORATION or from which the CORPORATION may purchase or sell oil or natural gas.
Sample 1
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Contracts and. Consents Buyer agrees to pay, perform and discharge when due all obligations, debts and liabilities of Seller and/or Parent arising from and after the Effective Date pursuant to the Assumed Contracts listed on Schedule 1.1(h); provided, however, that Buyer shall not have any obligation with respect to any such obligations, debts and liabilities that are not specified in writing in the Assumed Contracts or otherwise disclosed in Schedule 1.1(h) or actually known by Buyer. Buyer shall be so obligated with respect to the Assumed Contracts whether or not a Consent of the counter-party thereto is required and whether or not any required Consent has been obtained; provided, however, that Parent shall indemnify Buyer for any liabilities and expenses incurred by Buyer that are solely related to the failure to obtain any required Consent, and provided, further, that Buyer will indemnify Seller and Parent for any liabilities and expenses, arising from and after the Effective Date, that are related to Buyer's performance or non-performance of any Assumed Contracts (other than in respect of the failure to obtain a required Consent). Buyer will use commercially reasonable efforts to secure the discharge of Seller and Parent from, and Seller and Parent will use commercially reasonable efforts to secure the assignment to Buyer of, any Assumed Contracts. To the extent that the transactions contemplated by this Agreement require the Consent under any Assumed Contract, Buyer, Parent and Seller will use commercially reasonable efforts to secure such Consents as they mutually agree are necessary and appropriate, with any out-of-pocket costs to secure such Consents being the responsibility of Seller. To the extent that the assignment of any Assumed Contract shall require the Consent of other parties thereto, this Agreement shall not constitute an assignment thereof (even though Buyer shall be obligated to Seller and Parent to perform thereunder and shall be entitled to the benefits therefrom). Buyer agrees to consummate the transactions contemplated by this Agreement whether or not Seller has secured all necessary third party Consents to the Assumed Contracts. To the extent necessary, each party agrees to cooperate with the other in any reasonable arrangement designed to transfer to Buyer the benefits and obligations of any Assumed Contract, including, but not limited to, having (a) Buyer act as agent for Seller, and (b) Seller enforce for the benefit of Buyer any and all righ...
Sample 1
Contracts and. Agreements 2.1.7 Goodwill 2.1.8 Copyrights and Similar Property 2.1.9 Insurance Policies 2.2 Excluded Assets 3.1 Accounts Payable 3.2 Obligations Under Assigned Contracts 4.4 Licenses and Permits
Sample 1
Contracts and. EQUIPMENT LEASES - the full benefit and advantage of the Contracts and the Equipment Leases and all options, including, without limitation, options to purchase, under the Contracts or Equipment Leases;
Sample 1

Related to Contracts and

  • Contracts and Leases (a) Each Material Contract and Lease is a valid and subsisting agreement, without any material default of Seller thereunder, and to the knowledge of Seller, without any default on the part of any other party thereto. To the knowledge of Seller, no event or occurrence has transpired which with the passage of time or giving of notice or both will constitute a default under any Material Contract or Lease. A true and correct list of each Material Contract and Lease and every amendment thereto or other agreement or document relating thereto is set forth as Schedule 3.6 to this Agreement. True and correct copies of the Material Contracts and Leases (and any amendments thereto) have been provided to Purchaser. At the time of Closing, Seller shall have made all payments and performed all obligations due through the Closing Date under each Contract and Lease, except to the extent that any payment due is set forth on the Purchase Price Adjustment Schedule and deducted in calculating the Purchase Price pursuant to Section 2.3.

  • Contracts, etc To enter into, make and perform all such obligations, contracts, agreements and undertakings of every kind and description, with any Person or Persons, as the Trustees shall in their discretion deem expedient in the conduct of the business of the Trust, for such terms as they shall see fit, whether or not extending beyond the term of office of the Trustees, or beyond the possible expiration of the Trust; to amend, extend, release or cancel any such obligations, contracts, agreements or understandings; and to execute, acknowledge, deliver and record all written instruments which they may deem necessary or expedient in the exercise of their powers;

  • Contracts and Agreements The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be described in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

  • Service Contracts (a) The Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory, management and/or administrative services for the Trust or for any Series with any Person; and any such contract may contain such other terms as the Trustees may determine, including without limitation, authority for the Investment Adviser to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust's investments, and such other responsibilities as may specifically be delegated to such Person.

  • Customer Contracts Promptly after any Loan Party becoming aware of the same, the Borrower shall give the Administrative Agent written notice of any cancellation, termination or loss of any material Contractual Obligation or other customer arrangement.

  • Assumed Contracts If Buyer delivers a written notice of objection to any Assumed Contract prior to the expiration of the Due Diligence Period, then, to the extent a termination right in favor of the applicable Seller is provided for in such Assumed Contract, or if such Assumed Contract does not prohibit termination, the applicable Seller shall instruct its Property Manager to promptly following the expiration of the Due Diligence Period provide a notice of termination to the vendor thereunder with respect to each such Assumed Contract to which Buyer has timely objected (collectively, the “Objectionable Contracts”); provided, however, that (i) Buyer may not object to any of the Cable Contracts or any other Assumed Contract marked “must assume” on Schedules 3.1(l)-1 through 3.1(l)-5 and shall assume the same at Closing pursuant to the applicable Assignment of Contracts; (ii) Seller shall have no obligation to terminate any Contract, which by its terms is not terminable or which cannot be terminated without payment of an express termination fee or penalty unless Buyer agrees in writing to pay such termination fee or penalty; (iii) if the termination of any Objectionable Contract cannot be made effective upon the Closing Date (Seller not being obligated to pay any money to accomplish such termination), then such Objectionable Contract shall be assumed by Buyer at Closing pursuant to the applicable Assignment of Contracts (together with all Assumed Contracts with respect to the applicable Asset that do not constitute Objectionable Contracts) for the remaining period of such Assumed Contract until its effective date of termination, and (iv) Buyer shall be responsible for any termination fees payable with respect to the termination of any Objectionable Contracts. Notwithstanding the foregoing, Buyer shall not be required or entitled to assume any Assumed Contract that, by its terms, may not be assigned to and assumed by Buyer without the consent of a third party, unless such third party’s written consent is actually obtained at or before the Closing. All Contracts that Buyer is required to assume hereunder are collectively referred to herein as the “Assumed Contracts”.

  • Seller Contracts All contracts and agreements, other than ---------------- Governmental Permits and those relating to Real Property, pertaining to the ownership, operation and maintenance of the Assets or the Business or used or held for use in the Business, as described on SCHEDULE 5.6 or, in the case of contracts and agreements relating to Real Property, on SCHEDULE 5.7.

  • Property Contracts Purchaser shall assume at Closing the obligations under the Property Contracts assumed by Purchaser; however, operating expenses shall be prorated under Section 5.4.2.

  • Contracts; No Defaults (a) Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of:

  • Material Contracts and Agreements (i) All material contracts of the Company or its subsidiaries have been included in the Company SEC Documents, except for those contracts not required to be filed pursuant to the rules and regulations of the SEC.

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