Deemed Initial Interest Clause Samples

Deemed Initial Interest. (1) Subject to section 8.3, upon satisfying the Initial Interest Condition BMR will be deemed to be the beneficial owner of the Initial Interest. From the date of acquiring the Initial Interest until the acquisition of the Additional Interest by BMR, the Initial Interest will be a free carried interest and BMR shall be entitled to receive 35% of the amount equal to the Return of Capital calculated for that period without the requirement to make or pay any cash calls or to advance any capital contributions or pay any liabilities. (2) From the date of acquiring the Initial Interest until the date the Joint Venture is established ESI agrees that it will defend, indemnify, reimburse and hold harmless BMR, its Affiliates, and their respective officers, directors, agents and employees and their successors and assigns (collectively, the "Indemnified Parties"), and each of them, for, from and against any and all claims, demands, liabilities, actions and proceedings, that may be made or brought against the Indemnified Parties or which the Indemnified Parties may sustain, pay or incur that result from or relate to the Facility Operations, including without limitation claims, demands, liabilities, actions and proceedings, in any way arising from or connected with any non-compliance with environmental laws or any contaminants or hazardous substances. (3) BMR's right to the Initial Interest shall survive expiry or termination of this Agreement if the Initial Interest Condition was satisfied on or before the date of expiry or termination, as applicable. If the Initial Interest Condition was not satisfied on or before the date of expiry or termination of the Agreement, BMR's right to the Initial Interest shall terminate with the expiry or termination of the Agreement, as applicable.