Offtake Agreements Clause Samples
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Offtake Agreements. (a) The Seller shall not, and shall ensure that the Owner and its Affiliates do not, sell unprocessed ore mined or produced from the Mining Properties to any person without the prior written consent of the Administrative Agent (at the direction of the Majority Purchasers) unless: (i) the Owner or any of its Affiliates is able to determine the number of ounces of Reference Gold contained in any unprocessed ore mined or produced from any Mining Property and delivered to such person; and (ii) the Purchasers shall receive deliveries of an amount of Refined Gold pursuant to Sections 3.1 and 3.2 equal to the number of ounces of Payable Gold that would have been delivered under this Agreement if the unprocessed ore was processed through the Mineral Processing Facility.
(b) The Seller shall ensure, and shall cause the Owner and its Affiliates to ensure that, subject to Section 7.6(a), when Minerals containing Reference Gold are sold, all such Minerals are sold to an Offtaker pursuant to an Offtake Agreement.
(c) The Seller shall ensure, and shall cause the Owner and any of its Affiliates that is a party to an Offtake Agreement to ensure that, all Offtake Agreements are on commercially reasonable terms and conditions.
(d) The Seller shall, and shall cause the Owner and any of its Affiliates that is a party to an Offtake Agreement to, deliver all Minerals that include Reference Gold to each Offtaker, in such quantity, description and amounts and at such times and places as required under and in accordance with each Offtake Agreement.
(e) The Seller shall provide to the Administrative Agent (on behalf of the Purchasers), and shall cause the Owner and any of its Affiliates that is a party to an Offtake Agreement to provide to the Administrative Agent (on behalf of the Purchasers), promptly upon its request, copies of all Offtake Agreements and any material amendments thereto.
(f) The Seller shall take commercially reasonable steps to enforce, and shall ensure the Owner and any of its Affiliates that is a party to an Offtake Agreement will take commercially reasonable steps to enforce, any of their respective rights and remedies under such Offtake Agreement with respect to any breaches of the terms or conditions thereof relating to Reference Gold. Subject to the Seller's requirements under its existing Offtake Agreements, the Seller shall notify the Administrative Agent (on behalf of the Purchasers) in writing when any such dispute arising out of or in connection with ...
Offtake Agreements. 1) Agreement for the Purchase and Sale of Crude Petroleum under the Chaza E&P Contract between Gunvor Colombia SAS. and Petrolifera Petroleum (Colombia) Limited, executed on December 3, 2012, effective December 3, 2012, expiring December 2, 2015.
2) Agreement for the Purchase and Sale of Crude Petroleum under the Chaza E&P Contract between Gunvor Colombia SAS. and Gran Tierra Energy Colombia Ltd, executed on December 3, 2012, effective December 3, 2012, expiring December 2, 2015.
3) Agreement for the Purchase and Sale of Crude Petroleum under the G▇▇▇▇▇▇ E&P Contract between Gunvor Colombia SAS. and Petrolifera Petroleum (Colombia) Limited executed on February 5, 2015, effective February 1, 2015, expiring January 31, 2016.
4) Agreement for the Purchase and Sale of Crude Petroleum under the LL-22 E&P Contract between Gunvor Colombia SAS. and Gran Tierra Energy Colombia Ltd, executed on February 5, 2015, effective February 1, 2015, expiring January 31, 2016.
5) Agreement for the Purchase and Sale of Crude Petroleum under the Chaza E&E Contract between Ecopetrol S.A. and Petrolifera Petroleum (Colombia) Limited, executed on December 1, 2014, effective December 1, 2014, expiring November 30, 2015.
6) Agreement for the Purchase and Sale of Crude Petroleum under the Chaza E&P Contract between Ecopetrol S.A. and Gran Tierra Energy Colombia Ltd executed on December 1, 2014, effective December 1, 2014, expiring November 30, 2015.
7) Agreement for the Purchase and Sale of Crude Petroleum under the Chaza E&E Contract and Guayuyaco Association Contract between Hocol S.A. and Petrolifera Petroleum (Colombia) Limited, executed on April 1, 2014, effective April 1, 2014, expiring March 31, 2015.
8) Agreement for the Purchase and Sale of Crude Petroleum under the Chaza E&E Contract and Guayuyaco Association Contract between Hocol S.A. and Gran Tierra Energy Colombia Ltd, executed on April 1, 2014, effective April 1, 2014, expiring March 31, 2015.
9) Agreement for the Purchase and Sale of Gas under the L▇▇▇▇▇ 22 Contract between Kronos Energy S.A. ESP and Gran Tierra Energy Colombia Ltd, executed on April 23, 2013, effective April 23, 2013, expiring September 30, 2016.
10) Agreement for the Purchase and Sale of Gas under the L▇▇▇▇▇ 22 Contract between Surenergy S.A.S. E.S.P. and Gran Tierra Energy Colombia Ltd, executed on May 6, 2015, effective April 13, 2015, expiring April 12, 2016.
11) Agreement for the Purchase and Sale of NAPO Crude Oil FOB at Esmeraldas, Ecuador betw...
Offtake Agreements. 9.1 Market Studies for marketing in Mexico or other export markets
9.2 Contact Documentation/engagement letters with Distributors/Trading companies.
9.3 Pricing Studies
9.4 Railroad Access and Rates
9.5 Contact Documentation for transportation of products.
9.6 Consulting Studies
Offtake Agreements. The Borrower shall not enter into any Offtake Agreements other than (a) Credit Agreement Designated Offtake Agreements and (b) Offtake Agreements in respect of Credit Agreement Supplemental Quantities of LNG of any duration, on any terms and to buyers of any credit quality so long as (i) each buyer thereunder is instructed to pay the proceeds of sales of LNG (A) prior to the Term Conversion Date, the P1 Pre-Completion Revenue Account and (B) after the Term Conversion Date, the P1 Revenue Account, and (ii) performance under such Offtake Agreement could not reasonably be expected to have a material adverse effect on the ability of the Borrower to meet its obligations under the Credit Agreement Designated Offtake Agreements.
Offtake Agreements. (a) EGI shall notify the PURCHASERS in writing when it commences negotiations to enter into an Offtake Agreement or Offtake Agreements, from time to time. EGI shall negotiate the Offtake Agreements in accordance with the terms of Section 10. For greater certainty and without limitation, the Offtake Agreements shall clarify that title to the Minerals or Concentrate shall pass to such Offtaker upon the making of advance and/or provisional payments by such Offtaker. EGI shall provide the PURCHASERS with the proposed terms and conditions of any Offtake Agreement and/or subsequent amendments to the material terms and conditions of any Offtake Agreement prior to concluding a binding agreement or amendment. Each Offtake Agreement shall be on arm’s length commercial terms, consistent with normal industry standards and practice. EGI shall not enter into any Offtake Agreement nor amend or modify any Offtake Agreement if, by Majority Action, the PURCHASERS have notified EGI after receipt of the proposed terms and conditions of any such Offtake Agreement pertaining to the sale and purchase of Au or any amendment thereto that in the PURCHASERS reasonable opinion, the subject agreement or amendment would disadvantage the PURCHASERS in material respects, including without limitation, by reason of an increase in the number of ounces of Au deducted on account of Au content. In the event of EGI’s receipt of such notice from the PURCHASERS, EGI shall confer with the PURCHASER to determine acceptable terms and conditions for the Offtake Agreement and/or Offtake Agreement amendment prior to the execution and delivery thereof.
(b) EGI hereby agrees to indemnify and hold the PURCHASERS and its managers, directors, officers and employees harmless from and against any and all Losses incurred or suffered by any of them arising out of or in connection with or related to any breach or default of the obligation to secure, by Majority Action, the PURCHASERS approval of terms of an Offtake Agreement. The foregoing indemnity shall not apply to any reduced amount received as a result of any terms of a PURCHASER-approved Offtake Agreement related to adjustments for quality or otherwise. This Section 13(b) shall survive the termination of this Agreement
Offtake Agreements. 11.1 Subject to section 11.2, Entrée shall, to the extent that it has the ability to do so pursuant to the Joint Venture Agreement, ensure that each Offtake Agreement is on arm’s length commercial terms, consistent with normal industry standards and practice with respect to the payable adjustment factor [redacted].
Section 11.1 will not apply to the extent that the terms of any Offtake Agreement are expressly prescribed by the Joint Venture Agreement.
11.3 Entrée shall, if such terms are within its possession or are readily available to Entrée, promptly disclose to Sandstorm the terms of any Offtake Agreement and any amendments to the material terms and conditions of any Offtake Agreement (including the Joint Venture Agreement) that may affect Sandstorm and any refining, smelting or other purchase agreements in respect of Production.
Offtake Agreements. Each Obligor must:
(a) use its best endeavours to ensure that the each Offtake Agreement remains in full force and effect for the sale of in aggregate 100 per cent of the material produced by the Target until, at least, the date falling one year following the Termination Date (except to the extent such Offtake Agreement is terminated and replaced within 90 days, or otherwise amended, novated, supplemented, extended or restated in accordance with the Finance Documents, on market terms substantially no worse than the existing Offtake Agreement being terminated);
(b) not novate or transfer, or agree to novate or transfer, the Offtake Agreements to any person who is not an Offtaker or replace, or agree to replace, an Offtaker with any person who is not a person who has the financial capacity to perform its obligations under the relevant replacement offtake agreement; and
(c) not enter into any other offtake, purchase, refining or finishing agreement with any person other than an Offtaker (and in which case, on terms the same or substantially the same as the Offtake Agreements) without the prior written approval of the Agent (such approval not to be unreasonably withheld), other than the Offtake Agreements.
Offtake Agreements. Agreement with offer to purchase crude from ▇▇▇▇▇▇▇ and Guayuyaco, between Gran Tierra Energy Colombia, Ltd. and Ecopetrol S.A., signed December 18, 2009 effective December 19, 2009, expiring 31 December 2010.
Offtake Agreements. Each Offtake Agreement shall be on arm’s length commercial terms, consistent with normal industry standards and practice in Canada with respect to the payable adjustment factor. Brigus shall promptly disclose to Sandstorm the terms of any such agreements and any amendments to the material terms and conditions of any Offtake Agreements that may affect Sandstorm and any refining, smelting or other purchase agreements in respect of Au from the Property.
Offtake Agreements. (i) other than pursuant to a Transaction Security Document, not, without the prior written consent of the Agent, assign the benefit of any contract for the sale of Field Hydrocarbons or the proceeds of sale or disposal thereof;
(ii) ensure that each new Offtake Agreement in relation to any Applicable Jurisdiction contains commercial terms that are, taken as a whole, comparable to offtake agreements generally seen in the market in respect of comparable assets in such Applicable Jurisdiction (except as otherwise agreed with the consent of the Majority Lenders); and
(iii) promptly following entry into any new Offtake Agreement, grant Security over its rights thereunder to each Security Agent for the benefit of the Secured Parties and deliver such documents as each Security Agent may require in connection with any legal opinion that each Security Agent may reasonably require in connection with the entry into such Transaction Security Document in respect of such Offtake Agreement.