Pursuit of Additional Projects through the Company Sample Clauses

Pursuit of Additional Projects through the Company. Either Rice or Gulfport (in each case, either directly or indirectly, through one or more Affiliates) may present to the Company a potential project (i) to develop, construct or operate additional midstream assets or provide other related services or (ii) to provide applicable Water Services, in each case with respect to natural gas xxxxx located outside (or both inside and outside) of the Area of Mutual Interest (an “Additional Project”), and if the pursuit of such Additional Project through the Company is approved pursuant to Section 6.12(h) (it being understood that, for the purposes of obtaining such approval, all Managers designated by the Member proposing such Additional Project shall be deemed to have voted in favor of pursuing such Additional Project through the Company), then such Additional Project shall be pursued by the Company; provided that the pursuit of any such Additional Project by the Company shall not expand the Area of Mutual Interest or the Primary Business. If such an Additional Project is so presented to the Company by Rice or Gulfport but its pursuit through the Company is not so approved, then the Member so presenting such Additional Project may pursue such project outside of the Company in accordance with this Article 3 and shall, in its discretion, be entitled to exercise the rights specified in Section 3.3(f) in respect of such project. For the avoidance of doubt, in order to be entitled to exercise the rights specified in Section 3.3(f), any Additional Project (other than any Out-of-AMI Project) must be presented to the Company for approval in accordance with Section 6.12(h) and only if such Additional Project is not so approved may Rice or Gulfport, as applicable, avail itself of the rights set forth in Section 3.3(f) in respect of the pursuit by Rice or Gulfport of such Additional Project. The right to undertake a Sole Risk Project that interconnects with the assets of the Company or its subsidiaries or utilizes any services provided by the Company or its subsidiaries (the “Sole Risk Right”) is personal to GPOR and its Affiliates (for so long as such Person is an Affiliate of GPOR), and Gulfport, and any transferee of Gulfport’s Interest, may not exercise its Sole Risk Right if all of its Interest has been Transferred to an Independent Third Party who is not a member of the Gulfport Group; provided, however, for the avoidance of doubt, for so long as any such transferee (together with its Affiliates) owns an Interest suffici...
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Related to Pursuit of Additional Projects through the Company

  • Opinion of Special Intellectual Property Counsel for the Company On the Closing Date, the Representative shall have received the opinion of Mxxxxx, Xxxxx & Bockius LLP, as special intellectual property counsel for the Company, dated the Closing Date and addressed to the Representative, in a form reasonably acceptable to the Representative.

  • Limitation on Required Maintenance of D&O Insurance Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance at all, or of any type, terms, or amount, if the Company determines in good faith that: such insurance is not reasonably available; the premium costs for such insurance are disproportionate to the amount of coverage provided; the coverage provided by such insurance is limited so as to provide an insufficient or unreasonable benefit; the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company; the Company is to be acquired and a tail policy of reasonable terms and duration can be purchased for pre-closing acts or omissions by the Indemnitee; or the Company is to be acquired and D&O Insurance can be maintained by the acquirer that covers pre-closing acts and omissions by the Indemnitee.

  • Opinion of Regulatory Counsel for the Company XxXxxxxxx Will & Xxxxx LLP, regulatory counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Execution of Additional Documents Each party hereto shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby.

  • Opinion of Intellectual Property Counsel for the Company Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, intellectual property counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Opinion of U.S. Counsel for the Company The Company shall have requested and caused Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and addressed to the Representative in form and substance acceptable to the Representative.

  • Opinion of General Counsel for the Company The General Counsel of the Company shall have furnished to the Representatives, at the request of the Company, his written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto.

  • Opinion of PRC Counsel for the Company At each Closing Date, the Underwriters shall have received the written opinion of Xxxxxxxxx Law Offices, PRC counsel for the Company, dated such Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters.

  • Actions Not Requiring Proper Instructions Unless otherwise instructed by the Trust, the Custodian shall with respect to all Securities held for the Fund:

  • Assumption of Fund Expenses by Manager The payment or assumption by the Manager of any expense of the Corporation or Fund, as appropriate, that the Manager is not required by this Agreement to pay or assume shall not obligate the Manager to pay or assume the same or any similar expense on any subsequent occasion.

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