Rogersville Facility Sample Clauses

Rogersville Facility. At the request of MHR, the Company will (or will cause its Subsidiaries to) assign to MHR or an Affiliate thereof (provided, that in respect of any assignment to such Affiliate, MHR shall contemporaneously therewith execute and deliver a parent guaranty in respect of such Affiliate’s assumption of any obligations arising from or relating to the Rogersville Facility as required by this Section 10.9, in form and substance reasonably satisfactory to the Series A-2 Majority), all of the Company’s and its Subsidiaries’ right, title and interest in and to the Rogersville Facility, pursuant to a form of deed or assignment and assumption agreement, acceptable to the Company and approved by the Series A-2 Majority in writing (such approval not to be unreasonably withheld, conditioned or delayed) and by the Company’s and its Subsidiaries’ lenders under the Existing Revolver (and/or such other credit facility of the Company or any of its Subsidiaries). Any consent required by the Company’s and/or its Subsidiaries’ lenders under the Credit Agreement or other credit facility or indentures to be executed and delivered by the Company and/or any of its Subsidiaries shall be in form and substance reasonably satisfactory to the Series A-2 Majority. For the avoidance of doubt, such assignment and assumption agreement shall expressly disclaim any representations or warranties by the Company or any of its Subsidiaries, and MHR shall assume all obligations or liabilities of the Company or its Subsidiaries related to the Rogersville Facility, whether arising in or relating to the past, present or future upon giving effect to such assignment. None of the Company, any of its Subsidiaries or any Series A-2 Member (or any Affiliate of any Series A-2 Member) shall incur any costs or expenses in connection with such assignment and any such costs or expenses shall be borne by MHR only, and MHR shall indemnify and hold harmless the Company, its Subsidiaries and each Series A-2 Member (and each Affiliate of any Series A-2 Member) for any such costs or expenses.
Sample 1Sample 2
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Rogersville Facility. At the request of MHR, Eureka Pipeline will assign to MHR or an Affiliate thereof (provided, that in respect of any assignment to such Affiliate, MHR shall contemporaneously therewith execute and deliver a parent guaranty in respect of such Affiliate’s assumption of any obligations arising from or relating to the Rogersville Facility as required by this Section 6.2, in form and substance reasonably satisfactory to MSI), all of Eureka Pipeline’s right, title and interest in and to the Rogersville Facility, pursuant to a form of deed or assignment and assumption agreement, acceptable to the Company and approved by MSI in writing (such approval not to be unreasonably withheld, conditioned or delayed) and by Eureka Pipeline’s lenders under the Credit Agreement. Any consent required by Eureka Pipeline’s lenders under the Credit Agreement or other existing credit facility or indentures to be executed and delivered by Eureka Pipeline (or any other Eureka Party) shall be in form and substance reasonably satisfactory to MSI. For the avoidance of doubt, such assignment and assumption agreement shall expressly disclaim any representations or warranties by Eureka Pipeline, and MHR shall assume all obligations or liabilities of the Company and its Subsidiaries related to the Rogersville Facility, whether arising in or relating to the past, present or future upon giving effect to such assignment. None of the Eureka Parties or their Affiliates shall incur any costs or expenses in connection with such assignment; any such costs or expenses shall be borne by MHR only, and MHR shall indemnify and hold harmless the Eureka Parties and their Affiliates for any such costs or expenses.
Sample 1

Related to Rogersville Facility

  • Generating Facility The Interconnection Customer’s device for the production of electricity identified in the Interconnection Request, but shall not include the Interconnection Customer’s Interconnection Facilities.

  • Facility Prudential is willing to consider, in its sole discretion and within limits which may be authorized for purchase by Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time, the aggregate principal amount of Shelf Notes stated in Section 1.2, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.

  • Water Supply The system may or may not meet state and local requirements. It is the right and responsibility of Buyer to determine the compliance of the system with state and local requirements. [For additional information on this subject, request the “Water Supply and Waste Disposal Notification” form.]

  • Access to Facility 13.1 Each Party shall ensure that its facilities are secured at all times.

  • Interconnection Facilities 4.1.1 The Interconnection Customer shall pay for the cost of the Interconnection Facilities itemized in Attachment 2 of this Agreement. The NYISO, in consultation with the Connecting Transmission Owner, shall provide a best estimate cost, including overheads, for the purchase and construction of its Interconnection Facilities and provide a detailed itemization of such costs. Costs associated with Interconnection Facilities may be shared with other entities that may benefit from such facilities by agreement of the Interconnection Customer, such other entities, the NYISO, and the Connecting Transmission Owner.

  • Skilled Care in a Nursing Facility This plan covers skilled nursing services in a skilled nursing facility if: • the services are prescribed by a physician: • your condition needs skilled nursing services, skilled rehabilitation services or skilled nursing observation; • the services are provided by or supervised by licensed technical or professional medical personnel; and • the services are not custodial care, respite care, day care, or for the purpose of assisting with activities of daily living.

  • Interconnection Facilities Engineering Procurement and Construction Interconnection Facilities, Network Upgrades, and Distribution Upgrades shall be studied, designed, and constructed pursuant to Good Utility Practice. Such studies, design and construction shall be based on the assumed accuracy and completeness of all technical information received by the Participating TO and the CAISO from the Interconnection Customer associated with interconnecting the Large Generating Facility.

  • Interconnection Customer’s Interconnection Facilities The Interconnection Customer shall design, procure, construct, install, own and/or control the Interconnection Customer’s Interconnection Facilities described in Appendix A at its sole expense.

  • Equipment and Facilities For On-Site Courses, you will supply the facility and equipment as set forth at xxx.xxxxxx.xxx/xxxxxxxx/xxxxxxxxx/xxxxxxxxxxxx.xxxx. If Red Hat agrees to provide the training facilities and hardware, you will be liable for any loss or destruction of this equipment and hardware used in connection with the Training.

  • Participating TO’s Interconnection Facilities The Participating TO shall design, procure, construct, install, own and/or control the Participating TO’s Interconnection Facilities described in Appendix A at the sole expense of the Interconnection Customer. Unless the Participating TO elects to fund the capital for the Participating TO’s Interconnection Facilities, they shall be solely funded by the Interconnection Customer.

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