EFFECTIVE DATE AND SIGNATURE This MOU shall be effective upon the signature of authorized officials from Party A and Party B. It shall be in force from (Date to be finalized with Lease-Up) to (Date to be finalized with Lease-Up). Parties A and B indicate agreement with this MOU by their signatures below. Party A Party B By: By: Title: Title: Signed: Signed: Date: Date:
Page 7.3 Surrender of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans and Specifications 19 8.2 Construction of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Page 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibits Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPY
Vendor Agreement Signature Form (Part 1)
LIST OF APPENDICES APPENDIX -------- General Information Relating to the Partnerships........................ A Table 1 Jurisdiction of Organization, Initial Investment by Limited Partners and Number of Limited Partners Table 2 Aggregate Merger Value Table 3 Merger Value Attributable to Partnership Interests of Limited Partners Table 4 Ownership Percentage and Merger Value Attributable to Nonmanaging General Partners Other Than Pioneer USA Table 5 Ownership Percentage and Merger Value Attributable to Pioneer USA Held in Its Capacities as General Partner, Nonmanaging General Partner and Limited Partner Table 6 Voting Percentage in Partnerships Beneficially Owned by Pioneer USA in Its Capacity as a Limited Partner Table 7 Historical Partnership Distributions Table 8 Annual Repurchase Prices and Aggregate Annual Repurchase Payments Table 9 Participation in Costs and Revenues of the Partnerships Table 10 Average Oil, Natural Gas Liquids and Gas Sales Prices and Production Costs Table 11 Proved Reserves Attributable to Pioneer USA, Other Nonmanaging General Partners and Limited Partners Table 12 Oil, Natural Gas Liquids and Gas Production Table 13 Productive Wellx xxx Developed Acreage Table 14 Recent Trades of Partnership Interests Summary Reserve Report of Willxxxxxx Xxxroleum Consultants, Inc. for the B Partnerships.......................................................... Form of Fairness Opinion of Robexx X. Xxxxxxx & Xo., Inc................
APPENDIX A Appendix A to the Agreement setting forth the Portfolios of the Trust for which the Adviser is appointed as the investment adviser and the fee payable to the Adviser is hereby replaced in its entirety by Appendix A attached hereto.
AS WITNESS WHEREOF each of the duly authorised officers of the Parties has signed this page, each with only one signature by the appropriate Party. A complete set of this Agreement comprises the signatures of all Parties. , this day of , Private Partner 1 …...
Appendix No 4: The proposed fee(s) submitted by this contractor in response to the RFP, or any negotiated fee(s) that resulted thereto, which fee(s) shall apply to each procurement that ensues from this contract;
Authorized Signatories The parties each represent and warrant to the other that (1) the persons signing this lease are authorized signatories for the entities represented, and (2) no further approvals, actions or ratifications are needed for the full enforceability of this Lease against it; each party indemnifies and holds the other harmless against any breach of the foregoing representation and warranty.
