Top Leases Prior to Closing Sample Clauses

Top Leases Prior to Closing. Subject to Buyer having satisfied the Defect Deductible in the manner described below, Buyer shall be entitled to reimbursement (of a portion of the Purchase Price) from Seller for each Lease which has not previously been subject to a Title Defect Notice which, at Closing, (i) is not held by the production of Hydrocarbons in paying quantities (as determined under the terms of the respective Lease or law, as applicable), (ii) has a primary term that expires on or before September 30, 2013, and (iii) with respect to which a Third Party has obtained a Top Lease between April 30, 2013 and the Closing Date covering the lands which are subject to such Lease (a “Burdened Lease”); provided, however, that Buyer shall not be entitled to reimbursement if, Seller performs drilling operations on such Burdened Lease sufficient to perpetuate the Lease beyond its primary term. For the purposes of this Agreement, the term “Top Lease” shall mean a lease granted by a landowner during the existence of a recorded mineral lease which is to become effective if and when the existing lease expires or is terminated. Buyer shall promptly notify Seller of any reimbursement obligation arising under this this Agreement by providing Seller notice of the expiration and a copy of the subject Top Lease. Buyer shall only be entitled to reimbursement from Seller under this Section 10.02 of either (a) the aggregate of Title Defects and Environmental Defects at Closing exceeded the Defect Deductible or (b) the sum of (i) the Title Defects and Environmental Defects at Closing plus (ii) the Allocated Value of the Burdened Leases exceeds the Defect Deductible, and in the case of subparagraph (b), Buyer shall only be entitled to reimbursement to the extent that the sum of clause (i) and (ii) exceeds the Defect Deductible. The amount of reimbursement to which Buyer shall be entitled shall be an amount equal to the Allocated Value of such Lease. Seller may either account for any reimbursement required by this Section in the Final Accounting Statement, or, if the Final Accounting Statement has already been issued and agreed, then Seller shall reimburse to Buyer an amount equal to the Allocated Value (or portion thereof, should any Top Lease cover less than all of the lands subject to a Lease) for any such expired Lease within 15 days following its receipt of notice of an expiration under this Section.
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Related to Top Leases Prior to Closing

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Covenants of Seller Prior to Closing (a) From the Effective Date until the Closing or earlier termination of this Agreement, Seller or Seller’s agents shall:

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Covenants of Buyer Prior to Closing Date If the Closing does not occur on the date of this Agreement, between the date of this Agreement and the Closing Date Buyer will use its Best Efforts to cause the conditions in Sections 6 and 7 to be satisfied.

  • Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(l) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co- payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.

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