Total Transaction Clause Samples
Total Transaction. (i) Prior to the execution of this Agreement, Parent has delivered to the Company a true, correct and complete copy of an executed memorandum of understanding dated May 17, 2016 (the “MOU”) between Parent and Total in respect of the proposed acquisition by Total of certain assets from Parent or its Affiliates following the Effective Time (the “Total Transaction”). As of the date of this Agreement, the MOU has not been amended or modified and no such amendment or modification is pending or intended. As of the date hereof, there are no side letters, arrangements or other agreements related to the Total Transaction other than the MOU. (ii) As of the date hereof, there is no default or breach under the MOU by Parent or any of its Affiliates or, to the knowledge of Parent, Total, and no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or any of its Affiliates or, to the knowledge of Parent, Total, under the MOU.
Total Transaction. (a) Parent shall keep the Company informed reasonably promptly and in reasonable detail of the status of the Total Transaction and provide copies of all executed documents provided to or received from Total or any of its representatives in connection with the Total Transaction to the Company (including true and complete copies of all amendments, modifications, side letters and supplements to the MOU or the Definitive Total Documentation) as promptly as practicable.
(b) Each Party acknowledges and agrees that the completion of the Total Transaction, or any alternative or similar transaction, is not a condition to the completion of the Arrangement.
(c) Parent will not agree to, and will not agree that SPI (208) Limited (as defined in the CVR Agreement) will agree to, SPI (208) Limited (i) assigning, transferring, waiving or limiting its rights under the Total Sale Agreement (as defined in the CVR Agreement); (ii) amending the Total Sale Agreement in any way that affects the timing of the completion of the Interim Resource Certification (as defined in the CVR Agreement) or the determination of the PRL 15 2C Resources (as defined in the CVR Agreement); or (iii) terminating the Total Sale Agreement, in each case whether directly or indirectly, by amendment or side agreement, arrangement, or understanding.