Exmar definition
Examples of Exmar in a sentence
The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and Exmar.
A transfer of Shares by Exmar in accordance with this Agreement shall necessarily involve a transfer to the same transferee of all Shares held by Exmar and all Shareholders Loans made by Exmar.
Once Exmar enters into an interest swap arrangement to hedge the LIBOR rate applicable to such loan, the fixed rate payable by Exmar under such interest swap arrangement shall be substituted for the Floating Rate.
The Partnership Group hereby agrees to use commercially reasonable efforts to realize any applicable insurance proceeds or amounts recoverable under such contractual indemnities; provided, however, that the costs and expenses (including, without limitation, court costs and reasonable attorneys’ fees) of the Partnership Group in connection with such efforts shall be promptly reimbursed by Exmar in advance of any determination of whether such insurance proceeds or other amounts will be recoverable.
The provisions of this Agreement are enforceable solely by the parties to this Agreement, and no shareholder of Exmar and no limited partner, member, assignee or other Person of the MLP shall have the right, separate and apart from Exmar or the MLP, as applicable, to enforce any provision of this Agreement or to compel any party to this Agreement to comply with the terms of this Agreement.
Subject to Section 9.4 and except as permitted by Section 2.2, each of the Exmar Entities shall be prohibited from acquiring, owning, operating or chartering Five-Year Vessels.
If the Partnership Group Member and Exmar are unable to agree on the fair market value of the Applicable Caribbean FLNG Interests and/or the other material terms, the Partnership Group Member and Exmar shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Applicable Caribbean FLNG Interests and/or the other material terms on which the Partnership Group Member and Exmar are unable to agree.
With respect to any such proposed Transfer, the Exmar Entities need not offer any particular Five-Year Vessel to the MLP if the MLP has previously advised the Exmar Entities that it does not wish to acquire such vessel.
The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles II and IV, with respect to (a) those business opportunities that the Exmar Entities (as defined herein) will not pursue during the term of this Agreement and (b) the procedures whereby such business opportunities are to be offered to the Partnership Group (as defined herein) and accepted or declined.
Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Excel Interests and/or the other terms on which the Partnership Group Member and Exmar are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and Exmar its determination.