Fall-Away definition

Fall-Away shall have the meaning given to such term in Section 14.25.
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Fall-Away shall have the meaning given to such term in Section 14.25. “farm-in” or “farm-out” shall have the meaning commonly given to such terms in the oil and gas industry, and without limiting the foregoing, shall expressly include transactions involving assignments or other dispositions of all or part of oil, natural gas or mineral interests in which the assignor or other disposing party retains an interest in consideration of the assignee or other disposing party assuming or undertaking obligations with respect to such interests, including cost reimbursement and/or agreements to perform services in connection with the development of the relevant assets.
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Examples of Fall-Away in a sentence

  • After the Fall-Away Event, the provisions of Sections 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.18 and 5.01(a)(3) will not apply.

  • The requirements of this clause (b) shall not apply to (x) a consolidation or merger of any Subsidiary Guarantor with or into the Company or any other Subsidiary Guarantor so long as the Company or a Subsidiary Guarantor survives the consolidation or merger or (y) the sale by consolidation or merger of such Subsidiary Guarantor, which sale, if prior to the Fall-Away Event, is covered by and complies with Section 4.10.

  • Prior to the occurrence of the Fall-Away Event (as defined in the Indenture), the Indenture provides that, after certain Asset Sales (as defined in the Indenture) or upon the occurrence of a Change of Control (as defined in the Indenture), and subject to further limitations contained therein, the Company will make an offer to purchase certain amounts of the Notes in accordance with the procedures set forth in the Indenture.

  • The Trustee shall not have any duty to monitor whether or not a Fall-Away Date has occurred nor any duty to notify the Holders of any of the foregoing.

  • The Administrative Agent shall have received a certificate, dated the Fall-Away Date from a Financial Officer of the Borrower certifying compliance with this Section 3.03(c).

  • The Board will take all Necessary Action such that the Person formerly serving as the 8 Rivers Director is no longer a Director from and after the 8 Rivers Fall-Away Date.

  • The Board will take all Necessary Action such that the Person formerly serving as the Constellation Director is no longer a Director from and after the Constellation Fall-Away Date.

  • The Issuers shall deliver promptly to the Trustee an Officers’ Certificate notifying the Trustee of the occurrence of the Fall-Away Date.

  • Prior to the occurrence of the Fall-Away Event, the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, incur any Indebtedness that purports to be by its terms subordinated to any other Indebtedness of the Company or such Subsidiary, as the case may be, unless such Indebtedness is also expressly subordinated to the Notes to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness.

  • If the Investor elects, pursuant to this Section 5.2(d), to continue the Designation Right following a Change of Control, then no Standstill Fall-Away Date shall be deemed to have occurred as a result of such Change of Control, and the Standstill Restrictions shall continue to apply until a subsequent Standstill Fall-Away Date.