Tergas definition
Examples of Tergas in a sentence
The Assignor and the Assignees agree (i) that the Tergas Rights shall not be modified without the prior written consent of Assignees; and (ii) upon Assignees’ request and during the term of this Agreement, the Assignor shall carry out any necessary act to guarantee that the Tergas Rights would not be modified or affected.
None of (i) the outstanding equity securities or other securities of any Company, or (ii) the Tergas Option, was issued or executed in violation of any applicable Law, Order, USA Permit or Mexican Permit and does not currently violate any applicable Law, Order, USA Permit or Mexican Permit.
POM, Termatsal and Tergas are herein collectively referred to as the “Companies.” The Parties are parties to that certain Purchase and Sale Agreement (the “Prior Agreement”) entered into as of August 15, 2005, as amended, under which Buyer desired to purchase from Seller, and Seller was willing to sell to Buyer, (i) the Rio Assets and (ii) the Shares of the Companies, as such terms were further described in the Prior Agreement.
Except for the transactions contemplated by this Agreement and the Tergas Option, there are no agreements between any holders of any equity securities or other securities of the Companies with respect to the voting or transfer of such Companies’ equity securities or other securities, or with respect to any other aspect of the Companies’ affairs.
Except for the Tergas Option, there are no Contracts relating to the issuance, sale, or transfer of any equity securities or other securities of any Company, nor are there outstanding any warrants, options or other rights to acquire any equity securities or other securities of any Company.
Likewise, Seller has in place certain corporate and contractual arrangements based on which it has certain rights for indirect control of Tergas, S.A. de ▇.▇.
All Liens on the Assets, the Mexican Assets, the Tergas Option, the Tergas Shares, the Shares and the Fee Properties securing any obligations under or with respect to the Secured Debt Facility shall have been released and terminated and copy of the documents evidencing such release and termination shall have been provided to Buyer Parties.
In addition, Seller may instruct Buyer Parties to pay a portion of the dollar amount otherwise payable to Seller directly to the Secured Debt Lender and/or other Lenders in order to obtain a release of the Liens held by the Secured Debt Lender and/or other Lenders, respectively, on the Assets, the Tergas Option or the Shares as applicable.
There are no Legal Proceedings pending against Seller or, to Seller’s Knowledge, threatened against Seller or any of the Companies that question the validity of this Agreement or any action taken or to be taken by Seller in connection with, or which seek to enjoin or obtain monetary damages in respect of, this Agreement or the consummation by Seller, its Affiliates or the Individual Tergas Owners of the transaction contemplated hereby.
Neither this Agreement nor any rights or obligations hereunder may be assigned without the written consent of the other Party, and any purported assignment made without such written consent shall be void; provided, Buyer Parties shall have the right to designate one or more of its Affiliates or other Persons to be transferee(s) at the Closing of all or any part of the Assets, the Tergas Option, the Shares or the Tergas Shares.