XPLR definition
Examples of XPLR in a sentence
Section 2.1 Notice of Transaction Related to XPLR Operating LP ROFR Assets and Initial Negotiation of Definitive Terms for Transaction.
NEER shall indemnify and hold harmless the XPLR Operating LP Indemnitees for any Losses incurred by any of the XPLR Operating LP Indemnitees for a breach or default of ▇▇▇▇’ s obligations under this Section 4.1. This Section 4.1 shall survive the termination of this Agreement.
By________________________ By: XPLR Infrastructure Operating Name: Partners GP, LLC, its general partner Title: By S.
Neither XPLR Operating LP nor any of its representatives, agents or Affiliates (other than ▇▇▇▇, which shall not include any XPLR Operating LP ROFR Asset prior to the acquisition thereof by NEER or any of its Subsidiaries) shall enter into any agreement with any Third Party for the Sale of any XPLR Operating LP ROFR Asset (or any portion thereof) until the conditions set forth in Section 2.3 related to such XPLR Operating LP ROFR Asset and the applicable proposed Sale have been satisfied.
No amendment, supplement or other modification to any terms of this Agreement shall be valid unless in writing and executed and delivered by each of the Parties hereto; provided, however, that XPLR may not, without the prior approval of the Conflicts Committee, agree to any amendment or modification of this Agreement that, in the reasonable discretion of the board of directors of XPLR, would be adverse in any material respect to the holders of its common units representing limited partner interests.
If, by the end of the Final Negotiation Period, the Parties have not agreed to definitive terms for the Sale of such XPLR Operating LP ROFR Asset to ▇▇▇▇ and no ▇▇▇▇ Acceptance has occurred, XPLR Operating LP will have the right, within 30 days following such Final Negotiation Period (the “Third Party Final Sale Period”), to consummate a Sale of such XPLR Operating LP ROFR Asset to such Third Party (or agree in writing to undertake such Sale to such Third Party) in accordance with the terms of Section 2.4.
XPLR Member shall keep NEER Member reasonably informed with respect to XPLR Member’s discussions with any third party to obtain any required third party consents, and XPLR Member shall not agree to any Third Party Financing Costs without ▇▇▇▇ Member’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns (which include XPLR Operating LP’s Subsidiaries).
If, by the end of the Negotiation Period, the Parties have not agreed to definitive terms for the Sale of such XPLR Operating LP ROFR Asset to ▇▇▇▇, XPLR Operating LP will have the right, within 30 days following such Negotiation Period (the “Third Party Negotiation Period”), to engage in non-binding discussions and negotiations in good faith with a Third Party with respect to a Sale of such XPLR Operating LP ROFR Asset to such Third Party in accordance with the terms of Section 2.2.
This Agreement shall not confer any rights or remedies on any Person other than (i) the Parties and their respective successors and permitted assigns (including ▇▇▇▇’ s Subsidiaries), and (ii) the XPLR Operating LP Indemnitees to the extent such XPLR Operating LP Indemnitees are expressly granted certain rights of indemnification in this Agreement.