GCX Option Agreement Sample Clauses

GCX Option Agreement. (i) Apache Midstream shall use commercially reasonable efforts to cause Kayne’s designated subsidiary to be determined an Eligible Person (as such term is defined in the Amended and Restated Limited Liability Company Agreement of Gulf Coast Express Pipeline LLC, dated as of December 19, 2017 (the “LLC Agreement”)) at the time such designated subsidiary is proposed to be admitted as a Member of the Company (as such term is defined in the LLC Agreement). If Kayne’s designated subsidiary is not determined to be an Eligible Person at the time such designated subsidiary is proposed to be admitted as a Member of the Company, then (A) prior to the expiration of the option set forth in the GCX Option Agreement, Apache Midstream shall exercise in full the option set forth in the GCX Option Agreement within the time specified for such exercise in the GCX Option Agreement and (B) as soon as reasonably practicable thereafter and provided that Apache Midstream is admitted as a Member (as such term is defined in the LLC Agreement) in accordance with the LLC Agreement, (1) Apache Midstream shall transfer and assign to Kayne’s designated subsidiary the equity interests in the Company that Apache Midstream received upon the exercise of such option and (2) Kayne shall reimburse Apache Midstream for any capital costs incurred by Apache Midstream in connection with the exercise of such option. (ii) To the extent within Apache’s control and until the earlier of Kayne’s designated subsidiary’s admission as a Member of the Company under Section 2(a)(i) or December 31, 2018, Apache shall use commercially reasonable efforts to not cause the termination of any of the Transportation Agreements (as such term is defined in the GCX Option Agreement); provided, however, that this Section 2(a)(ii) does not apply to any Apache termination right in any Transportation Agreement (as such term is defined in the GCX Option Agreement), and nothing in this Section 2(a)(ii) shall prevent or prohibit Apache from exercising any such termination right pursuant to any or all of such Transportation Agreements (as such term is defined in the GCX Option Agreement), and the Parties agree that any such termination shall not, in any circumstances, be a breach of this Section 2(a)(ii).
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Related to GCX Option Agreement

  • Stock Option Agreement Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option is an ISO or an NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. Options may be granted in consideration of a reduction in the Optionee’s other compensation.

  • Option Agreement Each Option granted pursuant to this Section 9 shall be evidenced by a written stock option agreement, which shall be executed by the Non-employee Director and the Company.

  • Termination Agreement 8.01 Notwithstanding any other provision of this Agreement, WESTERN, at its sole option, may terminate either a Purchase Order or this Agreement at any time by giving fourteen (14) days written notice to CONSULTANT, whether or not a Purchase Order has been issued to CONSULTANT. 8.02 In the event of termination of either a Purchase Order or this Agreement, the payment of monies due CONSULTANT for work performed prior to the effective date of such termination shall be paid within thirty (30) days after receipt of an invoice as provided in this Agreement. Upon payment for such work, CONSULTANT agrees to promptly provide to WESTERN all documents, reports, purchased supplies and the like which are in the possession or control of CONSULTANT and pertain to WESTERN.

  • Transition Agreement 12.8.1 In the event of termination of this Agreement, whether in its entirety or with respect to the Terminated Territory, Ablynx and AbbVie shall negotiate in good faith the terms and conditions of a written transition agreement (the “Transition Agreement”) pursuant to which AbbVie and Ablynx will effectuate and coordinate a smooth and efficient transition of relevant obligations and rights to Ablynx as reasonably necessary for Ablynx to exercise its licenses pursuant to Sections 12.6 and 12.7 with respect to the Licensed Products after termination of this Agreement (in its entirety or with respect to the Terminated Territory, as applicable) as and to the extent set forth in this Article 12. For purposes of clarity, AbbVie shall not be required to Manufacture or have Manufactured the Licensed Products by or on behalf of Ablynx as part of the Transition Agreement. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 12.8.2 The Transition Agreement shall provide that in the event of a termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3 or by Ablynx in its entirety pursuant to Section 12.2.1, AbbVie shall: (i) where permitted by Applicable Law, transfer to Ablynx all of its right, title, and interest in all Regulatory Documentation then Controlled by AbbVie and in its name applicable to the Licensed Products in the Territory that are the subject of an exclusive license grant in Section 12.6.1(iii); (ii) notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect the transfer set forth in clause (i) above; (iii) unless expressly prohibited by any Regulatory Authority, transfer control to Ablynx of all Clinical Studies being Conducted by AbbVie as of the effective date of termination and continue to Conduct such Clinical Studies, […***…], for up to […***…] to enable such transfer to be completed without interruption of any such Clinical Study; provided, that (a) Ablynx shall not have any obligation to continue any Clinical Study unless required by Applicable Law, in which case Ablynx, if it wishes to terminate such Clinical Study, shall continue such Clinical Study […***…] until such time that Applicable Law allows such trial to be terminated (with Ablynx taking all reasonable steps to promptly terminate such Clinical Study and minimize all costs and expenses), and (b) with respect to each Clinical Study for which such transfer is expressly prohibited by the applicable Regulatory Authority, if any, AbbVie shall continue to Conduct such Clinical Study to completion, […***…]; (iv) assign (or cause its Affiliates to assign) to Ablynx all agreements with any Third Party with respect to the conduct of pre-clinical Development activities, Manufacturing or Clinical Studies for the Licensed Products, including agreements with contract research organizations, contract manufacturing organizations, clinical sites, and investigators, unless, with respect to any such agreement, such agreement (a) expressly prohibits such assignment, in which case AbbVie shall cooperate with Ablynx in reasonable respects to secure the consent of the applicable Third Party to such assignment, or (b) covers Clinical Studies for Combination Products in which any active ingredient that is not a Licensed Compound is covered by Patents Controlled by AbbVie or any of its Affiliates or covers products covered by Patents Controlled by AbbVie or any of its Affiliates in addition to the Licensed Products, in which case AbbVie shall, […***…], cooperate with Ablynx in all reasonable respects to facilitate the execution of a new agreement between Ablynx and the applicable Third Party; and (v) transfer to Ablynx all existing clinical supplies of the Licensed Compound or Licensed Product in the possession of AbbVie at the time of termination, which shall be […***…]. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. In the event this Agreement is partially terminated or terminated in its entirety by Ablynx pursuant Section 12.2.1, then any actions or activities set forth in the Transition Agreement shall be […***…]. 12.8.3 The Transition Agreement shall provide that in the event of a termination of this Agreement with respect to a country or other jurisdiction by AbbVie pursuant to Section 12.3.2 or with respect to a Terminated Territory by Ablynx pursuant to Section 12.2.2 (but not in the case of any termination of this Agreement in its entirety), AbbVie shall in a reasonable amount of time following Ablynx’s request: (i) where permitted by Applicable Law, transfer to Ablynx all of its right, title, and interest in all Regulatory Approvals owned by AbbVie and then in its name that is solely applicable to the Terminated Territory and to the Licensed Products that are the subject of an exclusive license grant in Section 12.7.2, as such Regulatory Approvals exists as of the effective date of such termination of this Agreement with respect to such Terminated Territory; provided, that AbbVie retains a license and right of reference under any Regulatory Approval transferred pursuant to this clause as necessary or reasonably useful for AbbVie to Commercialize Licensed Products in the Territory, Develop Licensed Products in support of such Commercialization, or Manufacture Licensed Products in support of such Development or Commercialization; (ii) notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect the transfer set forth in clause (i) above; (iii) grant Ablynx a right of reference to all Regulatory Documentation then owned by AbbVie and in AbbVie’s name that are not transferred to Ablynx pursuant to clause (i) above that are necessary or reasonably useful for Ablynx, any of its Affiliates or sublicensees to Develop or Commercialize any Licensed Products that are the subject of the license grant in Section 12.7.2, as such Regulatory Documentation exists as of the effective date of such termination of this Agreement with respect to such Terminated Territory.

  • Amendment to Purchase Agreement Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows: