Marketing Arrangements Clause Samples

Marketing Arrangements. Subject to §4.06(c), all benefits from marketing arrangements or other relationships affecting the property of the Managing General Partner or its Affiliates and the Partnership shall be fairly and equitably apportioned according to the respective interests of each in the property. The Managing General Partner shall treat all ▇▇▇▇▇ in a geographic area equally concerning to whom and at what price the Partnership’s natural gas and oil will be sold and to whom and at what price the natural gas and oil of other natural gas and oil Programs which the Managing General Partner has sponsored or will sponsor will be sold. For example, each seller of natural gas and oil in a given area will be paid a weighted average selling price for all natural gas and oil sold in that geographic area. The Managing General Partner, in its sole discretion, shall determine what constitutes a geographic area.

Marketing Arrangements. RESPONSE (E.G., "

Marketing Arrangements. Except as set forth in Section 5.20 of the Disclosure Schedule, no Oil and Gas Property covered by the most recent Engineering Report is subject to any contractual or other arrangement (a) whereby payment for production is or can be deferred for a substantial period after the month in which such production is delivered (in the case of oil, not in excess of 60 days, and in the case of gas, not in excess of 90 days), unless Borrower otherwise notifies Administrative Agent in writing and Administrative Agent, in its reasonable discretion, consents thereto in writing, or (b) whereby payments are made to a Restricted Person other than by checks, drafts, wire transfers, or other similar writings, instruments or communications for the immediate payment of money. Except for production sales contracts, processing agreements, transportation agreements and other agreements relating to the marketing of production that are listed in Section 5.20 of the Disclosure Schedule in connection with the Oil and Gas Properties covered by the most recent Engineering Report to which such contract or agreement relates: (i) no Oil and Gas Property is subject to any contractual or other arrangement for the sale, processing or transportation of production (or otherwise related to the marketing of production) that cannot be canceled by such Restricted Person on 120 days’ (or less) notice or that does not provide for the prices to be paid for such production to float with the market at least as often as monthly, and (ii) all contractual or other arrangements for the sale, processing or transportation of production (or otherwise related to the marketing of production) are bona fide arm’s length transactions made on the best terms reasonably available with third parties not affiliated with Restricted Persons. Each Restricted Person is presently receiving a price for all production from (or attributable to) each Oil and Gas Property covered by the most recent Engineering Report that is subject to a production sales contract or marketing contract that is computed in all material respects in accordance with the terms of such contract, and no Restricted Person is having deliveries of production from any such Oil and Gas Property curtailed materially below such property’s delivery capacity, except for curtailments caused (1) by an act or event of force majeure not reasonably within the control of and not caused by the fault or negligence of a Restricted Person and which by the exercise of reas...

Marketing Arrangements. (a) Except as otherwise provided in Section 2(d), (i) any Stockholder requests registration of Registerable Shares, (ii) the offering proposed to be made is to be an underwritten public offering, and (iii) the managing underwriter of such public offering furnishes a written opinion that the total amount of securities to be included in such offering would exceed the maximum amount of securities (the "Maximum Amount") (as specified in such opinion) which can be marketed at a price reasonably related to the then-current market value of such securities (or the anticipated market price, if no trading market then exists) and without materially and adversely affecting such offering or the trading market for Shares, then uBid and each Stockholder desiring to register his Shares by such registration shall have a right to participate in such offering in the following order of priority (a "Priority") until the number of Shares included in the offering reaches the Maximum Amount, and no additional Shares will be included in the registration statement: First Priority shall be to uBid for Shares to be sold for the account of uBid except to the extent that Shares (i) are registered pursuant to a Registration Request for Demand Registration pursuant to Section 2 hereof and (ii) do not qualify for the priority provisions of Section 2(d). Second Priority shall be to a Stockholder who has made a Registration Request for Demand Registration pursuant to Section 2 hereof (subject to the cutback provisions of Section 2(d)). Third Priority shall be to uBid for Shares to be sold for the account of uBid that do not qualify for First Priority. Fourth Priority shall be to holders of Shares who have a contractual right granted to such holders prior to the date hereof to have Shares registered pursuant to a registration statement initiated on their request or demand on terms comparable to Section 2 hereof. Fifth Priority shall be to holders of Shares who have a contractual right granted to such holder on or prior to the date hereof to have their Shares registered pursuant to piggyback or incidental rights on terms comparable to Section 3 hereof (in a registration statement that such holders do not have a right to initiate), including Stockholders who have Piggyback Rights under this Agreement. Sixth Priority shall be to all other holders of Shares in any sequence that may be agreed upon among the holders of such Shares and/or uBid. To the extent that some but not all of the Shares owne...

Marketing Arrangements. 35.1 For so long as the Minority Shareholder holds [***] (or more) of the voting rights of the Shares, the Majority Shareholder shall present the Board with any Marketing Arrangement prior to any Group Company entering into any such Marketing Arrangement for approval as a Board Reserved Matter. 35.2 If the Board does not approve the draft Marketing Arrangement as a Board Reserved Matter, the Majority Shareholder may revise the draft (having due regard to any reasonable comments raised by each of the Directors) and again present it to the Board for approval as a Board Reserved Matter. 35.3 If the Board still does not approve the draft Marketing Arrangement as a Board Reserved Matter upon its second (2nd) submission to the Board then, if the matter is not resolved by the Deadlock Appointees by the relevant Deadlock Matter deadline contemplated under Clause 17.4: 35.3.1 the Non-fee Provisions of any such draft Marketing Arrangement shall be automatically deemed to have received Super Majority Board Approval for the purposes of this Agreement with immediate effect from the relevant Deadlock Matter deadline contemplated under Clause 17.4, provided that such Non-fee Provisions are on arm’s length commercial terms (and otherwise consistent with the fiduciary duties of the Directors in the context of the overall draft Marketing Arrangement) at the relevant time; and 35.3.2 any Fee Provisions of such draft Marketing Arrangement which remain unresolved (each, an “Unresolved Fee Provision”) shall be capable of being referred to an Expert by the Majority Shareholder and/or the Minority Shareholder in accordance with Clause 36 by giving notice to the other (an “Expert Referral Notice”). If neither the Majority Shareholder nor the Minority Shareholder has issued an Expert Referral Notice within ten (10) Business Days after relevant Deadlock Matter deadline contemplated under Clause 17.4 in respect of such Unresolved Fee Provision, then the relevant Unresolved Fee Provision shall be automatically deemed to have received Super Majority Board Approval for the purposes of this Agreement, provided that such Unresolved Fee Provision is on arm’s length commercial terms (and otherwise consistent with the fiduciary duties of the Directors in the context of the overall draft Marketing Arrangement) at the relevant time. 35.4 Notwithstanding the provisions of Clause 3.1.2, none of the following shall constitute a Reserved Matter: 35.4.1 any Non-fee Provisions automatically deemed t...

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Marketing Arrangements. Subject to §4.06(c), all benefits from marketing arrangements or other relationships affecting the property of the Managing General Partner and/or its Affiliates, including its Affiliated partnerships and the Partnership, shall be fairly and equitably apportioned according to the respective interests of each in the property. In this regard, the benefits and liabilities of the hedging agreements shall be equitably allocated by the Managing General Partner and/or its Affiliates, or their successors in interest by merger or otherwise, and the Managing General Partner to the Partnership and the other partnerships sponsored by the Managing General Partner and its Affiliates pro rata based on actual production, consistent with past practice, and the Partnership and the other partnerships sponsored by the Managing General Partner and its Affiliates shall be severally liable for their respective allocated share thereof, but shall not be jointly and severally liable for the entire amount of the liabilities under the hedging agreements. Additionally, the Managing General Partner and/or its Affiliates, and their successors in interest by merger or otherwise, shall not be liable for any such liabilities, or be entitled to any such benefits, to the extent they are so allocated. The Partnership may enter into agreements and financial instruments relating to hedging the Partnership’s natural gas and oil and the pledging of up to 100% of the Partnership’s assets and reserves in connection therewith separate from and in addition to the hedging agreements described above.

Marketing Arrangements. We have provided a menu of possibilities. ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .

Marketing Arrangements. Subject to § 4.06, all benefits from marketing arrangements or other relationships affecting the property of the General Partner or its Affiliates, including its Affiliated partnerships and the Partnership, shall be fairly and equitably apportioned according to the respective interests of each in the property.