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above (the'Restoration Obligations"), Licensees hall have a limited license to enter upon
<br />the Premises and Project Area solely to the.extent necessary for Licensee to complete the
<br />Restoration Obligations, and all liabilities andobligations of Licensee hereunder shall
<br />continue in effect until the Premises are. surrendered and the Restoration. Obligations are
<br />completed. Neither termination nor expiration shall, release Licensee from any liability or
<br />obligation under this. License; whether of indemnity or otherwise, resulting. from any acts,
<br />omissions or events happening prior to the date of termination, or, if later, the date when
<br />Licensee surrenders the Premises and all of the Restoration Obligations are completed.
<br />Maintenance of the. Pipeline and compliance. with the. Restoration Obligations shall be .
<br />continuing. obligations of. Licensee and its. successors and. assigns, secured by the
<br />covenants:. provided in .S.ection 29.
<br />24.3 If Licensee fails to complete the Restoration Obligations within thirty (30) days after the
<br />date of such termination. .of.its tenancy, then Licensor may, at its. election: (i) remove the
<br />Pipeline and the other Improvements or otherwise restore the Premises and complete :any
<br />portion of the Restoration Obligations which remain incomplete, .and in such event
<br />Licensee shall,. within thirty (30) days after receipt of bill therefor; reimburse Licensor for all
<br />costs incurred, (N) upon written notice to Licensee, take and hold:#he.Pipeline and the other
<br />Improvements and personal property as its sole property, without payment or obligation to
<br />Licensee therefor; or(iii) specifically enforce Licensee's obligation to restore and/or pursue
<br />any remedy at law or in equity against Licensee for failure to so restore. Further, if Licensor
<br />has consented to the Pipeline and the other improvements remaining .on the Premises
<br />following termination, Licensee. shalt, upon request by Licensor, provide a bill of sale in a
<br />form acceptable to Licensor conveying the Pipeline and the other Improvements to
<br />Licensor for no additional consideration.
<br />.MISCELLANEOUS
<br />25. Successors and Assigns. All provisions contained. in this License shall be binding upon; inure to
<br />the benefit of, and beenforceable by the respective.. successors and assigns of Licensor and
<br />Licensee to the same extent as if each such successor and assign was named a party :to this
<br />License, provided that, no successor or assign of Licensee may seek to enforce this License until
<br />and unless. such assignment has been approved by Licensor as provided in Section 26.
<br />26. Assignment.
<br />26.1. Licensee may not. sell, assign, transfer, or hypothecate this License or any right,
<br />obligation, or interest.herein (either voluntarily or by operation of law, merger, or otherwise)
<br />without the prior written consent of Licensor, which consent to a subsequent owner of the
<br />Project Area may not be unreasonably withhold or delayed by Licensor. Any attempted
<br />assignment by Licensee in violation of this Section 2fi shall be a breach of this License
<br />and. in addition; shall be voidable by Licensor in its sole and absolute discretion.
<br />26.2 For purposes of this: Section 26, the word "assign" shall include without limitation (a) any
<br />sale of the equity interests.: of Licensee following which the equity interest holders of
<br />Licensee immediately prior to such. sale own, directly or indirectly, less than 50% of. the
<br />combined voting power of the outstanding voting equity interests of Licensee, (b) any.sale
<br />of all. or substantially all. of the assets of (i) Licensee and (ii) to the extent such entities exist,
<br />Licensee's parent and subsidiaries, taken .as. a whole, or. (c) any .reorganization,
<br />recapitalization, merger or :consolidation involving Licensee. Notwithstanding the
<br />foregoing, any reorganization, recapitalization, merger or consolidation following which the
<br />equity interest holders of Licensee :immediately prior to such reorganization,
<br />recapitalization, merger or consolidation own, directly or indirectly, at feast. 5.0% of the
<br />combined voting. power of the outstanding voting equity interests of Licensee or arty
<br />successor thereto or the entity resulting from such. reorganization, recapitalization, merger
<br />or consolidation shall notice deemed an assignment.
<br />16 Form 424: Rev. 20190916
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