Covenants Regarding the Incurrence of Indebtedness. (a) WPX hereby covenants and agrees that, for so long as WMB is required to consolidate the results of operations and financial position of WPX and any other members of the WPX Group or to account for its investment in WPX under the equity method of accounting (determined in accordance with GAAP consistently applied and consistent with SEC reporting requirements), WPX will not, and WPX will not permit any other member of the WPX Group to, without WMB’s prior written consent (which WMB may withhold in its sole and absolute discretion), create, incur, assume or suffer to exist any WPX Indebtedness (other than the WPX Borrowing). (b) In order to implement this Section 5.3, WPX will notify WMB in writing at least 45 Business Days prior to the time it or any other member of the WPX Group contemplates incurring any WPX Indebtedness of its intention to do so and will obtain WMB’s prior written consent to the incurrence of such proposed additional WPX Indebtedness. Any such written notification from WPX to WMB will include documentation of any existing WPX Indebtedness and estimated WPX Indebtedness after giving effect to such proposed incurrence of additional WPX Indebtedness. WMB will have the right to verify the accuracy of such information and WPX will cooperate fully with WMB in such effort (including, without limitation, by providing WMB with access to the working papers and underlying documentation related to any calculations used in determining such information).
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Samples: Separation and Distribution Agreement (WPX Energy, Inc.), Separation and Distribution Agreement (WPX Energy, Inc.), Separation and Distribution Agreement (WPX Energy, Inc.)
