Common use of Derivative Transactions Clause in Contracts

Derivative Transactions. (a) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, all Derivative Transactions entered into by Parent or any of its Subsidiaries or for the account of any of its customers as of the date of this Agreement were entered into in accordance with applicable Laws, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Parent and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with their advisers) and to bear the risks of such Derivative Transactions. (b) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, Parent and each of its Subsidiaries have duly performed in all respects all of their respective obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and there are no breaches, violations, collateral deficiencies, requests for collateral or demands for payment, or defaults or allegations or assertions of such by any party thereunder. (c) The Filed Parent SEC Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of Parent and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of Parent attributable to the production and marketing of Parent and its Subsidiaries, as of the dates reflected therein.

Appears in 2 contracts

Samples: Merger Agreement (Pioneer Natural Resources Co), Merger Agreement (Parsley Energy, Inc.)

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Derivative Transactions. (a) Except as, individually or in Section 4.25 of the aggregate, has not had Parent Disclosure Schedule contains a complete and would not reasonably be expected to have a Parent Material Adverse Effect, correct list of all Derivative Transactions (including each outstanding commodity or financial hedging position) entered into by Parent or any of its Subsidiaries or for the account of any of its customers as of the date of this Agreement. (b) Except for such matters as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) all such Derivative Transactions were, and any Derivative Transactions entered into after the date of this Agreement were will be, entered into in accordance with applicable Applicable Laws, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Parent and its Subsidiaries, and were were, and will be, entered into with counterparties that Parent believed at the time time, and still believes, to be financially responsible and able to understand (either alone or in consultation with their advisers) and to bear the risks of such Derivative Transactions. ; and (bii) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, Parent and each of its Subsidiaries have have, and will have, duly performed in all respects all of their respective obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and and, to the knowledge of Parent, there are and will be no breaches, violations, collateral deficiencies, requests for collateral or demands for payment, or defaults or allegations or assertions of such by any party thereunder. (c) The Filed Parent SEC Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of Parent and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of Parent attributable to the production and marketing of Parent and its Subsidiaries, as of the dates reflected therein.

Appears in 2 contracts

Samples: Merger Agreement (Ensco PLC), Merger Agreement (Pride International Inc)

Derivative Transactions. (a) Except asas would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, all : (a) All Derivative Transactions entered into by Parent or any of its Subsidiaries or for the account of any of its customers as of the date of this Agreement were entered into in accordance with applicable Laws, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Parent and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with their advisers) and to bear the risks of such Derivative Transactions. (b) Except asas would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, Parent and each of its Subsidiaries have duly performed in all respects all of their respective obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and there are be no breaches, violations, collateral deficiencies, requests for collateral or demands for payment, or defaults or allegations or assertions of such by any party thereunder. (c) The Filed Parent SEC Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of Parent and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of Parent attributable to the production and marketing of Parent and its Subsidiaries, as of the dates reflected therein.

Appears in 2 contracts

Samples: Merger Agreement (Parsley Energy, Inc.), Merger Agreement (Jagged Peak Energy Inc.)

Derivative Transactions. (a) Except asas would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, all Derivative Transactions entered into by Parent the Company or any of its Subsidiaries or for the account of any of its customers as of the date of this Agreement were entered into in accordance with applicable Laws, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Parent the Company and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with their advisers) and to bear the risks of such Derivative Transactions. (b) Except asas would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, Parent the Company and each of its Subsidiaries have duly performed in all respects all of their respective obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and there are no breaches, violations, collateral deficiencies, requests for collateral or demands for payment, or defaults or allegations or assertions of such by any party thereunder. (c) The Filed Parent Company SEC Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of Parent the Company and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of Parent the Company attributable to the production and marketing of Parent the Company and its Subsidiaries, as of the dates reflected therein.

Appears in 2 contracts

Samples: Merger Agreement (Parsley Energy, Inc.), Merger Agreement (Jagged Peak Energy Inc.)

Derivative Transactions. (a) Except asas would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, all Derivative Transactions entered into by Parent the Company or any of its Subsidiaries or for the account of any of its customers as of the date of this Agreement were entered into in accordance with applicable Laws, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Parent the Company and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with their advisers) and to bear the risks of such Derivative Transactions. (b) Except asas would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, Parent the Company and each of its Subsidiaries have duly performed in all respects all of their respective obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and there are no breaches, violations, collateral deficiencies, requests for collateral or demands for payment, or defaults or allegations or assertions of such by any party thereunder. (c) The Filed Parent Company SEC Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of Parent the Company and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of Parent the Company attributable to the production and marketing of Parent the Company and its Subsidiaries, as of the dates reflected therein. Schedule 4.20(c) of the Company Disclosure Letter lists, as of the date of this Agreement, all Derivative Transactions to which the Company or any of its Subsidiaries is a party.

Appears in 2 contracts

Samples: Merger Agreement (Conocophillips), Merger Agreement (Concho Resources Inc)

Derivative Transactions. (a) Except as, individually or in the aggregate, as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect, all Derivative Transactions entered into by Parent or any of its the Parent Subsidiaries or for the account of any of its customers as of the date of this Agreement were entered into in accordance with applicable Laws, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Parent and its the Parent Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with their advisers) and to bear the risks of such Derivative Transactions. (b) Except as, individually or in the aggregate, as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its the Parent Subsidiaries have duly performed in all respects all of their respective obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and there are no breaches, violations, collateral deficiencies, requests for collateral or demands for payment, or defaults or allegations or assertions of such by any party thereunder. (c) The Filed Parent SEC Reporting Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of Parent and its the Parent Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of Parent attributable to the production and marketing of Parent and its the Parent Subsidiaries, as of the dates reflected therein.

Appears in 2 contracts

Samples: Merger Agreement (Penn Virginia Corp), Merger Agreement (Denbury Resources Inc)

Derivative Transactions. (a) Except as, individually or in the aggregate, as has not had and would not reasonably be expected to have a Parent have, individually or in the aggregate, an Isla Material Adverse Effect, all Derivative Transactions entered into by Parent Isla or any of its Subsidiaries or for the account of any of its customers as of the date of this Agreement were entered into in accordance with applicable Laws, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Parent Isla and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with their advisers) and to bear the risks of such Derivative Transactions. (b) Except as, individually or in the aggregate, as has not had and would not reasonably be expected to have a Parent have, individually or in the aggregate, an Isla Material Adverse Effect, Parent Isla and each of its Subsidiaries have duly performed in all respects all of their respective obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and there are no current or ongoing breaches, violations, collateral deficiencies, requests for collateral or demands for payment, or defaults or allegations or assertions of such by any party thereunder. (c) The Filed Parent SEC Documents accurately summarizeSchedule 5.25 of the Isla Disclosure Letter sets forth, as of the date of this Agreement, all Derivative Transactions to which the Isla or any of its Subsidiaries is a party, and summarizes, in all material respects, the outstanding positions under any Derivative Transaction of Parent Isla and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of Parent Isla attributable to the production and marketing of Parent Isla and its Subsidiaries, as of the dates reflected therein.

Appears in 1 contract

Samples: Transaction Agreement (Contango Oil & Gas Co)

Derivative Transactions. (a) Except asas would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, all : (a) All Derivative Transactions entered into by Parent or any of its Subsidiaries or for the account of any of its customers as of the date of this Agreement were entered into in accordance with applicable Laws, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Parent and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with their advisers) and to bear the risks of such Derivative Transactions. (b) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, Parent and each of its Subsidiaries have duly performed in all respects all of their respective obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and there are be no breaches, violations, collateral deficiencies, requests for collateral or demands for payment, or defaults or allegations or assertions of such by any party thereunder. (c) The Filed Parent SEC Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of Parent and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of Parent attributable to the production and marketing of Parent and its Subsidiaries, as of the dates reflected therein.

Appears in 1 contract

Samples: Merger Agreement (RSP Permian, Inc.)

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Derivative Transactions. (a) Except asas would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, all Derivative Transactions entered into by Parent the Company or any of its Subsidiaries or for the account of any of its customers as of the date of this Agreement were entered into in accordance with applicable Laws, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Parent the Company and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with their advisers) and to bear the risks of such Derivative Transactions. (b) Except asas would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, Parent the Company and each of its Subsidiaries have duly performed in all respects all of their respective obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and there are no breaches, violations, collateral deficiencies, requests for collateral or demands for payment, or defaults or allegations or assertions of such by any party thereunder. (c) The Filed Parent SEC Documents Company Financial Statements accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of Parent the Company and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of Parent the Company attributable to the production and marketing of Parent the Company and its Subsidiaries, as of the dates reflected therein.

Appears in 1 contract

Samples: Merger Agreement (Tengasco Inc)

Derivative Transactions. (a) Except asas would not have, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, as of the date hereof, all outstanding Derivative Transactions entered into by Parent the Company or any of its Subsidiaries or for the account of any of its customers as of the date of this Agreement were entered into in accordance with applicable Laws, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Parent the Company and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with their advisers) and to bear the risks of such Derivative Transactions. (b) Except asas would not have, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, Parent as of the date hereof, the Company and each of its Subsidiaries have duly performed in all respects all of their respective obligations under the outstanding Derivative Transactions to the extent that such obligations to perform have accrued, and there are no breaches, violations, collateral deficiencies, requests for collateral or demands for payment, or defaults or allegations or assertions of such by any party thereunder. (c) The Filed Parent Company SEC Documents Documents, as of their respective dates, accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of Parent the Company and its SubsidiariesSubsidiaries as of such dates, including Hydrocarbon and financial positions under any Derivative Transaction of Parent the Company attributable to the production and marketing of Parent the Company and its Subsidiaries, as of in accordance with the dates reflected therein1934 Act.

Appears in 1 contract

Samples: Merger Agreement (Goodrich Petroleum Corp)

Derivative Transactions. (a) Except asas would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, all Derivative Transactions entered into by Parent or any of its Subsidiaries or for the account of any of its customers as of the date of this Agreement were entered into in accordance with applicable Laws, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Parent and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with their advisers) and to bear the risks of such Derivative Transactions. (b) Except asas would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, Parent and each of its Subsidiaries have duly performed in all respects all of their respective obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and there are no breaches, violations, collateral deficiencies, requests for collateral or demands for payment, or defaults or allegations or assertions of such by any party thereunder. (c) The Filed Parent SEC Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of Parent and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of Parent attributable to the production and marketing of Parent and its Subsidiaries, as of the dates reflected therein.

Appears in 1 contract

Samples: Merger Agreement (Tengasco Inc)

Derivative Transactions. (a) Except asas would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, all Derivative Transactions entered into by Parent the Company or any of its Subsidiaries or for the account of any of its customers as of the date of this Agreement were entered into in accordance with applicable Laws, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Parent the Company and its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with their advisers) and to bear the risks of such Derivative Transactions. (b) Except asas would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, Parent the Company and each of its Subsidiaries have duly performed in all respects all of their respective obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and there are be no breaches, violations, collateral deficiencies, requests for collateral or demands for payment, or defaults or allegations or assertions of such by any party thereunder. (c) The Filed Parent Company SEC Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of Parent the Company and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of Parent the Company attributable to the production and marketing of Parent the Company and its Subsidiaries, as of the dates reflected therein. Schedule 4.20(c) of the Company Disclosure Letter lists, as of the date of this Agreement, all Derivative Transactions to which the Company or any of its Subsidiaries is a party.

Appears in 1 contract

Samples: Merger Agreement (RSP Permian, Inc.)

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