Common use of Derivative Transactions Clause in Contracts

Derivative Transactions. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all Derivative Transactions entered into by 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 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 as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, 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 Company SEC Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of the Company and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of the Company attributable to the production and marketing of the Company and its Subsidiaries, as of the dates reflected therein.

Appears in 2 contracts

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

Derivative Transactions. (a) Except as would not reasonably be expected to have, individually or in Section 4.25 of the aggregate, Parent Disclosure Schedule contains a Company Material Adverse Effect, complete and correct list of all Derivative Transactions (including each outstanding commodity or financial hedging position) entered into by the Company 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 the Company 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 would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company 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 Company SEC Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of the Company and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of the Company attributable to the production and marketing of the Company and its Subsidiaries, as of the dates reflected therein.

Appears in 2 contracts

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

Derivative Transactions. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, all : (a) All Derivative Transactions entered into by the Company 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 the Company 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 would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, the Company 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 Company Parent SEC Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of the Company Parent and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of the Company Parent attributable to the production and marketing of the Company Parent and its Subsidiaries, as of the dates reflected therein.

Appears in 2 contracts

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

Derivative Transactions. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, all Derivative Transactions entered into by the Company 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 the Company and its 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 has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, the Company 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 Company SEC Filed Parent Reporting Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of Parent and the Company and its Parent Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of the Company Parent attributable to the production and marketing of Parent and the Company and its Parent Subsidiaries, as of the dates reflected therein.

Appears in 2 contracts

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

Derivative Transactions. (a) Except as would not reasonably be expected to haveas, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect, all Derivative Transactions entered into by the Company 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 the Company 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 would not reasonably be expected to haveas, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect, the Company 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 Company Filed Parent SEC Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of the Company Parent and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of the Company Parent attributable to the production and marketing of the Company Parent and its Subsidiaries, as of the dates reflected therein.

Appears in 2 contracts

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

Derivative Transactions. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all Derivative Transactions entered into by 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 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 as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, 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 Company SEC Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of the Company and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of the Company attributable to the production and marketing of 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

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

Derivative Transactions. (a) Except as would not reasonably be expected to haveas, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect, all Derivative Transactions entered into by the Company Parent or any of its Subsidiaries or (including for the account of any of its customers customers) that are outstanding 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 the Company 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 would not reasonably be expected to haveas, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect, the Company 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 Company Parent SEC Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of the Company Parent and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of the Company Parent attributable to the production and marketing of the Company Parent and its Subsidiaries, as of the dates reflected therein. Section 4.26(c) of the Parent Disclosure Letter lists all Derivative Transactions to which Parent or any of its Subsidiaries is a party as of the date of this Agreement.

Appears in 2 contracts

Sources: Merger Agreement (Civitas Resources, Inc.), Merger Agreement (SM Energy Co)

Derivative Transactions. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, all : (a) All Derivative Transactions entered into by the Company 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 the Company 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 would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company 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 Company Parent SEC Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of the Company Parent and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of the Company Parent attributable to the production and marketing of the Company Parent and its Subsidiaries, as of the dates reflected therein.

Appears in 1 contract

Sources: Merger Agreement (RSP Permian, Inc.)

Derivative Transactions. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all Derivative Transactions entered into by 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 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 as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, 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 Company SEC Documents Financial Statements accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of the Company and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of the Company attributable to the production and marketing of the Company and its Subsidiaries, as of the dates reflected therein.

Appears in 1 contract

Sources: Merger Agreement (Tengasco Inc)

Derivative Transactions. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, all Derivative Transactions entered into by the Company 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 the Company 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 would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, the Company 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 Company Parent SEC Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of the Company Parent and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of the Company Parent attributable to the production and marketing of the Company Parent and its Subsidiaries, as of the dates reflected therein.

Appears in 1 contract

Sources: Merger Agreement (Tengasco Inc)

Derivative Transactions. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company an Isla Material Adverse Effect, all Derivative Transactions entered into by the Company 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 the Company 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 has not had and would not reasonably be expected to have, individually or in the aggregate, a Company an Isla Material Adverse Effect, the Company 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 Company 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 the Company Isla and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of the Company Isla attributable to the production and marketing of the Company Isla and its Subsidiaries, as of the dates reflected therein.

Appears in 1 contract

Sources: Transaction Agreement (Contango Oil & Gas Co)

Derivative Transactions. (a) Except as would not reasonably be expected to have, individually or in Section 5.20 of the aggregate, Parent Disclosure Letter contains a Company Material Adverse Effect, complete and correct list of all Derivative Transactions entered into by Parent or any of its Subsidiaries that are outstanding as of the Company date hereof. The Parent SEC Documents accurately summarize, in all material respects, all Derivative Transactions outstanding as of the date of this Agreement entered into by Parent or any of its Subsidiaries or for the account of any of its customers, in each case as of the date of this Agreement. 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 the Company 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 would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Parent and each of its Subsidiaries have duly performed in all material 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 no material 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 Company SEC Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of the Company and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of the Company attributable to the production and marketing of the Company and its Subsidiaries, as of the dates reflected therein.

Appears in 1 contract

Sources: Merger Agreement (Vital Energy, Inc.)

Derivative Transactions. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all Derivative Transactions entered into by 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 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 as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, 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 Company SEC Documents accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of the Company and its Subsidiaries, including Hydrocarbon and financial positions under any Derivative Transaction of the Company attributable to the production and marketing of 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

Sources: Merger Agreement (RSP Permian, Inc.)

Derivative Transactions. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date hereof, all outstanding Derivative Transactions entered into by 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 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 as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, 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 Company SEC Documents Documents, as of their respective dates, accurately summarize, in all material respects, the outstanding positions under any Derivative Transaction of the Company and its SubsidiariesSubsidiaries as of such dates, including Hydrocarbon and financial positions under any Derivative Transaction of the Company attributable to the production and marketing of the Company and its Subsidiaries, as of in accordance with the dates reflected therein1934 Act.

Appears in 1 contract

Sources: Merger Agreement (Goodrich Petroleum Corp)