Joint Operating Agreements. Borrower shall not, and shall not permit any of its Subsidiaries to, amend, restate, supplement or otherwise modify, any joint operating agreement covering any of the Oil and Gas Properties of Borrower or any of its Subsidiaries in a manner materially adverse to Borrower or such Subsidiary without the prior written consent of Administrative Agent.
Joint Operating Agreements. Upon the issue of an Exploration License in respect of which Avenue or its Nominated Affiliate has notified its wish to acquire a Participating Interest pursuant to clause 4.3(c), Avenue or (as the case may be) the Nominated Affiliate and the other Participants shall enter into a Joint Operating Agreement relating to their respective interests therein, such agreement shall be based upon the agreed form Operating Agreement attached hereto as Schedule B, specific to the Exploration Licenses in each prosect.
Joint Operating Agreements. Neither Quanterra nor its Affiliate has entered into any joint operating agreement regarding any of the leases or xxxxx affected by this Agreement that contains terms or conditions which impose duties or obligations on Quanterra or its Affiliate beyond those customarily contained or created by joint operating agreements executed in the ordinary course of conducting an oil and gas business.
Joint Operating Agreements. No joint operating agreement affecting the Seller’s interest in the Properties contains material non-standard terms or provisions or imposes material restrictions on the operation or development of the Properties such that the Properties could not be operated or developed under such agreement as currently written in accordance with the general custom and practice in the same general geographical location as the Properties. PURCHASE AND SALE AGREEMENT -35-
Joint Operating Agreements. Unlike the absolute financial and structural control affiliations previously described where a centralized authority has power over participating hospitals’ boards of directors and assets, regional hospital systems are now affiliating through a joint operating agreement that may be implemented through a partnership or through a non-profit corporation. The hallmark of the joint operating agreement type of affiliation is that participating hospitals retain their separate identities, boards of directors, and a certain amount of autonomy even though considerable management and financial authority is shifted to the governing body of the JOA. For example, authority to make moral or ethical decisions based on religious principles is usually retained by the hospitals. Xxxxxx ceded to the governing body of the joint operating agreement and powers reserved by the hospitals may be spelled out in a variety of documents, including a joint operating agreement, a partnership agreement, articles of incorporation, bylaws, a code of regulations, or management contracts. Because a joint operating agreement affiliation is not a true merger, it has come to be called a "virtual merger." Virtual mergers are intended to unify operations to achieve cost efficiencies necessary to compete successfully in a managed care environment by eliminat ing duplications, consolidating managerial decisions, and offering third-party payers unified access to cost effective services.
Joint Operating Agreements. (a) Prior to the commencement of any Development Operation for any well to be drilled on the Joint Assets and, in any event, within thirty (30) days after LINN’s receiving written notice from the Company, the Parties shall enter into a joint operating agreement in the form attached hereto as Exhibit A (the “Form JOA”) in respect of the Applicable Contract Area, to the extent that an existing Form JOA is not, at the relevant time, in place in respect of such Applicable Contract Area. In the event that any Development Operation commences prior to the execution of a Form JOA covering such Development Operation, such Development Operation shall be subject to the provisions of this Agreement, including this Section 2.6(a), and shall be deemed subject to and governed by the Form JOA.
(b) In the event any portion of the Joint Assets is governed by a Third Party Operating Agreement, as between the Parties, the provisions of the Form JOA shall apply to the extent possible without contravening the provisions of the relevant Third Party Operating Agreement.
(c) If the remainder of the entire Working Interest in any Applicable Contract Area is covered by a Third Party Operating Agreement and is acquired hereafter by the Parties, then such Third Party Operating Agreement shall be terminated, and the Form JOA for such Applicable Contract Area shall thereafter apply to such Working Interest.
(d) In the event of any conflict or inconsistency between the terms of this Agreement and any Applicable Operating Agreement, then, as between the Parties, this Agreement shall prevail to the extent of such conflict.
(e) During the term of the MSA, LINN shall have no obligation to pay the Company overhead provided for under any Applicable Operating Agreement under which the Company serves as operator.
Joint Operating Agreements. (a) Promptly following the execution of this Agreement, Avenue, AME (as representative of the relevant SGC Participants) and MEPS shall negotiate in good faith and use all reasonable endeavours to agree the terms of a Joint Operating Agreement for the Tosun Licence to be entered into on the Tosun Closing Date. Unless Avenue, AME and MEPS agree otherwise, such Joint Operating Agreement shall be consistent with the relevant provisions of this Agreement (including clause 9.3) and shall be based upon and consistent with the draft Joint Operating Agreement set out in Schedule H.
(b) Avenue may by notice to AME terminate this Agreement with immediate effect at any time after 30 November 2002 but prior to exercise of the Tosun Acquisition if, despite Avenue having complied with its obligations under clause 9.1, the terms of a Joint Operating Agreement have not for the time being been agreed.
(c) Promptly following the Tosun Closing Date Avenue, AME (as representative of the relevant SGC Participants) and MEPS shall negotiate in good faith and use all reasonable endeavours to agree:
(i) the terms of an amending agreement that incorporates the Karakilise Licence into the Tosun JOA, to be entered into at closing of the Karakilise Option; and
(ii) in relation to each of the other SGC Interests, the terms of one or more Joint Operating Agreements (or, if Avenue, AME and MEPS so agree, amending agreements to existing Joint Operating Agreements) to be entered into by the relevant Participants at closing of the Acquisition relating to the relevant SGC Interest, each such Joint Operating Agreement to be consistent with the relevant provisions of this Agreement (including clause 9.3) and, to the extent relevant and appropriate, to be based upon and consistent with the draft Joint Operating Agreement set out in Schedule H.
(d) AME shall be the Operator of the SGC Interests under and subject to the terms of each Joint Operating Agreement entered into pursuant to this Agreement. SGC shall procure that, from the time of closing of any Acquisition of a Participating Interest in an SGC Licence, AME will hold not less than a 15% Participating Interest in that SGC Licence.
(e) The terms of any Joint Operating Agreement entered into pursuant to this Agreement shall, from the time it takes effect and as between the parties to it, prevail over and to the exclusion of any conflicting provision of this Agreement or of any other arrangement between all or any or those parties.
(f) Prior...
Joint Operating Agreements. 1 Sunoco.............................7 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT ("Agreement") is entered into by and between VE Corporation, doing business as Vanguard Energy Corporation ("Seller") and Vast Exploration, LLC ("Purchaser"). In consideration of the premises, covenants and agreements herein contained and the actions herein recited to be performed, Seller and Purchaser agree as follows:
Joint Operating Agreements. 1. Joint Operating Agreement dated effective May 1, 2008, with Arbol Resources, Inc.;
2. Joint Operating Agreement dated effective May 1, 2008, with JHN Family Investments, LLC;
3. Joint Operating dated effective December 1, 2007, with BOSS Exploration & Production Corporation;
4. Joint Operating Agreement dated effective December 1, 2007, with Cinco Natural Resources Corporation;
5. Joint Operating Agreement dated effective December 1, 2007, with Gasco, L.P.;
6. Joint Operating Agreement dated effective December 1, 2007, with Hardrock Partners, Ltd.;
7. Joint Operating Agreement dated effective December 1, 2007, with Xxx Exploration, Ltd.; and
8. Joint Operating Agreement dated effective November 1, 2007, with Rainier Exploration, L.P.
Joint Operating Agreements. A Practical Guide (Globe Law Business, London 2010) 252, Xxxxx Xxxxxx, ´Joint Operating Agreements` in Xxxx Xxxxxxxx, Xxxx Xxxxxx (eds), Oil and Gas Law: Current Practice and Emerging Trends (DUP, Dundee 2007) 273-277, Xxxxxxx X. X. Xxxxxx, Xxxxx X. Tyne, Xxxxxx and Xxxxxx on Joint Operating Agreements (2ndedn Longman, London 1992) 27. on an unincorporated joint venture.81 The incorporated entity is taxed on its profits because it is considered a person. The second round of taxation comes when each shareholder or member receives income in the form of a distribution from the incorporated entity.82 However, the use of a corporate form sometimes can have tax advantages in a merger and acquisition transaction. For example, if the target entity possesses relevant historical tax credits, then it could be beneficial for the new shareholder may be able to gain the benefit of such credits by merging with or acquiring the entity. If a corporate form had not been used, a person acquiring the assets used in a particular venture might be unable to acquire the advanTages of the tax credit. However, if the corporate form is used and the target entity possesses tax liabilities to be paid then those liablities will not discourage an acquisition unless the tax liabilities would be absorbed by the party wishing to sell their shares in the target entity. Xxxxx Xxxxxxxxx describes the ‘real’ impact that tax applications can exercise on certain oil and gas operations in the following terms: In short, the tax regime in a given jurisdiction can create more or less advantages to develop your upstream business through an unincorporated or incorporated joint venture. 81 Xxxx, supra n. 39§ 76 at p. 134. 82 Xxxx, supra n. 39 § 17 at p. 54. In the United States, limited liability companies typically are treated as pass-through entities for purposes of federal income taxes. 26 C.F.R. § 301.7701–3(b)(1). That is, the limited liability company’s profits are not taxed. Thus, there is only one round of taxation, which occurs when the limited liability company distributes profits to its members. 83Anita Gefreh Xxxxxxxxx, ‘An Overview of Oil and Gas Contracts in the Williston Basin’ (1983) 59 North Dakota Law Review 49. But the industry tends to favour the former option for tax and other reasons mentioned elsewhere in this paper. 84
