No Other Operations. Merger Sub was formed solely for the purpose of effecting the Merger. Merger Sub has not and will not prior to the Effective Time engage in any activities other than those incidental to its formation or those contemplated by this Agreement and has, and will have as of immediately prior to the Effective Time, no liabilities other than those contemplated by this Agreement.
No Other Operations. As of the applicable Closing Date, no Company or any Purchased Subsidiary will (a) own or hold any assets, other than the Owned Real Property, Leased Real Property, interests in Subsidiaries or pursuant to any Material Contract, or (b) conduct any business, other than as set forth in the immediately preceding clause (a), the operation of the Real Property, the Leased Real Property or otherwise pursuant to any Material Contract.
No Other Operations. No Company has conducted any business or operations other than businesses and operations related to the Oil and Gas Properties owned by XxXxxx and Lavaca and the midstream assets owned by Field Services, in each case as described in the Audited Financial Statements, and no Company has owned any assets other than the Leases, the Units and property ancillary to the ownership and operation of the Leases, the Units and midstream assets owned by Field Services, other than with respect to the Excluded Assets and any leases assigned, traded or swapped in the Ordinary Course.
No Other Operations. No Contribution Entity (A) owns, owned, holds or has ever held any assets other than each Property that it owns and the Personal Property, the Leases, the Contracts and the Permits relating to such Property, nor (B) conducts or has conducted any business, other than owning such Property.
No Other Operations. The Purchaser has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, the other Transaction Agreements and the Equity Commitments and the transactions contemplated hereby and thereby.
No Other Operations. Xxxxxx Sub is a Wholly Owned Subsidiary of Parent that was formed solely for the purpose of engaging in the Transactions. Since the date of its incorporation, Merger Sub has not and will not prior to the Effective Time engage in any activities other than those incidental to its formation or those contemplated by this Agreement and has, and will have as of immediately prior to the Effective Time, no liabilities other than those contemplated by this Agreement. Parent directly or indirectly owns all of the issued and outstanding shares of common stock of Merger Sub free and clear of all Liens or any other limitations or restrictions (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests, but excluding any such restriction on the right to sell or otherwise dispose of such capital stock or other voting securities under applicable securities Laws and other than Liens created under this Agreement).
No Other Operations. Each of Merger Sub and Intermediate Holdco was formed solely for the purpose of effecting the Merger. Each of Merger Sub and Intermediate Holdco has not and will not prior to the Effective Time engage in any activities other than those incidental to its formation or those contemplated by this Agreement and has, and will have as of immediately prior to the Effective Time, no liabilities other than those contemplated by this Agreement.
No Other Operations. Purchaser’s assets, liabilities and operations shall be limited to such assets, liabilities and operations as are necessary or appropriate to consummate the Offer and the Merger and Purchaser shall not acquire any assets, assume any liabilities or conduct any operations which are not connected to or in furtherance of the Offer and the Merger.
No Other Operations. Since the date of inception, the Purchaser has conducted no business other than organizational matters and has no material assets or liabilities, executory contracts (except for this Agreement and the Ancillary Documents), pending claims or litigation.
