Operatorship of the Assets Sample Clauses

Operatorship of the Assets. Seller does not make any representation or warranty to Purchaser as to transferability or assignability of operatorship of any Assets or the ability of Purchaser or any Person to be designated or qualified as the operator of any Assets.
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Operatorship of the Assets. While Purchaser acknowledges that it, or an Affiliate or subsidiary of Purchaser, desires to succeed Seller (or its Affiliates) as operator of those certain Oil and Gas Properties or portions thereof that Seller (or its Affiliates) may presently operate, Purchaser also acknowledges and hereby agrees that Seller cannot and does not covenant or warrant to any Person that Purchaser, or an Affiliate or subsidiary of Purchaser, shall become successor operator of such Oil and Gas Properties because the Oil and Gas Properties or portions thereof may be subject to operating or other agreements that control the appointment of a successor operator. Seller agrees to use commercially reasonable efforts to support Purchaser’s, or an Affiliate or subsidiary of Purchaser’s efforts to be named as, successor operator to the Assets which Seller operates and designate or appoint, to the extent legally possible and permitted under applicable Law or any applicable operating agreement, Purchaser as successor operator of such Assets, effective as of the Closing (at Purchaser’s sole cost and expense).
Sample 1
Operatorship of the Assets. While Purchaser acknowledges that Purchaser Operating Affiliate, or another Affiliate of Purchaser, desires to succeed Operating Affiliate as operator of those certain Assets or portions thereof that Operating Affiliate may presently operate, Purchaser acknowledges and agrees that neither Sellers nor Company can, and do not, covenant or warrant that Purchaser Operating Affiliate, or another Affiliate of Purchaser, shall become successor operator of such Assets because the Assets or portions thereof may be subject to operating agreements or other Contracts that govern and control the appointment of a successor operator. Sellers agree, however, that as to the Assets that Operating Affiliate operates, Sellers shall cause Operating Affiliate to use its commercially reasonable efforts to (a) support Purchaser Operating Affiliate’s efforts to become successor operator of such Assets (to the extent permitted by applicable Law or under any applicable operating agreement) effective as of Closing (at Purchaser’s sole cost and expense) and (b) designate or appoint, to the extent legally possible and permitted under applicable Law or any applicable operating agreement, Purchaser Operating Affiliate or another Affiliate of Purchaser as successor operator of such Assets effective as of Closing.
Sample 1

Related to Operatorship of the Assets

  • OWNERSHIP OF THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

  • Ownership of the Property (a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner and lessor of the Properties and (C) Lessee will be treated as the lessee of the Properties, but (ii) for federal, state and local income tax and all other purposes (A) this Lease will be treated as a financing arrangement, (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to an owner of property like such Property for such tax purposes. Nevertheless, Lessee acknowledges and agrees that none of the Participants has made any representations or warranties to Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's obligations for the repayment of the above-described loans, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance provided for in Section 2 shall be deemed a grant of a security interest in and a mortgage lien on Lessee's right, title and interest in the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether in the form of cash, investments, securities or other property, for the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by Lessor or any of its agents of notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial Code; and (iv) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of Lessee shall be deemed to have been given for the purpose of perfecting such security interest under applicable law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and relied

  • Ownership of the Leased Property Lessee acknowledges that the Leased Property is the property of Lessor and that Lessee has only the right to the possession and use of the Leased Property upon the terms and conditions of this Lease.

  • Ownership of Products It is understood and agreed that all products provided under this Agreement shall become the property of the County upon acceptance by the County.

  • Ownership of Seller Credit Acceptance is the sole owner of the membership interests of the Seller, all of which are fully paid and nonassessable and owned of record, free and clear of all mortgages, assignments, pledges, security interests, warrants, options and rights to purchase.

  • Ownership of Properties; Liens Each Loan Party owns good and, in the case of real property, marketable title to all of its properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights), free and clear of all Liens, charges and claims (including infringement claims with respect to patents, trademarks, service marks, copyrights and the like) except as permitted by Section 11.2.

  • Ownership of Equipment Any equipment purchased by or furnished to the Grantee by the State under this grant agreement is provided on a loan basis only and remains the property of the State.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Ownership of Properties Except as set forth on Schedule 2, on the date of this Agreement, the Borrower and its Subsidiaries will have good title, free of all Liens other than those permitted by Section 6.15, to all of the Property and assets reflected in the Borrower's most recent consolidated financial statements provided to the Agent as owned by the Borrower and its Subsidiaries.

  • Ownership of Assets The Company and its subsidiaries have good and marketable title to all property (whether real or personal) described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus as being owned by them, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus. The property held under lease by the Company and its subsidiaries is held by them under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of the Company or its subsidiaries.

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