Prior Agreements; Entire Agreement. This Agreement and the other Transaction Documents supersede all prior understandings, agreements, or representations by or among the Parties, written or oral with respect to the subject matter hereof and thereof. Without limiting the foregoing, the Parties formally acknowledge and agree that (i) each of the Transaction Documents were, at the time of execution, and continue to be, executed and delivered in connection with each of the other Transaction Documents and the transactions contemplated thereby, (ii) the performance of each of the Transaction Documents and expected benefits therefrom are a material inducement to the willingness of the Parties to enter into and perform the other Transaction Documents and the transactions described therein, (iii) the Parties would not have been willing to enter into any of the Transaction Documents in the absence of the entrance into, performance of and the economic interdependence of, the Transaction Documents, (iv) the execution and delivery of each of the Transaction Documents and the rights and obligations UNIT PURCHASE AGREEMENT 76 of the parties thereto are interrelated and part of an integrated transaction being effected pursuant to the terms of the Transaction Documents, (v) irrespective of the form such documents have taken, or otherwise, the transactions contemplated by the Transaction Documents are necessary elements of one and the same overall and integrated transaction, (vi) the transactions contemplated by the Transaction Documents are economically interdependent, (vii) it is the intent of the Parties that they have executed and delivered the Transaction Documents with the understanding that the Transaction Documents constitute one unseverable and single agreement and (viii) each Party will cause any of its successors or permitted assigns of any Transaction Document that constitutes an Affiliate of such Party or a transferee of all or substantially all of the gas exploration and production assets of Chesapeake Energy Corporation and all of the Chesapeake Entities (in any case, the “Gas Business”) whether by sale, transfer, merger, consolidation, operation of law, or otherwise (in any such case, the “Gas Business Transfer”), to expressly acknowledge and agree (mutatis mutandis with respect to such successor or permitted assign’s adherence to the obligations of the Party hereunder) to the matters referred to in this Section 9.8 prior to any assignment or transfer of any Transaction Document (or rights, duties, obligations or liabilities thereunder), by operation of law, or otherwise; provided, however, that notwithstanding anything to the contrary contained in this Section 9.8, (1) nothing in this Section 9.8 shall prohibit, restrict or otherwise limit any assignment of any Transaction Document (or rights, duties, obligations or liabilities thereunder) in accordance with its contractual terms or any Change of Control of a party thereto (to the extent permitted by such Transaction Document), (2) if a Transaction Document is wholly or partially assigned by a party thereto that is a Chesapeake Entity in accordance with its contractual terms and the assignee does not constitute a Chesapeake Entity, other than in connection with a Gas Business Transfer or a Change of Control of Chesapeake Energy Corporation (or its successors or assigns) or a Change of Control of one or more Chesapeake Entities which together own the Gas Business, then, from and after the effective date of such assignment, such Transaction Document (to the extent assigned) shall constitute an independent instrument that is unrelated to any other Transaction Document and such Transaction Document (to the extent assigned) and the transactions contemplated thereby shall no longer be, or be deemed to be, (x) interrelated with any other Transaction Document, (y) part of an integrated transaction effected pursuant to the terms of the Transaction Documents or (z) economically interdependent with respect to any other Transaction Documents or any transactions contemplated by any other Transaction Document, (3) if a party to a Transaction Document that is a Chesapeake Entity undergoes a Change of Control in accordance with the terms of such Transaction Document, other than in connection with a Gas Business Transfer or a Change of Control of Chesapeake Energy Corporation (or its successors or assigns) or a Change of Control of one or more Chesapeake Entities which together own the Gas Business, and, after giving effect to such Change of Control, such party is Governance Controlled by a Person other than a Chesapeake Entity, then, from and after the effective date of such Change of Control, such Transaction Document shall constitute an independent instrument that is unrelated to any other Transaction Document and such Transaction Document and the transactions contemplated thereby shall no longer be, or be deemed to be, (x) interrelated with any other Transaction Document, (y) part of an integrated transaction effected pursuant to the terms of the Transaction Documents or (z) economically interdependent with respect to any other Transaction Documents or any transactions contemplated by any other Transaction Document, and (4) if any Chesapeake Entity assigns to any Person that is not a Chesapeake Entity an interest in any oil and gas assets that are dedicated to any Transaction Document in accordance with the terms of such Transaction Document, other than in connection with a Gas Business Transfer or a Change of Control of Chesapeake Energy Corporation (or its successors or assigns) or a Change of Control of one or more Chesapeake Entities which together own the Gas Business, then, from and after the effective date of such assignment, such Transaction Document shall constitute an UNIT PURCHASE AGREEMENT 77 independent instrument that is unrelated to any other Transaction Document and such Transaction Document and the transactions contemplated thereby shall no longer be, or be deemed to be, (x) interrelated with any other Transaction Document, (y) part of an integrated transaction effected pursuant to the terms of the Transaction Documents or (z) economically interdependent with respect to any other Transaction Documents or any transactions contemplated by any other Transaction Document. For the avoidance of doubt, the parties acknowledge that nothing in this Section 9.8 will affect any provision in any Transaction Document with respect to assignment, change of control, transfer or similar events.
Appears in 2 contracts
Samples: Unit Purchase Agreement, Unit Purchase Agreement (Access Midstream Partners Lp)
Prior Agreements; Entire Agreement. This Agreement and the other Transaction Documents supersede all prior understandings, agreements, or representations by or among the Parties, written or oral with respect to the subject matter hereof and thereof. Without limiting the foregoing, the Parties formally acknowledge and agree that (i) each of the Transaction Documents were, at the time of execution, and continue to be, executed and delivered in connection with each of the other Transaction Documents and the transactions contemplated thereby, (ii) the performance of each of the Transaction Documents and expected benefits therefrom are a material inducement to the willingness of the Parties to enter into and perform the other Transaction Documents and the transactions described therein, (iii) the Parties would not have been willing to enter into any of the Transaction Documents in the absence of the entrance into, performance of and the economic interdependence of, the Transaction Documents, (iv) the execution and delivery of each of the Transaction Documents and the rights and obligations UNIT PURCHASE AGREEMENT 76 of the parties thereto are interrelated and part of an integrated transaction being effected pursuant to the terms of the Transaction Documents, (v) irrespective of the form such documents have taken, or otherwise, the transactions contemplated by the Transaction Documents are necessary elements of one and the same overall and integrated transaction, (vi) the transactions contemplated by the Transaction Documents are economically interdependent, (vii) it is the intent of the Parties that they have executed and delivered the Transaction Documents with the understanding that the Transaction Documents constitute one unseverable and single agreement and (viii) each Party will cause any of its successors or permitted assigns of any Transaction Document that constitutes an Affiliate of such Party or a transferee of all or substantially all of the gas exploration and production assets of Chesapeake Energy Corporation and all of the Chesapeake Entities (in any case, the “Gas Business”) whether by sale, transfer, merger, consolidation, operation of law, or otherwise (in any such case, the “Gas Business Transfer”), to expressly acknowledge and agree (mutatis mutandis with respect to such successor or permitted assign’s adherence to the obligations of the Party hereunder) to the matters referred to in this Section 9.8 prior to any assignment or transfer of any Transaction Document (or rights, duties, obligations or liabilities thereunder), by operation of law, or otherwise; provided, however, that notwithstanding anything to the contrary contained in this Section 9.8, (1) nothing in this Section 9.8 shall prohibit, restrict or otherwise limit any assignment of any Transaction Document (or rights, duties, obligations or liabilities thereunder) in accordance with its contractual terms or any Change of Control of a party thereto (to the extent permitted by such Transaction Document), (2) if a Transaction Document is wholly or partially assigned by a party thereto that is a Chesapeake Entity in accordance with its contractual terms and the assignee does not constitute a Chesapeake Entity, other than in connection with a Gas Business Transfer or a Change of Control of Chesapeake Energy Corporation (or its successors or assigns) or a Change of Control of one or more Chesapeake Entities which together own the Gas Business, then, from and after the effective date of such assignment, such Transaction Document (to the extent assigned) shall constitute an independent instrument that is unrelated to any other Transaction Document and such Transaction Document (to the extent assigned) and the transactions contemplated thereby shall no longer be, or be deemed to be, (x) interrelated with any other Transaction Document, (y) part of an integrated transaction effected pursuant to the terms of the Transaction Documents or (z) economically interdependent with respect to any other Transaction Documents or any transactions contemplated by any other Transaction Document, (3) if a party to a Transaction Document that is a Chesapeake Entity undergoes a Change of Control in accordance with the terms of such Transaction Document, other than in connection with a Gas Business Transfer or a Change of Control of Chesapeake Energy Corporation (or its successors or assigns) or a Change of Control of one or more Chesapeake Entities which together own the Gas Business, and, after giving effect to such Change of Control, such party is Governance Controlled by a Person other than a Chesapeake Entity, then, from and after the effective date of such Change of Control, such Transaction Document shall constitute an independent instrument that is unrelated to any other Transaction Document and such Transaction Document and the transactions contemplated thereby shall no longer be, or be deemed to be, (x) interrelated with any other Transaction Document, (y) part of an integrated transaction effected pursuant to the terms of the Transaction Documents or (z) economically interdependent with respect to any other Transaction Documents or any transactions contemplated by any other Transaction Document, and (4) if any Chesapeake Entity assigns to any Person that is not a Chesapeake Entity an interest in any oil and gas assets that are dedicated to any Transaction Document in accordance with the terms of such Transaction Document, other than in connection with a Gas Business Transfer or a Change of Control of Chesapeake Energy Corporation (or its successors or assigns) or a Change of Control of one or more Chesapeake Entities which together own the Gas Business, then, from and after the effective date of such assignment, such Transaction Document shall constitute an UNIT PURCHASE AGREEMENT 77 independent instrument that is unrelated to any other Transaction Document and such Transaction Document and the transactions contemplated thereby shall no longer be, or be deemed to be, (x) interrelated with any other Transaction Document, (y) part of an integrated transaction effected pursuant to the terms of the Transaction Documents or (z) economically interdependent with respect to any other Transaction Documents or any transactions contemplated by any other Transaction Document. For the avoidance of doubt, the parties acknowledge that nothing in this Section 9.8 will affect any provision in any Transaction Document with respect to assignment, change of control, transfer or similar events.,
Appears in 1 contract
Samples: Unit Purchase Agreement
Prior Agreements; Entire Agreement. This Agreement and the other Transaction Documents supersede all prior understandings, agreements, or representations by or among the Parties, written or oral with respect to the subject matter hereof and thereof. Without limiting the foregoing, the Parties formally acknowledge and agree that (i) each of the Transaction Documents were, at the time of execution, and continue to be, executed and delivered in connection with each of the other Transaction Documents and the transactions contemplated thereby, (ii) the performance of each of the Transaction Documents and expected benefits therefrom are a material inducement to the willingness of the Parties to enter into and perform the other Transaction Documents and the transactions described therein, (iii) the Parties would not have been willing to enter into any of the Transaction Documents in the absence of the entrance into, performance of and the economic interdependence of, the Transaction Documents, (iv) the execution and delivery of each of the Transaction Documents and the rights and obligations UNIT PURCHASE AGREEMENT 76 of the parties thereto are interrelated and part of an integrated transaction being effected pursuant to the terms of the Transaction Documents, (v) irrespective of the form such documents have taken, or otherwise, the transactions contemplated by the Transaction Documents are necessary elements of one and the same overall and integrated transaction, (vi) the transactions contemplated by the Transaction Unit Purchase Agreement 75 Documents are economically interdependent, (vii) it is the intent of the Parties that they have executed and delivered the Transaction Documents with the understanding that the Transaction Documents constitute one unseverable and single agreement and (viii) each Party will cause any of its successors or permitted assigns of any Transaction Document that constitutes an Affiliate of such Party or a transferee of all or substantially all of the gas exploration and production assets of Chesapeake Energy Corporation and all of the Chesapeake Entities (in any case, the “Gas Business”) whether by sale, transfer, merger, consolidation, operation of law, or otherwise (in any such case, the “Gas Business Transfer”), to expressly acknowledge and agree (mutatis mutandis with respect to such successor or permitted assign’s 's adherence to the obligations of the Party hereunder) to the matters referred to in this Section 9.8 prior to any assignment or transfer of any Transaction Document (or rights, duties, obligations or liabilities thereunder), by operation of law, or otherwise; provided, however, that notwithstanding anything to the contrary contained in this Section 9.8, (1) nothing in this Section 9.8 shall prohibit, restrict or otherwise limit any assignment of any Transaction Document (or rights, duties, obligations or liabilities thereunder) in accordance with its contractual terms or any Change of Control of a party thereto (to the extent permitted by such Transaction Document), (2) if a Transaction Document is wholly or partially assigned by a party thereto that is a Chesapeake Entity in accordance with its contractual terms and the assignee does not constitute a Chesapeake Entity, other than in connection with a Gas Business Transfer or a Change of Control of Chesapeake Energy Corporation (or its successors or assigns) or a Change of Control of one or more Chesapeake Entities which together own the Gas Business, then, from and after the effective date of such assignment, such Transaction Document (to the extent assigned) shall constitute an independent instrument that is unrelated to any other Transaction Document and such Transaction Document (to the extent assigned) and the transactions contemplated thereby shall no longer be, or be deemed to be, (x) interrelated with any other Transaction Document, (y) part of an integrated transaction effected pursuant to the terms of the Transaction Documents or (z) economically interdependent with respect to any other Transaction Documents or any transactions contemplated by any other Transaction Document, (3) if a party to a Transaction Document that is a Chesapeake Entity undergoes a Change of Control in accordance with the terms of such Transaction Document, other than in connection with a Gas Business Transfer or a Change of Control of Chesapeake Energy Corporation (or its successors or assigns) or a Change of Control of one or more Chesapeake Entities which together own the Gas Business, and, after giving effect to such Change of Control, such party is Governance Controlled by a Person other than a Chesapeake Entity, then, from and after the effective date of such Change of Control, such Transaction Document shall constitute an independent instrument that is unrelated to any other Transaction Document and such Transaction Document and the transactions contemplated thereby shall no longer be, or be deemed to be, (x) interrelated with any other Transaction Document, (y) part of an integrated transaction effected pursuant to the terms of the Transaction Documents or (z) economically interdependent with respect to Unit Purchase Agreement 76 any other Transaction Documents or any transactions contemplated by any other Transaction Document, and (4) if any Chesapeake Entity assigns to any Person that is not a Chesapeake Entity an interest in any oil and gas assets that are dedicated to any Transaction Document in accordance with the terms of such Transaction Document, other than in connection with a Gas Business Transfer or a Change of Control of Chesapeake Energy Corporation (or its successors or assigns) or a Change of Control of one or more Chesapeake Entities which together own the Gas Business, then, from and after the effective date of such assignment, such Transaction Document shall constitute an UNIT PURCHASE AGREEMENT 77 independent instrument that is unrelated to any other Transaction Document and such Transaction Document and the transactions contemplated thereby shall no longer be, or be deemed to be, (x) interrelated with any other Transaction Document, (y) part of an integrated transaction effected pursuant to the terms of the Transaction Documents or (z) economically interdependent with respect to any other Transaction Documents or any transactions contemplated by any other Transaction Document. For the avoidance of doubt, the parties acknowledge that nothing in this Section 9.8 will affect any provision in any Transaction Document with respect to assignment, change of control, transfer or similar events.
Appears in 1 contract
