VAALCO GABON S Sample Clauses

VAALCO GABON S. A., a company incorporated under the laws of Gabon with registered number RG/POG 2014 B 1487 and having its registered office at Zone Industrielle OPRAG-Nouveau Port, B.P. 1335 Port-Gentil, Gabon (“Vaalco Gabon”);
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VAALCO GABON S. A., a company incorporated under the laws of Gabon and having its registered office at Port-Gentil, Zone Industrielle OPRAG – Nouveau Port, Libreville/Gabon, B.P. 1335 (the “New Party”), each being referred to individually as a “Party” and collectively as the “Parties”.
VAALCO GABON S. A. (3) VAALCO ENERGY, INC.  interests in the – SALE AND PURCHASE AGREEMENTrelating to interests in the – Etame Marin Permit, offshore Gabon DE8 Permit, offshore Gabon   TABLE OF CONTENTS  1. DEFINITIONS AND INTERPRETATION 1 2. TRANSFER 8 3. CONDITIONS PRECEDENT 9 4. PAYMENT OF THE CONSIDERATION 13 5. PERIOD PRIOR TO COMPLETION 17 6. COMPLETION 18 7. INDEMNITY 20 8. WARRANTIES 22 9. ANNOUNCEMENTS AND CONFIDENTIALITY 27 10. TAX AND COST RECOVERY 28 11. LIMITATION OF LIABILITY 28 12. BUSINESS ETHICS 28 13. NOTICES 30 14. ASSIGNMENT 30 15. TERMINATION 31 16. APPLICABLE LAW AND ARBITRATION 32 17. MISCELLANEOUS 32 18. GUARANTOR 33  Schedules 42 SCHEDULE 1 PART A – FORM OF NOVATION OF ETAME JOA 37 PART B – FORM OF NOVATION OF DE8 JOA 42 SCHEDULE 2 PART A – CONTRACT INTERESTS 47 PART B - LIST OF TRANSFERRED INTERESTS DOCUMENTS 48 PART CDATA ROOM DOCUMENTS 63 SCHEDULE 3 INTERIM AND FINAL COMPLETION STATEMENT FORMATS SCHEDULE 4 WORKING CAPITAL 66   THIS AGREEMENT is made on the ______day of ______________ 2020 (the “Execution Date”)  BETWEEN: 
VAALCO GABON S. A., (company number 2014 B 1487), a company incorporated and existing under the laws of Gabon, with its registered office at Zone Industrielle OPRAG – Nouveau Port, X.X. 0000 Xxxx-Xxxxxx, Xxxxxxxx Xxxxxxxx (hereinafter referred to as the “Purchaser”), the Seller and the Purchaser being referred to jointly as the “Parties”, or individually as a “Party”.
VAALCO GABON S. A., a societe anonyme unipersonnelle with its registered office at Port-Gentil, Zone Industrielle OPRAG- Nouveau Port, Port-Gentil/Gabon, B.P. 1335, registered to the registre du commerce et du credit mobilier de Port-Gentil under the no. 2014 B 1487 ("Seller" or "VAALCO"); Buyer and Seller may also be referred to herein individually as a "Party" or collectively as the "Parties".
VAALCO GABON S. A., société anonyme with its registered office at Port-Gentil, Zone Industrielle OPRAG – Nouveau Port, Port-Gentil/Gabon, B.P. 1335, registered to the Registre du Commerce et du Crédit Mobilier de Port-Gentil under the number 2014 B 1487, represented by Xx. Xxxxxx Xxxxx, Managing Director, duly authorized for this purpose;  Addax Petroleum Oil & Gas Gabon, société anonyme registered to the Registre du Commerce et du Crédit Mobilier under the number 2003B442 with its registered office at Port-Gentil, BP 452, represented by Mr. / Xxx. Xx Xxxx, Managing Director, duly authorized for this purpose;  Sasol Gabon S.A., société anonyme with its registered office located in Libreville, at 000 Xxxxxxxxx xx Xxxx xx Xxx, Xxxxxxxx Xxxxx 6ème Etage, BP 2326 Libreville, in Gabon, registered to the Registre du Commerce et du Crédit Mobilier de Libreville under the number 2015 B 16969, represented by Xx. Xxxxxx Xxxxxx, Managing Director, duly authorized for this purpose;  PetroEnergy Resources Corporation, a corporation registered in the Republic of the Philippines, with address at 7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City, Metro Manila, Philippines, represented by Xxx. Xxxxxxxx X. Reyes, President, duly authorized for this purpose.  as the second party (collectively the “Contractor”)  The State of Gabon and the Contractor hereinafter shall be referred to individually as a "Party" and collectively as the "Parties",  

Related to VAALCO GABON S

  • Regulation S Regulation S promulgated under the Act or any successor provision thereto, in each case as the same may be amended from time to time; and all references to any rule, section or subsection of, or definition or term contained in, Regulation S means such rule, section, subsection, definition or term, as the case may be, or any successor thereto, in each case as the same may be amended from time to time.

  • o Check if Transfer is Pursuant to Regulation S (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

  • Check if Transfer is Pursuant to Regulation S (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

  • AIRBUS S A.S. By: /s/ Xxxxx Xxxxxx xx Xxxxxx By: /s/ Xxxxxxxxxx Xxxxxx Its: Secretary Its: Senior Vice President Contracts AVTA - A320 Family & A320 NEO Family PA A319 CFM 5B7 Letter Agreement N°8 LETTER AGREEMENT N°8 AVIANCATACA HOLDING, S.A. Xxxxx Xxxxxxxx de la Guardia Xx. 0, Xxxxxx xx Xxxxxx Xxxxxxxxx xx Xxxxxx Subject: [*] AVIANCATACA HOLDING, S.A. (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into a Purchase Agreement (the “Agreement”) dated as of even date herewith, which covers, among other things, the manufacture and the sale by the Seller and the purchase by the Buyer of the Aircraft, under the terms and conditions in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement N°8 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement shall have the meanings assigned thereto in the Agreement. Both parties agree that this Letter Agreement, upon execution hereof, shall constitute an integral, nonseverable part of said Agreement and shall be governed by all the provisions of the Agreement, as such provisions have been specifically amended pursuant to this Letter Agreement. If there is any inconsistency between the provisions of the Agreement and the provisions of this Letter Agreement then the provisions of this Letter Agreement will govern. AVTA - A320 Family & A320 NEO Family PA A319 IAE V2524-A5 Letter Agreement N°8 LETTER AGREEMENT N°8 * [Eight pages have been omitted in accordance with a request for confidential treatment.] AVTA - A320 Family & A320 NEO Family PA A319 IAE V2524-A5 Letter Agreement N°8 LETTER AGREEMENT N°8 If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller. Agreed and Accepted Agreed and Accepted For and on behalf of For and on behalf of

  • A G R E E M E N T S In consideration of the mutual promises, terms, covenants and conditions set forth herein and the performance of each, the parties hereto hereby agree as follows:

  • I T A L S A. The Borrower has requested that the Lenders provide certain loans to and extensions of credit on behalf of the Borrower.

  • R E E M E N T S In consideration of the mutual promises, terms, covenants and conditions set forth herein and the performance of each, the parties hereto hereby agree as follows:

  • Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

  • Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

  • C I T A L S A. Beneficiary has now or will soon hereafter acquire fee title to that certain project located at (the “Property”). The current Owner of the Property is (“Seller”).

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