Well Takeover by NPG Sample Clauses

Well Takeover by NPG. After NPG's receipt of Solaris's P&A Notice, NPG shall have the right to take over the Well by so notifying Solaris, within 24 hours for a drilling Well or within 5 business days for a completed Well, of NPG's receipt of the P&A Notice. During such 24 hours or 5 business days, Solaris shall provide to NPG with copies of the test data, electrical logs and other data and information not previously provided, and if it has not already happened, give NPG the opportunity to examine well cuttings and other physical aspects of the Well and Well site. If NPG elects to take over such drilling or completed Well, Solaris shall assign the Well and associated acreage covered by the applicable Lease (the spacing unit attributable to Well) to NPG on an Assignment, Xxxx of Sale and Conveyance ("Assignment") containing the following provisions: (i) Solaris shall warrant title to the Well and associated acreage from and against all persons claiming by, through and under Solaris, but not otherwise, (ii) all personal property shall be conveyed "as is where is," (iii) NPG agrees to be responsible for all costs and expenses attributable to the period of time after the assignment and Solaris agrees to be responsible for all costs and expenses attributable to the period of time before the assignment , and (iv) Solaris agrees to transfer operations on the Well to NPG. If NPG elects to takeover a Well, Solaris shall lose the right to receive an assignment of the applicable spacing unit under the terms of this Agreement. If NPG elects to take over the Well, consideration for the Assignment shall be the fair market value of all equipment and fixtures in the Well, less the estimated costs to plug and abandon the Well and restore the Well Site in accordance with all applicable Laws and the terms and condition of the applicable Leases. As substantiation for the cost of the Well's equipment and fixtures, Solaris agrees to furnish NPG with satisfactory proof of payment of all costs and expenses of such Well up until the time the same is taken over by NPG.
Sample 1
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Related to Well Takeover by NPG

  • Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

  • Anti-Takeover Provisions The Company is not party to a shareholder rights agreement, “poison pill” or similar agreement or plan. The Company Board has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price”, “control share” or other similar Laws enacted under any Laws applicable to the Company (each, a “Takeover Statute”) does not, and will not, apply to this Agreement or the Transactions other than the CICL.

  • Anti-Takeover Statutes If any “control share acquisition,” “fair price,” “moratorium,” or other anti-takeover Law becomes or is deemed to be applicable to Parent, the Merger Sub, the Company, the Merger, or any other transaction contemplated by this Agreement, then each of the Company and the Company Board on the one hand, and Parent and the Parent Board on the other hand, shall grant such approvals and take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render such anti-takeover Law inapplicable to the foregoing.

  • Anti-Takeover Laws In the event that any state anti-takeover or other similar Law is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement, the Company, Parent and Acquisition Sub shall use their respective reasonable best efforts to ensure that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreement and otherwise to minimize the effect of such Law on this Agreement and the transactions contemplated hereby.

  • Takeover Provisions No party shall take any action that would cause the transactions contemplated by this Agreement to be subject to requirements imposed by any Takeover Provision, and each party shall take all necessary steps within its control to exempt (or ensure the continued exemption of) those transactions from, or if necessary challenge the validity or applicability of, any applicable Takeover Provision, as now or hereafter in effect.

  • Takeover Statute If any Takeover Statute is or may become applicable to the Merger or the other transactions contemplated by this Agreement, each of Parent and the Company and its Board of Directors shall grant such approvals and take such actions as are necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or by the Merger and otherwise act to eliminate or minimize the effects of such statute or regulation on such transactions.

  • State Takeover Statutes The Board of Directors of the Company has approved the Merger and this Agreement, and such approval is sufficient to render inapplicable to the Merger, this Agreement and the transactions contemplated by this Agreement, the provisions of Section 203 of the DGCL. To the best of the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated by this Agreement.

  • Takeover Statutes If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

  • Antitakeover Provisions No “control share acquisition,” “business combination moratorium,” “fair price” or other form of antitakeover statute or regulation is applicable to this Agreement and the transactions contemplated hereby.

  • Anti-takeover Provisions and Rights Plan The Board of Directors of the Company (the “Board of Directors”) has taken all necessary action to ensure that the transactions contemplated by this Agreement and the consummation of the transactions contemplated hereby will be exempt from any anti-takeover or similar provisions of the Company’s Charter and bylaws, and any other provisions of any applicable “moratorium”, “control share”, “fair price”, “interested stockholder” or other anti-takeover laws and regulations of any jurisdiction.

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