Oil & Gas Assets definition
Examples of Oil & Gas Assets in a sentence
Seller shall use commercially reasonable efforts to obtain permission for Buyer to gain access to Oil & Gas Assets operated by Third Parties and the records and files of such Third Parties to inspect the condition of such properties, the Oil & Gas Assets, records and files.
No event has occurred which permits, or after the giving of notice or lapse of time or both would permit, and the execution and delivery of this Agreement or any Related Agreement and the consummation of the transactions contemplated hereby and thereby will not result in, the revocation or termination of any such Permit or the imposition of any restrictions of such a nature as may limit the operation or use of the Oil & Gas Assets as historically conducted.
Subject to the other provisions of this Article 4, Buyer shall have the right during the Examination Period to conduct, or cause its representatives to conduct, environmental due diligence on the Oil & Gas Assets on its own behalf and account (“Independent Environmental Review”).
The ownership, operation and use of the Oil & Gas Assets and the performance of the Material Contracts are and for the last three (3) years have been in material compliance with the terms of all Environmental Permits, and there is no Proceeding seeking the revocation, cancellation, suspension, modification or limitation of any Environmental Permits.
Except as set forth on Schedule 7.21, there are no outstanding authorities for expenditure which are binding on the Oil & Gas Assets and which Seller reasonably anticipates will individually require expenditures by the Company after the Closing Date in excess of five hundred thousand dollars ($500,000), net to the interest of the Company.
Without limiting the foregoing, Provider shall not be permitted to enter into any contract on behalf of Buyer or the Company or otherwise bind the Oil & Gas Assets without Buyer’s prior written consent, except in accordance with the terms hereof.
The Company is not a party, and none of the Oil & Gas Assets is subject to, any Material Contract other than those listed on Exhibit E to the Excellong Stock Purchase Agreement (the “Listed Contracts”).
The Company possesses all Permits (except Environmental Permits) required (a) to own and operate the Oil & Gas Assets and (b) to otherwise conduct the business of the Company, in each case, as currently conducted, except for such Permits the failure of which to possess has not been, and would not reasonably be expected to be, material to the Company, taken as a whole.
Except as set forth on Schedule 7.19 (and solely to the extent not operated by the Company or an Affiliate, to the Company’s Knowledge), from July 1, 2021 through the Execution Date, no operations are being conducted or have been conducted with respect to the Oil & Gas Assets as to which the Company has elected to be a non-consenting party under the terms of the applicable operating agreement and with respect to which the Company has not yet recovered its full participation.
To the Company’s Knowledge, all proceeds from the sale of Hydrocarbons produced from the Oil & Gas Assets are being received by the Company in a timely manner and are not being held in suspense.