Permian Assets definition
Examples of Permian Assets in a sentence
The Plains Parties and their respective representatives shall be given a reasonable opportunity to review and comment, in advance, on any marketing documents and other materials that are to be presented or discussed prior to or during any meetings conducted in connection with the Debt Financing that relate to the Plains Parties or the Plains Permian Assets.
The Parties have agreed to (a) the fair market value of the Company for U.S. federal income Tax purposes and (b) the allocation of the fair market value among the Oryx Permian Assets and the Plains Permian Assets in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder, in each case as set forth on Exhibit K.
PMLP, PPLP, Oryx and the Company acknowledge and agree that the Mergers shall be treated for U.S. federal income tax purposes as (a) a contribution by Oryx of the Oryx Permian Assets to the Company and (b) a contribution by PAA of all of the Plains Permian Assets, in each case, in exchange for equity interests in the Company in a transaction consistent with the requirements of Section 721(a) of the Code in accordance with Revenue Ruling 99-5, Situation 2, 1999-1 C.B. 434.
There are no eminent domain or other similar Proceedings pending or, to the Knowledge of the Plains Parents, threatened in writing by any Governmental Body, affecting a material portion of any real property included in the Plains Permian Assets.
The Parties shall work together in good faith with Rattler OMOG LLC to effectuate amendments to the Limited Liability Company Agreement of OMOG JV LLC (the “OMOG LLCA”) and related agreements that minimize and reduce the scope of the obligations and restrictions set forth in Article III of the OMOG LLCA with respect to the Plains Permian Assets and expansions thereof to the greatest extent reasonably acceptable to Rattler OMOG LLC.
If the Gulfport Contribution is made but the IPO does not close for any reason, the Permian Assets shall be returned to Contributor and Contributor shall return the Closing Consideration and this Agreement shall be null and void.
The Parties shall work together to prepare a mutually agreeable schedule of the Permian Assets as soon as practicable after the Effective Date.
Except for the limited warranty expressed in the preceding sentence(s) of this Section 3.4, no warranty or representation, express, implied, statutory, or otherwise, with respect to Contributor’s title to any of the Permian Assets is provided in this Agreement or shall be contained in the instruments of conveyance and assignment to be delivered by Contributor to Diamondback on the Closing Date pursuant to Section 5.3(a).
There are no eminent domain or other similar Proceedings pending or, to the Knowledge of Oryx, threatened in writing by any Governmental Body, affecting a material portion of any real property included in the Oryx Permian Assets.
As of the Signing Date, the Plains Parents have (and the Plains Permian Assets include) all material Permits that, to the Knowledge of the Plains Parents, are necessary for the conduct of the Plains Permian Business, other than those Permits for which the failure to possess would not reasonably be expected to have a Plains Material Adverse Effect.