Royal Entities definition
Examples of Royal Entities in a sentence
To Royal’s Knowledge, there are no material errors in the assumptions and estimates provided by the Royal Entities in connection with the preparation of the Reserve Report.
The Royal Entities and each Contributor shall, and the Contributors shall cause the Royal Entities, any of their respective Affiliates and any of their and their Affiliates’ Representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Person (other than Buyer and its Affiliates) with respect to any of the foregoing.
Other than fee mineral interests and Royalties, the Royal Entities do not own any other type of Oil and Gas Property.
Without limiting the generality of the foregoing, Royal, the Contributors and the Royal Entities shall use their respective commercially reasonable efforts to cooperate with Buyer in connection with the preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC.
Each of the Royal Entities is a limited partnership or limited liability company, as the case may be, duly formed, validly existing and in good standing under the Laws of the State of Texas or Delaware, as applicable, and has all requisite limited partner power and authority to conduct its business as it is now being conducted.
Notwithstanding anything in this Agreement to the contrary, the Contributors shall have the right to cause the Royal Entities to pay cash dividends, and/or make cash distributions to the Contributors or its Affiliates at any time prior to Closing.
The Adjusted Financial Statements will (i) be prepared in accordance with GAAP and (ii) fairly and accurately present, in all material respects, the financial condition and results of operations of the Royal Entities as of the respective dates and for the periods covered thereby, except for the absence of footnotes.
Except for the Class B limited partnership interests of Marcellus held by such Persons as set forth on Schedule 4.5(a) outstanding as of the date of the Agreement (and excluding, for the avoidance of doubt, any Interests in a Royal Entity directly held by another Royal Entity as set forth on Schedule 4.5(a)), the Contributed Interests constitute all of the issued and outstanding Interests in the Royal Entities.
Each of the Easements is in full force and effect in all material respects, and is the legal, valid and binding obligation of the Royal Entities and, to Royal’s Knowledge, is the legal, valid and binding obligation of each of the counterparties thereto subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium and other similar Laws relating to or affecting the rights of creditors generally, and general equitable principles.
The Royal Entities have no Subsidiaries, own no Interests in any Person and have no direct or indirect equity interests, participation or voting right or other investment (whether debt, equity or otherwise) in any Person (including any Contract in the nature of a voting trust or similar agreement or understanding) or any other equity equivalents in or issued by any other Person.