UP Offshore definition
Examples of UP Offshore in a sentence
UP Offshore is to pay following expenses: electricity, natural gas, tap water, etc.
Except as disclosed on Schedule 2.15, UP Offshore does not have any agreement, arrangement or understanding with any of its Affiliates, the cancellation or termination of which would have a Material Adverse Effect on UP Offshore.
The Put Option shall be exercised by the Buyer's delivery to Seller of a written notice no later September 23, 2006 of the Buyer's intent to cause Seller (or its designee) to purchase all, but not less than all, of the LAIF UP Offshore Shares (the "Put Option Notice").
Seller has the full right, power and authority to enter into this Agreement and to transfer, convey and sell to Buyer at the Closing the LAIF UP Offshore Shares.
Seller has no Knowledge of any claim and has not received any notice of any claim, and no proceeding has been instituted raising any claim against UP Offshore or any of its properties now or formerly owned, leased or operated by it or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.
UP Offshore has the power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact.
In reliance on the investment representations contained in Sections 3.7 and 3.8, the offer, issuance, sale and delivery of the UP Offshore Shares, as provided in this Agreement, are exempt from the registration requirements of the Securities Act and all applicable state securities laws, and are otherwise in compliance with such laws.
Schedule 2.8(a) sets forth a brief description of all of the assets of UP Offshore having a value in excess of Ten Thousand Dollars ($10,000).
UP Offshore is not under any obligation to register, under the Securities Act, any of its presently outstanding securities or any securities which may hereafter be issued.
Schedule 2.8(b) sets forth a description of all leasehold interests in real property held by UP Offshore.