Joint Operating Agreements. Borrower shall not, and shall not permit any of its Subsidiaries to, amend, restate, supplement or otherwise modify, any joint operating agreement covering any of the Oil and Gas Properties of Borrower or any of its Subsidiaries in a manner materially adverse to Borrower or such Subsidiary without the prior written consent of Administrative Agent.
Joint Operating Agreements. Upon the issue of an Exploration License in respect of which Avenue or its Nominated Affiliate has notified its wish to acquire a Participating Interest pursuant to clause 4.3(c), Avenue or (as the case may be) the Nominated Affiliate and the other Participants shall enter into a Joint Operating Agreement relating to their respective interests therein, such agreement shall be based upon the agreed form Operating Agreement attached hereto as Schedule B, specific to the Exploration Licenses in each prosect.
Joint Operating Agreements. Unlike the absolute financial and structural control affiliations previously described where a centralized authority has power over participating hospitals’ boards of directors and assets, regional hospital systems are now affiliating through a joint operating agreement that may be implemented through a partnership or through a non-profit corporation. The hallmark of the joint operating agreement type of affiliation is that participating hospitals retain their separate identities, boards of directors, and a certain amount of autonomy even though considerable management and financial authority is shifted to the governing body of the JOA. For example, authority to make moral or ethical decisions based on religious principles is usually retained by the hospitals. Powers ceded to the governing body of the joint operating agreement and powers reserved by the hospitals may be spelled out in a variety of documents, including a joint operating agreement, a partnership agreement, articles of incorporation, bylaws, a code of regulations, or management contracts. Because a joint operating agreement affiliation is not a true merger, it has come to be called a "virtual merger." Virtual mergers are intended to unify operations to achieve cost efficiencies necessary to compete successfully in a managed care environment by eliminat ing duplications, consolidating managerial decisions, and offering third-party payers unified access to cost effective services.
Joint Operating Agreements. The Borrower is the operator with respect to all of the Subject Interests pursuant to the Cxxxxx Joint Operating Agreement. Cxxxxx Operating has entered into the Operating Services Contract with the Borrower with respect to the administration of all of the Subject Interests.
Joint Operating Agreements. No joint operating agreement affecting the Seller’s interest in the Properties contains material non-standard terms or provisions or imposes material restrictions on the operation or development of the Properties such that the Properties could not be operated or developed under such agreement as currently written in accordance with the general custom and practice in the same general geographical location as the Properties. PURCHASE AND SALE AGREEMENT -35-
Joint Operating Agreements. Quanterra Partnership has not entered into any joint operating agreement regarding any of the leases or xxxxx affected by this Agreement that contains terms or conditions which impose duties or obligations on Quanterra Partnership beyond those customarily contained or created by joint operating agreements executed in the ordinary course of conducting an oil and gas business.
Joint Operating Agreements. 4. Drilling Contracts; and
Joint Operating Agreements. A Practical Guide (Globe Law Business, London 2010) 252, Xxxxx Xxxxxx, ´Joint Operating Agreements` in Xxxx Xxxxxxxx, Xxxx Xxxxxx (eds), Oil and Gas Law: Current Practice and Emerging Trends (DUP, Dundee 2007) 273-277, Xxxxxxx X. X. Xxxxxx, Xxxxx X. Tyne, Xxxxxx and Xxxxxx on Joint Operating Agreements (2ndedn Longman, London 1992) 27. on an unincorporated joint venture.81 The incorporated entity is taxed on its profits because it is considered a person. The second round of taxation comes when each shareholder or member receives income in the form of a distribution from the incorporated entity.82 However, the use of a corporate form sometimes can have tax advantages in a merger and acquisition transaction. For example, if the target entity possesses relevant historical tax credits, then it could be beneficial for the new shareholder may be able to gain the benefit of such credits by merging with or acquiring the entity. If a corporate form had not been used, a person acquiring the assets used in a particular venture might be unable to acquire the advanTages of the tax credit. However, if the corporate form is used and the target entity possesses tax liabilities to be paid then those liablities will not discourage an acquisition unless the tax liabilities would be absorbed by the party wishing to sell their shares in the target entity. Xxxxx Xxxxxxxxx describes the ‘real’ impact that tax applications can exercise on certain oil and gas operations in the following terms: In 1981 the oil and gas industry paid in excess of $ 17 billion in federal income taxes and an additional $8 billion in windfall profits taxes. Obviously any energy company’s great concern is the specific tax treatment accorded its exploration and development arrangements.83 In short, the tax regime in a given jurisdiction can create more or less advantages to develop your upstream business through an unincorporated or incorporated joint venture. 81 Xxxx, supra n. 39§ 76 at p. 134. 82 Xxxx, supra n. 39 § 17 at p. 54. In the United States, limited liability companies typically are treated as pass-through entities for purposes of federal income taxes. 26 C.F.R. § 301.7701–3(b)(1). That is, the limited liability company’s profits are not taxed. Thus, there is only one round of taxation, which occurs when the limited liability company distributes profits to its members. 83Anita Gefreh Xxxxxxxxx, ‘An Overview of Oil and Gas Contracts in the Williston Basin’ (1983) 59 North Dakota Law Review 49. B...
Joint Operating Agreements. Those certain Joint Operating Agreements by and between Brigham Oil & Gas, L.P. and US Energy Corp covering the Assets below:
Joint Operating Agreements. 1 Sunoco.............................7 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT ("Agreement") is entered into by and between VE Corporation, doing business as Vanguard Energy Corporation ("Seller") and Vast Exploration, LLC ("Purchaser"). In consideration of the premises, covenants and agreements herein contained and the actions herein recited to be performed, Seller and Purchaser agree as follows:
