FINANCIAL INTERESTS OF OFFICERS AND DIRECTORS IN PARTNERSHIPS Sample Clauses

FINANCIAL INTERESTS OF OFFICERS AND DIRECTORS IN PARTNERSHIPS. The officers and directors of Pioneer USA and Pioneer have no financial or equity interests in the partnerships described in this document. See "Ownership of Partnership Interests" on page 44. Scotx X. Xxxxxxxxx, Xxairman of the Board, President and Chief Executive Officer of Pioneer and President of Pioneer USA, and Mark X. Xxxxxxx, Xxecutive Vice President, General Counsel and Secretary of each of Pioneer and Pioneer USA, own partnership interests in some of the 13 privately-held employee partnerships that Pioneer is offering to acquire at the same time it acquires the partnerships described in this document. INDIVIDUAL PARTNERSHIP'S PERSPECTIVE NOT CONSIDERED IN MERGERS Pioneer USA serves as the managing or sole general partner for all of the partnerships and did not view the mergers solely from the perspective of a single partnership. Each partnership is governed by its own partnership agreement, the terms of which may or may not be similar to the terms of the partnership agreements of the other partnerships. Consequently, in determining the terms and conditions of the mergers, Pioneer USA may have advocated positions which would be in the best interest of one of the partnerships at the expense of another. If each of the partnerships had separate general partners, these general partners would have had totally independent perspectives, not affected by a consideration of the interests of any of the other partnerships, which may have led them to advocate positions during the structuring of the mergers different than those taken by Pioneer USA. THE PARTNERSHIPS PAY OPERATOR FEES TO PIONEER USA Pioneer USA operates most of the partnerships' wellx. Xxch partnership has entered into one or more standard industry operating agreements with Pioneer USA. Those operating agreements establish the base fee paid by the partnership to Pioneer USA for its lease operating services. That base fee increases annually based on a rate established by the Counsel of Petroleum Accountants Society, or COPAX, xxr the oil and gas industry. OWNERSHIP OF PARTNERSHIP INTERESTS Pioneer does not directly own any partnership interests in the partnerships. Pioneer beneficially owns all of Pioneer USA's partnership interests in the partnerships. Table 6 of Appendix A to this document contains the voting percentage as of August 1, 1999, of the outstanding partnership interests for each partnership that are beneficially owned by Pioneer USA as a limited partner. As of August 1, 1999, no per...
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Related to FINANCIAL INTERESTS OF OFFICERS AND DIRECTORS IN PARTNERSHIPS

  • Interests of Officers and Directors Except AS DISCLOSED HEREIN, None of the officers or directors of Buyer has any interest in any property, real or personal, tangible or intangible, including intellectual property, used in or developed by the business of Buyer, or in any supplier, distributor or customer of Buyer, or any other relationship, contract, agreement, arrangement or understanding with Buyer, except for the normal ownership interests of a shareholder and employee rights.

  • Duties of Officers and Directors Except as otherwise specifically provided in this Agreement, the duties and obligations owed to the Company and to the Board of Directors by the Officers of the Company and by members of the Board of Directors of the Company shall be the same as the respective duties and obligations owed to a corporation organized under the Delaware General Corporation Law by its officers and directors, respectively.

  • Resignations of Officers and Directors The Sellers shall have delivered to Purchaser the resignations of all current officers and directors of the Company, effective as of the Closing Date.

  • Statements of Officers of the Company as to Default The Company will deliver to the Purchase Contract Agent, within 120 days after the end of each fiscal year of the Company (which as of the date hereof is December 31) ending after the date hereof, an Officers' Certificate (one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company), stating whether or not to the knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions hereof, and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

  • Subsidiaries and Partnerships Borrower has no subsidiaries and is not a party to any partnership agreement or joint venture agreement.

  • Resignation of Officers and Directors The Company shall use all reasonable efforts to obtain and deliver to Parent prior to the Closing the resignation of each officer and director of the Company.

  • Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability No recourse under or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Security or any coupons appertaining thereto, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer, director or employee, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the coupons appertaining thereto by the holders thereof and as part of the consideration for the issue of the Securities and the coupons appertaining thereto.

  • Officers and Directors of Surviving Corporation The officers and directors of Merger Sub shall be the officers and directors of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or director or until their respective successors are duly elected and qualified, as the case may be.

  • Officers and Directors No person is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of the 1940 Act and the Rules and Regulations and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules and regulations of the Commission promulgated under the Advisers Act (the “Advisers Act Rules and Regulations”). Except as disclosed in the Registration Statement, each preliminary prospectus and the Prospectus (or any amendment or supplement to any of them), no trustee of the Fund is (A) an “interested person” (as defined in the 0000 Xxx) of the Fund or (B) an “affiliated person” (as defined in the 0000 Xxx) of any Underwriter.

  • Incorporators, Stockholders, Officers and Directors of Issuer Exempt from Individual Liability No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer or director, as such, of the Issuer or of any successor, either directly or through the Issuer or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the Coupons appertaining thereto by the Holders thereof and as part of the consideration for the issue of the Securities and the Coupons appertaining thereto.

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