Specified Matters Clause Samples

Specified Matters. The Specified Matters referred to in Section 1 are as follows: (a) Each REIT is a limited liability company duly organized, validly existing and in good standing under the Delaware Limited Liability Company Act, as amended. Indemnitor has all necessary limited partnership power and authority to enter into this Indemnity Agreement and to carry out its obligations hereunder. Indemnitor is a limited partnership duly organized, validly existing and in good standing under the Delaware Revised Uniform Limited Partnership Act, as amended. Indemnitor has all necessary right, power and authority to enter into this Indemnity Agreement, and to carry out its obligations hereunder. Each Seller has all necessary right, power and authority to effectuate the sale of its interest in the REIT Interests to Purchaser. The execution and delivery by Indemnitor of this Indemnity Agreement, the performance by Indemnitor of its obligations hereunder and the consummation by each Seller of the sale of its interest in the REIT Interests contemplated hereby have been duly authorized by all requisite actions on the part of Indemnitor and Seller, as applicable. This Indemnity Agreement has been duly executed and delivered by the Indemnitor and constitutes a legal, valid and binding obligation thereof, enforceable against Indemnitor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Each person signing this Indemnity Agreement on behalf of Indemnitor is authorized to do so. (b) The execution, delivery and performance by Indemnitor of this Indemnity Agreement, and the consummation of the transactions contemplated hereby, does not and will not: (1) result in a violation or breach of any provision of the limited partnership agreement, certificate of incorporation, bylaws, certificate of formation, operating agreement, and/or any other formation, organizational or governing document, as applicable, of Indemnitor, any Seller, or either REIT; (2) result in a violation or breach of any provision of any law or governmental order applicable to Indemnitor, any Seller, or either REIT; or (3) require the consent, notice or other action by any person under, conflict with, result in a violation or breach of, constitute a default under or result in the acc...

Specified Matters. Notwithstanding anything to the contrary in this Article II, the matters specified in Schedule A shall in addition be subject to the provisions of Schedule A, which shall govern in the event of any conflict between the provisions of Schedule A and this Article II.

Specified Matters. As of the Closing, except as set forth on Schedule 3.33, there are no Damages incurred by, suffered by or owing by the Companies as of the Closing caused by, arising out of, or resulting from the following matters, to the extent attributable to the ownership, use or operation of any of the Company Assets: (a) any third party injury or death, or damage of third party properties (excluding any such property damage that is related to or caused by any Environmental Defect or properly charged or chargeable to the joint account by the operator under the applicable operating or unit agreement) occurring on or with respect to the ownership or operation of any Company Assets prior to the Closing Date; (b) (i) those Proceedings relating to the Company Assets or any Company and for which Seller or any Company has been served prior to the Closing Date and (ii) BOEM or BSEE INCs and suspensions issued in writing prior to the Closing Date that have not been finally resolved; (c) any civil fines or penalties or criminal sanctions imposed on a Company, to the extent resulting from any pre-Closing violation of Law (including any Environmental Law); (d) any transportation or disposal of Hazardous Materials (other than Hydrocarbons) from any Company Asset to a site that is not a Company Asset prior to Closing that would be in violation of applicable Environmental Law or that would arise out of strict liability under applicable Environmental Law; (e) the failure to pay or the incorrect payment by Seller or any Company to any royalty owner, overriding royalty owner or working interest owner under any Company Asset, insofar as the same are attributable to periods, and Hydrocarbons produced and marketed, prior to the Closing (excluding payment obligations relating to the Suspended Funds held by Seller, its Affiliates or any Company as of the Closing Date); (f) any Retained Employee-Related Liabilities; and (g) the Excluded Assets (clauses (a) through (g), collectively, the “Specified Matters”).

Specified Matters. (i) Upon becoming aware of any development with respect to a Specified Matter, the Company, as Indemnified Party, shall promptly provide the Sellers with written notice of such development, describing in reasonable detail any updates or changes to the Company’s estimate of Losses for which indemnification is being sought (if ascertainable). The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. Upon request by an Indemnifying Party, the Company shall promptly provide copies to the Indemnifying Parties of all materials and documents sent or received by any of the Transferred Entities or Purchaser or their representatives to or from, and the Company shall promptly advise and inform the Indemnifying Parties of other communications to or from, any Governmental Entity concerning any Specified Matter. The Company shall, after reasonably consulting with the Indemnifying Party and considering the Indemnifying Party’s views in good faith, (A) retain control of the defense of any claim related to Specified Matters, including any commercially reasonable internal investigation, through counsel reasonably acceptable to the Sellers; provided that unless an actual conflict of interest arises, Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP and Ropes & ▇▇▇▇ LLP shall be deemed acceptable to the Sellers, (B) retain control of any remedial actions related to a Specified Matter contemplated by Item 4(b) of Section 8.2(a)(iv) of the Purchaser Disclosure Schedule, and (C) if required by a Governmental Entity, retain control of remedial actions related to a Specified Matter contemplated by Item 4(c) of Section 8.2(a)(iv) of the Purchaser Disclosure Schedule. With respect to clause (A) of the immediately preceding sentence, the Company shall allow, and shall cause the other Transferred Entities to allow, the Indemnifying Parties a reasonable opportunity to participate in such defense with their own counsel and at their own expense. (ii) The Company shall be authorized, after reasonably consulting with the Indemnifying Parties and considering the Indemnifying Parties’ views in good faith, to consent to any settlement of, or entry of any judgment arising from, any claim in respect of Specified Matter, in its reasonable discretion and without the consent of any Indemnifying Party; provided, that such settlement or judgment (A) involves only injunctive relief against...

Specified Matters. Seller shall be entitled to (i) continue discussions and negotiations of the matters set forth on Section 7.09(g) of the Seller Disclosure Schedule (the “Specified Matters”) and (ii) continue to conduct and control, through counsel of Seller’s choosing and at Seller’s sole cost and expense, the resolution of such matters and shall be permitted to engage in any administrative activities necessary to finalize the Specified Matters in accordance with the applicable parties’ settlement agreement; provided, however, any settlement or compromise of such Specified Matters that varies from the settlement agreements previously made available to Parent relating to such Specified Matters shall require Purchaser’s prior written consent (which consent shall not be unreasonably withheld or delayed except to the extent such settlement and/or compromise imposes monetary obligations on Purchaser, its Affiliates or the Company and/or involves injunctive or equitable relief applicable to Purchaser, its Affiliates or the Company, in which case such consent may be withheld or granted in Purchaser’s sole discretion). Purchaser shall have the right to participate in the conduct of the settlement or compromise of the Specified Matters at its own cost and expense in such matters. Seller shall, in connection with the Specified Matters, use its reasonable best efforts to (i) keep Purchaser reasonably informed with respect to the status thereof, including, by promptly providing Purchaser copies of all substantive written correspondence relating to any Specified Matter and (ii) promptly notify Purchaser of any substantive communication received by the Company from a Governmental Entity with respect to any Specified Matter.

Specified Matters. The following matters are designed to protect the Common Members and Profits Members from a substantial change in operations that would be viewed as outside the ordinary course of operating business. Notwithstanding anything to the contrary in this Agreement, but subject to Section 11.04(e), any of the following actions, whether undertaken by the Company or any of its Subsidiaries, in any single transaction or series of related transactions (collectively, the “Specified Matters”), in each case following the Restatement Date, shall require the prior unanimous approval (and the Company and its Subsidiaries shall not take any such action without having obtained such unanimous approval) of the Board by vote or written consent in accordance with Section 9.04(a) and, solely if applicable, any Transferee who is the recipient of any applicable transferred consent rights pursuant to Section 11.04(e) (in writing): (i) any incurrence, assumption or guarantee by the Company or its Subsidiaries of indebtedness for borrowed money that (in each case, other than any such indebtedness described under clauses (1) and (2) below), is (x) in excess of Fifty Million Dollars ($50,000,000) with respect to any individual transaction or (y) when taken together with all other indebtedness for borrowed money incurred after the Restatement Date over any three year period and outstanding as of the time of such incurrence, assumption or guarantee is in excess of One Hundred Fifty Million Dollars ($150,000,000) in the aggregate, other than (1) drawdowns or paydowns under the Revolving Credit Facility, or (2) the refinancing or replacement of the Revolving Credit Facility, provided that the revolving total commitment under such refinanced or replacement credit facility does not exceed the Revolving Commitment (as defined in the Revolving Credit Facility) as of the date hereof in which case the amount of such excess shall be taken into account in determining whether the Fifty Million Dollars ($50,000,000) and One Hundred Fifty Million Dollar ($150,000,000) thresholds set forth herein has been exceeded; (ii) the creation, sale or issuance of any Equity Securities, including the reclassification of other securities into Equity Securities, other than (A) in connection with an IPO Demand Right or IPO approved by the Board in accordance with this Agreement, or otherwise pursuant to an IPO Demand Exercise (B) Earn-Out Funding Units issued to the WME Member in accordance with the terms hereof, (C...

Specified Matters. 1. Appeal by Manchester Securities Corporation of Confirmation Order entered October 28, 2009 in the U.S. District Court for the District of Delaware (1:09-cv-00935-JJF) and subsequent appeal to the U.S. Third Circuit. 2. Appeal by Luke Oil Company, C&S Oil/Cross Properties, Inc., ▇▇▇▇▇ ▇▇▇▇▇▇ Oil and Gas and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Company of Confirmation Order entered October 28, 2009 in the U.S. District Court for the District of Delaware (1:09-cv-00994-JJF). 3. The settlement of claims against SemGroup identified in that certain bankruptcy court order, dated September 15, 2010, in amounts that in the aggregate exceed the amount of restricted cash set aside by SemGroup for the settlement of such claims. 4. Dispute(s) with Blueknight Energy Partners, L.P. (“Blueknight”) relating to or arising under the Shared Services Agreement, dated April 7, 2009, between Blueknight, certain affiliates of Blueknight, SemCrude, L.P. and SemManagement, L.L.C.

Specified Matters. Seller shall have performed the actions set forth on Section 12(b)(x)(A) of the Seller Disclosure Letter and the events set forth on Section 12(b)(x)(B) of the Seller Disclosure Letter shall not have occurred on or prior to the Closing Date. OpCo Purchaser may waive any of the conditions set forth in this Section 12(b) or elsewhere in this Agreement which are for the benefit of OpCo Purchaser.

Specified Matters. The Company shall complete after the Closing certain operational improvement steps in accordance with a plan to be furnished by the Investors and agreed by the Company.