BP Acquisition definition
Examples of BP Acquisition in a sentence
Buyer assumes, shall pay and shall timely perform and discharge all of Seller’s duties and obligations to the extent allocable to the Acquired Properties (including any and all contractual duties and obligations arising therefrom) relating to the period on and after the Closing Date (but this assumption shall not require Buyer to pay more with respect to the BP Acquisition Agreement than is set out in Article 2.2).
To the extent not previously delivered on the Effective Date, the Collateral Agent shall have received customary intellectual property lien searches requested by it relating to the trademarks acquired in connection with the BP Acquisition.
BP Acquisition has such Knowledge, sophistication and experience in financial, tax and business matters in general, and investments in securities in particular, that it is capable of evaluating the merits and risks of this investment in the Interests, and BP Acquisition has made such investigations in connection herewith as it deemed necessary or desirable so as to make an informed investment decision without relying upon the Company for legal or tax advice related to this investment.
The Administrative Agent shall have satisfactory title opinions or other title evidence, in form and substance reasonably acceptable to the Administrative Agent, evidencing the title to the Oil and Gas Properties acquired pursuant to the BP Acquisition and that are to be considered in determining the Borrowing Base.
In the event that an Indemnified Party shall later collect any such amounts recovered under insurance policies with respect to any Claim for which it has previously received payments under this Article VII from BP Acquisition, such Indemnified Party shall promptly repay to BP Acquisition such amount recovered.
BP Acquisition also acknowledges and agrees that neither the SEC nor any securities commission or other Governmental Authority has (a) approved the transfer of the Interests or passed upon or endorsed the merits of the transfer of the Interests, this Agreement or the Transactions; or (b) confirmed the accuracy of, determined the adequacy of, or reviewed this Agreement.
The execution and delivery of this Agreement by BP Acquisition and the performance by BP Acquisition of its obligations hereunder and the consummation of the Transactions have been duly authorized by its Managers and all other necessary company action on the part of BP Acquisition and no other company proceedings on the part of BP Acquisition are necessary to authorize this Agreement and the Transactions.
The Borrower will, and will cause each Restricted Subsidiary to, use the proceeds of the Loans (a) to finance the BP Acquisition, (b) for general corporate purposes, including, without limitation, for working capital, to repay certain Indebtedness, capital expenditures, Permitted Acquisition Indebtedness, other investments and dividends and other distributions permitted hereunder and to pay fees and expenses incurred in connection with this Agreement.
BP Acquisition is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with full power and authority to own and operate its businesses as presently conducted, except where the failure to be or have any of the foregoing would not have a Material Adverse Effect.
Each of the Members of BP Acquisition is an "accredited investor" within the meaning of Rule 501 promulgated under the Securities Act.