Legacy Seller definition
Legacy Seller is defined in the introductory paragraph hereof. “Lien” means any lien, mortgage, pledge, charge, collateral assignment or security interest of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing. “Material Adverse Effect” means any event, change or circumstance that has a material adverse effect on (a) the ownership, operation, or financial condition of the Company Group or the Assets, taken as a whole, as currently operated as of the Execution Date or (b) the performance of Sellers’ or the Company’s obligations and covenants hereunder that are to be performed at Closing; provided, however, that “Material Adverse Effect” shall not include a material adverse effect resulting from (i) general changes in Hydrocarbon or other commodity prices; (ii) changes in condition or developments generally applicable to the oil and gas industry in the United States or any areas where the Assets are located; (iii) economic, financial, credit, or political conditions and general changes in markets; (iv) Casualty Losses or acts of God, including naturally occurring events, hurricanes, tornados, meteorological events, and storms; (v) orders, acts, or failures to act of Governmental Authorities; (vi) civil unrest or similar disorder, terrorist acts, or any outbreak of hostilities or war; (vii) epidemics, pandemics (including COVID-19) or other similar health emergencies; (viii) any reclassification or recalculation of reserves in the ordinary course of business; (ix) changes in Laws or the Accounting Principles after the Execution Date; (x) effects or changes that are cured or no longer exist by the earlier of the Closing and the termination of this Agreement pursuant to Article 12, including matters to the extent a downward adjustment to the Unadjusted Purchase Price is provided for in this Agreement; (xi) any effect resulting from any action taken by Purchaser or any Affiliate of Purchaser, other than those expressly permitted in accordance with the terms of this Agreement; (xii) action taken by or on behalf of any Seller or any Affiliate of any Seller with Purchaser’s written consent or that are otherwise permitted or prescribed hereunder; (xiii) natural declines in well performance; or (xiv) entering into this
Examples of Legacy Seller in a sentence
Such financial statements fairly present the financial condition and the results of operations, changes in owners’ equity and cash flows of such Legacy Seller as at the respective dates of and for the periods referred to in such financial statements, all in accordance with IFRS.