Other Material Agreements definition
Other Material Agreements has the meaning set forth in Section 2.26.
Other Material Agreements is defined in Section 7.2.2.
Other Material Agreements means the following agreements to which Vendor is a party or by which the Assets are bound as of the Execution Date and for which Purchaser shall be bound following Closing by virtue of its ownership of the Acquired Interest and which relate exclusively or primarily to the Assets:
(i) an agreement that can reasonably be expected create a payment(s) obligation by (including capital expenditures), or revenues to (including with fair market value of any property), Vendor in excess of $250,000 during the current or any subsequent calendar year or $500,000 in the aggregate over the term of the agreement, excluding any agreements that are terminable on 30 days’ notice or less without penalty;
(ii) agreements for the use of wellbores;
(iii) agreements for the operation of any ▇▇▇▇▇ or Tangibles by a Third Party (excluding operating agreements, construction and/or ownership agreements and other joint operating agreements with working interest partners);
(iv) any agreement to sell, lease, exchange, transfer, or other disposition of all or any material portion of the Assets (other than with respect to production of Petroleum Substances in the ordinary course) from and after the Effective Time, but excluding rights of reassignment upon intent to abandon or release a Well or a Lease;
(v) any agreement that obligates Vendor to drill any ▇▇▇▇▇ or conduct other material development operations, including any offset ▇▇▇▇▇ with respect to the Assets, or obligations to pay compensatory royalties resulting from any offset drilling obligations (other than provisions requiring optional drilling as a condition of maintaining or earning all or a portion of a Lease);
(vi) an agreement between or among Vendor, on the one hand, and any Affiliate of Vendor, on the other hand, that will be binding upon the Acquired Interest or Purchaser after Closing;
(vii) any agreement that contains: (A) covenants restricting the ability to compete in any lines of business in any geographic area or with any Person; (B) any agreement which grants any Person any rights of exclusivity; (C) any agreement which provides a Person with “most favoured nation” or similar pricing rights; (D) any agreement which provides for areas of mutual interests or areas of exclusion; or (E) any agreement which grants any rights of first refusal, option right or pre-emptive rights or similar rights;
(viii) any agreement that provides for payments or obligations to be incurred upon the consummation of the Transaction;
(ix)...
Examples of Other Material Agreements in a sentence
Schedule K sets forth a true and correct list of all Other Material Agreements.
All Other Material Agreements are in full force and effect and no event has occurred, which after notice or lapse of time or both, would constitute a default under any Other Material Agreement by Vendor, or to Vendor’s knowledge, a material default under any Other Material Agreement by any other party thereto.