Examples of RTP Assets in a sentence
Subject to the foregoing, to the Seller’s Knowledge, no material expenses (including bills for labor, materials and supplies used or furnished for use in connection with the RTP Assets, royalties, overriding royalties and other burdens on production and amounts payable to co-owners of the RTP Assets) are owed and delinquent in payment by any Seller that relate to the ownership or operation of the RTP Assets.
Buyer acknowledges that none of the bonds, letters of credit and guarantees, if any, posted by Seller or its Affiliates with Governmental Authorities and relating to the RTP Assets are transferable to Buyer.
Seller has good and marketable fee simple title to, or a valid leasehold or easement interest in the RTP Assets listed on Exhibit K, in each case free and clear of any liens, adverse claims and other matters affecting Seller’s title to, possession and use of such property, except for: (i) liens and Encumbrances set forth on Schedule 4.20 and (ii) Permitted Encumbrances.
Subject to the conditions stated in this Agreement, the sale by Seller and the purchase by Buyer of the RTP Assets pursuant to this Agreement (the “Closing”) shall occur on or before June 16, 2014, or such other date as Buyer and Seller may agree upon in writing.
RTP and Buyer shall then cooperate to prepare a final schedule of the Allocable RTP Amount among the RTP Assets, which shall also be materially consistent with the Allocated Values (as adjusted, the “RTP Allocation Schedule”).
Seller shall use reasonable efforts to obtain permission for Buyer to gain access to Third Party-operated RTP Assets to inspect the condition of same.
RTP and Range are not gas utilities subject to the jurisdiction of the Texas Railroad Commission and neither RTP nor Range acquired any of the RTP Assets through the use of eminent domain or condemnation.
Seller desires to sell and assign, and Buyer desires to purchase and pay for (a) the RTP Assets (as hereinafter defined) and (b) RONM Assets (as hereinafter defined).
Except for such items that are being held in suspense for which the Purchase Price is adjusted pursuant to Section 3.3(b)(vi) and except as set forth on Schedule 4.11, RTP has paid all royalties, overriding royalties and other burdens on production due by RTP with respect to the RTP Assets, or if not paid, is contesting such royalties and other burdens in good faith in the normal course of business.
If Seller does not cure such Title Defect before Closing to Buyer’s reasonable satisfaction, then the relevant Title Defect Property will be transferred with the other RTP Assets at Closing but the Cash Amount will be reduced by the Title Defect Amount associated therewith in Buyer’s Title Defect Notice.