Upstream Assets definition
Examples of Upstream Assets in a sentence
The operator of the affected Upstream Assets shall not have any obligation to purchase any Gas in order to overcome or mitigate the effects of an event of Upstream FM.
If, prior to Closing, any Upstream Assets or Midstream Assets are impacted by a Casualty Loss, Seller and Purchasers shall meet to attempt to agree on an adjustment to the Purchase Price reflecting the reduction in value of such assets because of such Casualty Loss.
The Company or the Subsidiaries, as applicable, own all legal and beneficial right, title and interest in and to the Upstream Assets, free and clear of any and all liens or encumbrances, other than Permitted Encumbrances.
There are no operations (including drilling operations) associated with the Upstream Assets with respect to which the Company or any of the Subsidiaries is a non-participating party, other than as set out in Schedule 4.24.
For the avoidance of doubt, but without prejudice to Section 6.2(b), in no event shall the entering into of an agreement or the consummation of any sale of any Upstream Assets, in and of itself, by Parent, Merger Sub Two, Merger Sub Three, the Company, New EP or Merger Sub One be a condition to any of Parent’s, Merger Sub Two’s or Merger Sub Three’s obligations under this Agreement.
The compensation provided in this Section 4(c)(i) is conditioned in all respects upon the closing of the Project Discovery Upstream Assets Transaction on or before December 31, 2016, or a Final Investment Decision being formally made with respect to the Project Discovery Downstream Assets Transaction on or before December 31, 2016, as the case may be.
Any requests by a Purchaser for access to the Upstream Assets or the Midstream Assets shall be made in accordance with the notice provisions of Section 13.2, and neither Purchaser nor any of their respective directors, officers, employees or agents shall make any requests for such access directly or indirectly to any director, officer, employee or agent of any Company Group Member except as provided therein.
The Company shall (and shall cause its Subsidiaries to) use reasonable efforts (including the assertion of any rights of Company or its Subsidiaries to information to which such person is entitled pursuant to an applicable joint operating agreement) to obtain permission for Parent and its representatives to gain access to Upstream Assets operated or held by third persons and the records and files of such third Persons.
Purchaser acknowledges and affirms that as of the date hereof, it has made all such independent investigation, verification, analysis and evaluation of the Upstream Assets, Midstream Assets, Company Group Members and Pipeline JV Companies as it deems necessary or appropriate to enter into this Agreement.
Neither Purchaser nor their respective representatives shall operate equipment or conduct any testing or sampling of materials on or with respect to the Upstream Assets or Midstream Assets prior to Closing.