Examples of SM Energy in a sentence
SM Energy shall, prior to Closing, pay to the State of Texas or the State of Oklahoma, as applicable, those suspended royalties that, as of the Execution Date, have escheated to the State of Texas or the State of Oklahoma, as applicable.
Subject to the conditions stated in this Agreement, the transfer by SM Energy and the acceptance by Buyer of the Assets (the “Closing”) shall occur on December 30, 2013 or, if all conditions to Closing in Article IX (other than those conditions that are only capable of being satisfied at the Closing) have not yet been satisfied or waived by that date, five (5) Business Days after such conditions have been satisfied or waived, or such other date as Buyer and SM Energy may agree upon in writing.
SM Energy shall transfer to Buyer via a downward adjustment to the Purchase Price only those monies held in suspense by SM Energy at Closing that relate to royalties as to which Buyer shall be responsible for distribution after Closing (which shall not include such escheated monies).
Each of SM Energy and Buyer shall bear one-half of the costs and expenses of the Title Arbitrator.
All Asset Taxes that are not ad valorem taxes shall be allocated to SM Energy to the extent they relate to production prior to the Effective Time and to Buyer to the extent they relate to production on or after the Effective Time.
Buyer shall have delivered (or be ready, willing and able to deliver at Closing) to SM Energy the documents and other items required to be delivered by Buyer under Section 11.3.
SM Energy is a corporation duly formed and validly existing under the Laws of the State of Delaware.
For the avoidance of doubt, if SM Energy elects to retain any Asset pursuant to Section 7.1(b)(ii), the Purchase Price shall be reduced by the Allocated Value of such retained Asset and the Remediation Amount for the Environmental Defect relating to such retained Asset will not be counted towards the Aggregate Deductible.
SM Energy desires to sell and Buyer desires to purchase, in their respective undivided proportionate interests set forth opposite each Buyer’s name in Exhibit E hereto (each Buyer’s “Proportionate Share”), the Assets (as defined below) upon the terms and conditions set forth in this Agreement.
Subject to Section 13.8(b), the covenants and agreements of SM Energy (including the Retained Obligations) and Buyer contained in this Agreement shall, in each case, survive indefinitely.