Purchase And Sale Agreement Oil And Gas for Australia

Purchase And Sale Agreement Oil And Gas Template for Australia

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Purchase And Sale Agreement Oil And Gas

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What is a Purchase And Sale Agreement Oil And Gas?

The Purchase And Sale Agreement Oil And Gas is a crucial document used in Australian oil and gas asset transactions, whether for individual assets, multiple facilities, or company interests. It's specifically designed to comply with Australian federal and state regulations while addressing industry-specific requirements. The agreement is typically used when companies are divesting or acquiring oil and gas assets, requiring detailed consideration of permits, licenses, environmental obligations, and native title rights. It includes comprehensive provisions for asset valuation, due diligence findings, regulatory approvals, and operational transition. The document structure accommodates both onshore and offshore assets, incorporating relevant provisions from the Offshore Petroleum and Greenhouse Gas Storage Act 2006 and state-specific petroleum legislation. This agreement type is essential for major resource transactions in Australia's energy sector, requiring careful consideration of both commercial and regulatory aspects.

What sections should be included in a Purchase And Sale Agreement Oil And Gas?

1. Parties: Identification of buyer, seller and any guarantors

2. Background: Context of the transaction, including asset overview and transaction purpose

3. Definitions and Interpretation: Defined terms, interpretation rules, and reference standards

4. Sale and Purchase: Core transaction terms including assets being sold and purchase price

5. Conditions Precedent: Required approvals, consents and conditions before completion

6. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business

7. Completion: Completion mechanics, deliverables, and timing

8. Purchase Price and Adjustments: Payment terms, adjustments mechanisms, and accounting procedures

9. Seller Warranties: Seller representations about the assets, operations, and compliance

10. Buyer Warranties: Buyer representations about authority and capability to complete transaction

11. Tax Matters: Tax treatment, allocations, and indemnities

12. Environmental Matters: Environmental liabilities, indemnities, and compliance obligations

13. Indemnities: General indemnification provisions and procedures

14. Confidentiality and Announcements: Information handling and public communications

15. Dispute Resolution: Dispute handling procedures and governing law

16. General Provisions: Standard boilerplate provisions including notices and amendments

What sections are optional to include in a Purchase And Sale Agreement Oil And Gas?

1. Employee Matters: Used when transaction includes transfer of employees, covering employment terms and liabilities

2. Joint Operating Agreement: Required when asset is subject to joint venture arrangements

3. International Trade Compliance: Needed for cross-border transactions or international operations

4. Native Title and Cultural Heritage: Required when assets affect indigenous lands or cultural sites

5. Decommissioning Obligations: Important for mature assets or when decommissioning obligations are significant

6. Transition Services: Used when seller will provide post-completion operational support

7. Carbon Credits and Environmental Permits: Required when carbon credits or significant environmental permits are involved

8. Maritime and Shipping Provisions: Needed for offshore assets or LNG shipping arrangements

What schedules should be included in a Purchase And Sale Agreement Oil And Gas?

1. Asset Description: Detailed technical description of assets, including maps and coordinates

2. Permits and Licenses: List and copies of all relevant governmental authorizations

3. Reserved Matters: List of actions requiring buyer consent during pre-completion period

4. Completion Obligations: Detailed checklist of completion deliverables and actions

5. Purchase Price Adjustments: Detailed methodology for price adjustments and worked examples

6. Material Contracts: List and copies of key operational and commercial agreements

7. Environmental Reports: Summary of environmental assessments and known issues

8. Employee Information: Details of transferring employees and employment terms

9. Form of Transition Services Agreement: Draft agreement for post-completion services

10. Working Capital Calculation: Methodology and target working capital calculations

11. Deed of Assignment: Form of assignment documents for permits and contracts

12. Disclosure Letter: Seller's qualifications to warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Abandoned Wells
Accounting Procedures
Accrual Period
Adjustment Amount
Affiliate
Agreed Interest Rate
Agreement
Applicable Laws
Approval
Assets
Assignment
Associated Agreements
Australian Consumer Law
Authority
Background IP
Base Purchase Price
Business Day
Buyer
Buyer Group
Buyer Warranties
Carbon Credits
Cash Calls
Claim
Completion
Completion Date
Completion Payment
Completion Statement
Conditions Precedent
Confidential Information
Consequential Loss
Consideration
Contamination
Contract Area
Contract Operating Agreement
Control
Corporations Act
Decommissioning
Deed of Assignment
Default Interest Rate
Defaulting Party
Deferred Payment
Disclosure Letter
Disclosure Materials
Dispute
Effective Date
Encumbrance
Environment
Environmental Approval
Environmental Claim
Environmental Law
Environmental Liability
Excluded Assets
Expert
Facility
Fair Market Value
Field
Financial Year
Force Majeure
Foreign Investment Approval
FIRB
Government Agency
GST
Guarantor
Hydrocarbons
Improvements
Income Tax
Independent Expert
Indigenous Land Use Agreement
Infrastructure
Intellectual Property
Interest Rate
Joint Operating Agreement
Joint Venture
Key Permits
Knowledge
Liability
License
Loss
Material Adverse Change
Material Contract
Native Title
Notice
Operating Costs
Operator
Participating Interest
Party/Parties
Permits
Permitted Encumbrance
Personnel
Petroleum
Pipeline License
Production License
Purchase Price
Related Body Corporate
Related Party
Representatives
Reserved Matters
Retention Lease
Safety Management System
Security Interest
Seller
Seller Group
Seller Warranties
Stamp Duty
Tanker
Tax
Tax Law
Technical Data
Third Party
Third Party Claim
Title
Transaction
Transaction Documents
Transfer
Transition Period
Transition Services
Unit
Unitization Agreement
Working Capital
Work Program
Clauses
Relevant Industries

Oil and Gas

Energy

Natural Resources

Mining

Infrastructure

Private Equity

Investment Banking

Environmental Services

Relevant Teams

Legal

Finance

Commercial

Operations

Environmental

Risk Management

Compliance

Technical

Business Development

Corporate Development

Due Diligence

Treasury

Tax

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Commercial Director

Asset Manager

Operations Manager

Environmental Manager

Legal Counsel

Commercial Manager

Business Development Manager

Risk Manager

Technical Director

Project Manager

Compliance Officer

Finance Manager

Due Diligence Manager

Regulatory Affairs Manager

Industries
Offshore Petroleum and Greenhouse Gas Storage Act 2006: Federal legislation governing offshore petroleum exploration, production, and storage activities in Australian waters
Petroleum and Gas (Production and Safety) Act 2004: Key legislation governing onshore petroleum and gas operations, including safety requirements and production licenses
Competition and Consumer Act 2010: Regulates business conduct, competition, and fair trading practices in Australian markets, including energy sector transactions
Environmental Protection and Biodiversity Conservation Act 1999: Federal environmental law requiring assessment and approval for activities that may impact matters of national environmental significance
Native Title Act 1993: Protects indigenous land rights and requires consideration of native title holders' interests in resource development
Corporations Act 2001: Governs corporate entities and business transactions in Australia, including contractual obligations and corporate responsibilities
Foreign Acquisitions and Takeovers Act 1975: Regulates foreign investment in Australian assets, including oil and gas interests
State Petroleum Acts: Various state-specific legislation governing petroleum activities within state jurisdictions (varies by state/territory)
Australian Securities and Investments Commission Act 2001: Regulates financial services and markets, relevant for public companies and significant transactions in the resources sector
Customs Act 1901: Relevant for international sales and export arrangements of oil and gas products
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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