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Purchase And Sale Agreement Oil And Gas
"I need a Purchase And Sale Agreement Oil And Gas for the acquisition of a 100% working interest in an offshore oil field in Palawan Basin, Philippines, with completion targeted for March 2025, including provisions for employee transfer and environmental remediation obligations."
1. Parties: Identification of buyer and seller, including registration details and addresses
2. Background: Context of the transaction, including brief description of the assets and purpose of the agreement
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including assets being sold and purchase price
5. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals
6. Pre-Completion Obligations: Obligations of both parties between signing and completion, including operational requirements
7. Completion: Process and requirements for closing the transaction
8. Purchase Price and Payment: Detailed payment terms, adjustments, and mechanism for payment
9. Warranties: Seller's representations about the assets, operations, and compliance
10. Environmental Matters: Environmental liabilities, compliance, and responsibilities
11. Tax Matters: Tax obligations, indemnities, and allocations between parties
12. Transition Services: Arrangements for operational handover and continued services
13. Confidentiality: Protection of confidential information and announcement restrictions
14. Governing Law and Dispute Resolution: Choice of Philippine law and dispute resolution mechanisms
15. General Provisions: Standard boilerplate provisions including notices, amendments, and severability
1. Anti-Corruption Compliance: Required when either party is subject to FCPA or similar international anti-corruption laws
2. Joint Operating Agreement: Needed when the sale involves partial interests and ongoing joint operations
3. Decommissioning Obligations: Required for mature assets with upcoming abandonment obligations
4. Gas Sales Arrangements: Needed when existing gas sales contracts are part of the transaction
5. Employee Matters: Required when the transaction involves transfer of employees
6. Indigenous Peoples Rights: Required when assets are located in areas covered by Indigenous Peoples Rights Act
7. Maritime Law Compliance: Required for offshore assets subject to Philippine maritime laws
1. Asset Description: Detailed technical description of oil and gas assets being sold
2. Production Licenses and Permits: List of all governmental authorizations and permits
3. Reserve Information: Technical data on proven and probable reserves
4. Environmental Reports: Environmental audit reports and compliance status
5. Material Contracts: List and copies of key operational and commercial agreements
6. Employee Information: Details of employees to be transferred (if applicable)
7. Form of Transfer Documents: Template documents required for asset transfer
8. Purchase Price Adjustments: Detailed methodology for price adjustments
9. Tax Deed: Detailed tax-related obligations and procedures
10. Transition Services Agreement: Detailed terms of transition services to be provided
Authors
Adjustments
Affiliate
Agreed Interest Rate
Applicable Laws
Assets
Associated Rights
Business Day
Carried Interest
Cash Calls
Completion
Completion Date
Conditions Precedent
Confidential Information
Contract Area
Data Room
Decommissioning
Department of Energy
Disclosed Information
Effective Date
Encumbrance
Environmental Laws
Environmental Liabilities
Environmental Permits
Escrow Account
Excluded Assets
Force Majeure
Government Authority
Hydrocarbons
Indigenous Peoples Rights
Joint Operating Agreement
Knowledge
Liabilities
License
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Operating Costs
Operator
Participating Interest
Petroleum
Petroleum Operations
PNOC
Production License
Purchase Price
Reasonable and Prudent Operator
Records
Related Agreements
Reserves
Service Contract
Tax
Third Party
Title Defect
Transfer
Transition Period
Transition Services
Warranties
Working Capital
Working Interest
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Warranties
Title and Risk
Environmental Compliance
Health and Safety
Regulatory Compliance
Tax
Confidentiality
Force Majeure
Assignment
Change of Control
Decommissioning
Transition Services
Employee Matters
Indigenous Peoples Rights
Anti-Corruption
Dispute Resolution
Governing Law
Notices
Termination
Indemnification
Insurance
Records and Data
Asset Operation
Joint Operating Agreement
Production Sharing
Remedies
Boilerplate
Amendment
Severability
Entire Agreement
Further Assurance
Third Party Rights
Costs and Expenses
Announcements
Counterparts
Oil and Gas
Energy
Natural Resources
Infrastructure
Utilities
Maritime
Environmental Services
Transportation
Legal
Operations
Finance
Commercial
Environmental Compliance
Regulatory Affairs
Business Development
Risk Management
Technical Services
Corporate Secretariat
Government Relations
Tax
Chief Executive Officer
General Counsel
Legal Director
Commercial Director
Asset Manager
Operations Manager
Environmental Compliance Officer
Finance Director
Business Development Manager
Regulatory Affairs Manager
Technical Director
Risk Manager
Corporate Secretary
Chief Financial Officer
Exploration Manager
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