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Oil and Gas Sale and Purchase Agreements

Oil and Gas Sale and Purchase Agreements

Mr John LaMaster | Ms Caroline-Lucy Moran

(2017)

Additional Information

Book Details

Abstract

Acquisitions and divestitures are common occurrences in the international oil and gas industry, ranging in size and complexity from transformational mergers between supermajors to transactions at an individual asset level. They are used in order to manage both costs and risks. Although the recent oil price slump has somewhat reduced the level of transactional activity, that level is expected to increase again in the near term. Low oil prices are creating an increasing number of distressed sellers and an increasing number of opportunistic buyers, including some that have not traditionally participated in the upstream oil and gas industry. Moreover, any ‘new norm’ for oil prices – even at a lower level – provides a relatively stable environment for buyers and sellers to agree valuations. Sale and purchase agreements relating to oil and gas assets are highly specialised, reflecting the unique nature and characteristics of the industry itself. This book, written by experienced and well-known practitioners from within the oil and gas industry, is intended to provide a practical review of the provisions typically included in such agreements. It aims to benefit lawyers and commercial negotiators working in the industry who handle sale and purchase transactions and who want to better understand the usual terms and conditions involved in those transactions. Legal professors and their students could also benefit from using the book as a teaching aid based on real-world experience.

Table of Contents

Section Title Page Action Price
Front Cover\r 1
Title\r 2
Copyright 3
Table of contents 4
Introduction Paul M Welch SDX Energy Inc 6
Preface John C LaMaster Caroline-Lucy Moran Akin Gump Strauss Hauer & Feld LLP 8
Sale structure Joanna Kay Peter Roberts Orrick LLP 10
Consideration in oil and gas sale and purchase agreements Olivier Chambord Allison Soilihi Morgan Lewis & Bockius UK LLP 27
Conditions precedent and deferred completions John C LaMaster Akin Gump Strauss Hauer & Feld LLP 39
Covenants in upstream acquisitions and divestitures Kevin Atkins Locke Lord LLP 67
Oil and gas warranties Caroline-Lucy Moran Akin Gump Strauss Hauer & Feld LLP 89
Allocation of and limitations on liability, and the use of indemnities Hussain Kubba Geoff Peters Kimberley Wood Norton Rose Fulbright LLP 116
Environmental provisions in upstream acquisitions and divestitures Paul E Gutermann Akin Gump Strauss Hauer & Feld LLP 133
Decommissioning Nicholas Antonas Marc Hammerson Akin Gump Strauss Hauer & Feld LLP 152
Competition law provisions in sale and purchase agreements Peter Crowther Jade-Alexandra Fearns Winston & Strawn LLP 171
Anti-corruption provisions Nicole D’Avanzo Tamer Soliman Akin Gump Strauss Hauer & Feld LLP 190
Tax aspects of oil and gas mergers and acquisitions Paul White Chadbourne & Parke LLP 200
Governing law and jurisdiction clauses Richard Ellison David Waldron Morgan Lewis & Bockius UK LLP 215
Oil and gas boilerplate provisions John C LaMaster Akin Gump Strauss Hauer & Feld LLP 236
About the authors 247
Index 253