Drafting Considerations Sample Clauses

Drafting Considerations. Each Party and its counsel have participated fully in the drafting, review, and revision of this Drought Response Operations Agreement, each of whom is sophisticated in the matters to which Drought Response Operations Agreement pertains, and no one Party shall be considered to have drafted this Drought Response Operations Agreement.

Drafting Considerations. Each Party and its counsel have participated fully in the drafting, review, and revision of this Companion Agreement, each of whom is sophisticated in the matters to which this Companion Agreement pertains, and no one Party shall be considered to have drafted this Companion Agreement.

Drafting Considerations. Each Party and its counsel have participated fully in the drafting, review, and revision of this LB DCP Agreement, each of whom is sophisticated in the matters to which this LB DCP Agreement pertains, and no one Party shall be considered to have drafted this LB DCP Agreement.

Drafting Considerations. Each Party and its counsel have participated fully in the drafting, review, and revision of this Agreement, each of whom is sophisticated in the matters to which this Agreement pertains, and no one Party shall be considered to have drafted this Agreement.

Drafting Considerations. This Agreement has been drafted, negotiated, and revised by each of the parties hereto, each of whom is sophisticated in the matters to which this Agreement pertains, and no specific party shall be considered to have drafted this Agreement.

Drafting Considerations. 1. Drafting a prenuptial agreement is challenging because it is virtually impossible to envision all the possible directions the couple may take in the future (children, careers, inheritances, etc.), and contemplate revisions of the law. 2. It is similarly difficult to foreclose every avenue for challenge of a prenuptial agreement, and drafting in a manner that sets forth a separate provision for every possible contingency creates inflexibility and ignores the unimaginable event.

Drafting Considerations. For a farmee that wants to bankruptcy-proof its farmout agreement, there are some simple drafting lessons to be learned from the Vanguard Bankruptcy. A farmout agreement typically implements a “drill-to-earn” structure. An alternative to the typical farmout agreement is a term assignment, where the lessee executes an assignment of the oil and gas leases to the proposed assignee for a negotiated period of time. At the end of the term, the assignee typically retains a certain number of acres around each well drilled pursuant to the term assignment, and assigns the acreage not retained back to the original assignor. Therefore, a term assignment is a “drill-to-retain” rather than a “drill-to-earn.” The benefit to the assignee/farmee from a term assignment is that the assignee is unquestionably vested with a real property interest in the oil and gas leases. Therefore, the assignee should theoretically not be at risk of having its already-assigned acreage pulled into the assignor/farmor’s bankruptcy estate. However, in the authors’ experience, it may be difficult to structure a transaction as a term assignment if the assignee/farmee is unable or unwilling to pay for the assignment up front. Alternatively, a farmee might request a specific conveyance of the farmor’s drilling right. This conveyance should be recorded in the real property records so that third parties are put on notice of the farmee’s rights. Although this kind of proposed conveyance is not typical, it could make clear that the parties to the farmout agreement intended to, and did, transfer a vested real property right to the farmee, and thus, is a real property right cannot be extinguished in bankruptcy. Because the issue arose prominently in the VNR Bankruptcy, an astute farmee will also want to make sure to clarify that its right to propose ▇▇▇▇▇ gives it the unconditional right to drill ▇▇▇▇▇ and that the farmor does not have a veto right. A farmee also should consider including language that the farmout agreement is a covenant running with the land. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ – Partner, Corporate Restructuring & Bankruptcy - ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇ has substantial experience representing and advising companies, buyers, creditors, trustees, committees, lenders and other constituents in all aspects of distressed, insolvency and restructuring scenarios. ▇▇▇▇▇ has been selected by ▇▇▇▇▇▇▇▇ & Partners USA as one of the leading lawyers in bankruptcy/restructuring in Texas every year since 2005. ▇▇▇▇▇ re...

Drafting Considerations. Each Party and its counsel have participated fully in the drafting, review, and revision of this Additional Sharing Agreement, each of whom is sophisticated in subject matters to which this Additional Sharing Agreement pertains, and no one Party shall be considered to have drafted this Additional Sharing Agreement.

Drafting Considerations. 4.1 Reasonable allocation In order for an ITSA to be valid and prevent joint and several liabilities arising, one of the requirements is that the agreement achieves a “reasonable allocation” of the group’s indirect tax liability. There are several methods which the Commissioner of Taxation accepts as a reasonable allocation. The question of what is a reasonable allocation depends on the facts and circumstances of the particular group. There is no prescriptive method as long as each contributing member’s contribution can represent a reasonable allocation of the total indirect tax law liability of the group for that tax period.