Knowledge means the actual knowledge, after reasonable inquiry (including inquiry of each such individuals direct reports), of (a) in the case of the Company, the individuals listed in Schedule 1.1(a) of the Company Disclosure Schedule and (b) in the case of Parent, the individuals listed in Schedule 1.1 of the Parent Disclosure Schedule.
Law means any law, statute, rule, regulation, ordinance, code, judgment, order, treaty, convention, governmental directive or other legally enforceable requirement, U.S. or non-U.S., of any Governmental Authority, including common law.
Lien means any mortgage, deed of trust, lien, charge, restriction (including restrictions on transfer), pledge, security interest, option, right of first offer or refusal, preemptive right, lease or sublease, claim, right of any third party, covenant, right of way, easement, encroachment or encumbrance.
Marketing Period means the first period of fifteen (15) consecutive calendar days following the later of (a) receipt by the Commitment Parties (as defined under the Debt Commitment Letter) of the Required Information and (b) the date of execution of the Debt Commitment Letter; provided, that the Marketing Period shall end on any earlier date that is the date on which the Debt Financing is consummated.
NYSE means the New York Stock Exchange.
Oil and Gas Leases or Oil and Gas Lease means all Hydrocarbon and mineral leases and subleases, royalties, overriding royalties, net profits interests, mineral fee interests, carried interests, and other rights to Hydrocarbons in place, and mineral servitudes, and all leases, subleases, licenses or other occupancy or similar agreements under which a Person acquires or obtains operating rights in and to Hydrocarbons or any other real property which is material to the operation of such Persons business.
Oil and Gas Properties means (a) all direct and indirect interests in and rights with respect to material oil, gas, mineral, and similar properties of any kind and nature, including working, leasehold and mineral interests and operating rights and royalties, overriding royalties, production payments, net profit interests and other non-working interests and non-operating interests (including all Oil and Gas Leases, operating agreements, unitization and pooling agreements and orders, division orders, transfer orders, mineral deeds, royalty deeds, and in each case, interests thereunder), surface interests, fee interests, reversionary interests, reservations and concessions, (b) all surface interests, easements, surface use agreements, rights of way, licenses and permits, in each case, in connection with Oil and Gas Leases or Hydrocarbon wells located on or producing from such leases and properties, (c) all interests in machinery, equipment (including wells, well equipment and machinery), production, completion, injection, disposal, gathering, transportation, transmission, treating, processing and storage facilities (including tanks, tank batteries, pipelines, flow lines, gathering systems and metering equipment), rigs, pumps, water plants, electric plants, platforms, processing plants, separation plants, refineries, testing and monitoring equipment, in each case, in connection with Oil and Gas Leases, the drilling of wells or the production, gathering, processing, storage, disposition, transportation or sale of Hydrocarbons and (d) all other interests of any kind or character associated with or appurtenant to any of the foregoing.