CNOOC Waiver means that certain consent to the Mattox Transaction and waiver of all transfer restrictions on the Mattox Subject Interests in the Mattox LLC Agreement, subject to certain exceptions and conditions, executed and delivered to SGOM by CNOOC Petroleum Sales U.S.A. Inc. on July 8, 2019.
Code means the Internal Revenue Code of 1986, as amended.
Common Unit has the meaning set forth in the Partnership Agreement.
Conflicts Committee has the meaning ascribed to such term in the recitals.
Consideration means, collectively, (a) a number of Series A Preferred Units equal to the value of 1.2 billion Dollars ($1,200,000,000), subject to adjustment pursuant to Section 2.4; and (b) 160 million (160,000,000) Common Units.
Control and its derivatives mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
Damages means any losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, deficiencies, fines, penalties, costs and expenses (including court costs and reasonable, documented, out-of-pocket attorneys and experts fees) of any and every kind or character, known or unknown, fixed or contingent.
Deductible Amount has the meaning ascribed to such term in Section 11.6(a).
Direct Claim has the meaning ascribed to such term in Section 11.5.
Disclosure Letter has the meaning ascribed to such term in Article III.
Dispute has the meaning ascribed to such term in Section 13.4(a).
Effective Time means 12:01 a.m., Houston Time, on the Closing Date.
Environmental Laws means, without limitation, the following laws, in effect, and as interpreted and enforced, as of the Closing Date: (a) the Resource Conservation and Recovery Act; (b) the Clean Air Act; (c) CERCLA; (d) the Federal Water Pollution Control Act; (e) the Safe Drinking Water Act; (f) the Toxic Substances Control Act; (g) the Emergency Planning and Community Right-to-Know Act; (h) the National Environmental Policy Act; (i) the Pollution Prevention Act of 1990; (j) the Oil Pollution Act of 1990; (k) the Hazardous Materials Transportation Act; (l) the Federal Insecticide, Fungicide and Rodenticide Act; (m) all laws, statutes, rules, regulations, orders, judgments or decrees promulgated or issued with respect to the foregoing Environmental Laws by Governmental Authorities; and (n) any other federal, state or local statutes, laws, common laws, ordinances, rules, regulations, orders, codes, decisions, injunctions or decrees that regulate or otherwise pertain to the protection of the environment or health and safety, including the management, control, discharge, emission, exposure, treatment, containment, handling, removal, use, generation, permitting, migration, storage, release, transportation, disposal, remediation, manufacture, processing or distribution of Hazardous Materials.