FST » Topics » Section 15.1 Notices.

This excerpt taken from the FST 8-K filed Aug 10, 2009.

Section 15.1           Notices.

 

All communications required or permitted under this Agreement shall be in writing and any communication or delivery hereunder shall be deemed to have been duly made if actually delivered or if mailed by registered or certified mail, postage prepaid, or if sent by overnight courier service, charges prepaid, or if sent by telecopy or facsimile machine, addressed to the party being notified as set forth below.  Any party may, by written notice so delivered to the other, change the address to which delivery shall thereafter be made.  Notices to Seller and Purchaser shall be made at the addresses set forth below:

 

(a)           If to Seller, to:

 

Forest Oil Corporation

707 17th Street, Suite 3600

Denver, CO  80202

FAX:  (303) 812-1445

ATTN:  General Counsel

 

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(b)           If to Purchaser, to:

 

Linn Energy Holdings, LLC

600 Travis Street, Suite 5100

Houston, Texas  77002

FAX:  281-840-4001

ATTN: Charlene A. Ripley, Senior Vice President, General Counsel and Corporate Secretary

 

All notices shall be deemed given at the time of receipt by the party to which such notice is addressed.

 

This excerpt taken from the FST 8-K filed May 21, 2009.
Notices.  All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication.  Notices to the Underwriters shall be given to the Representatives at c/o Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005 (fax:  (212) 797-9344), Attention:  Syndicate Manager (with a copy to the General Counsel (fax: (212) 797-4564)); c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention:  LCD-IBD.  Notices to the Company shall be delivered or sent by mail or telecopy transmission to the address of the Company set forth in the Prospectus, Attention: General Counsel (telecopier no.: (303) 812-1445).

 

(c)                                 

This excerpt taken from the FST 8-K filed Sep 30, 2008.
Section 14.1.      Notices.  All notices, requests, demands, and other communications required or permitted to be given or made hereunder by any party hereto shall be in writing and shall be deemed to have been duly given or made if (i) delivered personally, (ii) transmitted by first class registered or certified mail, postage prepaid, return receipt requested, (iii) sent by a recognized prepaid overnight courier service (which provides a receipt), (iv) sent by facsimile or e-mail transmission, with receipt acknowledged, to the parties at the following addresses (or at such other addresses as shall be specified by the parties by like notice):

 

If to Seller:

 

c/o Cordillera Energy Partners II, LLC
8450 East Crescent Parkway, Suite 400
Greenwood Village, Colorado  80111
Attention:  George H. Solich
Fax No.:  303-290-9997
e-mail:  gsolich@cordilleraep.com

 

With , prior to Closing, a copy to (which shall not constitute notice to Seller):

Thompson & Knight LLP
333 Clay Street, Suite 3300
Houston, Texas  77002
Attention:  Michael K. Pierce and Sarah E. McLean
Fax No.:  Pierce—832-397-8049 and McLean—832-397-8062
e-mail:  michael.pierce@tklaw.com and sarah.mclean@tklaw.com

 

If to Buyer:

Forest Oil Corporation
707 17th Street, Suite 3600
Denver, Colorado  80202
Attention:  General Counsel
Fax No.:  303-812-1445

 

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With, prior to Closing, a copy to (which shall not constitute notice to Buyer):

Vinson & Elkins L.L.P.
666 Fifth Avenue, 26th Floor
New York, New York  10103-0040
Attention:  Shelley A. Barber and Alan P. Baden
Fax No.:  Barber—917-849-5353 and Baden—917-849-5337
e-mail:  sbarber@velaw.com and abaden@velaw.com

 

Such notices, requests, demands, and other communications shall be effective upon receipt.

 

These excerpts taken from the FST 10-Q filed Nov 9, 2005.
Notices.  Any notice, demand, claim, or other communication under this Agreement shall be in writing and shall be given in accordance with the provisions for giving notice under the Distribution Agreement.

 

Section 4.8                                     

Notices.  All notices and other communications required or permitted to be given hereunder shall be in writing and shall be deemed given upon (a) a transmitter’s confirmation of a receipt of a facsimile transmission (but only if followed by confirmed delivery of a standard overnight courier the following business day or if delivered by hand the following business day), (b) confirmed delivery of a standard overnight courier or when delivered by hand or (c) the expiration of five business days after the date mailed by certified or registered mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice):

 

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If to Forest or any member of the Forest Group, to:

 

Forest Oil Corporation

1600 Broadway, Suite 2200

Denver, Colorado 80202
Attention:  General Counsel
Facsimile:  (303) 812-1510

 

with a copy (which shall not constitute effective notice) to:

 

Vinson & Elkins L.L.P.

666 Fifth Avenue, 26th Floor
New York, NY 10103-0040
Attention:  Alan P. Baden
Facsimile:  (917) 849-5337

 

If to Spinco or any member of the Spinco Group prior to the Distribution Date, to:

 

SML Wellhead Corporation

c/o Forest Oil Corporation

1600 Broadway, Suite 2200

Denver, Colorado 80202
Attention:  General Counsel
Facsimile:  (303) 812-1510

 

If to Spinco or any member of the Spinco Group after the Distribution Date, to:

 

SML Wellhead Corporation

c/o Mariner Energy, Inc.

2101 CityWest Blvd.

Building 4, Suite 900

Houston, TX 77042
Attention:  General Counsel
Facsimile:  (713) 954-5555

 

with a copy (which shall not constitute effective notice) to:

 

Baker Botts L.L.P.

910 Louisiana Street

Houston, Texas 77002
Attn:  Kelly B. Rose
Facsimile:  (713) 229-7996

 

or to such other address as any party hereto may have furnished to the other parties by a notice in writing in accordance with this Section.  Any notices or other communications required or permitted to be given hereunder to the Company shall be given pursuant to the terms of the Merger Agreement.

 

Section 9.6                                     

Notices.  All notices and other communications required or permitted to be given hereunder shall be in writing and shall be deemed given upon (a) a transmitter’s confirmation of a receipt of a facsimile transmission (but only if followed by confirmed delivery of a standard overnight courier the following business day or if delivered by hand the following business day), (b) confirmed delivery of a standard overnight courier or when delivered by hand or (c) the expiration of five business days after the date mailed by certified or registered mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice):

 

If to Spinco (prior to the Effective Time) or Forest, to:

 

SML Wellhead Corporation or Forest Oil Corporation
707 17th Street, Suite 3600
Denver, Colorado 80202
Attn:  General Counsel
Facsimile:  (303) 812-1510

 

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with a copy to (which shall not constitute effective notice) to:

 

Vinson & Elkins LLP
666 Fifth Avenue
New York, New York 10103
Attn:  Alan P. Baden
Facsimile:  (212) 849-5337

 

If to Spinco (following the Effective Time), to:

 

SML Wellhead Corporation
c/o Mariner Energy, Inc.
2101 CityWest Boulevard
Building 4, Suite 900
Houston, Texas 77042
Attn:  General Counsel
Facsimile:  (713) 954-3820

 

with a copy (which shall not constitute effective notice) to:

 

Baker Botts L.L.P.
One Shell Plaza
Houston, Texas 77002
Attn:  Kelly B. Rose
Facsimile:  (713) 229-7996

 

If to the Company, to:

 

Mariner Energy, Inc.
2101 CityWest Boulevard
Building 4, Suite 900
Houston, Texas 77042
Attn:  General Counsel
Facsimile:  (713) 954-3820

 

with a copy (which shall not constitute effective notice) to:

 

Baker Botts L.L.P.
One Shell Plaza
Houston, Texas 77002
Attn:  Kelly B. Rose
Facsimile:  (713) 229-7996

 

Section 9.4                                      Certain Construction Rules.  The article and section headings and the table of contents contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  As used in this Agreement, unless otherwise provided to the contrary, (a) all references to days or months shall be deemed

 

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references to calendar days or months and (b) any reference to a “Section,” “Article,” “Exhibit” or “Schedule” shall be deemed to refer to a section or article of this Agreement or an exhibit or schedule to this Agreement.  The words “hereof,” “herein” and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive.  Any matter disclosed in any particular Section or Subsection of the Spinco Disclosure Schedule, the Forest Disclosure Schedule or the Company Disclosure Schedule shall be deemed to have been disclosed in any other Section or Subsection of Articles III, IV, V or VI of this Agreement, as applicable, with respect to which such matter is relevant so long as the applicability of such matter to such Section or Subsection is reasonably apparent.  For avoidance of doubt, “consistent with past practice” when used with respect to Spinco, any of its Subsidiaries, any Spinco Asset or the Spinco Business shall mean the past practice of Forest.

 

Section 9.5                                      Severability.  If any provision of this Agreement or the application of any such provision to any Person or circumstance, shall be declared judicially to be invalid, unenforceable or void, such decision shall not have the effect of invalidating or voiding the remainder of this Agreement, it being the intent and agreement of Spinco, Forest, the Company and Merger Sub that this Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or, if such modification is not possible, by substituting therefor another provision that is legal and enforceable and that achieves the same objective.

 

Section 9.6                                      Assignment; Binding Effect.  Neither this Agreement nor any of the rights, benefits or obligations hereunder may be assigned by Spinco, Forest, the Company or Merger Sub (whether by operation of law or otherwise) without the prior written consent of all of the other parties.  Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by Spinco, Forest, the Company and Merger Sub and their respective successors and permitted assigns.

 

Section 9.7                                      No Third Party Beneficiaries.  Except as provided in Sections 2.2, 2.8, 2.9 and 6.12 (collectively, the “Third Party Provisions”), nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than Forest, Spinco and the Company and their respective successors and permitted assigns) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, and no Person (other than as so specified) shall be deemed a third party beneficiary under or by reason of this Agreement.  The Third Party Provisions may be enforced by the beneficiaries thereof after the Effective Time.  Subject to Section 6.12, Spinco shall reimburse all expenses, including reasonable attorneys’ fees, that are incurred by any Person who prevails in any litigation or other proceeding required to enforce the obligations of the Surviving Corporation and Spinco under the Third Party Provisions.

 

Section 9.8                                      Limited Liability.  Notwithstanding any other provision of this Agreement, no stockholder, director, officer, Affiliate, agent or representative of Spinco, Forest, the Company or Merger Sub, in its capacity as such, shall have any liability in respect of or relating to the covenants, obligations, representations or warranties of such party under this Agreement or

 

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in respect of any certificate delivered with respect hereto or thereto and, to the fullest extent legally permissible, each of Spinco, Forest, the Company and Merger Sub, for itself and its stockholders, directors, officers and Affiliates, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable law.

 

Section 9.9                                      Entire Agreement.  This Agreement (together with the other Transaction Agreements, the Confidentiality Agreement, the exhibits and the Disclosure Schedules and the other documents delivered pursuant hereto) constitutes the entire agreement of all the parties hereto and supersedes all prior and contemporaneous agreements and understandings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof.  All exhibits attached to this Agreement and the Disclosure Schedules are expressly made a part of, and incorporated by reference into, this Agreement.  Each section of the Company Disclosure Schedule, the Forest Disclosure Schedule and the Spinco Disclosure Schedule qualifies the corresponding numbered representation and warranty or covenant to the extent specified therein, and any other representation, warranty or covenant to which such matter is relevant so long as the applicability of such matter to any such representation, warranty or covenant is reasonably apparent.

 

Section 9.10                                Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to the conflicts of law principles thereof.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY (i) AGREES TO BE SUBJECT TO, AND HEREBY CONSENTS AND SUBMITS TO, THE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND OF THE FEDERAL COURTS SITTING IN THE STATE OF DELAWARE, (ii) TO THE EXTENT SUCH PARTY IS NOT OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THE STATE OF DELAWARE, HEREBY APPOINTS THE CORPORATION TRUST COMPANY, AS SUCH PARTY’S AGENT IN THE STATE OF DELAWARE FOR ACCEPTANCE OF LEGAL PROCESS AND (iii) AGREES THAT SERVICE MADE ON ANY SUCH AGENT SET FORTH IN (ii) ABOVE SHALL HAVE THE SAME LEGAL FORCE AND EFFECT AS IF SERVED UPON SUCH PARTY PERSONALLY WITHIN THE STATE OF DELAWARE.

 

Section 9.11                               

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