Oil and Gas Sale and Purchase Agreements

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. These transactions 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.
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.
The second edition of this title includes updated and revised chapters from the first edition, as well as new chapters on: preliminary agreements (memoranda of understanding, letters of intent); disclosure letters; private equity transactions; warranty and indemnity insurance; and material adverse changes.
This new edition 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.

Foreword 5 J Scott Porter Shell
Introduction 9 John C LaMaster Caroline-Lucy Moran Akin Gump Strauss Hauer & Feld LLP
Preliminary agreements 11 Afzaal Abidi Christopher Strong Suzana Vukasinovic Vinson & Elkins RLLP
Sale structure 25 Joanna Kay BW Offshore Peter Roberts Cross Keys Energy Limited
Consideration in oil and gas sale and purchase agreements 45 Olivier Chambord Allison Soilihi Morgan, Lewis & Bockius UK LLP
Conditions precedent and deferred completions 65 John C LaMaster Akin Gump Strauss Hauer & Feld LLP
Covenants in upstream acquisitions and divestitures 99 Kevin Atkins Matthew Daffurn Locke Lord LLP
Oil and gas warranties 131 Caroline-Lucy Moran Akin Gump Strauss Hauer & Feld LLP
Disclosure letters 165 Alexander Msimang Suzana Vukasinovic Freddie Wright Vinson & Elkins RLLP
Warranty and indemnity insurance 179 Matthew Foster Sophie O'Connor Norton Rose Fulbright LLP
Liabilities and indemnities: allocation and limitations on liability, and the use of indemnities 195 Hussain Kubba Holly Stebbing Kimberley Wood Norton Rose Fulbright LLP
Environmental provisions in oil and gas transactions 217 Julie Vaughan Herbert Smith Freehills LLP
Decommissioning 231 Nicholas Antonas Akin Gump Strauss Hauer & Feld LLP Marc Hammerson Stephenson Harwood LLP
Competition law provisions in sale and purchase agreements 253 Peter Crowther Lisa Hatfield Winston & Strawn LLP
Anti-corruption 275 Paige Berges Amanda Raad Sean Seelinger Ropes & Gray (London)
Tax aspects of oil and gas mergers and acquisitions 309 Paul White Druces LLP
Material adverse change clauses 327 John C LaMaster Akin Gump Strauss Hauer & Feld LLP
Private equity considerations 349 Simon Tysoe Latham & Watkins LLP
Governing law and jurisdiction clauses 375 Richard Ellison Solicitor David Waldron Morgan, Lewis & Bockius UK LLP
Oil and gas boilerplate provisions 401 John C LaMaster Akin Gump Strauss Hauer & Feld LLP
About the authors 415
Index 425
About Globe Law and Business 443