The ASPA model adopts a traditional end-account mechanism in which the parties agree on the value of the assets/interest that will be acquired in the agreement on the effective date, subject to a post-closing adjustment based on certain agreed parameters, such as working capital adjustments. B, revenues from hydrocarbon sales, regulations and non-oil revenues from the closing date. A voting payment reflecting such a price adjustment will be made after closing with a fixed or variable interest rate from the validity date. Although it is generally not necessary, a deposit option under the ASPA model is provided. Typically, this down payment ranges from 5% to 20% of the total purchase price and serves as proof of a buyer`s obligation to complete the transaction. The ASPA model provided two alternatives for the payment of the down payment: the payment in trust or directly to the seller. Depending on the seller`s creditworthiness, the purchaser may consider a trust contract to be preferable, as the return of the deposit is certain if the SPA is terminated, although the trust agreement entails additional fees and documents. A typical MAC clause gives the buyer (and sometimes the seller) the right to withdraw from the transaction during the interim period between the signature and the transaction in the event of a significant adverse effect or change in the ownership, development, operation or financial situation of the acquired assets. MAC clauses generally face strong opposition from sellers because they reduce the security of the conclusion. However, in recent years, MAC clauses have gained traction in the most recent oil and gas ATMs. For others, the consideration involves the performance of work obligations.
If these are work obligations (either to be fulfilled or to be paid by farmee) as part of the counterparty, the transfer of ownership to the asset may take place after the end of the work concerned, so that the participation in the asset was acquired by farmee. However, the transfer of ownership is more frequent as soon as possible, after obtaining the necessary consents of third parties, with a possible obligation to transfer the asset to the farmer or return if the farm does not meet these work obligations. As a general rule, farmee does not fulfil the actual work commitments itself if it is or becomes the operator of the asset concerned (otherwise, this work is usually carried out by the operational joint venturer at the farm`s expense). Like the previous model in 2004, the new version of the 2019 agreement deals with the transfer of part (but not all) of the property (known as “participation”) from an upstream oil and gas facility to another.