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Structuring Oil and Gas Purchase and Sale Agreements: Key Considerations and Provisions

Letters of Intent, HSR, Due Diligence, Tax, Allocation of Risk, Indemnities and More

Recording of a 90-minute premium CLE webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Thursday, August 9, 2018

Recorded event now available

or call 1-800-926-7926

This CLE course will guide energy counsel on the critical factors to consider when entering into a PSA, the essential considerations for structuring a PSA, and strategies to consider for allocating risk between purchaser and seller.


Practitioners understand that there are legal and tax concerns inherent in the oil and gas property purchase and sale process. Among those concerns are the negotiation of a binding or non-binding LOI used to define the key terms of the acquisition, the performance of due diligence necessary to confirm the operational and environmental conditions of the properties, the drafting, negotiation and execution of the oil and gas property PSA, the operation and maintenance of the properties during the period beginning with the execution of the PSA and ending with the closing of the purchase and sale (the Pre-Closing Period), and, of course, structuring the purchase and sale to provide the highest after-tax cash proceeds for the seller while at the same time providing the lowest achievable after-tax cost of purchasing the properties for the purchaser.

Listen as our authoritative panel provides practitioners with an understanding of the key aspects of the LOI and PSA, including: drafting the LOI (whether binding or non-binding) to provide the key terms of the PSA; drafting the PSA to provide for the payment of the base purchase price and the adjustments thereto at closing and at a post-closing true-up date, the representations, warranties and covenants of the seller and purchaser of the properties, indemnification of seller or purchaser for breach of representation, warranty or covenant, resolution of title and environmental issues, the conditions for termination of the PSA, the assumption of seller’s obligations by purchaser, the and the allocation of responsibility for operation, maintenance and taxes during Pre-Closing Period. Importantly, the impact of the Tax Cuts and Jobs Act of 2017 on the structuring of oil and gas property purchases will be discussed.



  1. Letter of intent
    1. Binding provisions
    2. Non-binding provisions
    3. Confidentiality
  2. Environmental due diligence
  3. Tax considerations
  4. Key provisions
    1. Reps and warranties
    2. Disclosures
    3. Allocation of liabilities and indemnities
    4. Allocation of purchase price
    5. Termination
    6. Purchase price, adjustment to purchase price, and payment


The panel will review these and other crucial issues:

  • What are the critical factors to consider when entering a PSA?
  • What are the essential provisions when structuring PSAs?
  • What issues frequently arise when structuring PSAs and what strategies should be used to allocate risk?


Bradford, John
John T. Bradford

Of Counsel
Liskow & Lewis

Mr. Bradford practices energy and natural resources taxation, finance, and corporate law at the state, federal, and...  |  Read More

Flowers, Bruce
Bruce M. Flowers

Kane Russell Coleman & Logan

Mr. Flowers, a Director of the Firm, practices in the Litigation, Environmental, Energy, Construction and Insurance...  |  Read More

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