Additional Consideration – Administrative, Geological, Geophysical and Engineering Costs. Buyer shall pay Seller for the Buyer Promoted Interest share of the actual AGGE Costs. The total AGGE Costs shall not exceed the defined AGGE Costs. Subsequent to the drilling and completion of the Initial Well, Seller and Buyer shall use their best efforts to agree on a technical budget to advance the development of the AMI, to be funded by the Parties according to their respective Working Interests within the AMI.
AGGE Costs means administrative, geological, geophysical and engineering costs from the Closing Date through the drilling and/or completion of the Initial Well equal to , as set forth in the budget attached as [Exhibit G].
oil and gas exploration expenses (including all drilling, completion, geological and geophysical costs) for such period,
the Vendor has made available to the Purchaser all requested material maps, assays, surveys, drill logs, samples, metallurgical, geological, geophysical, geochemical and engineering data within its possession in respect of the Property;
copies of final geological and geophysical maps, seismic sections and shot point location maps;
G & G Data means only geological, geophysical and geochemical data and other similar information that is not obtained through a well bore.
Additional Consideration – Rentals. Buyer shall pay, to the extent of the Buyer Working Interest, the actual costs of all unpaid rentals or current rentals on the Existing Leases, which the Parties determine are high priority, and future rentals on the Existing Leases subsequent to the Closing Date. The Parties shall decide, on a Lease by Lease basis, whether to pay the back rentals due before Closing and extend a Lease or, in the alternative, to take a New Lease or a seismic option.
Additional Consideration – ORRI. Seller shall be entitled to reserve in the assignment to Buyer with respect to the Existing Leases and New Leases acquired after the Closing Date an ORRI, proportionate to the Buyer Working Interest determined as follows:
Engineering Batches. Lonza shall manufacture Engineering Batches in accordance with the Project Plan(s) and batch records. Customer shall have the right to make whatever further use of the non-cGMP Engineering Batches as it shall determine, provided that Customer pays for such Batches, such use is not for human use and does not violate any Applicable Laws. While Lonza makes absolutely no warranty that Engineering Batches will meet cGMP or the Specifications, Lonza will manufacture the Engineering Batches under cGMP conditions. Accordingly, if Lonza determines that an Engineering Batch does meet cGMP and the Specifications, it will release such Engineering Batch as a cGMP Batch. Regardless of whether any Engineering Batch meets cGMP or the Specifications and provided that the Engineering Batch was executed in accordance with the Project Plan and batch records, Customer shall pay to Lonza the Price for such Engineering Batch plus the Raw Materials Fee associated with such Engineering Batch. In the event Customer requests a material change to the Manufacturing Process or Specifications, Lonza and Customer shall discuss in good faith modifications and written amendments to the applicable Project Plan, including potential manufacture of additional Engineering Batches utilizing the modified process or specifications and adjustments (up or down) to Batch Price to reflect changes in cost resulting from such material change.
WAIVER OF WARRANTY. BUYER ACKNOWLEDGES THAT IN MAKING THE DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, BUYER HAS RELIED SOLELY ON # THE EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER # BUYER’S OWN INDEPENDENT DUE DILIGENCE INVESTIGATION OF THE LEASES, # ITS OWN EXPERTISE AND JUDGMENT AND THE ADVICE AND COUNSEL OF ITS OWN LEGAL, TAX, ECONOMIC, ENVIRONMENTAL, ENGINEERING, GEOLOGICAL AND GEOPHYSICAL AND OTHER ADVISORS AND CONSULTANTS (AND NOT ON ANY COMMENTS OR STATEMENTS OF SELLER OR ANY REPRESENTATIVES OF, OR CONSULTANTS OR ADVISORS ENGAGED BY, SELLER EXCEPT WITH RESPECT TO THE REPRESENTATIONS AND WARRANTIES OF THE SELLER AS EXPRESSLY SET FORTH IN THIS AGREEMENT), AND # BUYER’S OWN DETERMINATION BASED ON ITS DUE DILIGENCE INVESTIGATION OF THE LEASES THAT, UPON THE CLOSING, IT WILL BE FULLY SATISFIED WITH THE CONDITION OF THE LEASES AS PROVIDED IN THIS AGREEMENT. SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT THE PURCHASE PRICE WAS NEGOTIATED AND AGREED UPON AFTER CONSIDERATION OF THIS DISCLAIMER AND WAIVER OF WARRANTY.
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