Common use of AMI Procedures Clause in Contracts

AMI Procedures. Either Party (the "Acquiring Party") which proposes to conduct an operation not covered by an Operating Agreement or to acquire an interest or right to participate in a Prospect located within the AMI after execution of this Agreement shall offer in writing to the other Party (the "Non- Acquiring Party") a right to participate in such operation or acquisition as soon as possible, giving full details of the anticipated costs and terms of such operation or acquisition and providing the Non-Acquiring Party with all information in its possession concerning the Prospect. The Non-Acquiring Party may elect to participate in such proposed operation or acquisition by (1) delivering written notice of its election to participate within the lesser of 30 days after its receipt of the proposal or prior to the day the Acquiring Party must commit to the proposed operation or acquisition and (2) paying the Acquiring Party its share of the costs of the proposed operation or acquisition prior to the time the Acquiring Party must pay for such operation or acquisition. If the Non-Acquiring Party elects not to participate in the proposed operation or acquisition or if the Non-Acquiring Party's fails to respond within such time, the Non-Acquiring Party shall have relinquished its right to acquire its share of such Prospect, and such Prospect shall no longer be subject to the terms of this Agreement. If the Non-Acquiring Party delivers notice of its election to participate but fails to timely pay its share of costs, then the Non-Acquiring Party shall also be liable to the Acquiring Party for any damages incurred by the Acquiring Party as a result of the Non-Acquiring Party's failure to pay. Upon payment of a proportionate share of the out-of- pocket costs incurred by the other Party to obtain the interest or the right to participate in such interest, each Party shall have the right to participate in any such Prospect such that the proportion of ownership in such Prospect shall be CEI 60% and BPL 40%. Either Party may propose operations, including exploration or development operations, in the AMI. In the event the proposed operations are subject to the terms of a Third Party Operating Agreement at the time the operations are proposed, then the terms of the Third Party Operating Agreement shall control. If the proposed operations are not subject to a Third Party Operating Agreement but are still subject to the terms of this Agreement, then the terms of the Operating Agreement shall control.

AMI Procedures. Either Party The Parties agree to create a separate Area of Mutual Interest for each Prospect Area (“AMI”) comprising all of the lands identified within the respective Prospect Area under the terms of Section 6.1 below, which shall be memorialized by separate agreement, identified by a number corresponding with each subsequently created Prospect Area (e.g. AMI 1, AMI ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ 2) and included within the provisions of the JOA for each separate Prospect Area. The term of the AMI as to any Prospect Area shall expire seven (7) years from the effective date of any amendment to the JOA incorporating such Prospect Area (the "Parties acknowledge that the AMI may extend beyond the Term). During the term of the AMI, if any Party hereto (the “Acquiring Party"”) which proposes to conduct an operation not covered by an Operating Agreement acquires any oil and gas leasehold interest, unleased mineral interest, or to acquire an interest or the right to participate earn any such interest, directly or indirectly (whether through merger, sale of shares or other equity interests, ▇▇▇▇▇▇ in a Prospect located joint operating agreement, participation agreement or otherwise) (through any individual or entity associated or affiliated with such Party), the Acquiring Party shall, within the AMI after execution of this Agreement shall offer in writing to fifteen (15) business days following such acquisition, notify the other Party to this AMI provision, or a counterpart thereof (the "Non- “Offeree”) of such acquisition. To the extent a lease covers acreage inside and outside the AMI, the portion situated outside the AMI shall also be offered to the Acquiring Party") a right . If the Offeree elects to participate in such operation or acquisition as soon as possible, giving full details purchase its proportionate share of the anticipated lease, the AMI shall be amended to include the acreage outside the AMI. The notice from the Acquiring Party to the Offeree shall include a copy of all instruments of acquisition and any other pertinent available data, and an itemized statement of the actual costs and terms expenses incurred by the Acquiring Party in acquiring such interest, excluding, however, costs and expenses of its own personnel. The Offeree shall have ten (10) business days after the receipt of such operation or acquisition and providing notice within which to notify the Non-Acquiring Party with all information in its possession concerning the Prospect. The Non-Acquiring Party may elect to participate in such proposed operation or acquisition by (1) delivering written notice of its election to participate within acquire its proportionate interest in the lesser of 30 days after its receipt of interest acquired by the proposal or prior Acquiring Party. The proportionate interests will be based upon the Party’s respective Working Interests, as the case may be but subject to the day Carried Acreage Cap, the Reserved Overriding Royalty Interest and the Carried Free of Costs rights of ZAZA. If the Acquiring Party must commit has not received actual notice of the election of an Offeree to acquire its proportionate interest within the proposed operation or acquisition and ten (210) paying business day period, it shall be conclusively presumed that the Offeree has rejected the offer. If the Offeree notifies the Acquiring Party within the aforesaid time period of its share of election to acquire its proportionate interest in the costs of the proposed operation or acquisition prior to the time interest acquired, the Acquiring Party shall promptly invoice the Offeree for its proportionate part of the actual third party costs incurred in the acquisition, along with a written agreement whereby the Offeree assumes its proportionate share of all terms, conditions, provisions, obligations and liabilities assumed by the Acquiring Party in connection with such acquisition. Notwithstanding any of the foregoing, however, if a well is being drilled within the AMI at the time of acquisition, the result of which, is reasonably expected to impact the value of the interest so acquired, the Acquiring Party shall so advise the Offeree, and the election to acquire a proportionate interest in the acquired interest must pay for be made within forty-eight (48) hours after receipt of such operation notice. Failure of the Offeree to timely respond in either case to the Acquiring Party shall be conclusively deemed an election by such Party not to acquire its proportionate interest in the acquired interest. In the event that a Party to this AMI provision, or a counterpart thereof, should elect not to acquire its proportionate interest in such acquisition, or should fail to timely exercise its option, then such Offeree will be deemed to have forfeited all rights to acquire any right, title and interest in and to acquired interest. If the Non-Acquiring Party Offeree elects not to participate in the proposed operation or acquisition or if the Non-Acquiring Party's fails to respond within such time, the Non-Acquiring Party shall have relinquished its right to acquire its proportionate interest and assumes its obligations, as hereinabove set forth, the Acquiring Party shall, after such Offeree has paid the invoice amount and executed and delivered the written agreement provided for above, execute and deliver a written assignment in recordable form covering the Offeree’s proportionate share of such Prospectin the acquired interest, and such Prospect an attributable net working interest (net of the ZAZA Reserved Overriding Royalty Interest in each Lease) which assignment shall no longer be made without any warranty of title, express or implied, except to claims of all persons claiming or to claim the same or any part thereof by, through or under the Acquiring Party, but not otherwise. Such assignment shall also be made subject to the terms of this Agreement. If the Non-Acquiring Party delivers notice of its election to participate but fails to timely pay its share of costs, then the Non-Acquiring Party shall also be liable to the Acquiring Party for any damages incurred by the Acquiring Party as a result of the Non-Acquiring Party's failure to pay. Upon payment of a proportionate share of the out-of- pocket costs incurred by the other Party to obtain the interest or the right to participate in such interest, each Party shall have the right to participate in any such Prospect such that the proportion of ownership in such Prospect shall be CEI 60% and BPL 40%. Either Party may propose operations, including exploration or development operations, in the AMI. In the event the proposed operations are subject to the terms of a Third Party Operating Agreement at the time the operations are proposed, then the terms of the Third Party Operating Agreement shall control. If the proposed operations are not subject to a Third Party Operating Agreement but are still subject to the terms of this Agreement, then the terms of the Operating Agreement shall control.

AMI Procedures. Either The Parties established an Area of Mutual Interest pursuant to the PSA (“AMI”). The AMI shall remain in effect until all Leases in the AMI terminate or April 1, 2020, whichever is first to occur (“AMI Term”). During the AMI Term, if any Party hereto (the "“Acquiring Party"”) which proposes to conduct an operation not covered by an Operating Agreement acquires any oil and gas leasehold interest, unleased mineral interest, or to acquire an interest or the right to participate earn any such interest, directly or indirectly (whether through ▇▇▇▇▇▇ in a Prospect located joint operating agreement, participation agreement or otherwise) (through any individual or entity associated or affiliated with such Party) (through any individual or entity associated or affiliated with such Party), the Acquiring Party shall, within the AMI after execution of this Agreement shall offer in writing to fifteen (15) business days following such acquisition, notify the other Party to this AMI provision, or a counterpart thereof (the "Non- “Offeree”) of such acquisition. To the extent a lease covers acreage inside and outside the AMI, the portion situated outside the AMI shall also be offered to the Acquiring Party") a right . If the Offeree elects to participate in such operation or acquisition as soon as possible, giving full details purchase its proportionate share of the anticipated lease, the AMI shall be amended to include the acreage outside the AMI. The notice from the Acquiring Party to the Offeree shall include a copy of all instruments of acquisition and any other pertinent available data, and an itemized statement of the actual costs and terms expenses incurred by the Acquiring Party in acquiring such interest, excluding, however, costs and expenses of its own personnel. The Offeree shall have ten (10) business days after the receipt of such operation or acquisition and providing notice within which to notify the Non-Acquiring Party with all information in its possession concerning the Prospect. The Non-Acquiring Party may elect to participate in such proposed operation or acquisition by (1) delivering written notice of its election to participate within acquire its proportionate interest in the lesser interest acquired by the Acquiring Party. The proportionate interests will be based upon the Party’s respective Working Interests, the Reserved Interest and the Carried Free of 30 days after its receipt Costs rights of the proposal or prior to the day ZAZA. If the Acquiring Party must commit has not received actual notice of the election of an Offeree to acquire its proportionate interest within the proposed operation or acquisition and ten (210) paying business day period, it shall be conclusively presumed that the Offeree has rejected the offer. If the Offeree notifies the Acquiring Party within the aforesaid time period of its share of election to acquire its proportionate interest in the costs of the proposed operation or acquisition prior to the time interest acquired, the Acquiring Party shall promptly invoice the Offeree for its proportionate part of the actual third party costs incurred in the acquisition, along with a written agreement whereby the Offeree assumes its proportionate share of all terms, conditions, provisions, obligations and liabilities assumed by the Acquiring Party in connection with such acquisition. Notwithstanding any of the foregoing, however, if a well is being drilled within the AMI at the time of acquisition, the result of which, is reasonably expected to impact the value of the interest so acquired, the Acquiring Party shall so advise the Offeree, and the election to acquire a proportionate interest in the acquired interest must pay for be made within forty-eight (48) hours after receipt of such operation notice. Failure of the Offeree to timely respond in either case to the Acquiring Party shall be conclusively deemed an election by such Party not to acquire its proportionate interest in the acquired interest. In the event that a Party to this AMI provision, or a counterpart thereof, should elect not to acquire its proportionate interest in such acquisition, or should fail to timely exercise its option, then such Offeree will be deemed to have forfeited all rights to acquire any right, title and interest in and to acquired interest. If the Non-Acquiring Party Offeree elects not to participate in the proposed operation or acquisition or if the Non-Acquiring Party's fails to respond within such time, the Non-Acquiring Party shall have relinquished its right to acquire its proportionate interest and assumes its obligations, as hereinabove set forth, the Acquiring Party shall, after such Offeree has paid the invoice amount and executed and delivered the written agreement provided for above, execute and deliver a written assignment in recordable form covering the Offeree’s proportionate share of such Prospectin the acquired interest, and such Prospect an attributable net working interest (net of the ZAZA Reserved Interest in each Lease) which assignment shall no longer be made without any warranty of title, express or implied, except to claims of all persons claiming or to claim the same or any part thereof by, through or under the Acquiring Party, but not otherwise. Such assignment shall also be made subject to the terms of this Agreement. If the Non-Acquiring Party delivers notice of its election to participate but fails to timely pay its share of costs, then the Non-Acquiring Party shall also be liable to the Acquiring Party for any damages incurred by the Acquiring Party as a result of the Non-Acquiring Party's failure to pay. Upon payment of a proportionate share of the out-of- pocket costs incurred by the other Party to obtain the interest or the right to participate in such interest, each Party shall have the right to participate in any such Prospect such that the proportion of ownership in such Prospect shall be CEI 60% and BPL 40%. Either Party may propose operations, including exploration or development operations, in the AMI. In the event the proposed operations are subject to the terms of a Third Party Operating Agreement at the time the operations are proposed, then the terms of the Third Party Operating Agreement shall control. If the proposed operations are not subject to a Third Party Operating Agreement but are still subject to the terms of this Agreement, then the terms of the Operating Agreement shall control.