LEASE ACQUISITION. On the Initial Acquisition Date, in return for the Common Stock, and on each subsequent Acquisition Date, in return for the payment of purchase price in the amount of the net proceeds from the related Warehouse Funding or the issuance of a new Series of Notes, the Company hereby transfers, assigns, sells, grants and contributes to the Depositor, without recourse except as provided in Section 3.03 of the Standard Lease Acquisition Terms, all of the Company's right, title and interest in and to all of the Lease Assets related to the Lease Contracts now or hereafter listed on each Series Lease Schedule, whether now existing or hereafter arising, and the Demand Note. The Company hereby acknowledges that its transfer of the Lease Assets and the Demand Note to the Depositor is absolute and irrevocable, without reservation or retention of any interest whatsoever by the Company.

LEASE ACQUISITION. 1. Subject to the terms, conditions and reservations contained in this Agreement, Buyer shall acquire the Net Acreage Rights set forth in Section

LEASE ACQUISITION. (a) Global shall retain the Broker to acquire Leases in the AMI. Global shall supervise the Broker and manage the Program. Global shall enter into a written agreement with the Broker that, for the duration of such agreement and at least 12 months thereafter, prohibits the Broker from acquiring any Leases within the AMI except as provided in this Agreement and requires that the Program remain confidential. The Leases acquired in the AMI shall be taken in the name of the Broker. Global shall require that the Broker convey the Leases to Hallador within five (5) business days after Hallador provides Global a written request to assign the Leases. Global shall cause the Broker to attempt to lease unleased mineral interests using the Approved Form. The $xx.00 per net mineral acre flat included in the Acreage Fee shall be used, all or in part, to compensate the Broker. Hallador shall not have any further obligation to pay the Broker retained by Global in accordance with the terms of this Agreement except that Hallador shall (a) bear any costs related to any special requests made by Hallador, (b) pay the Broker a $x,xxx per county startup fee for mapping, and (c) reimburse the Broker's reasonable out of pocket costs for overnight mail and , if requested by Hallador or Global, travel that is outside of Xxxxxxxx. All of Broker's backup materials and work copies, including all maps used in connection with the program, shall be furnished and/or made available to Global and Hallador on an ongoing basis.

LEASE ACQUISITION. Xxxxxxx agrees to participate for a 33.33% share of the offer to Richfield Oils Inc., a copy of which is attache4d hereto, to earn a 25% interest in the Freehold Leases. AND Rodera agrees to participate for a 33.33% share of the offer to Richfield Oils Inc., a copy of which is attached hereto, to earn a 25% interest in the Freehold Leases. All other clauses in the February 5, 1998 offer to participate remain as is. Please confirm your understanding of the above by signing where indicated below. Yours truly, PACIFIC RODERA VENTURES INC. Per: /s/ "Xxxxx Xxxx" Xxxxx Xxxx CFO ACCEPTED & AGREED TO THIS 1ST day of SEPTEMBER, 1999 INTERNATIONAL FRONTIER RESOURCES CORP. /s/ "Wm. Xxxxxxx Xxxxxxx"

LEASE ACQUISITION. In return for the Common Stock and other rights created by this Agreement, the Contributor hereby transfers, assigns, sells, grants and contributes, or shall contribute, to the Issuer, without recourse except as provided in Section 3.03 of this Agreement, on the Closing Date or the Subsequent Transfer Date, as the case may be, any and all of the Contributor's respective right, title and interest in and to all of the Lease Assets set forth on Schedule I to the Lease Asset Assignment or the Subsequent Lease Assignment, as the case may be. The Contributor hereby acknowledges that its transfer of the Lease Assets to the Issuer is absolute and irrevocable, without reservation or retention of any interest whatsoever by the Contributor.

LEASE ACQUISITION. 2.1 Offering Letter Leases Navitas has acquired, or has the right to acquire, the Offering Letter Leases. Pursuant to the Offering Letters, PQ has previously paid to Navitas the sum of Six Million Nine Hundred Eighty-Two Thousand Five Hundred Thirty-Four and 90/100 Dollars ($6,982,534.90) in partial payment for all of Navitas’ rights, title and interest in and to the Offering Letter Leases. Within three business days after the Effective Date, as full and final consideration PQ will reimburse Navitas in the amount of One Million Three Hundred Eighty Thousand Three Hundred Seventy-Six and 00/100 Dollars ($1,380,376.00) for amounts previously paid by Navitas towards the total bonus consideration due for the Offering Letter Leases. Upon payment of the reimbursement amount to Navitas, PQ shall own all of Navitas’ right, title and interest of every kind in and to the Offering Letter Leases, including its rights and obligations under the Side Letter Agreements applicable thereto. Once the reimbursement has been received, Navitas shall execute an assignment of any Offering Letter Leases currently held by Navitas and Navitas shall execute such further assignments or other documents or instruments as may be requested by PQ from time to time to evidence PQ’s ownership of such leases or rights thereto. The Parties acknowledge that additional lease bonus payments are still due for certain of the Offering Letter Leases as set forth on Exhibit “B”. After the Effective Date, PQ shall be responsible for and shall pay such bonus payments directly to the lessors or their designated agents. 2.2 Target Date Leases In the event Navitas has acquired, whether directly or indirectly through an affiliate, by contract or otherwise, any Target Date Leases, it shall be obligated to promptly notify PQ and offer them to PQ for [***] per acre generation fee; provided that PQ shall have no obligation to acquire any such leases. 2 CONFIDENTIAL INFORMATION, MARKED BY BRACKETS AND ASTERISKS ([***]), IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. 2.3 Pre-Agreement Leases PQ shall purchase the Pre-Agreement Leases from Navitas. The total consideration paid by PQ for the Pre-Agreement Leases shall be Seven Million Ten Thousand Three Hundred Seventy-Three and 00/100 Dollars ($7,010,373) cash ([***]) plus two million shares of PetroQuest Energy, Inc. common stock...

Related to LEASE ACQUISITION

Hostile Acquisitions Directly or indirectly use the proceeds of any Loan in connection with the acquisition of part or all of a voting interest of five percent (5%) or more in any corporation or other business entity if such acquisition is opposed by the board of directors of such corporation or business entity.
The Acquisition Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the parties shall do the following:
Acquisition For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization (or, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Company); or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.
Mergers, Acquisitions, Etc Merge or consolidate with any other entity or acquire all or a material part of the assets of any person or entity, or form or create any new Subsidiary or affiliate, or commence operations under any other name, organization, or entity, including any joint venture.
Consummation of Acquisition Concurrently with the making of the initial Loans, (i) the Buyer shall have purchased pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner that is materially adverse to the Lenders’ interests) without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens, of all of the Acquisition Assets, (ii) the proceeds of the initial Loans shall have been applied in full to pay a portion of the Purchase Price payable pursuant to the Acquisition Documents for the Acquisition Assets and the closing and other costs relating thereto, and (iii) the Buyer shall have fully performed all of the obligations to be performed by it under the Acquisition Documents.
Future Acquisitions The Borrower will and will cause each Subsidiary to provide environmental audits and tests as reasonably requested by the Administrative Agent or the Lenders (or as otherwise required to be obtained by the Administrative Agent or the Lenders by any Governmental Authority) in connection with any future acquisitions of material Oil and Gas Properties or other material Properties.
Limited Condition Acquisition For purposes of (i) determining compliance with any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with any subsequent calculation of any ratio, test or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated without the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.
Consummation of the Acquisition On or prior to the Closing Date, there shall have been delivered to the Administrative Agent true and correct copies of all Acquisition Documents, certified as such by an appropriate officer of the Borrower, and all terms and conditions of the Acquisition Documents shall be in form and substance reasonably satisfactory to the Lead Arrangers. The Acquisition, including all of the terms and conditions thereof and including, without limitation, the Merger, shall have been duly approved by the board of directors and (if required by applicable law) the shareholders of each of the Borrower (prior to the consummation of the Merger), the Target and each other Group Company party thereto, and all Acquisition Documents shall have been duly executed and delivered by the parties thereto and shall be in full force and effect. The representations and warranties set forth in the Acquisition Documents shall be true and correct in all material respects as if made on and as of the Closing Date (except to the extent such representations and warranties expressly refer to a prior date, in which case such representations and warranties shall have been true and correct as of such prior date), and each of the parties to the Acquisition Documents shall have complied in all material respects with all covenants set forth in the Acquisition Documents to be complied with by it on or prior to the Closing Date (without giving effect to any modification, amendment, supplement or waiver of any of the material terms thereof unless consented to by the Lead Arrangers, which consent shall not be unreasonably withheld or delayed). Each of the material conditions precedent to the Group Companies’ obligations to consummate the Acquisition as set forth in the Acquisition Documents shall have been satisfied to the reasonable satisfaction of the Lead Arrangers or waived with the consent of the Lead Arrangers, and, on or prior to the Closing Date and prior to the borrowing of the initial Loans, the Acquisition shall have been consummated for aggregate consideration not in excess of $510,000,000 (excluding purchase price adjustments) (excluding related transaction fees and expenses not exceeding $20,000,000) in accordance with all applicable laws and the Acquisition Documents (without giving effect to any material amendment or modification thereof or material waiver with respect thereto including, but not limited to, any material modification, amendment, supplement or waiver relating to any disclosure schedule or exhibit, unless such modification, amendment, supplement or waiver could not reasonably be expected to be materially adverse in any respect to the Lenders or unless consented to by the Lead Arrangers). On the Closing Date, the certificate of merger with respect to the Merger shall have been filed with the appropriate Governmental Authority having primary jurisdiction over affairs of corporations in Delaware.
Limited Condition Acquisitions Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any basket based on Consolidated EBITDA or total assets, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, but excluding Section 4.02 to the extent set forth therein) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio or any basket based on Consolidated EBITDA or total assets, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that no such acquisition shall constitute a Limited Condition Acquisition unless the Payment Conditions are satisfied on a Pro Forma Basis on the applicable LCA Test Date. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.
Mergers, Acquisitions Novations and Change-of-Name Agreements The Contractor shall submit timely notice of Merger and Acquisitions or contractual copies of Novation or Change-of-Name Agreements, if applicable

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