Acquired Interests. If during the period between the date of this Agreement and the third anniversary of the Closing Date (the “AMI Term”) ROI or its affiliates, either solely or jointly with any other person or entity, should acquire or be granted an oil and gas lease, mineral interest, or other oil and gas interest covering any properties located in AMI (an “Acquired Interest”), then ROI shall (or shall cause its affiliates to) notify GMXR of the acquisition (such notice to GMXR being referred to herein as the “Acquisition Notice”), such Acquisition Notice to be given within thirty (30) days after the acquisition by ROI or its affiliate; provided, however, that with respect to acquisitions of Acquired Interests prior to Closing (“Pre-Closing Acquired Interests”), the Acquisition Notice shall be provided as soon as possible after the consummation of the acquisition, but in any event not later than the Closing Date. GMXR shall have the right, but not the obligation, to acquire all of the Acquired Interest for a purchase price equal to the lease bonus paid or purchase price paid by ROI or its affiliate (the “Acquisition Cost”) to acquire the Acquired Interests; provided, however that the purchase price for any Pre-Closing Acquired Interests shall be an amount equal to the greater of (i) $1,250 per net acre of the Acquired Interest or (ii) 120% of the Acquisition Cost for such Pre-Closing Acquired Interest. The Acquisition Notice shall include a reasonably detailed description of the Acquired Interest, the lands and depths covered thereby, and the consideration paid therefor, and shall also include true, correct and complete copies of any farmout agreement, purchase agreement, lease, option, assignment, or other instruments or agreements pursuant to which the interest was acquired or to which it is subject. At GMXR’s request, ROI shall meet with GMXR to discuss and share any data that ROI used to support the purchase of the Acquired Interests. GMXR shall, within forty-five (45) days following the later of the Closing Date or GMXR’s receipt of the Acquisition Notice, notify ROI in writing whether or not GMXR elects to purchase any Acquired Interest. A failure to timely respond to the Acquisition Notice shall be deemed an election not to purchase the Acquired Interest. If ROI or any of its affiliates acquires more than one Acquired Interest, GMXR may make separate elections as to each Acquired Interest. If GMXR elects to purchase any Acquired Interests, then GMXR shall on the later of (i) the Closing Date or (ii) a date within forty-five (45) days following the Acquisition Notice, pay by wire transfer the Acquisition Proceeds, and ROI shall deliver to GMXR an executed and acknowledged assignment thereof, substantially in the form of Exhibit C attached hereto, in sufficient counterparts to facilitate recording, together with executed state or federal assignment forms, as applicable. The Acquired Interest shall be delivered to GMXR free and clear of any liens, claims or encumbrances arising by, through or under ROI or its affiliates, other than burdens reserved or retained by ROI’s lessors, grantors, or assignors, as the case may be. As used herein, “affiliate,” means, when used with respect to any Person (as hereinafter defined), any individual, corporation, partnership, joint venture, trust, limited liability company, limited liability limited partnership, unincorporated organization or other entity (each, a “Person”) which is directly or indirectly controlled by, controlling or under common control with such Person. For purposes of this definition, “control” means, when used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management of such Person, whether through ownership of voting securities, by contract, or otherwise.
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Acquired Interests. If Subject to Section 5.4 herein, if during the period between commencing upon the date designation of this Agreement an AMI and the third anniversary of the Closing Date ending on December 31, 2007 (the “"AMI Term”") ROI either Party acquires any right, title or its affiliatesinterest in, either solely to or jointly with under any other person or entityfee land, should acquire or be granted an oil and gas lease, mineral interest, interest or other interest in oil and or gas interest (including, but not limited to, farmin agreements or similar contractual rights to acquire such interests) covering any properties located in lands within an AMI (an “the "Acquired Interest”"), then ROI shall (or shall cause its affiliates to) notify GMXR of the Party making the acquisition (shall offer to the other Party an undivided interest in the Acquired Interest in proportion to such notice to GMXR being referred to herein Party's Participation Interest. Such offer shall be made as the “Acquisition Notice”)soon as possible, such Acquisition Notice to be given within but in no event later than thirty (30) days after such acquisition, and shall include copies of all executed assignments and agreements relating to the acquisition by ROI or its affiliate; provided, however, that with respect and an itemized statement of all Acquisition Costs. The Party to acquisitions of Acquired Interests prior to Closing (“Pre-Closing Acquired Interests”), which the Acquisition Notice shall be provided as soon as possible after the consummation of the acquisition, but in any event not later than the Closing Date. GMXR offer is made shall have a period of thirty (30) days after receipt of such offer within which to elect in writing to accept the right, but not the obligation, offer and to acquire all of the Acquired Interest make payment for a purchase price equal to the lease bonus paid or purchase price paid by ROI or its affiliate (the “Acquisition Cost”) to acquire the Acquired Interests; provided, however that the purchase price for any Pre-Closing Acquired Interests shall be an amount equal to the greater of (i) $1,250 per net acre of the Acquired Interest or (ii) 120% portion of the Acquisition Cost for such Pre-Closing Acquired Interest. The Acquisition Notice shall include a reasonably detailed description Costs of the Acquired Interest, the lands and depths covered thereby, and the consideration paid therefor, and shall also include true, correct and complete copies of any farmout agreement, purchase agreement, lease, option, assignment, or other instruments or agreements pursuant to which the interest was acquired or to which it is subject. At GMXR’s request, ROI shall meet with GMXR to discuss and share any data that ROI used to support the purchase of the Acquired Interests. GMXR shall, within forty-five (45) days following the later of the Closing Date or GMXR’s receipt of the Acquisition Notice, notify ROI in writing whether or not GMXR elects to purchase any Acquired Interest. A failure to timely respond to the Acquisition Notice shall be deemed an election not to purchase the Acquired Interest. If ROI the Party to whom the offer is made fails to reply within such thirty (30) day period, or any fails to pay its proportionate share of its affiliates acquires more than one Acquired Interest, GMXR may make separate elections as to each Acquired Interest. If GMXR elects to purchase any Acquired InterestsAcquisition Costs within such period, then GMXR it shall on the later of (i) the Closing Date or (ii) a date within forty-five (45) days following the Acquisition Notice, pay by wire transfer the Acquisition Proceeds, and ROI shall deliver be deemed to GMXR an executed and acknowledged assignment thereof, substantially have elected not to participate in the form of Exhibit C attached heretoacquisition. In the event that EPL elects not to participate in the acquisition and as a result thereof owns no interest in any lands within the area covered by the Prospect prior to an Initial Well Proposal by Castex, in sufficient counterparts to facilitate recording, together with executed state or federal assignment forms, as applicable. The Acquired Interest such Prospect shall be delivered to GMXR free and clear of any liens, claims or encumbrances arising by, through or under ROI or its affiliates, other than burdens reserved or retained by ROI’s lessors, grantors, or assignors, as the case may be. As used herein, “affiliate,” means, when used a Declined Prospect with respect to EPL. In the event that Castex elects not to participate in the acquisition and as a result thereof owns no interest in any Person (as hereinafter defined)lands within the area covered by the Prospect prior to an Initial Well Proposal by EPL, any individual, corporation, partnership, joint venture, trust, limited liability company, limited liability limited partnership, unincorporated organization or other entity (each, such Prospect shall be a “Person”) which is directly or indirectly controlled by, controlling or under common control with such Person. For purposes of this definition, “control” means, when used Declined Prospect with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management of such Person, whether through ownership of voting securities, by contract, or otherwiseCastex.
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