Common use of Transfers of Interest Clause in Contracts

Transfers of Interest. 6.1.1 Neither Party may assign, transfer or convey by assignment, sale, farmout, exchange or otherwise (collectively, a “Transfer”) in whole or in part this Agreement or any of its oil and gas leasehold interests in any Joint Lease, except in accordance with this Article 6. Notwithstanding the immediately preceding sentence, a sale or other disposition of equity in a Party or other change of control in a Party shall not be deemed a Transfer. 6.1.2 Any assignment permitted hereunder shall be subject to all of the terms and conditions of this Agreement and any applicable Operating Agreement. 6.1.3 The foregoing notwithstanding, subject to Section 24.1.3 of the Form JOA and other similar maintenance of interest obligations in an Operating Agreement, either Party shall be entitled to Transfer an interest in this Agreement and its oil and gas leasehold interests in the Joint Leases to an Affiliate without the consent of the other Party, but the transferring Party shall remain liable for the performance of its obligations hereunder notwithstanding such transfer, and the Affiliate shall be bound by its transferor’s transfer restrictions hereunder. Notwithstanding the foregoing, if any transferee Affiliate ceases to be an Affiliate of the transferring Party within two (2) years of the Transfer to such Affiliate, then such transferred interest in this Agreement or the oil and gas leasehold interests in the Joint Leases shall be immediately reassigned to the original transferring Party before the transferee Affiliate ceases to be an Affiliate of the original transferring Party. 6.1.4 Except for the oil and gas leasehold interests in the Joint Leases comprising prospects associated with ▇▇▇▇▇ in the Obligation Well Program, Cobalt shall have the right (subject to any transfer restrictions and preferential rights to purchase imposed by any applicable Operating Agreement) to freely Transfer any of its interests in the oil and gas leasehold interests in the Joint Leases. Cobalt shall have the right (subject to any transfer restrictions imposed by any applicable Operating Agreement) to freely Transfer any of its interests in the oil and gas leasehold interests in the Joint Leases comprising prospects associated with a well in the Obligation Well Program after such applicable Obligation Well has been drilled. 6.1.5 Until the second anniversary of the Effective Date, Total shall not have the right to Transfer any of its oil and gas leasehold interests in any Joint Lease except (i) to the extent Total is exercising its rights under Section 6.2.1 as a Tag Offeree or (ii) for Transfers of oil and gas leasehold interests in the Joint Leases on which a well has been drilled. After the second anniversary of the Effective Date, Total shall have the right (subject to any transfer restrictions imposed by any applicable Operating Agreement) to freely Transfer any of its interests in the oil and gas leasehold interests in the Joint Leases.

Transfers of Interest. 6.1.1 Neither Party LLC Interest may assignbe sold, transfer or convey by assignmentassigned, salepledged, farmout, exchange exchanged or otherwise transferred (collectively, a “Transfer”) only in whole accordance with the following terms: (a) except as provided herein (and subject to the provisions of Section 15 herein), only if the Manager approves such Transfer (including without limitation a Transfer by the Manager), which approval may be granted or withheld in part this Agreement the sole discretion of the manager (and the approval of the other Members shall not be required in connection with any such Transfer); (b) the Company shall not be required to recognize any Transfer of all or any portion of its oil and gas leasehold interests in any Joint Lease, except an LLC Interests until the instrument conveying such LLC Interest has been delivered to the Manager for recordation on the books of the Company; (c) unless an assignee is admitted to the Company as a substitute Member in accordance with this Article 6. Notwithstanding Section 14, such assignee shall not be entitled to any of the immediately preceding sentencerights granted to a Member hereunder other than the right to receive the distributions and return of contributions to which the assignor otherwise would be entitled with respect to the LLC Interest (or portion thereof) Transferred; (d) the assignor shall notify the Manager of such Transfer and provide it with such information regarding the assignee and the Transfer (including, but not limited to, the name, address and taxpayer identification number of the assignor and assignee and the date of the Transfer) as is required under Section 6050K of the Code (if the Transfer is a sale or other disposition exchange described in Section 751(a) of equity the Code) and the Treasury Regulations promulgated thereunder in the manner and at the time prescribed by law; (e) no LLC Interests may be Transferred unless such LLC Interests have been registered under the Securities Act and applicable state securities laws or exemptions from such registration are available; (f) unless the manager consents, no LLC Interests may be Transferred if the Transfer of such LLC Interests will result in (i) a Party termination of the Company for federal income tax purposes, (ii) the Company failing to qualify for an exemption from the registration requirements of the federal or other change any applicable state securities laws or (iii) the Company being deemed an “association taxable as a corporation” within the meaning of control the Code; (g) the assignee shall pay all costs and expenses reasonably incurred by the Company in connection with such Transfer; (h) upon the death, bankruptcy, incompetency, insolvency or divorce of a Party Member, his or its executor, administrator, heirs, representative or successor in interest shall not be deemed entitled to any of the rights granted to a Transfer.Member hereunder other than the right to receive the distributions and return of contributions to which the predecessor holder otherwise would be entitled with respect to the LLC Interests (or portion thereof) Transferred unless such person or persons are admitted to the Company as a substitute Member or Members in accordance with this Section 14; 6.1.2 Any assignment permitted hereunder (i) any person acquiring or claiming an interest in the Company, in any manner whatsoever, shall be subject to and bound by all terms, conditions and obligations of this Agreement to which his or its predecessor in interest was subject or bound, without regard to whether such a person has executed a counterpart hereof or any other documents contemplated hereby; and (j) the division and allocation of Net Profits or Net Losses attributable to the Company Interests between the assignor and assignee during any fiscal year of the Company shall be based upon the length of time during such fiscal year, as measured by the effective date of such assignment, that the assigned Interests were owned by each of them and shall not be based upon the date or dates during such fiscal year in which income was earned or losses were sustained by the Company. (k) The effective date of any Transfer shall be on the date on which all of the terms and conditions of prerequisites to the transfer specified in this Agreement and any applicable Operating AgreementSubsection 14(k) have been satisfied. 6.1.3 The foregoing notwithstanding, subject (l) Notwithstanding anything to Section 24.1.3 of the Form JOA and other similar maintenance of interest obligations contrary contained in an Operating this Agreement, either Party shall be entitled to Transfer an interest in this Agreement and its oil and gas leasehold interests in the Joint Leases to an Affiliate without the consent of the other Party, but the transferring Party shall remain liable for the performance of its obligations hereunder notwithstanding such transfer, and the Affiliate shall be bound by its transferor’s transfer restrictions hereunder. Notwithstanding the foregoing, if any transferee Affiliate ceases to be an Affiliate of the transferring Party within two (2) years of the Transfer to such Affiliate, then such transferred interest in this Agreement or the oil and gas leasehold interests in the Joint Leases shall be immediately reassigned to the original transferring Party before the transferee Affiliate ceases to be an Affiliate of the original transferring Party. 6.1.4 Except for the oil and gas leasehold interests in the Joint Leases comprising prospects associated with ▇▇▇▇▇ in the Obligation Well Program, Cobalt shall have the right (subject to any transfer restrictions and preferential rights between any Member to purchase imposed by any applicable Operating Agreement) to freely Transfer any of its interests in the oil and gas leasehold interests in the Joint Leases. Cobalt shall have the right (subject to any transfer restrictions imposed by any applicable Operating Agreement) to freely Transfer any of its interests in the oil and gas leasehold interests in the Joint Leases comprising prospects associated with a well in the Obligation Well Program after such applicable Obligation Well has been drilled. 6.1.5 Until the second anniversary of the Effective Date, Total shall not have the right to Transfer any of its oil and gas leasehold interests in any Joint Lease except (i) to such Member’s spouse, parent, siblings, descendants (including adoptive relationships and stepchildren) and the extent Total is exercising its rights under Section 6.2.1 as a Tag Offeree or spouses of each such natural persons (collectively, “Family Members”), (ii) for Transfers a trust under which the distribution of oil and gas leasehold interests in LLC Interests may be made only to such Member and/or any Family member of such Member, (iii) a charitable remainder trust, the Joint Leases on income from which will be paid to such Member during his life, (iv) a well has been drilled. After corporation, partnership or limited liability company, the second anniversary stockholders, partners or members of which are only such Member and/or Family Members of such Member, or (v) by will or by the Effective Datelaws of intestate succession, Total to such Member’s executors, administrators, testamentary trustees, legatees or beneficiaries shall have the right (subject to any transfer restrictions imposed by any applicable Operating Agreement) to freely Transfer any of its interests in the oil and gas leasehold interests in the Joint Leasesnot be unreasonably withheld.