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EXHIBIT 10.37
ANADARKO BASIN
SEISMIC OPERATIONS AGREEMENT II
This Anadarko Basin Seismic Operations Agreement II (this "Agreement")
is dated effective as of the 1st day of April, 1997, and is by and between
▇▇▇▇▇▇▇ OIL & GAS, L.P. ("BOG") and VERITAS DGC LAND, INC. ("Veritas") (BOG and
Veritas being sometimes individually referred to herein as a "Party" and
collectively referred to herein as the "Parties");
WHEREAS, BOG and Veritas Geophysical, Ltd. (being the predecessor in
interest to Veritas) entered into that certain Anadarko Basin Seismic
Operations Agreement dated February 15, 1996 (the "Previous Agreement")
providing for Veritas' acquisition of 3-D seismic operations for BOG within the
areas described therein; and
WHEREAS, BOG has designated the last project area within which Veritas
is to perform 3-D seismic operations for BOG under the Previous Agreement and
that the Previous Agreement shall terminate by its own terms upon the
completion of Veritas' 3-D seismic operations for such last project area; and
WHEREAS, BOG has identified a number of additional project areas
within the lands described in Exhibit A which is attached hereto and
incorporated herein for all purposes (the lands described in Exhibit A being
hereinafter referred to as the "Alliance Area"), within which BOG desires to
pursue oil and gas exploration and/or development operations with project
participants; and
WHEREAS, BOG desires to have Veritas to continue to conduct
three-dimensional seismic operations within the Alliance Area as provided in
this Agreement; and
WHEREAS, Veritas desires to perform such three-dimensional seismic
operations within the Alliance Area pursuant to the terms set forth in this
Agreement;
NOW, THEREFORE, for and in consideration of the mutual covenants
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows:
ARTICLE I.
RELATIONSHIP OF PARTIES
AND EFFECT UPON PREVIOUS AGREEMENT
Section 1.1. No Partnership. The liabilities of the Parties
hereunder shall be several, not joint or collective. It is not the intention
of the Parties to create, nor shall this Agreement be deemed as creating, a
mining, tax or other partnership or association or to render the Parties liable
as partners. However, if for federal income tax purposes, this Agreement and
the operations hereunder are regarded as a partnership, each Party thereby
affected elects to be excluded from the application of all of the provisions of
Subchapter "K," Chapter 1, Subtitle "A," of the Internal Revenue Code of 1986,
as amended (hereinafter referred to as the "Code"), as permitted and authorized
by Section 761 of the Code and the regulations promulgated thereunder. Should
there be any requirement that each Party hereby affected give further evidence
of this election, each such Party shall execute such documents and furnish such
other evidence as may be required by the Federal Internal Revenue Service or as
may be necessary to evidence this election. No Party shall give any notice or
take any other action inconsistent with the election made hereby. In making
the foregoing election, each Party states that the income derived by such Party
from operations hereunder can be adequately determined without the computation
of partnership taxable income.
Section 1.2. Effect Upon Previous Agreement. The Parties
recognize and agree that, except as provided in Section 3.6 below this
Agreement shall not effect the Parties' rights and responsibilities under the
Previous Agreement and the Parties' rights and responsibilities with respect to
the 3-D operations which were conducted under and pursuant to the Previous
Agreement shall be governed solely by the Previous Agreement. Similarly,
except as provided in Section 3.6 below the Previous Agreement shall not effect
or in any way apply to the 3-D operations which are conducted pursuant to the
terms of this Agreement.
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ARTICLE II.
CONDUCT OF SEISMIC OPERATIONS
Section 2.1.BOG Project Areas. The Parties recognize and acknowledge
that BOG will be designating geographic areas within the Alliance Area (the
separate geographic areas being herein referred to as "Project Areas") for the
conduct of three-dimensional seismic operations (hereinafter referred to as
"3-D Operations") hereunder for the benefit of BOG and its participants. For
purposes of this Agreement BOG's participants (hereinafter referred to as "BOG
Participants") shall mean (i) those parties that have entered into an agreement
with BOG providing for such parties' joint participation with BOG in an entire
Project Area, and (ii) those entities in which BOG either owns more than fifty
one percent (51%) of the ownership equity in such entity or controls the day to
day operations of such entity. The Parties recognize and acknowledge that
third parties that enter into agreements with BOG under which such parties
either assign or are assigned interests covering less than an entire Project
Area are not BOG Participants for purposes of this Agreement. For example, in
the event that BOG simply enters into a farm-in agreement with the owner of an
oil and gas leasehold estate covering less than an entire Project Area, such
party will not be considered a BOG Participant for purposes of this Agreement.
Section 2.2. BOG Commitment to ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇.
A. Subject to the other terms and provisions which are contained
in this Agreement, within a period of thirty-six months (to be reduced to
twenty-two months in the event that Veritas gives the notice described in
Section 2.6 below) of the date on which Veritas commences field seismic
acquisition operations for the first Project Area which is the subject of this
Agreement (such time period being hereinafter referred to as the "Agreement
Term"), BOG agrees to utilize a Veritas seismic crew (hereinafter referred to
as the "Alliance Seismic Crew") to conduct 3-D Operations within Project Areas
covering a total of at least one thousand square miles (to be reduced to five
hundred square miles in the event that Veritas gives the notice described in
Section 2.6 below) within the Alliance Area (such number of square miles to be
covered by 3-D Operations under this Agreement being hereinafter referred to as
the "Contract Mileage"); provided, however, that at BOG's option the Agreement
Term shall be extended for any days during which the Alliance Seismic Crew does
not conduct operations hereunder due to weather conditions or any other causes
which are not the fault of BOG. The Parties recognize and acknowledge that in
order to complete 3-D Operations across the entire final Project Area which is
to be shot pursuant to the terms of this Agreement, at BOG's option, the
Contract Mileage may be increased in size, provided that it is not increased by
more than one hundred square miles without Veritas' consent. The Parties also
agree that two Alliance Seismic Crews shall be utilized simultaneously to
conduct the field seismic operations for the first two Project Areas which are
the subject of this Agreement and that upon the Parties' mutual agreement, two
Alliance Seismic Crews may be utilized simultaneously at other times during the
Agreement term to conduct field seismic acquisition operations within the
Project Areas.
B. For purposes of this Agreement the number of square miles
which are covered by the 3-D Operations shall be determined by the total number
of source and receiver points which are shot as part of the 3-D Operation for
the Project Area.
(i) For the 1,320' receiver line spacing parameters one hundred
ninety two total source and receiver points shall be deemed to be one
square mile; provided, however, that in the event that the total
number of receiver points are greater than fifty-one percent of the
total source and receiver points for any Project Area, any receiver
points exceeding such fifty-one percent amount shall not be counted
for purposes of determining the number of square miles covered by the
3-D Operations, and in the event that the total number of source
points are greater than fifty-one percent of the total source and
receiver points for the Project Area, any source points exceeding such
fifty-one percent amount shall not be counted for purposes of
determining the number of square miles covered by the 3-D Operations.
However, in the event that the total number of receiver points exceed
fifty-one percent of the total source and receiver points for a
Project Area and BOG approves such excess receiver points, though
those excessive receiver points will not be
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Seismic Operations Agreement II 2
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counted for purposes of determining the number of square miles which
are covered by the 3-D Operations, BOG shall be charged for the number
of receiver points exceeding such fifty-one percent of total points at
a rate of sixty-seven dollars ($67.00) per additional receiver point.
In the event that the total number of source points exceed fifty-one
percent of the total source and receiver points for a Project Area and
BOG approves such excessive source points, though those excessive
source points will not be counted for purposes of determining the
number of square miles which are covered by the 3-D Operations, BOG
shall be charged for the number of source points exceeding such
fifty-one percent of total points at a rate of one hundred twelve
dollars ($112.00) per additional source point. In the event that
Veritas must cable around a tract that is to be excluded from the 3-D
Operations and the amount of cable which is utilized to cable around
such tract would normally have more than five receiver points on it,
then the number of receiver points along the cable length which is
used to cable around such tract shall be counted as receiver points
for purposes of determining the number of square miles which are
covered by the 3-D Operations.
(ii) For the 660' receiver line spacing parameters two hundred
eighty-eight total source and receiver points shall be deemed to be
one square mile; provided, however, that in the event that the total
number of receiver points are greater than sixty-seven and one-half
percent of the total source and receiver points for any Project Area,
any receiver points exceeding such sixty-seven and one-half percent
amount shall not be counted for purposes of determining the number of
square miles covered by the 3-D Operations, and in the event that the
total number of source points are greater than sixty-seven and
one-half percent of the total points for the Project Area, any source
points exceeding such sixty-seven and one-half percent amount shall
not be counted for purposes of determining the number of square miles
covered by the 3-D Operations. However, in the event that the total
number of receiver points exceed sixty-seven and one-half percent of
the total source and receiver points for a Project Area and BOG
approves such excess receiver points, though those excessive receiver
points will not be counted for purposes of determining the number of
square miles which are covered by the 3-D Operations, BOG shall be
charged for the number of receiver points exceeding such sixty-seven
and one-half percent of total points at a rate of seventy-nine dollars
($79.00) per additional receiver point. In the event that the total
number of source points exceed sixty-seven and one-half percent of the
total source and receiver points for a Project Area and BOG approves
such excessive source points, though those excessive source points
will not be counted for purposes of determining the number of square
miles which are covered by the 3-D Operations, BOG shall be charged
for the number of source points exceeding such sixty-seven and
one-half percent of total points at a rate of one hundred thirty-two
dollars ($132.00) per additional source point. In the event that
Veritas must cable around a tract that is to be excluded from the 3-D
Operations and the amount of cable which is utilized to cable around
such tract would normally have more than five receiver points on it,
then the number of receiver points along the cable length which is
used to cable around such tract shall be counted as receiver points
for purposes of determining the number of square miles which are
covered by the 3-D Operations.
Section 2.3. Parameters and Equipment. For each Project Area BOG
shall select: 1) the seismic parameters that are to be utilized for the 3-D
Operations to be conducted within such Project Area from the parameters which
are set forth in Exhibit D; and 2) the equipment which is to be utilized for
the 3-D Operations to be conducted within such Project Area from the equipment
list which is set forth in Exhibit E. However, if for any Project Area BOG
desires to utilize parameters other than those which are set forth in Exhibit D
or equipment other than that which is listed in Exhibit E, BOG and Veritas
shall attempt to mutually agree upon the reasonable charges to be incurred for
such parameters or equipment. Should the Parties fail to reach agreement on
such charges, such Project Area shall be removed from this Agreement and shall
not be considered part of the Contract Mileage which is set forth in this
Agreement; such Contract Mileage commitment amount shall not, however, be
reduced as the result of any such removal of a Project Area.
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Seismic Operations Agreement II 3
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Section 2.4. Notification of Project Area Outline and Parameters
and Equipment. No less than twenty-one days prior to the expected commencement
of the field seismic acquisition operations for each of its Project Areas, BOG
will notify Veritas in writing of 1) the location and general outline of the
specific Project Area, 2) the parameters to be utilized for the Project Area,
3) the equipment to be utilized for the Project Area, and 3) the approximate
patch to be used for source and receiver lines within the Project Area. In no
event, without BOG's prior consent, shall Veritas commence surveying in source
and receiver locations more than thirty days prior to the date that field
seismic acquisition operations are expected to commence for the Project Area.
Following the notice described in this Section 2.4 and continuing until the
field seismic acquisition operations for the applicable Project Area have been
completed, BOG and Veritas shall stay in regular contact and utilize all
reasonable efforts to continue to work with each other in their efforts to
permit the lands that BOG desires to include in the Project Area and conduct
the field seismic operations across all of the lands which BOG and/or Veritas
are able to permit prior to the completion of such field seismic acquisition
operations for the Project Area.
Section 2.5. Veritas 3-D Seismic Crew Commitment. During the
Agreement Veritas hereby agrees to give BOG priority use of one Alliance
Seismic Crew for the continuous conduct of 3-D Operations covering the Contract
Mileage as provided in Section 2.2 above; provided, however, that Veritas
agrees to utilize two Alliance Seismic Crews for the simultaneous conduct of
field seismic operations for the first two Project Areas that are designated by
BOG hereunder. Veritas shall commence field seismic acquisition operations for
the first Project Area designated hereunder no earlier than July 1, 1997 and no
later than July 21, 1997 and shall commence field seismic operations for the
second Project Area designated hereunder no earlier than July 7, 1997 and no
later than August 7, 1997. Following the commencement of field seismic
operations for the first two Project Areas as described above, BOG shall make a
reasonable effort to have Project Areas ready for surveying and field
acquisition such that one Alliance Seismic Crew may go directly from the
completion of 3-D Operations within one Project Area to the start of 3-D
Operations for the next Project Area. As long as BOG has a Project Area ready
for surveying and field seismic acquisition, Veritas agrees that the Alliance
Seismic Crew will go from Project Area to Project Area without interruption
unless and until such time as BOG does not have a Project Area ready for
surveying and field seismic acquisition. In the event that BOG notifies
Veritas that BOG will not have a Project Area ready for surveying in source and
receiver points upon the completion of the current Project Area, Veritas shall
make every reasonable effort to place the Alliance Seismic Crew on a
third-party project area with as little stand-by time as possible incurred
prior to the commencement of the next BOG Project Area. However, in the event
that following the completion of 3-D Operations for a BOG Project Area the
Alliance Seismic Crew is moved to a third-party project area as provided above,
at BOG's request, Veritas will schedule the Alliance Seismic Crew to move to a
designated BOG Project Area as soon as possible following the completion of the
intervening third-party project areas which have been scheduled by Veritas
prior to its receipt of BOG's notice. In the event that following the
completion of 3-D Operations for a BOG Project Area a subsequent BOG Project
Area is not ready for surveying and, despite Veritas' efforts to place the
Alliance Seismic Crew on a third-party project area, the Alliance Seismic Crew
experiences stand-by time, unless BOG has given Veritas at least sixty days
advance notice, as provided below in this Section 2.5, that no Project Area
will be ready, BOG shall compensate Veritas for stand-by time incurred by the
Alliance Seismic Crew as follows (a) for the first three days of stand-by time
BOG shall pay Veritas fifteen thousand dollars per day, and (b) for any
stand-by time incurred after three days, BOG shall pay Veritas ten thousand
dollars per day; provided, however, in no event shall BOG be required to pay
Veritas more than four hundred fifty thousand dollars in total stand-by charges
for stand-by time incurred between the completion of any one BOG Project Area
and the commencement of the next succeeding BOG Project Area. Anything to the
contrary contained herein notwithstanding, in the event that BOG gives Veritas
at least sixty days advance notice that BOG will not have any Project Areas
ready for field seismic acquisition, anything to the contrary contained in this
Section 2.5 notwithstanding, BOG shall not be required to pay any stand-by time
charges for any stand-by time that may be incurred by Veritas more than sixty
days after Veritas' receipt of such notice. In the event that BOG gives
Veritas sixty days notice that BOG will not have any Project Areas ready for
field seismic acquisition, after such sixty day time period BOG shall not be
responsible for stand-by charges, unless and until BOG gives Veritas written
notice of a date by which BOG will have a Project Area ready for 3-D Operations
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and then BOG subsequently fails to have a Project Area ready for surveying
within the time frame BOG has given Veritas. Any stand-by charges incurred
pursuant to this Section 2.5 shall be invoiced by Veritas on a monthly basis
and paid in full by BOG within thirty days of its receipt of an invoice
correctly reflecting the amount of such charges.
Section 2.6. Veritas Option to Reduce Contract Mileage. In the
event that, and only in the event that, Veritas has not received payments under
Sections 3.4, 3.5 and/or 4.2 of the Previous Agreement totaling at least two
million seven hundred thousand dollars ($2,700,000.00) on or before December
31, 1997, Veritas shall have the option to reduce the Contract Mileage to five
hundred square miles (subject to increase by up to one hundred square miles to
finish the last Project Area designated as provided in Section 2.5 above). To
exercise the option described in this Section 2.6, Veritas must notify BOG in
writing that it is exercising the option on or before 5:00 p.m. CST on January
15, 1998. In the event that Veritas has either (i) received at least
$2,700,000.00 of total payments pursuant to Sections 3.4, 3.5 and/or 4.2 of the
Previous Agreement prior to December 31, 1997, or (ii) Veritas fails to give
the written notice described in this Section 2.6 on or before the 5:00 p.m. CST
on January 15, 1998, then in either of such events, the Contract Mileage shall
remain to be one thousand square miles (subject to increase by up to one
hundred square miles to finish the last Project Area designated as provided in
Section 2.5 above).
Section 2.7. Excessive Weather Delays. Anything to the contrary
contained in Section 2.5 above notwithstanding, in the event that weather
problems prevent the Alliance Seismic Crew from conducting field seismic
acquisition operations within a Project Area for more than two continuous days
and it does not reasonably appear that the Alliance Seismic Crew will be able
to begin conducting field seismic acquisition operations for at least another
six days, unless BOG notifies Veritas that BOG desires to have the Alliance
Seismic Crew stay on location at the Project Area, Veritas shall utilize all
reasonable efforts to move the Alliance Seismic Crew to a third-party project
area, however, unless BOG agrees otherwise, the Alliance Seismic Crew shall
return to the abandoned Project Area no later than twenty days after it left
such Project Area. In the event that the Alliance Seismic Crew is moved to a
third-party project area as provided above, anything to the contrary contained
in this Agreement notwithstanding, BOG shall not incur any weather day delay
charges until after the Alliance Seismic Crew returns to the abandoned Project
Area and has commenced field seismic acquisition for such Project Area and
additional weather delays are incurred.
Section 2.8. General Terms and Provisions for 3-D Operations. All
3-D Operations provided for herein shall be conducted by Veritas in accordance
with the general terms and provisions which are set forth in Exhibit F which is
attached hereto and incorporated herein for all purposes. However, in the
event that there are any ambiguities or conflicts between the terms, provisions
and/or conditions which are set forth in the body of this Agreement and the
terms, provisions and/or conditions which are contained in Exhibit F, the
terms, provisions and conditions set forth in the body of this Agreement shall
control. Veritas covenants and warrants to BOG that during the term of this
Agreement the Alliance Seismic Crew shall use all reasonable efforts to keep
and maintain all of the equipment, supplies and personnel necessary to
efficiently perform the operations described in this Article II on a continuous
basis, including, without limitation, the equipment, supplies and personnel
described on Exhibit E which are selected by BOG for the applicable Project
Area.
Section 2.9. Veritas Failure to Perform. Anything to the contrary
contained herein notwithstanding, in the event that at any time the Alliance
Seismic Crew fails or is unable to perform seismic operations in full
compliance with all of the requirements set forth in this Agreement for more
than ten continuous days, in addition to and without limitation of any other
remedies which may be available to BOG at law or in equity, BOG shall have the
right to terminate this Agreement as to all future obligations to utilize the
Alliance Seismic Crew; provided, however, that if such failure to perform
seismic operations is due solely to weather or surface conditions which are
beyond Veritas' control or if BOG causes the nonperformance, BOG shall not have
the right to terminate this Agreement as provided herein.
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Seismic Operations Agreement II 5
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Section 2.10. Definition of Completion of 3-D Operations. The
Parties agree that for all purposes of this Agreement, the 3-D Operations for
a Project Area shall be deemed to have been completed when BOG receives from
Veritas: 1) all of the final correlated field tapes resulting from all of the
3-D Operations conducted within the Project Area on 9-track tape or 3480
cartridges in a state that is suitable for processing; 2) all survey
information obtained within the Project Area in Seg-P1 format and on a hard
copy and digital format, including without limitation all shot and receiver
point locations and GPS stations located within the Project Area and all
non-seismic survey points obtained; and 3) all observor reports, field notes,
and any other survey and support data obtained. For each Project Area Veritas
agrees to provide all of the data and information which is described in this
Section 2.10 as soon as same is available and Veritas agrees to make every
reasonable effort to cause all of such data and information to be made
available as soon as is possible.
ARTICLE III
CONSIDERATION DUE TO VERITAS
Section 3.1. Payment of One-Third Seismic Acquisition Costs. For
each Project Area for which Veritas conducts and completes 3-D Operations as
provided herein, BOG shall owe Veritas one-third of 1) the turnkey charge which
is calculated as provided in Section 3.2 below based on the parameters,
dimensions and size of the applicable Project Area which are selected by BOG
for the applicable Project Area (hereinafter referred to as the "Turnkey
Charge") for the number of square miles over which 3-D Operations are conducted
within such Prospect Area, 2) the mobilization fee which is set forth in
Exhibit B for the number of road miles between the Project Area and the
previous Project Area (hereinafter referred to as the "Mobilization Fee"), and
3) the reimbursable costs which are not included in the Turnkey Charge as
reflected in Exhibit B, save and except any third-party line clearance charges
and permitting and surface damage settlement costs (the Turnkey Rate, the
Mobilization Fee and all of the reimbursable costs described in Exhibit B, save
and except any third-party line clearance charges and permitting and surface
damage settlement costs, being hereinafter collectively referred to as "Seismic
Acquisition Costs"). BOG shall pay such one-third share of the Seismic
Acquisition Costs within thirty days of BOG's receipt of an invoice correctly
indicating the costs which have been incurred.
Section 3.2. Determining the Turnkey Charge. The Turnkey Charge
for each Project Area shall be determined as follows:
A. The number of square miles which are covered by the 3-D
Operations within the Project Area are to be determined by the total number of
source and receiver points that are included within such Project Area as
provided in Section 2.2 above. The total number of square miles which are
covered by the 3-D Operations within the applicable Project Area being referred
to in this Section 3.2 as the "TA."
B. BOG shall determine the source and receiver line spacing
(either 1320' or 660'), the patch (10x96 or 8x120) and the source and receiver
line directions.
C. The various lengths of the receiver lines within the Project
Area shall be determined, each individual receiver line length being rounded to
the nearest one-half mile. Each receiver line length for the applicable
Project Area being referred to in this Section 3.2 as a "RLLN", with "N" being
the length of the applicable receiver line rounded to the nearest one-half
mile. For example, if a Project Area has receiver line lengths that are five
and one- tenth miles wide, such receiver lines would be RLL5s. The same
Project Area could also have receiver lines that are three miles in width, or
RLL3s, as well as other receiver line lengths of any variation.
D. The hypothetical source line length for each RLLN shall be
determined by dividing the receiver line length of a specific RLLN (rounded to
the nearest one-half mile) into the TA. Each individual hypothetical source
line length being rounded to the nearest one-half mile and being referred to in
this Section 3.2 as a "HSLN", with "N" being the length of the
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receiver line rounded to the nearest one-half mile. For example, if the
Project Area's TA equals 16 square miles, the HSL5 would equal sixteen divided
by five, or three point two, which would then be rounded to three.
E. The Turnkey Charge per square mile shall be determined for
each RLLN utilizing the applicable Master Rate Table set forth in Exhibit B for
the parameters selected by BOG and the HSLN for such RLLN. The Turnkey Charge
per square mile for a RLLN being found at the intersection of the receiver line
length for the applicable RLLN and the HSLN for such RLLN on the applicable
Master Rate Table. Such per square mile Turnkey Charge for each RLLN shall be
referred to in this Section 3.2 as "RRLLN."
F. The total number of square miles covered by each RLLN shall be
determined. The total number of square miles covered by a RLLN being referred
to in this Section 3.2 as a "SMRLLN." For example, if five mile long receiver
lines cover a total of twenty-two square miles within the applicable Project
Area, SMRLL5 for the Project Area would be twenty-two square miles. It being
understood that all of the SMRLLNs for a Project Area, added together, total
the TA for the Project Area.
G. The total Turnkey Charge for each RLLN shall then be
determined by multiplying the RRLLN for such RLLN times its SMRLLN. The total
Turnkey Charge for a RLLN being referred to in this Section 3.2 as "TCRLLN."
H. The sum of all of the TCRLLNs is then determined by adding
together all of the TCRLLNs for the Project Area. The sum of all of the
TCRLLNs for a Project Area being referred to in this Section 3.2 as the "SUM."
I. The average of all of the TCRLLNs for a Project Area is then
obtained by dividing the SUM by the TA for the Project Area. The average of
all of the TCRLLNs for a Project Area being referred to in this Section 3.2 as
the "AVG."
J. The Total Turnkey Charge per square mile for a Project Area is
then determined by adding together (i) twenty-five percent (25%) of the AVG,
(ii) seventy-five percent (75%) of the RRLLN for the longest receiver line in
the Project Area, (iii) in the event that 1320' receiver line spacing is
utilized, $365.00, and in the event that 660' receiver line spacing is utilized
$570.00, and (iv) in the event and only to the extent that the part of the
Project Area is located within the State of Oklahoma, $1,100.00. It being
understood that in the event that a Project Area is located only partially
within the State of Oklahoma, the $1,100.00 amount shall only be added to the
Total Turnkey Charge with respect to the square miles that are located within
the State of Oklahoma. The Total Turnkey Charge per square mile for a Project
Area being referred to in this Section 3.2 as the "TTCPM."
K. The Total Turnkey Charge for a Project Area is then determined
by multiplying the TTCPM for the Project Area times the TA for the Project
Area.
See Exhibit C for example determinations of the Turnkey Charges for
hypothetical Project Areas with different configurations.
Section 3.3. Right to Pay All Seismic Acquisition Costs and
Receive Full Ownership. Anything to the contrary contained herein
notwithstanding, prior to the commencement of field seismic acquisition for the
3-D Operations for a Project Area BOG shall have the right to designate in
writing all or any part of the Project Area for which it desires to pay one
hundred five percent of the Turnkey Charge for the applicable Project Area and
one hundred percent of all of the other Seismic Acquisition Costs related to
such selected lands (the lands for which BOG elects to pay one hundred five
percent of the Turnkey Charge and one hundred percent of other Seismic
Acquisition Costs as provided in this Section 3.3 being hereinafter referred to
as "Excluded Lands") in order to receive all of the ownership interest in the
seismic data obtained across the Excluded Lands. In the event that BOG
designates Excluded Lands covering all or part of a Project Area, BOG shall pay
one hundred five percent of the Turnkey Charge and one hundred percent of the
other Seismic Acquisition Costs related to such Excluded Lands within
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thirty days of BOG's receipt of an invoice correctly indicating the costs which
have been incurred. The Parties recognize and acknowledge that with respect to
the Excluded Lands, BOG's obligation to pay one hundred five percent of the
Turnkey Charge and one hundred percent of the other Seismic Acquisition Costs
related to such Excluded Lands as provided in this Section 3.3 is in lieu of
and complete substitution for what would have otherwise been an obligation to
pay one-third of the Seismic Acquisition Costs as provided in Section 3.1 above
and the additional compensations set forth in Sections 3.4 and 3.5 below, and
not in addition to those obligations. The Parties also recognize and agree
that in the event that Excluded Lands are designated for a Project Area
covering part, but not all of the Project Area, the payment provided for in
this Section 3.3 shall not include any part of the Mobilization Fee related to
the applicable Project Area as BOG shall still be required to pay such
mobilization fee for the Project Area in accordance with the terms and
provisions of Sections 3.1 above and Sections 3.4 and 3.5 below. Anything to
the contrary contained herein notwithstanding, the Parties recognize and agree
that if Excluded Lands are designated hereunder such Excluded Lands shall not
be counted as part of BOG's commitment to utilize the Veritas Seismic Crew to
conduct 3-D Operations across the Contract Mileage as set forth in Section 2.2
above and thus the Contract Mileage shall not be reduced by the number of
square miles which are included within Excluded Lands.
Section 3.4. Payment of 2/3rd Seismic Acquisition Cost Balance.
Until the earlier to occur of 1) the expiration of two years following the
completion of all of the 3-D Operations conducted for the last Project Area
covered by this Agreement (the period of time commencing with the effective
date of this Agreement and continuing until the expiration of two years
following the completion of all of the 3-D Operations conducted for the last
Project Area covered by this Agreement being hereinafter referred to as the
"Exclusivity Period"), or 2) such time as BOG has paid Veritas a total amount
under this Section 3.4 and/or Section 4.2 below equal to the remaining
two-thirds of all Seismic Acquisition Costs (determined in accordance with the
provisions of Exhibit B for each of the applicable Project Areas) incurred in
conducting 3-D Operations within BOG Project Areas less and except the Excluded
Lands (such amount being hereinafter referred to as the "First Payout Amount"
and such time as BOG has paid Veritas the First Payout Amount being hereinafter
referred to as the "First Payout"), BOG shall pay Veritas an amount equal to
twenty percent of: (a) all actual lease bonus costs paid by BOG and the BOG
Participants to mineral interest owners in order to lease mineral interests
within Project Areas (other than within Excluded Lands) after 3-D Operations
have been completed within such Project Area; and (b) all costs incurred by BOG
and the BOG Participants in drilling and completing oil and/or gas ▇▇▇▇▇ within
Project Areas (other than within Excluded Lands) after 3-D Operations have been
completed within such Project Area. For the costs described in (a) above,
within ten working days following the end of a calendar month, BOG shall pay
Veritas the twenty percent fee on all actual lease bonus costs which were paid
out by BOG and the BOG Participants during such calendar month. For the costs
described in (b) above, within ten days of reaching casing point in a well, BOG
shall pay Veritas the twenty percent fee on drilling (and completion if BOG
elects to participate in completing such well) costs for such well based upon
the AFE prepared for such well; provided, however, that on a calendar quarter
basis BOG shall review all drilling and completion fees which have been paid to
Veritas during the calendar quarter to reconcile Veritas' account based on
actual drilling and completion costs incurred in drilling and completing ▇▇▇▇▇
during the calendar quarter.
Section 3.5. Payments Following the First Payout. Following the
occurrence of the First Payout and continuing until the earlier to occur of 1)
the expiration of the Exclusivity Period, or 2) such time as BOG has paid
Veritas a total amount under this Section 3.5 and/or Section 4.2 below equal to
the product obtained by multiplying the Contract Mileage times two thousand
five hundred dollars (such product being hereinafter referred to as the "Final
Payout Amount" and such time as BOG has paid Veritas the Final Payout Amount
being hereinafter referred to as "Final Payout"), BOG shall pay Veritas an
amount equal to ten percent of (i) all actual lease bonus costs paid by BOG and
the BOG Participants to mineral interest owners in order to lease mineral
interests within Project Areas (other than within Excluded Lands) after 3-D
Operations have been completed within such Project Area and (ii) all costs
incurred by BOG and the BOG Participants in drilling and completing oil and/or
gas ▇▇▇▇▇ within Project Areas (other than within Excluded Lands) after 3-D
Operations have been completed within such Project Area. For the costs
described in (i) above, within ten working days following the end of
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a calendar month, BOG shall pay Veritas the ten percent fee on all actual lease
bonus costs which were paid out by BOG and the BOG Participants during such
calendar month. For the costs described in (ii) above, within ten days of
reaching casing point in a well, BOG shall pay Veritas the ten percent fee on
drilling (and completion if BOG elects to participate in completing such well)
costs for such well based upon the AFE prepared for such well; provided,
however, that on a calendar quarter basis BOG shall review all drilling and
completion fees which have been paid to Veritas during the calendar quarter to
reconcile Veritas' account based on actual drilling and completion costs
incurred in drilling and completing ▇▇▇▇▇ during the calendar quarter.
Anything to the contrary contained herein notwithstanding, in the event that
Excluded Lands have been designated by BOG in accordance with Section 3.3
above, the Parties recognize and acknowledge that the number of square miles
covered by the Excluded Lands are not part of the Contract Mileage and
therefore are excluded from the calculation of Final Payout Amount. As such,
the Contract Mileage utilized for purposes of calculating the Final Payout
Amount is equal to the number of square miles that have been covered by 3-D
Operations conducted hereunder, less and except the number of square miles that
are covered by the Excluded Lands. The Parties also recognize and acknowledge
that in the event that more than the Contract Mileage minimum number of square
miles are covered by the 3-D Operations hereunder pursuant to Section 2.5 above
in order to finalize the last Project Area which is designated hereunder, for
purposes of calculating the Final Payout Amount, the Contract Mileage shall
include the number of square miles added to the minimum in order to finalize
the last Project Area as provided in Section 2.5. Finally, in the event that
BOG's obligation to continue to use the Alliance Seismic Crew is terminated
prior to the completion of 3-D Operations covering the Contract Mileage as
provided in Section 2.9, the Final Payout Amount shall be reduced by an amount
equal to the product obtained by multiplying 1) the number obtained by dividing
(a) the difference obtained by subtracting the number of square miles covered
by 3-D Operations which have been completed within Project Areas prior to such
termination from the minimum Contract Mileage, by (b) the Contract Mileage,
times 2) the product obtained by multiplying the Contract Mileage times two
thousand five hundred dollars. For example, assuming that the Contract Mileage
has not been reduced pursuant to the terms of Section 2.6 above, if 3-D
Operations have been completed covering seven hundred square miles and BOG's
obligation to continue to utilize the Alliance Seismic Crew is subsequently
terminated in accordance with the terms of Section 2.9 above, then the Final
Payout Amount shall be reduced by seven hundred fifty thousand dollars
([[1,000-700]/1,000] x [1,000 x $2,500] = $750,000).
Section 3.6. Leasing and Drilling Costs Covering Overlap Lands.
Anything to the contrary contained in Sections 3.4 and 3.5 above
notwithstanding, in the event that BOG designates a Project Area hereunder
which overlaps with a project area which was designated under the Previous
Agreement (the lands located within the overlap area being referred to as
"Previous Agreement Overlap Lands"), no payments shall be made under Sections
3.4 or 3.5 of this Agreement to Veritas for lease bonus costs and/or drilling
or completion costs which are related to the Previous Agreement Overlap Lands.
Veritas' compensation for such operations shall be governed solely by the
Previous Agreement. In addition, anything to the contrary contained in
Sections 3.4 and 3.5 above notwithstanding, in the event that BOG designates a
Project Area hereunder (for purposes of this Section 3.6 such Project Area is
referred to as the "Prior Project Area") and then subsequently designates
another Project Area hereunder (for purposes of this Section 3.6 such
subsequently designated Project Area is referred to as the "Subsequent Project
Area") which overlaps with the Prior Project Area (the lands located within
such overlap area being referred to as "Project Area Overlap Lands"), BOG shall
only be required to make the payments described in Sections 3.4 and 3.5 above
once, even though the Project Area Overlap Lands are covered by two separate
Project Areas and 3-D operations are conducted twice over such Project Area
Overlap Lands. However, the Parties agree that, without Veritas' prior
consent, in no event shall 3-D Operations conducted for a Subsequent Project
Area overlap more than one mile in one orthogonal direction into lands which
were covered by 3-D Operations which were conducted for a Prior Project Area
hereunder or for a project area that was designated under the Previous
Agreement. For example, in the event that a Subsequent Project Area is
designated hereunder and is to overlap with the 3-D Operations conducted for a
Prior Project Area which overlaps with such Subsequent Project Area on the East
side of such Subsequent Project Area, the 3-D Operations for such Subsequent
Project Area may overlap no
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more than one mile to the East into the lands which were covered by the 3-D
Operations conducted for the Prior Project Area. The Parties recognize and
agree, however, that in the example above, the 3-D Operations for the
Subsequent Project Area may overlap into the lands which were covered by the
3-D Operations conducted for the Prior Project Area in a North / South
direction across the entire West boundary line of the 3-D Operations that were
conducted for the Prior Project Area regardless of how long that boundary line
is, provided that the 3-D Operations do not penetrate such West boundary line
by more than one mile.
Section 3.7. Monthly Lease Bonus and Drilling and Completion Cost
Reports. Commencing with the completion of 3-D Operations for the first
Project Area hereunder and continuing until such time as the Final Payout has
occurred, within thirty days of the end of each calendar month BOG shall
provide Veritas with a report setting forth the amount of lease bonus costs and
drilling and completion costs which have been incurred by BOG within each
Project Area following the completion of 3-D Operations for such Project Area.
Section 3.8. Exclusion of Production Purchases. Anything to the
contrary contained in this Agreement notwithstanding, it is recognized and
agreed that in the event that subsequent to the date of this Agreement BOG or
any BOG Participant acquires an interest in oil and/or gas leasehold, mineral
or royalty interests that are already producing oil and/or gas, or that are
held by production which was in existence prior to the completion of 3-D
Operations covering such lands, BOG shall not be required to pay any
consideration to Veritas under the terms of Section 3.4 or 3.5 above as the
result of such acquisition with respect to the consideration paid for the
acquisition. However, in the event that following the completion of 3-D
Operations on the lands which are the subject of the acquisition, BOG or any
BOG Participant subsequently participates in the drilling of a well involving
the interests that were acquired in the acquisition, the terms and provisions
of Sections 3.4 or 3.5 (whichever is the applicable) shall apply with respect
to any drilling and completion costs incurred with respect to the drilling of
such well.
Section 3.9. Reimbursement for Permitting, Surface Damage
Settlements and Line Clearance Costs. Veritas shall pay all BOG approved
third-party line clearance costs, permitting costs and surface damage
settlement payments. Veritas shall submit to BOG an invoice on a monthly basis
for all third-party line clearance, permitting costs and surface damage
settlement payments incurred during the month and BOG shall reimburse Veritas
for one hundred percent of all of such costs within ten days of BOG's receipt
of the invoice.
Section 3.10. Compensation for BOG Failure to Minimum Contract
Mileage. In the event that BOG fails, for any reason, to make sufficient
Project Areas ready for 3-D Operations in order to cause 3-D Operations to be
conducted by the Alliance Seismic Crew covering at least the minimum Contract
Mileage within the Alliance Area within the Agreement Term (as same may be
extended as provided in Section 2.2 above) as provided in Sections 2.2 and 2.5
above, BOG shall pay Veritas an amount (hereinafter referred to as the "Pay Off
Amount") equal to the difference obtained by subtracting 1) all amounts already
paid by BOG to Veritas pursuant to the terms of Sections 3.1, 3.4 and 3.5
above, from 2) the sum of (A) all Seismic Acquisition Costs (determined in
accordance with the provisions of Exhibit B for each of the applicable Project
Areas) incurred in conducting the 3-D Operations during the Agreement Term
within BOG Project Areas, less and except any Seismic Acquisition Costs related
to the Excluded Lands, and (B) an amount equal to the product obtained by
multiplying (i) the number obtained by dividing (a) the number of square miles
which were covered by 3-D Operations that were conducted hereunder during the
Agreement Term by (b) the Contract Mileage, times (ii) the product obtained by
multiplying the Contract Mileage times two thousand five hundred dollars. In
such event, such payment shall be made to Veritas within thirty (30) days of
the expiration of the Agreement Term and shall be in full and complete
settlement and satisfaction of all obligations hereunder. Upon making the
payment described in this Section 3.10, BOG shall own all interest in the
Program Data (as defined below) which has resulted from the 3-D Operations
conducted within the Alliance Area. The payment by BOG to Veritas hereunder of
the Pay Off Amount shall be the sole and exclusive remedy of Veritas for the
failure of BOG to make sufficient Project Areas ready for 3-D Operations
hereunder, and Veritas hereby waives any other remedy, damages and/or cause of
action it may otherwise have had against BOG, whether in law or in equity. The
Parties recognize and agree that BOG's payment of the Pay Off Amount will not
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extinguish BOG's responsibility to reimburse Veritas for all actual third-party
line clearance, permitting costs and damage settlement payments incurred prior
to the termination of this Agreement as set forth in Section 3.9 above and BOG
shall remain responsible for such payments in accordance with the terms of
Section 3.9 above.
ARTICLE IV
OWNERSHIP AND USE OF SEISMIC DATA
Section 4.1. Ownership of the Program Data. Except as provided
above in Section 3.10 and below with respect to seismic data that covers
Excluded Lands, and subject to the other terms of this Article IV, Veritas
shall own one hundred percent of the ownership interest in the seismic data
that results from the 3-D Operations (hereinafter referred to as "Program
Data") conducted within Project Areas hereunder until such time as the First
Payout occurs. Once the First Payout occurs BOG and Veritas shall each own an
undivided fifty percent interest in all of the Program Data. Then, if Final
Payout occurs prior to the expiration of the Exclusivity Period, upon the
occurrence of Final Payout BOG shall own one hundred percent of the ownership
interest in all of the Program Data. Anything to the contrary contained in
this Agreement notwithstanding, in the event that BOG designates Excluded Lands
and pays for the costs described in Section 3.3 above, BOG shall own one
hundred percent of the ownership interest in the Program Data covering such
Excluded Lands. In addition, anything to the contrary contained in this
Agreement notwithstanding, in the event that BOG is required to make the
payment which is described in Section 3.10 above, BOG shall own one hundred
percent of the ownership interest in the Program Data which has resulted from
all of the 3-D Operations conducted hereunder.
Section 4.2. BOG Right to Contribute Toward First Payout and Final
Payout. In the event that Final Payout has not been reached prior to the
expiration of the Exclusivity Period, BOG shall nonetheless have the option to
acquire one hundred percent of the ownership interest in the Program Data by
paying Veritas the amount which is necessary to cause Veritas to have received
the Final Payout Amount. To exercise such option, BOG must notify Veritas in
writing that it is exercising such option prior to the expiration of the
Exclusivity Period. In the event that BOG exercises the option to acquire all
interest in the Program Data as provided herein, BOG shall remit payment for
the amount necessary to cause Veritas to have received the Final Payout Amount
within thirty days of the expiration of the Exclusivity Period. In addition,
at BOG's option, to be exercised in BOG's sole discretion, BOG shall also have
the right at any time, and from time to time, to make payments to Veritas to go
toward the First Payout Amount or the Final Payout Amount before actually
incurring the lease bonus or drilling and/or completion costs within the
Project Areas which would otherwise result in the need for such payments. In
the event that BOG, at its option, elects to make advance payments to Veritas
toward the First Payout Amount or the Final Payout Amount as provided in this
Section 4.2, such payments shall be credited against the next lease bonus
payments and/or drilling and/or completion cost payments which would otherwise
be due to Veritas under the terms of Section 3.4 or 3.5 above (as applicable).
Section 4.3. Program Data to Remain Clear of Liens and
Encumbrances. Anything to the contrary contained herein notwithstanding,
Veritas shall not allow its interest in the Program Data to be burdened or
encumbered with any liens, mortgages or other burdens of any kind unless, until
and to the extent that Veritas has retained ownership interest in the Program
Data after the expiration of the Exclusivity Period. Anything to the contrary
contained herein notwithstanding, BOG shall not burden or encumber the Program
Data with any liens, mortgages or other burdens of any kind unless and until
BOG has received an ownership interest in the Program Data. The Parties agree
that in exercising their rights to have liens, mortgages or other burdens
attached to the Program Data as allowed in this Section 4.3, neither Party
shall have the right to burden or encumber the other Party's ownership interest
in the Program Data.
Section 4.4. Veritas' Rights to Sell, Exchange and/or Disclose the
Program Data. Anything to the contrary contained herein notwithstanding,
Veritas agrees that it will not sell, license, trade, exchange or in any way
disclose the Program Data (or any part thereof) or any information related to
the Program Data, in any format or manner, or negotiate or advertise for
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the potential sale, license, trade, exchange or other disclosure of the Program
Data (or any part thereof), prior to the expiration of the Exclusivity Period.
In addition, in the event that BOG ends up owning one hundred percent of the
ownership interest in all or part of the Program Data as provided herein,
Veritas shall not ever have the right to sell, license, trade, exchange or
otherwise disclose the Program Data or any information related to the Program
Data.
Section 4.5. Proceeds resulting from Sale or Licensing of Program
Data. In the event that after the expiration of the Exclusivity Period BOG and
Veritas each own an undivided fifty percent interest in the Program Data, if
either BOG or Veritas subsequently sells or licenses the Program Data for cash
consideration, the Parties shall each receive fifty percent of the cash
consideration received as the result of such sale or licensing; provided,
however, that the Party that licenses or sells the Program Data as aforesaid
shall have the right to deduct from the other Party's share of the cash
consideration fifty percent of the reasonable costs and expenses which have
been incurred in licensing or selling such Program Data. In the event that
either Party hereto trades, exchanges or licenses the Program Data in
conformance with the other terms that are contained in this Article IV, as long
as such exchange, trade or licensing does not involve the payment of cash
consideration, the trading, exchanging or licensing Party will not owe any
consideration of any kind to the other Party hereto as a result of such
transaction, even though such other Party may own part of the ownership
interest in the Program Data.
Section 4.6. BOG's and BOG Participants' Right to Utilize the
Program Data. Whether or not BOG owns any ownership interest in the Program
Data, at all times BOG and the BOG Participants shall have all rights to
utilize, copy, trade, exchange and disclose the Program Data in pursuit of
their oil and gas exploration and/or development operations within the
applicable Project Areas. In the event that Veritas owns an interest in the
Program Data following the expiration of the Exclusivity Period as provided
herein, BOG shall provide Veritas with a list of the names of the companies
with whom BOG has traded or exchanged all or parts of the Program Data as
allowed hereunder, together with a description of the Program Data which has
been traded or exchanged with each such company.
ARTICLE V.
VERITAS NON-COMPETE
Section 5.1. Veritas Agreement Not to Compete. Veritas hereby
agrees that for a period of six years from the date of this Agreement neither
Veritas, its successors or assigns or any of their affiliated companies
(hereinafter referred to as the "Veritas Group") shall compete with BOG or any
of the BOG Participants within one mile of the outside perimeter of any Project
Areas which are designated by BOG hereunder, by owning or acquiring any
leasehold, mineral or royalty interest within such area, either directly or
indirectly, through any agents, nominees, or representatives, unless purchased
or acquired from BOG or a BOG Participant. In the event that any member of the
Veritas Group breaches the non-compete provisions contained in this Section
5.1, in addition to any other remedies that may be available to BOG and each
BOG Participant at law or in equity, upon BOG's or any BOG Participant's
request, Veritas shall cause the interests that have been acquired in breach of
the provisions contained in this Section 5.1, to be assigned to BOG or such BOG
Participant without reimbursement for any costs incurred in obtaining such
interests. The Parties agree that for purposes of this Section 5.1 the
"outside perimeter of each Project Area" shall include all lands that are
located within the outside perimeter of the area that is depicted on the final
bin/fold map resulting from the 3-D Operations which is provided by the seismic
processor. Following the completion of final processing of the Program Data
resulting from a Project Area BOG shall prepare a legal description of the
acreage which is located within the outside perimeter depicted on the final
bin/fold map for such Project Area and the Parties agree that such legal
description shall constitute the outside perimeter of the Project Area for
purposes of this Section 5.1. BOG shall use reasonable efforts to cause the
legal description to depict the outside perimeter of the area that is depicted
on the final bin/fold map which is provided by the seismic processor; however,
the Parties recognize that in order to provide a legal description of such area
BOG shall not be required to have a survey conducted on the ground and may
approximate, in its sole and reasonable discretion, the location of the outside
perimeter depicted on the final bin/fold map for purposes of aiding BOG in the
preparation of the legal
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description. Anything to the contrary contained in this Section 5.1
notwithstanding, in the event that following the expiration of the Exclusivity
Period Veritas owns an interest in the Program Data as provided herein, the
terms and provisions of this Section 5.1 shall not be construed to impede
Veritas' ability to sell, license, trade or exchange the Program Data in
accordance with the provisions of Article IV above.
ARTICLE VI.
MISCELLANEOUS
Section 6.1. Assignments. BOG shall have the right to assign or
convey all or any part of its rights, obligations or interests under this
Agreement provided that such assignment is made subject to all of the terms and
provisions of this Agreement; provided, however, that prior to the expiration
of the Exclusivity Period BOG shall not assign or convey all of its interests
under this Agreement. Veritas shall not have the right to assign or convey all
or any part of its rights, obligations or interests under this Agreement.
Section 6.2. Merger. This Agreement supersedes any and all prior
and existing agreements, whether oral or in writing, between any of the Parties
hereto with respect to the subject matter hereof and contains all of the
covenants and agreements between the Parties with respect to the subject matter
hereof.
Section 6.3. Notices. All notices and other communications
required or permitted under this Agreement shall be in writing, and shall be
delivered personally, or by telecopier or delivery service, to the addresses
set forth opposite the signatures of the Parties below, and shall be considered
delivered upon the date of receipt. Each Party may specify its proper address
or any other address by giving notice to other Parties, in the manner provided
in this section, at least ten days prior to the effective date of such change
of address.
Section 6.4. Right to Specific Performance. Each Party
acknowledges 1) that its obligations under this Agreement are unique and 2)
that the other Parties would be irreparably damaged and would not have an
adequate remedy at law for damages if such Party defaults in its obligations
hereunder. Each Party expressly waives the defense that a remedy in damages
will be adequate. If any Party should default in its obligations hereunder,
each non-defaulting Party, in addition to any other available rights or
remedies, may ▇▇▇ in equity for specific performance or injunctive relief.
Section 6.5. Governing Law. THIS AGREEMENT AND ALL MATTERS
PERTAINING THERETO, INCLUDING, BUT NOT LIMITED TO, MATTERS OF PERFORMANCE,
NON-PERFORMANCE, BREACH, REMEDIES, PROCEDURES, RIGHTS, DUTIES, AND
INTERPRETATIONS OR CONSTRUCTION, SHALL, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW, BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS. THE PARTIES
AGREE THAT THE EXCLUSIVE VENUE FOR ANY DISPUTES OR CLAIMS ARISING HEREUNDER OR
IN ANY WAY RELATED HERETO SHALL BE IN DALLAS COUNTY, TEXAS.
Section 6.6. Counterparts. This Agreement may be executed in
multiple counterparts, each of which shall be binding upon the signing Party or
Parties thereto as fully as if all Parties had executed one instrument, and all
of such counterparts shall constitute one and the same instrument. If
counterparts of this Agreement are executed, the signatures of the Parties, as
affixed hereto, may be combined in and treated and given effect for all
purposes as a single instrument.
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IN WITNESS WHEREOF this Agreement is executed by the Parties on the
dates set forth opposite their respective signatures below but is effective for
all purposes as of the date first set forth above.
Address: VERITAS DGC LAND, INC.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Dated: 3/19/97 By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------ -----------------------------
(name printed) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------
Its: General Manager
-----------------------------
Address: ▇▇▇▇▇▇▇ OIL & GAS, L.P.,
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ by ▇▇▇▇▇▇▇, Inc.
Suite 1616 its Managing General Partner
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Dated: 3/21/97 By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
------------------------ -----------------------------
▇▇▇ ▇. ▇▇▇▇▇
Vice President - Exploration
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LIST OF EXHIBITS
Exhibit A -- Alliance Area
Exhibit B -- Turnkey Amount and Other Seismic Acquisition Costs
Exhibit C -- Example Turnkey Charge Determinations
Exhibit D -- Alternative Seismic Parameters
Exhibit E -- Description of Equipment and Personnel
Exhibit F -- General Terms and Provisions
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