Common use of Acquisition Collateral Clause in Contracts

Acquisition Collateral. (a) After each acquisition by the Borrower or any Subsidiary of any interest in oil, gas and other mineral properties (wherever located) involving an expenditure (in money or property) the total amount of which (whether in one transaction or a series of related transactions) either (x), when added to the total consideration paid by the Borrower or any Subsidiary to or for the account of any Person in connection with all such acquisitions during the six months immediately preceding such acquisition date, exceeds two million five hundred thousand ($2,500,000.00) dollars, or (y) when added to the total consideration paid by the Borrower and any Subsidiary to or for the account of any Person in connection with all such acquisitions during the period from the Closing Date through and including such acquisition date, exceeds five million ($5,000,000.00) dollars, the Borrower at its expense will promptly, and in no event later than ninety (90) days after such acquisition, complete the execution and recordation of appropriate Collateral Documents in favor of the Agent, for the ratable benefit of the Secured Parties, and the submission of Title Opinions in favor of the Agent reasonably acceptable to the Agent, covering all such acquired properties. (b) In connection with and at the time of each redetermination of the Borrowing Base, the Borrower at its expense will promptly, and in no event later than ninety (90) days after such redetermination, complete the execution and recordation of appropriate Collateral Documents in favor of the Agent, for the ratable benefit of the Secured Parties, covering all rights of way, easements, surface leases or other property rights utilized in the operation of the pipeline and gathering systems which are material to the operation and sale of the Collateral (including without limitation the production, transportation or marketing of Collateral hydrocarbons). As part of the foregoing requirement, the Borrower shall cause such rights of way and other interests to be recorded in the appropriate land title records. (c) In connection with and at the time of each redetermination of the Borrowing Base, the Borrower at its expense will promptly, and in no event later than ninety (90) days after such redetermination, (i) complete the execution and recordation of appropriate Collateral Documents in favor of the Agent, for the ratable benefit of the Secured Parties, covering any property included within the Borrowing Base which is not already encumbered as Collateral, and (ii) submit title opinions in favor of the Agent reasonably acceptable to the Agent covering any xxxxx within the Borrowing Base not previously covered by accepted title opinions, provided that clause (ii) is subject to the exception set forth in the following sentence. Upon the Borrower’s request and demonstration of good cause satisfactory to the Agent and the Required banks (in their sole and absolute discretion, as part of the process of the Borrowing Base redetermination), a portion of the property within the Borrowing Base may be exempted from this covenant for acceptable title opinions. The continuing justification for each such exemption shall be reconsidered as part of each redetermination of the Borrowing Base. Nonetheless, the Borrower expressly acknowledges that, as provided in the definition of the Borrowing Base, the Agent may exclude, in its sole and absolute discretion, any property or portion of production therefrom from the Borrowing Base, at any time, because title information on, or the status of title to, such property is not reasonably satisfactory to Agent, such property is not collateral, the Agent’s lien or security interest therein is not first and prior to all others, or such property is not assignable.

Acquisition Collateral. (a) After each acquisition by the Borrower or any Subsidiary of any interest in oil, gas and other mineral properties (wherever located) involving an expenditure (in money or property) the total amount of which (whether in one transaction or a series of related transactions) either (x), when added to the total consideration paid by the Borrower or any Subsidiary to or for the account of any Person in connection with all such acquisitions during the six months immediately preceding such acquisition date, exceeds two twenty five million five hundred thousand ($2,500,000.0025,000,000.00) dollars, or (y) when added to the total consideration paid by the Borrower and any Subsidiary to or for the account of any Person in connection with all such acquisitions during the period from the Closing Date through and including such acquisition date, exceeds five fifty million ($5,000,000.0050,000,000.00) dollars, the Borrower at its expense will promptly, and in no event later than ninety (90) days after such acquisition, complete the execution and recordation of appropriate Collateral Documents in favor of the Agent, for the ratable benefit of the Secured Parties, and the submission of Title Opinions in favor of the Agent reasonably acceptable to the Agent, covering all such acquired properties. (b) In connection with and at the time of each redetermination of the Borrowing Base, the Borrower at its expense will promptly, and in no event later than ninety (90) days after such redetermination, complete the execution and recordation of appropriate Collateral Documents in favor of the Agent, for the ratable benefit of the Secured Parties, covering all rights of way, easements, surface leases or other property rights utilized in the operation of the pipeline and gathering systems which are material to the operation and sale of the Collateral (including without limitation the production, transportation or marketing of Collateral hydrocarbons). As part of the foregoing requirement, the Borrower shall cause such rights of way and other interests to be recorded in the appropriate land title records. (c) In connection with and at the time of each redetermination of the Borrowing Base, the Borrower at its expense will promptly, and in no event later than ninety (90) days after such redetermination, (i) complete the execution and recordation of appropriate Collateral Documents in favor of the Agent, for the ratable benefit of the Secured Parties, covering any property included within the Borrowing Base which is not already encumbered as Collateral, and (ii) submit title opinions in favor of the Agent reasonably acceptable to the Agent covering any xxxxx within the Borrowing Base not previously covered by accepted title opinions, provided that clause (ii) is subject to the exception set forth in the following sentence. Upon the Borrower’s 's request and demonstration of good cause satisfactory to the Agent and the Required banks (in their sole and absolute discretion, as part of the process of the Borrowing Base redetermination), a portion of the property within the Borrowing Base may be exempted from this covenant for acceptable title opinions. The continuing justification for each such exemption shall be reconsidered as part of each redetermination of the Borrowing Base. Nonetheless, the Borrower expressly acknowledges that, as provided in the definition of the Borrowing Base, the Agent may exclude, in its sole and absolute discretion, any property or portion of production therefrom from the Borrowing Base, at any time, because title information on, or the status of title to, such property is not reasonably satisfactory to Agent, such property is not collateral, the Agent’s 's lien or security interest therein is not first and prior to all others, or such property is not assignable.

Acquisition Collateral. (a) After each acquisition by the Borrower or any Subsidiary of any interest in oil, gas and other mineral properties (wherever located) involving an expenditure (in money or property) the total amount of which (whether in one transaction or a series of related transactions) either (x), when added to the total consideration paid by the Borrower or any Subsidiary to or for the account of any Person in connection with all such acquisitions during the six months immediately preceding such acquisition date, exceeds two million five hundred thousand ($2,500,000.00) dollars, or (y) when added to the total consideration paid by the Borrower and any Subsidiary to or for the account of any Person in connection with all such acquisitions during the period from the Closing Date through and including such acquisition date, exceeds five million ($5,000,000.00) dollars, the Borrower at its expense will promptly, and in no event later than ninety (90) days after such acquisition, complete the execution and recordation of appropriate Collateral Documents in favor of the Agent, for the ratable benefit of the Secured Parties, and the submission of Title Opinions in favor of the Agent reasonably acceptable to the Agent, covering all such acquired properties. (b) In connection with and at the time of each redetermination of the Borrowing Base, the Borrower at its expense will promptly, and in no event later than ninety (90) days after such redetermination, complete the execution and recordation of appropriate Collateral Documents in favor of the Agent, for the ratable benefit of the Secured Parties, covering all rights of way, easements, surface leases or other property rights utilized in the operation of the pipeline and gathering systems which are material to the operation and sale of the Collateral (including without limitation the production, transportation or marketing of Collateral hydrocarbons). As part of the foregoing requirement, the Borrower shall cause such rights of way and other interests to be recorded in the appropriate land title records. (c) In connection with and at the time of each redetermination of the Borrowing Base, the Borrower at its expense will promptly, and in no event later than ninety (90) days after such redetermination, (i) complete the execution and recordation of appropriate Collateral Documents in favor of the Agent, for the ratable benefit of the Secured Parties, covering any property included within the Borrowing Base which is not already encumbered as Collateral, and (ii) submit title opinions in favor of the Agent reasonably acceptable to the Agent covering any xxxxx within the Borrowing Base not previously covered by accepted title opinions, provided that clause (ii) is subject to the exception set forth in the following sentence. Upon the Borrower’s request and demonstration of good cause satisfactory to the Agent and the Required banks lenders (in their sole and absolute discretion, as part of the process of the Borrowing Base redetermination), a portion of the property within the Borrowing Base may be exempted from this covenant for acceptable title opinions. The continuing justification for each such exemption shall be reconsidered as part of each redetermination of the Borrowing Base. Nonetheless, the Borrower expressly acknowledges that, as provided in the definition of the Borrowing Base, the Agent may exclude, in its sole and absolute discretion, any property or portion of production therefrom from the Borrowing Base, at any time, because title information on, or the status of title to, such property is not reasonably satisfactory to Agent, such property is not collateral, the Agent’s lien or security interest therein is not first and prior to all others, or such property is not assignable.

Acquisition Collateral. (a) After each acquisition by the Borrower or any Subsidiary of any interest in oil, gas and other mineral properties (wherever located, and whether producing or undeveloped) involving an expenditure (in money or property) the total amount of which (whether in one transaction or a series of related transactions) either (x), when added to the total consideration paid by the Borrower or any Subsidiary to or for the account of any Person in connection with all such acquisitions during the six months immediately preceding such acquisition date, exceeds two million five hundred thousand ($2,500,000.00) dollars, or (y) when added to the total consideration paid by the Borrower and any Subsidiary to or for the account of any Person in connection with all such acquisitions during the period from the Closing Date through and including such acquisition date, exceeds five four million ($5,000,000.004,000,000.00) dollars, the Borrower at its expense will promptly, and in no event later than ninety (90) days after such acquisition, complete the execution and recordation of appropriate Collateral Documents in favor of the Agent, for the ratable benefit of the Secured Parties, and and, if requested, the submission of Title Opinions in favor of the Agent reasonably acceptable to the Agent, covering all such acquired properties. (b) In connection with and at the time of each redetermination of the Borrowing Base, the Borrower at its expense will promptly, and in no event later than ninety (90) days after such redetermination, complete the execution and recordation of appropriate Collateral Documents in favor of the Agent, for the ratable benefit of the Secured Parties, covering all rights of way, easements, surface leases or other property rights utilized in the operation of the pipeline and gathering systems which are material to the operation and sale of the Collateral (including without limitation the production, transportation or marketing of Collateral hydrocarbons). As part of the foregoing requirement, the Borrower shall cause such rights of way and other interests to be recorded in the appropriate land title records. (c) In connection with and at the time of each redetermination of the Borrowing Base, the Borrower at its expense will promptly, and in no event later than ninety (90) days after such redetermination, (i) complete the execution and recordation of appropriate Collateral Documents in favor of the Agent, for the ratable benefit of the Secured Parties, covering any property included within the Borrowing Base which is not already encumbered as Collateral, and (ii) submit title opinions in favor of the Agent reasonably acceptable to the Agent covering any xxxxx within the Borrowing Base not previously covered by accepted title opinions, provided that clause (ii) is subject to the exception set forth in the following sentence. Upon the Borrower’s request and demonstration of good cause satisfactory to the Agent and the Required banks lenders (in their sole and absolute discretion, as part of the process of the Borrowing Base redetermination), a portion of the property within the Borrowing Base may be exempted from this covenant for acceptable title opinions. The continuing justification for each such exemption shall be reconsidered as part of each redetermination of the Borrowing Base. Nonetheless, the Borrower expressly acknowledges that, as provided in the definition of the Borrowing Base, the Agent may exclude, in its sole and absolute discretion, any property or portion of production therefrom from the Borrowing Base, at any time, because title information on, or the status of title to, such property is not reasonably satisfactory to Agent, such property is not collateralCollateral, the Agent’s lien or security interest therein is not first and prior to all others, or such property is not assignable.

Acquisition Collateral. (a) After each acquisition by the Borrower or any Subsidiary of any interest in oil, gas and other mineral properties (wherever located) involving an expenditure (in money or property) the total amount of which (whether in one transaction or a series of related transactions) either (x), when added to the total consideration paid by the Borrower or any Subsidiary to or for the account of any Person in connection with all such acquisitions during the six months immediately preceding such acquisition date, exceeds two million five hundred thousand ($2,500,000.00) dollars, or (y) when added to the total consideration paid by the Borrower and any Subsidiary to or for the account of any Person in connection with all such acquisitions during the period from the Closing Date through and including such acquisition date, exceeds five million ($5,000,000.00) dollars, the Borrower at its expense will promptly, and in no event later than ninety (90) days after such acquisition, complete the execution and recordation of appropriate Collateral Documents in favor of the Agent, for the ratable benefit of the Secured Parties, and the submission of Title Opinions in favor of the Agent reasonably acceptable to the Agent, covering all such acquired properties. (b) In connection with and at the time of each redetermination of the Borrowing Base, the Borrower at its expense will promptly, and in no event later than ninety (90) days after such redetermination, complete the execution and recordation of appropriate Collateral Documents in favor of the Agent, for the ratable benefit of the Secured Parties, covering all rights of way, easements, surface leases or other property rights utilized in the operation of the pipeline and gathering systems which are material to the operation and sale of the Collateral (including without limitation the production, transportation or marketing of Collateral hydrocarbons). As part of the foregoing requirement, the Borrower shall cause such rights of way and other interests to be recorded in the appropriate land title records. (c) In connection with and at the time of each redetermination of the Borrowing Base, the Borrower at its expense will promptly, and in no event later than ninety (90) days after such redetermination, (i) complete the execution and recordation of appropriate Collateral Documents in favor of the Agent, for the ratable benefit of the Secured Parties, covering any property included within the Borrowing Base which is not already encumbered as Collateral, and (ii) submit title opinions in favor of the Agent reasonably acceptable to the Agent covering any xxxxx wells within the Borrowing Base not previously covered by accepted title txxxx opinions, provided that clause (ii) is subject to the exception set forth in the following sentence. Upon the Borrower’s 's request and demonstration of good cause satisfactory to the Agent and the Required banks (in their sole and absolute discretion, as part of the process of the Borrowing Base redetermination), a portion of the property within the Borrowing Base may be exempted from this covenant for acceptable title opinions. The continuing justification for each such exemption shall be reconsidered as part of each redetermination of the Borrowing Base. Nonetheless, the Borrower expressly acknowledges that, as provided in the definition of the Borrowing Base, the Agent may exclude, in its sole and absolute discretion, any property or portion of production therefrom from the Borrowing Base, at any time, because title information on, or the status of title to, such property is not reasonably satisfactory to Agent, such property is not collateral, the Agent’s 's lien or security interest therein is not first and prior to all others, or such property is not assignable.