Net Profits Interest. No payment in respect to the Net Profits Interest will be paid by the Purchaser to the Vendors hereunder until the Purchaser has been first reimbursed or recouped for its own account out of the Net Profits from any Mining Operation on the Property, an amount in the aggregate equal to:
Net Profits Interest. Generally, a Nonoperating Interest in an oil and gas property which entitles the owner to a specified percentage share of the Gross Proceeds generated by such property, net of Operating Costs. The holder of a Net Profits Interest has no personal liability for Operating Costs and other expenses incurred in producing oil and gas from the underlying Producing Property. Under a Net Profits Agreement, the Partnership will receive from its companion Operating Partnership Net Profits Interests having the particular characteristics described therein.
Net Profits Interest. 3.1. If the Creditor exercises the Conversion Option, the Creditor will receive a net profits interest (the “Net Profits Interest”) in any future profits received by the Company that are derived from each Exploitation Activity as computed in accordance with paragraph 3.2 of this Agreement (the “Net Profits”), at a basis of 1% of the Company’s Net Profits for every $10,000.00 of the Converted Amount;
3.2. Net Profits will be computed on an individual Exploitation Activity basis, and consist of the cash income received by the Company from an Exploitation Activity less all expenses incurred to produce the income (“Exploitation Costs”), including, but not limited to:
(a) the Licensors Royalty;
(b) all direct costs, charges and expenses incurred by the Company in production, development, and other operations of the Exploitation Activity;
(c) all taxes excluding income taxes;
(d) all operating charges directly associated with the Exploitation Activity;
(e) employment, management and professional expenses directly related to the Exploitation Activity;
(f) liabilities, fines or other related costs directly associated with the Exploitation Activity; and
(g) reasonable expense reimbursements owed to the Company.
3.3. The proceeds from the exploitation of the Technology may be subject to different Exploitation Costs depending on the type of Exploitation Activity.
3.4. For each of the Company’s fiscal quarters occurring wholly or partly during the term of this Agreement, the Company shall within sixty (60) days after the end of each such fiscal quarter, deliver to the Creditor its share of the proceeds from each Exploitation Activity.
3.5. Proceeds will only be disbursed after all Exploitation Costs are deducted.
3.6. The Creditor’s Net Profits Interest shall terminate when the Creditor has received eight times the Converted Amount.
Net Profits Interest. From and after such time as Lessee shall have recovered its Investment, as hereinafter defined, Owner shall have twenty percent (20%) Net Profits Interest in the claims, said twenty percent (20%) Net Profits Interest shall continue to be due under all circumstances even if Owner's claims are lost or invalidated through any governmental action, or Lessee asserts extralateral rights to mine areas appurtenant to Lessee's HR claims. The said Net Profits Interest shall be calculated and paid by Lessee in the manner set forth in Exhibit "B" attached hereto, for any minerals removed and sold by Lessee from beneath the vertical boundaries of the claims listed in Exhibit "A", attached hereto, as they existed of record on the date of this Agreement. The claims to which this subsection refers are depicted on the map attached hereto as Exhibit "C". The provisions of this Section 3(a) shall survive the termination of this Agreement. It is agreed by the parties hereto that this Amendment effects only Section 3(a) of said Lease and Option to Purchase Agreement and all other provisions of the Agreement shall remain unaffected by this Amendment and shall continue to be binding obligations of the parties.
Net Profits Interest. From and after the date at which aggregate Net Revenue equals $13,000,000 (hereinafter called "Payout"), Buyer shall pay, within 30 days following the end of each calendar quarter, to Seller 10% of all Net Profits (defined below) received by Buyer after Payout. The term "Net Profits" as used in this Agreement shall mean the Net Revenue received by Buyer after Payout during the subject calendar quarter. The definition of Net Revenue as defined in Section 1.13 shall not include (i) general and administrative expenses incurred by Buyer (excluding bona fide third party expenses) directly associated with the ownership of the Assets, or (ii) costs or revenue associated with participation in a working interest. Buyer also agrees that leases to affiliates, if made will be at then current competitive lease rates. The net profits interest created hereby does not encumber the Assets or "run with the land," and Buyer shall have the authority and ability to transfer (via arm's-length transaction with a bona fide third party) all or any portion of the Assets free of this net profits interest; however, any proceeds received by Buyer from any such disposition (including any retained interest) shall be treated as income attributable to the Assets for the purpose of computing Net Revenue. Prior to Payout, Buyer shall provide an annual statement to Seller indicating Net Revenue which shall detail actual receipts and expenses attributable to Assets from all sources for the calendar year. After Payout, Buyer shall provide quarterly statements which shall detail receipts and expenses. Seller shall have the rights to audit all such statements and Buyer's records relating thereto, with advance notice, during regular business hours and at Seller's sole cost and expense. The first sentence of Section 3.1 of the Agreement is hereby amended by inserting the words net profits interest therein, so that this sentence now reads as follows: Subject to adjustments as set forth in 3.1, the Purchase Price for the Assets shall be thirteen million dollars ($13,000,000.00), and the Net Profits Interest described in Section 11.3 below. [remainder unchanged] The third sentence of Section 6.5 of this Agreement is hereby amended by inserting the words gas imbalances therein, so that this sentence now reads as follows:
Net Profits Interest. In consideration for the payment by Investors to Owner of the Advances, Investors shall have the rights provided for in this Article III and elsewhere in this Agreement with respect to the Accounts, including without limitation the rights to receive payments from Owner measured by each Account pursuant to Section 3.7 (all of such rights are herein collectively called the "Net Profits Interest"). The Net Profits Interest is intended to provide to Investors substantially the same economic benefit as if each Investor was the owner of a direct net profits interest in each Association Contract to the extent it relates to the Designated Percentage of the related Subject Interests and on the terms otherwise provided for herein; provided, however, that no rights or interest of any nature whatsoever in an Association Contract, any Subject Interests or Harken Colombia are intended to be, or are hereby, assigned or conveyed to Investors, it being understood and agreed that the Net Profits Interest is solely a contractual obligation of Owner as expressed in this Agreement.
Net Profits Interest. At any time during the Forbearance Period, if Borrower divests greater than fifty percent (50%) of its Working Interest in the Properties and such divestiture results in all monetary Obligations being fully repaid to Lender, Macquarie Investments LLC will reconvey the Net Profits Interest to Borrower upon (x) full repayment to Lender of the monetary Obligations, and (y) receipt in full of Five Hundred Thousand Dollars ($500,000) which will be paid by Borrower to Macquarie Investments LLC at the closing of such divestiture.
Net Profits Interest. Payout, Subject Hydrocarbons and Subject Interest. As used herein the term "Net Profits Interest" shall mean the balance in the "Net Profit Account" (hereinafter defined), as calculated in accordance with Sections 1.4 and 1.5 herein. "Payout" shall mean that point in time when the cumulative Net Profits Interest distributed to the Assignee in accordance with the further terms of this Section 1.2 has reached $1,800,000 or such greater or lesser number as ARCOA or Assignee has delivered to Assignor pursuant to Section 2.1 plus twelve percent (12%) per annum interest thereon.
Net Profits Interest. In addition to the fee for Drilling Services, NGS shall assign to Verdisys a 70% after-payout interest in the Net Profits from the NGS interests in the Delhi Gas Properties (the "Verdisys NPI"). NET PROFITS shall be defined to be the net revenues to the working interests of NGS from the Delhi Field less all gathering fees, product marketing expenses, if any, lease operating Service Contract - XXXX and Verdisys, Inc. 1 expenses, ongoing capital expenditures in the normal course of business, standard XXXXX overhead charges, other royalties and any other related fees and expenses. PAY-OUT will be calculated when NGS has received from 100% of the Net Profits an amount equal to the sum of (i) the Initial Payments, (ii) all payments to service and retire the related Note, (iii) all capital expenditures to develop and otherwise exploit and explore the Delhi Field including all transaction costs of closing, plus (iv) a cash-on-cash return of ten percent (10%) on (i) through (iii). Either Verdisys or NGS may audit the Net Profits calculation upon ten days written notice within normal business hours on an annual basis. Neither Verdisys nor NGS shall be directly or indirectly liable or obligated in any way to the other party or to any third party for any financing or other payment obligations related to the Drilling Services, including principal, interest, fees or other costs related thereto, except NGS's obligations under the Note. The obligations of Verdisys are specifically limited to compliance with the terms of this agreement related to the assignment of funds by Verdisys to the Drilling Services Financing Escrow Account for the limited time period described herein.
Net Profits Interest. As additional consideration for this Amendment and subject to the terms set forth herein, Tenant hereby waives and relinquishes any and all rights to past or future Net Proceeds Interest as defined by Exhibit “E” of the Lease (the “NPI”). This waiver and relinquishment of rights includes, but is not limited to, any rights to any current or future reserves held by the Lender or Landlord. Tenant hereby acknowledges that as of the Reduction Commencement Date, there are no net proceeds to which it is entitled to receive and disclaims, waives and relinquishes any interest in any future proceeds, reserves or any monies, whatsoever, including those as defined in Exhibit E of the Lease. This waiver of rights to past and present NPI is expressly contingent upon the approval of this Amendment by the Lender. In the event Lender fails to approve this Amendment, then Tenant’s waiver of its right in the NPI shall be rendered void and Tenant’s rights in the NPI shall continue in full force and effect.
