Common use of Promoted Xxxxx Clause in Contracts

Promoted Xxxxx. 3.1 For any Well in which Chesapeake elects to participate prior to total expenditure of the Promote Cap (“Promoted Well”), PXP shall participate in such Promoted Well and agrees to be responsible for and pay on a current and timely basis fifty percent (50%) of Chesapeake’s working interest share of all Well Costs (“Promoted Well Costs”). PXP’s obligation to pay Promoted Well Costs shall be in addition to the Closing Payments payable by PXP to Chesapeake pursuant to the PSA. PXP shall pay the Promoted Well Costs in addition to PXP’s working interest share of Well Costs. Notwithstanding anything contained in this Agreement to the contrary, PXP’s obligation to pay Promoted Well Costs shall terminate at such time as the aggregate Promoted Well Costs paid by PXP equals the Promote Cap or the end of the Initial Term, whichever occurs first. In the event of a cash refund pursuant to Sections 4.4(c.) and 4.6 of the PSA, then the Promote Cap shall be reduced by the amount of such refund. In the event of a cash addition pursuant to Section 4.5 of the PSA, then the Promote Cap shall be increased by the amount of such addition. 3.2 In the event that PXP fails to pay Promoted Well Costs for a Well in accordance with the terms of Section 3.1 above within thirty (30) days from receipt of written notice from Chesapeake of non-payment, PXP shall immediately reassign to Chesapeake one hundred percent (100%) of PXP’s leasehold interest in all of the Joint Lease(s) contributing to the drilling and/or spacing unit for such Well, whether such Joint Leases lie wholly or partially within such drilling or spacing unit. In addition, Chesapeake shall be entitled to exercise any and all rights available at law or in equity including, without limitation, specific performance of this Agreement and Chesapeake will be entitled by written notice to PXP to immediately terminate some or all of the obligations of Chesapeake under this Agreement, including without limitation any obligation to offer PXP its Proportionate Share of Acquired Interests. 3.3 Except as set forth in Section 3.1 above, Chesapeake and PXP shall each bear and pay its working interest share of any other costs and expenses associated with a Promoted Well or any other Well drilled on the Joint Leases in accordance with the terms of the applicable JOA, including any elections thereunder.

Promoted Xxxxx. 3.1 4.1 COHORT will have a period of forty-eight (48) months beginning November 1, 2009, to have the exclusive right to propose a new Well or Xxxxx within the Joint Leases (“Exclusivity Period”). For any Well in which Chesapeake COHORT elects to participate prior to total expenditure of the Promote Cap Haynesville Capital Carry (in the Prospects’ AMIs in Texas or Louisiana) or the Marcellus Capital Carry (in the Prospects’ AMIs in Pennsylvania) (“Promoted Well”), PXP shall ENDEAVOUR will participate in such Promoted Well and AND agrees to be responsible for and pay on a current and timely basis fifty percent (50%) of Chesapeake’s working interest share of all Well Costs (“the applicable Cohort Carried Interest amount for the applicable Prospect, provided that the Promoted Well Costs”)or Xxxxx are, in ENDEAVOUR’s reasonable determination, technically and economically justified. PXP’s obligation If ENDEAVOUR does not elect to pay participate in such Promoted Well Costs shall be or Xxxxx because, in its reasonable determination the Promoted Well or Xxxxx are not technically and economically justified, and elects to go non-consent under the JOA, ENDEAVOUR will nevertheless pay the Cohort Carried Interest to COHORT for such Promoted Well or Promoted Xxxxx. For every Promoted Well or Promoted Xxxxx in which ENDEAVOUR participates, ENDEAVOUR will pay the Cohort Carried Interest in addition to the Closing Payments payable by PXP to Chesapeake pursuant to the PSA. PXP shall pay the Promoted Well Costs in addition to PXPENDEAVOUR’s working interest share of Well Costs. . 4.2 Notwithstanding anything contained in this Agreement to the contrary, PXPENDEAVOUR’s obligation to pay Cohort Carried Interest on Promoted Well Costs shall or Xxxxx within the Haynesville Prospects’ AMIs will terminate at such time as the aggregate Cohort Carried Interest for the Haynesville Capital Carry maximum amount is paid to or on behalf of COHORT. ENDEAVOUR’s obligation to pay Cohort Carried Interest on Promoted Well Costs or Xxxxx within the Marcellus Prospects’ AMIs will terminate at such time as the aggregate Cohort Carried Interest for the Marcellus Capital Carry maximum amount is paid to or on behalf of COHORT. 4.3 If the Parties agree to drill and complete a Promoted Well in which the Parties’ working interest is less than one hundred percent (100%) whether by PXP equals the Promote Cap or the end reason of the Initial Term, whichever occurs first. In the event of a cash refund pursuant to Sections 4.4(c.) and 4.6 of the PSA, then the Promote Cap shall be reduced by the amount of such refund. In the event of a cash addition pursuant to Section 4.5 of the PSA, then the Promote Cap shall be increased by the amount of such addition. 3.2 In the event that PXP fails to pay Promoted Well Costs for a Well in accordance with the terms of Section 3.1 above within thirty (30) days from receipt of written notice from Chesapeake of non-payment, PXP shall immediately reassign to Chesapeake Parties owning less than one hundred percent (100%) of PXP’s leasehold the working interest in all the Lease on which such Promoted Well is drilled, by reason of the Joint Lease(sLease on which such Well is drilling not covering the entire oil and gas estate in the land, or by reason of the Parties’ decision to pool or unitize the Lease into a unit area in which the Parties own less than one hundred percent (100%) contributing working interest, then the amount of Cohort Carried Interest applicable to such Promoted Well will be proportionately reduced to the drilling and/or spacing unit actual working interest of the Parties. For example, if the Parties agree to drill and complete a horizontal Promoted Well to the Haynesville formation and the Parties own a total of fifty percent (50%) working interest in the Unit within which such Promoted Well is drilled, then the Cohort Carried Interest ENDEAVOUR is required to pay for such Well, whether such Joint Leases lie wholly or partially within such drilling or spacing unit. In addition, Chesapeake shall be entitled to exercise any and all rights available at law or in equity including, without limitation, specific performance of this Agreement and Chesapeake will be entitled by written notice to PXP to immediately terminate some or all of the obligations of Chesapeake under this Agreement, including without limitation any obligation to offer PXP its Proportionate Share of Acquired Interests.Promoted Well is ***** dollars ($*****) 3.3 4.4 Except as set forth in Section 3.1 4.1 above, Chesapeake COHORT and PXP shall ENDEAVOUR will each bear and pay its working interest share of any other costs and expenses associated with a Promoted Well or any other Well drilled on the Joint Leases in accordance with the terms of the applicable JOA. 4.5 Notwithstanding anything contained in this Agreement to the contrary, including if a Promoted Well is (i) the first Well in a Prospect AMI to be drilled by the Parties or (ii) the first Well in a governmental unit in Louisiana to be drilled by the Parties to test the Haynesville formation, and if ENDEAVOUR does not elect to participate in such Promoted Well or Xxxxx because, in its reasonable determination the Promoted Well or Xxxxx are not technically and economically justified, and elects to go non-consent under the JOA, then in addition to the terms of the JOA, ENDEAVOUR will thereafter forfeit its right to participate in the next four Xxxxx within the Prospect or any elections thereunderfuture Xxxxx within the governmental unit in Louisiana.

Promoted Xxxxx. 3.1 For any Well in which Chesapeake elects to participate prior Prior to total expenditure of the Promote Cap (“Promoted Well”)Carry Amount, PXP Participant shall participate bear and pay, in such Promoted Well good and agrees to be responsible for and pay on a current and timely basis fifty immediately available funds, sixty percent (5060%) of ChesapeakeEureka’s working interest share Proportionate Share of all the Well Costs (“Promoted Well Costs”) incurred for each Well drilled on the lands within the Primary Acreage AMI (the “Promoted Xxxxx”). PXP’s obligation Unless Participant has elected to pay Promoted Well Costs shall be a non-consenting party in accordance with the terms hereof and the applicable Operating Agreement or Third Party JOA, in addition to the Closing Payments payable by PXP to Chesapeake pursuant to the PSA. PXP Promoted Well Costs, Participant shall pay its Proportionate Share of Well Costs for each Promoted Well. Participant shall pay both the Promoted Well Costs in addition to PXP’s working interest share and its Proportionate Share of Well CostsCosts for each Promoted Well no later than the applicable time period set forth in the applicable Operating Agreement or Third Party JOA (the “Payment Date”). Notwithstanding anything contained in this Agreement to the contrary, PXPParticipant’s obligation to pay Promoted Well Costs shall terminate at such time as the aggregate Promoted Well Costs paid by PXP Participant equals the Promote Cap or Carry Amount. For purposes of determining Promoted Well Costs for any Well, Eureka’s Working Interest in such Well shall initially be determined as of the date Participant receives the applicable AFE. Until such time as Participant has expended the entire Carry Amount, Eureka shall deliver to Participant no later than thirty (30) days after the end of each calendar quarter a statement showing the Initial Term, whichever occurs firstoutstanding balance of the Carry Amount. In the event of a cash refund pursuant to Sections 4.4(c.) and 4.6 of the PSA, then the Promote Cap shall be reduced by the amount of such refund. In the event of a cash addition pursuant to Section 4.5 of the PSA, then the Promote Cap shall be increased by the amount of such addition. 3.2 In the event that PXP Participant fails to pay Promoted Well Costs for any Promoted Well by the respective Payment Date, Eureka may thereupon deliver to Participant a notice of Participant’s failure to pay, which notice shall set forth the amount of Promoted Well in accordance with the terms Costs that is past due and demand payment of Section 3.1 above such Promoted Well Costs within thirty ten (3010) days from after Participant’s receipt of written notice from Chesapeake such notice. If Participant fails to pay the full amount of non-paymentthe past due Promoted Well Costs within such ten (10) day period (a “Nonpayment Event”), PXP Participant shall immediately reassign to Chesapeake one hundred percent (Eureka, by the execution, acknowledgment and delivery of an assignment in recordable form with a warranty of title by, through and under Eureka, 100%) % of PXPParticipant’s leasehold interest in all of the Joint Lease(s) contributing to Contract Area in which the drilling and/or spacing unit for applicable Promoted Well is located, SAVE AND EXCEPT, any existing wellbores located thereon in which Participant owns an interest (each a “Reassignment”). Each such Well, whether such Joint Leases lie wholly or partially within such drilling or spacing unit. In addition, Chesapeake Reassignment shall be entitled to exercise any free and all rights available at law or in equity including, without limitation, specific performance of this Agreement and Chesapeake will be entitled by written notice to PXP to immediately terminate some or all of the obligations of Chesapeake under this Agreement, including without limitation any obligation to offer PXP its Proportionate Share of Acquired Interests. 3.3 Except as set forth in Section 3.1 above, Chesapeake and PXP shall each bear and pay its working interest share clear of any other costs Subsequently-Created Burdens and expenses associated with a Promoted Well liens and encumbrances of any kind granted or any other Well drilled on the Joint Leases in accordance with the terms of the applicable JOA, including any elections thereundercreated by Participant.