Seismic Licenses. (a) Purchaser acknowledges that one or more members of the Company Group holds the data and geophysical licenses and permits described on Schedule 8.13 (each a “Seismic License”). Pursuant to the terms of such Seismic Licenses, the consummation of the transactions contemplated hereunder may require the consent of the applicable licensor, or the payment of one or more transfer, assignment or change of control fees or payments unless the applicable member of the Company Group cancels or terminates such Seismic License.
Seismic Licenses. Buyer acknowledges that certain seismic data and information that is currently licensed by the Company from Third Parties (the “Licensed Seismic Data”) may not be transferable to Buyer (directly or indirectly, including upon a change in control of the Company) at Closing. At Buyer’s request, between the Execution Date and Closing, Seller shall (and shall cause Company to) use commercially reasonable efforts (in each case without any obligation to incur out of pocket costs or assume any obligation) to cooperate with any reasonable requests from Buyer to assist in obtaining new licenses (or the transfer of any existing licenses or licensed data) pertaining to such Licensed Seismic Data; provided that Buyer shall be responsible for the payment of any and all transfer or other fees, costs, and expenses associated with obtaining any such license (or the transfer of any existing license or licensed data) from the applicable Third Party.
Seismic Licenses. The Parties acknowledge that to the extent any seismic licenses that may be included among the Excluded Assets provide that an assignee of Seller’s interests in the Leases affected by such seismic licenses has the right to obtain a similar seismic license from the licensor at a discounted or fixed price, then subject to the terms and provisions thereof, Purchaser shall have the right to (a) review, subject to any restrictions contained therein, all seismic licenses included among the Excluded Assets and (b) upon and after Closing exercise any such rights of any such assignee. Accordingly, Seller shall cooperate with Purchaser in its exercise of any such rights at Purchaser’s sole cost and expense.
Seismic Licenses. To the extent not prohibited by the terms thereof, or any confidentiality agreement, Schedule 3.29 identifies all of the license agreements relating to the performance of seismic exploration on the Oil and Gas Interests ("Seismic Licenses") to which the Company or the Subsidiary is a party. With respect to the Seismic Licenses: (i) to the knowledge of Shareholder and the Company, all Seismic Licenses are in effect and have not expired or terminated; (ii) to the knowledge of the Shareholder and the Company, neither the Company nor the Subsidiary is in material breach or material default, and there has occurred no event, fact, or circumstance that, with the lapse of time or the giving of notice, or both, would constitute such a material breach or material default by the Company or the Subsidiary, with respect to the terms of any Seismic License; (iii) to the knowledge of Shareholder and the Company, no other party is in material breach or material default with respect to the terms of any Seismic License; and (iv) neither the Company nor the Subsidiary nor, to the knowledge of Shareholder and the Company, any other party to any Seismic License has given written notice of any action to terminate, cancel, rescind, or procure a judicial reformation of any Seismic License or any provision thereof. To the extent not prohibited by the terms of the Seismic Licenses or any confidentiality agreement, all of the transfer fees or similar amounts payable by the Company or the Subsidiary under the terms of the Seismic Licenses upon the consummation of the transactions contemplated herein, or the method of calculating same, are set forth in Schedule 3.29.
Seismic Licenses. Purchaser acknowledges that one or more Company Group Members holds the data and geophysical licenses and permits described on Schedule 6.13 (each a “Seismic License”). Pursuant to the terms of such Seismic Licenses, the consummation of the transactions contemplated hereunder may require the consent of the applicable licensor, or the payment of one or more transfer, assignment or change of control fees or payments unless the applicable Company Group Member cancels or terminates such Seismic License. With respect to those Seismic Licenses described on Part A of Schedule 6.13, Purchaser has elected that at or after Closing (a) the applicable Company Group Member pay to the applicable Third Party under such Seismic License any and all transfer, assignment or change of control fees or payments required under such Seismic Licenses in connection with the consummation of the transactions contemplated hereunder, (b) in no event shall such payment of fees or payments result in any downward reduction to the Purchase Price and (c) Purchaser and the Company Groups shall, after Closing, indemnify, defend and hold harmless each member of the Seller Group from any and all Damages arising out of the payment, mispayment or failure to pay such fees and payments. With respect to those Seismic Licenses described on Part B of Schedule 6.13, the Companies shall cause the Company Groups to cancel and terminate such Seismic Licenses and destroy or return to the applicable counterparties under such Seismic Licenses any and all data, information and records required to destroyed or returned under the terms thereof.
Seismic Licenses. (a) Purchaser acknowledges that Sellers own the data and geophysical licenses and permits described on Schedule 7.20 (each a “Seismic License”). Pursuant to the terms of such Seismic Licenses, the consummation of the transactions contemplated hereunder may require the consent of the applicable licensor, or the payment of one or more transfer, assignment or change of control fees or payments unless Sellers cancels or terminates such Seismic License. Prior to Closing, Purchaser may elect to acquire such Seismic Licenses by delivery of written notice to Seller designating the Seismic Licenses which Purchaser desires to acquire. If Purchaser makes such election to acquire any such Seismic Licenses, then (i) Purchaser shall pay to the applicable Third Party under such Seismic License any and all transfer, assignment or change of control fees or payments required under such Seismic Licenses in connection with the consummation of the transactions contemplated hereunder, (ii) in no event shall such payment of fees or payments result in any downward reduction to the Unadjusted Purchase Price and (iii) Purchaser shall, after Closing, indemnify, defend and hold Seller harmless from any and all Damages arising out of the payment, mispayment or failure to pay such fees and payments.
Seismic Licenses. (a) Purchaser acknowledges that Specified Affiliate, Operating Affiliate or one or more other members of the Company Group holds the data and geophysical licenses and permits described on Schedule 8.13 (each a “Seismic License”). Pursuant to the terms of such Seismic Licenses, the consummation of the transactions contemplated hereunder may require the consent of the applicable licensor, or the payment of one or more transfer, assignment or change of control fees or payments unless the applicable member of the Company Group cancels or terminates such Seismic License.
Seismic Licenses. Buyer acknowledges that certain seismic data and information that is currently licensed by the Target Group from Third Parties (the “Licensed Seismic Data”) may not be transferable to Buyer (directly or indirectly, including upon a change in control of any Target Group Member) at Closing. At Buyer’s request, between the Execution Date and Closing, Seller shall (and shall cause the Target Group to) use commercially reasonable efforts to cooperate with any reasonable requests from Buyer to assist in obtaining new licenses (or the transfer of any existing licenses or licensed data) pertaining to such Licensed Seismic Data; provided that Buyer shall be responsible for the payment of any and all transfer or other fees, costs, and expenses associated with obtaining any such license (or the transfer of any existing license or licensed data) from the applicable Third Party.
Seismic Licenses. To the extent not prohibited by the terms thereof, or any confidentiality agreement, Schedule 4.27 identifies all of the license agreements relating to the performance of seismic exploration on the Oil and Gas Properties (“Seismic Licenses”) to which Parent and its Subsidiaries are a party as of the date hereof. With respect to the Seismic Licenses: (i) all Seismic Licenses are in effect and have not expired or terminated; (ii) neither Parent nor any Subsidiary is in material breach or material default, and there has occurred no event, fact, or circumstance, that, with the lapse of time or the giving of notice, or both, would constitute such a material breach or material default by Parent or any of its Subsidiaries, as applicable, with respect to the terms of any Seismic License; and (iii) neither Parent, nor any Subsidiary thereof, nor, to the knowledge of Parent and its Subsidiaries, any other party to any Seismic License has given written notice of any action to terminate, cancel, rescind, or procure a judicial reformation of any Seismic License or any provision thereof.
Seismic Licenses. Shareholder and the Company shall use commercially reasonable efforts to cooperate with Purchaser in obtaining all Third Party Consents required to cause the Seismic Licenses to remain in full force and effect as part of the Assets after the Closing.
