OIL AND GAS PROJECT AGREEMENT
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THIS OIL AND GAS PROJECT AGREEMENT (this "Agreement") is made and
entered into effective this 3rd day of June 2005 by and between Global
GeoData, LLC, a Colorado limited liability company and J. Xxxxx Xxxxxxx,
an individual (together referred to as "Global") and Hallador Petroleum
Company, a Colorado corporation ("Hallador"). Each of Hallador and
Global are sometimes referred to individually as a "Party" and
collectively as the "Parties."
RECITALS
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A. Global has presented to Hallador a XXXXXXX Project known as
the Boomerang Project (the "Project") covering the areas in Xxxxxxxx
outlined or crosshatched on the map attached as Exhibit A (the "AMI").
B. It is the mutual desire of Global and Hallador that
Hallador acquire oil and gas leases in the AMI as provided herein.
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereto agree as follows:
ARTICLE I
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DEFINITIONS
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1.11 Certain Defined Terms. Unless the context otherwise requires,
the following terms shall have the respective meanings set forth in
this Section 1.1:
(a) "AMI" shall have the meaning ascribed thereto in the recitals
to this Agreement.
(b) "Acreage Fee" shall mean all bonus and rental paid to the
owner of the oil and gas estate covered by a Lease plus $xx
per net mineral acre covered by the Lease; provided, however,
that if a Lease is earned through drilling or Hallador does not
otherwise pay cash consideration for a Lease, the Acreage Fee
shall be $xx.00 per net mineral acre for such Lease.
(c) "Affiliate" shall mean, when used with respect to a specified Person,
any other Person directly controlling, controlled by or in common
control with the specified Person. For purposes of this definition
"control", when used with respect to any specified Person, means the
power to direct the management and policies of the Person whether
through the ownership of voting securities or by contract; and the
term "controlled" have the meanings correlative to the foregoing.
(d) "Agreement" shall mean this Oil and Gas Project Agreement between
Global and Hallador.
(e) "Approved Form" shall mean the form of oil and gas lease as that
attached hereto as Exhibit C.
(f) "Broker" shall mean xxxxxxxx or such other lease brokerage firm
agreed to between Global and Hallador.
(g) "Disputed Claim" shall have the meaning given such term in Section
5.1.
(h) "Global ORRI" shall mean an ORRI in each Lease that is equal to five
percent (x%) provided, however, that if the NRI of a Lease is
less than xx%, then the Global ORRI shall be reduced by the
difference between the NRI of such Lease and xx%; provided further
that in no event shall the Global ORRI ever be less than three
percent (xx%).
(i) "Governmental Authority" shall mean any entity of or pertaining to
government, including any federal, state, local, other governmental
or administrative authority, agency, court, tribunal, arbitrator,
commission, board or bureau.
(j) "Lease" shall mean any oil, gas, coal or other mineral lease, oil,
gas, coal or other royalty or mineral right or interest, or rights
to earn such interests, including without limitation, farmout or
farmin agreements, or other similar interest, to the extent located
within the AMI. The term "Lease" shall also mean extensions or
renewals of a Lease, with an extension meaning a Lease that is
delivered within two years of the prior Lease.
(k) "NRI" shall mean the net revenue interest (i.e., the percentage of
proceeds owned by lessee after deduction of royalty, ORRI and other
similar burdens) in a Lease at the time the Lease is first acquired
by Hallador or its Affiliates, officers, employees, agents or
representatives, but before taking into account the Global ORRI.
(l) "ORRI" shall mean a cost free share of production of oil, gas and
other minerals in and under land that is calculated and determined
on the same basis as royalty interests reserved by the federal
government on leases covering lands owned by the U.S. Bureau of
Land Management.
(m) "Person" shall mean any individual, corporation, partnership, joint
venture, association, limited liability company, joint stock
company, trust, unincorporated organization, Governmental Authority
or government (or agency or political subdivision thereof).
(n) "Program" shall mean the lease acquisition program under Section 3.1.
1.2 Other Definitional Provisions.
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(a) As used in this Agreement, unless expressly stated otherwise,
references to (i) "including" mean "including, without limitation",
and the words "hereof," "herein," and "hereunder," and similar words,
refer to this Agreement as a whole and ot to any particular Article,
provision, section or paragraph of this Agreement and (ii) "or" mean
"either or both." Unless otherwise specified, all references in
this Agreement to articles, sections, paragraphs, exhibits or
schedules are deemed references to the corresponding articles,
sections, paragraphs, exhibits or schedules in this Agreement.
Reference to "day" or "days" in this Agreement shall refer to
calendar days unless otherwise stated. The terms defined in the
singular shall have a comparable meaning when used in the plural,
and vice versa. Whenever the Parties have agreed that any approval
or consent shall not be "reasonably withheld," such phrase shall
also include the Parties' agreement that the approval or consent
shall not be unreasonably delayed or conditioned.
1.3 Other Terms. Other terms may be defined elsewhere in the text of this
Agreement and shall have the meaning indicated throughout this Agreement.
ARTICLE II
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TERM
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2.1 This Agreement shall be effective as of the date hereof and shall
continue in effect for a term ending upon expiration of all Leases acquired
hereunder.
ARTICLE III
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RIGHTS AND OBLIGATIONS
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3.1 Lease Acquisition.
(a) Global shall retain the Broker to acquire Leases in the AMI. Global
shall supervise the Broker and manage the Program. Global shall enter
into a written agreement with the Broker that, for the duration of such
agreement and at least 12 months thereafter, prohibits the Broker from
acquiring any Leases within the AMI except as provided in this Agreement
and requires that the Program remain confidential. The Leases acquired in
the AMI shall be taken in the name of the Broker. Global shall require
that the Broker convey the Leases to Hallador within five (5) business
days after Hallador provides Global a written request to assign the
Leases. Global shall cause the Broker to attempt to lease unleased
mineral interests using the Approved Form. The $xx.00 per net mineral
acre flat included in the Acreage Fee shall be used, all or in part,
to compensate the Broker. Hallador shall not have any further obligation
to pay the Broker retained by Global in accordance with the terms of
this Agreement except that Hallador shall (a) bear any costs related to
any special requests made by Hallador, (b) pay the Broker a $x,xxx per
county startup fee for mapping, and (c) reimburse the Broker's reasonable
out of pocket costs for overnight mail and , if requested by Hallador or
Global, travel that is outside of Xxxxxxxx. All of Broker's backup
materials and work copies, including all maps used in connection with
the program, shall be furnished and/or made available to Global and
Hallador on an ongoing basis.
(b) Neither of the parties hereto nor their Affiliates shall acquire
any Leases within the AMI except as set forth in this Article III.
(c) Hallador shall fund the acquisition of the Leases until it has
expended a minimum of $XXXXXXX for Acreage Fees. Hallador shall not be
obligated to pay more than $xxxx per acre for any Lease. Hallador shall
not be obligated to pay Acreage Fees for any Lease that is not on the
Approved Form unless (i) it was approved prior to payment by Hallador
or (ii) it meets the following minimum qualifications:
1) the Lease has at least an xx% NRI (inclusive of the Global ORRI);
2) the Lease does not contain a Xxxx clause or other similar acreage
reduction provision at the end of the primary term;
3) the Lease contains a broad form pooling clause; the lessor's
royalty does not expressly prohibit deduction of post production
costs including gathering, dehydration, compression, transporta-
tion and processing;
4) the Lease contains a primary term of at least five (5) years, and
the Lease does not expressly restrict surface access other than
those set forth in the Lease Form.
(d) If Global fails to acquire 50,000 net mineral acres for which
Hallador is obligated to pay Acreage Fees hereunder by December 1, 2005,
then Hallador's obligation to fund the Program shall, at its option, term-
inate. The other obligations of the Agreement shall remain in effect.
(e) If on December 1, 2005, Global has failed to acquire 50,000 net
mineral acres for which Hallador is obligated to pay Acreage Fees here-
under, but Hallador elects to continue the Agreement in effect, then
Hallador, at its sole option, may continue the Program; provided that
if during any consecutive six month period thereafter Hallador has not
funded Acreage Fees for two months, during which time additional Leases
have been made available for funding, and, within the six month period,
has not undertaken geophysical operations, drilling operations or other
activities related to preparation for drilling and operations within
the AMI, then the obligations of each Party to acquire Leases or not to
compete with each other under this Agreement shall terminate; provided
further that the foregoing shall not relieve Hallador of its obligations
under that certain Confidentiality Agreement and No-Competition Agreement
dated May 20, 2005 between the Parties.
(f) If on December 1, 2005, Global has acquired 50,000 net acres for
which Hallador is obligated to pay Acreage Fees hereunder, then Hallador,
at its sole option, may continue the Program; provided that if during any
consecutive 12 month period thereafter Hallador has not funded Acreage Fees
for two months, during which time additional Leases have been made
available for funding, and, within the 12 month period, has not
undertaken geophysical operations, drilling operations or other
activities related to preparation for drilling and operations within
the AMI, then the obligations of each Party to acquire Leases
or not to compete with each other under the terms of this Agreement shall
terminate; provided further that the foregoing shall not relieve Hallador
of its obligations under that certain Confidentiality Agreement and
No-Competition Agreement dated May 20, 2005 between the Parties.
(g) Hallador shall upon execution of this Agreement wire transfer $xxxxxx
to Global which shall be used only for Acreage Fees ("Initial Fund"). As
the Initial Fund approaches a $xxxxxx balance, Global will request further
funding by submitting to Hallador a written report describing (i) the
Leases taken and the net mineral acres covered by the Leases and (ii) the
funds remaining and an estimate of the funds required for the following 14
days. Global shall thereafter submit similar reports every two weeks (or
more frequently if funds are needed) to Hallador that set forth the
estimated costs for the following 14-day period. Hallador shall pay
Global the estimated amount, adjusted up or down to true-up the actual
amount for the prior period within five days after receipt of Global's
report.
(h) For each Lease not meeting the minimum standards described in
Section 3.1(c) (a "Non-Standard Lease"), Hallador shall have the
continuing right and option to purchase any Non-Standard Lease as follows:
(a) Global shall furnish to Hallador a copy of the Non-Standard Lease
and a written description of the actual or estimated cost thereof (the
"Offer Notice"), and (b) Hallador shall have ten days after receipt of
each Offer Notice to notify Global in writing as to whether or not
Hallador elects to acquire the Non-Standard Lease set forth in the Offer
Notice or waive its option with respect to such Lease. If Hallador
elects to waive the option or fails to respond within ten business days
after receipt of an Offer Notice, then the option with respect to the
Lease described in the Offer Notice shall be considered temporarily
waived and Hallador shall not acquire or attempt to acquire any interest
in the same. If Hallador waives its option or fails to respond and Global
has leased 50,000 acres in accordance with Section 3.1(c) then Global
may acquire the Lease described in the Offer Notice for its own account.
If Hallador elects to acquire the Lease described in the Offer Notice
then payment of the Acreage Fee shall be made within ten business days
after receipt of the Offer Notice and the Lease shall be included as part
of the minimum lease acreage acquisition requirement set forth in
Section 3.1(c).
3.2 No-Shop. Upon execution of this Agreement by the Parties, Global shall
(a) terminate any and all negotiations in which Global may be currently
involved with third Persons with regard to a transaction involving the Project
and (b) neither solicit, nor entertain additional bids nor discuss with or
provide information concerning the Project to third Persons; provided, however
that the foregoing shall not restrict Global with respect to Leases that
Global acquires and offers Hallador in compliance with Section 3.1(h).
3.3 Sharing Data. Each Party will provide to the other Party, with no delay
and at no cost to the other Party, a copy of all data that is acquired with
respect to the Project, including, without limitation, all geological,
geophysical (subject to standard licensing provisions and to the extent
that Hallador is not restricted by a third party), engineering, well, land,
Lease and title data, information and materials.
3.4 Sale or Conveyance of Leases by Hallador. If, during the term of this
Agreement, Hallador or any of its Affiliates desires to sell, assign, convey
or otherwise transfer directly or by operation of law any of their respective
control, rights, titles or other interests in and to all or any part of any
Leases or enter into any other transaction for the acquisition of Leases or
the exploration or production of oil and gas in the AMI, then Hallador shall,
as a condition to any such transaction, cause the counterparty to expressly
assume Hallador's obligations under this Agreement.
3.5 Audit Rights. The Parties shall, at its expense, have the right at all
times to examine the books and records of the other Party, during normal
working hours, to the extent necessary to verify the accuracy of any
computation or demand made under or pursuant to this Agreement. Each Party
agrees to keep records and books of account in accordance with generally
accepted accounting principles in the industry.
3.6 Good Faith. The Parties shall undertake their respective obligations
under this Agreement with good faith
ARTICLE IV
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COMPENSATION TO GLOBAL
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4.1 Global ORRI. Unless Global has reserved the Global ORRI in an assignment
of a Lease to Hallador, Hallador shall within 10 days after receipt of
Global's request assign to Global the Global ORRI on each Lease. The Global
ORRI shall be reserved or assigned (as the case may be) on a form
reasonably satisfactory to Global that incorporates the relevant provisions
of this Agreement and expressly applies to extensions or renewals of
a Lease, with an extension meaning a Lease that is delivered within two years
of the prior Lease. In no event shall Hallador first assign any interest in
a Lease prior to the time it assigns the Global ORRI in a Lease. The Global
ORRI shall be proportionately reduced, but only to the extent that
(a) the interest in a Lease covers less than xx% of the mineral estate in
the lands covered by the Lease and (b) Hallador owns, controls and receives
the benefit of less than xx% of the working interest in a Lease (thus,
if Hallador were to receive a xxx% working interest in a Lease before well
payout and xx% working interest after well payout, the Global ORRI would not
be reduced before payout and reduced by xx% after payout); provided, however,
the ORRI to Global shall not be reduced to the extent Hallador enters into
or structures arrangements with Persons to acquire Leases so as to deprive
Global of the full Global ORRI.
4.2 Project Fee. Hallador shall pay Global the following
project fees: (a) $xxxxx upon signing this Agreement, (b) $xxxxxx within 10
days after the first 10,000 net acres of Leases are acquired and delivered
to Hallador with title, (c) $xxxxxx within 10 days after 20,000 net acres
of Leases are acquired and delivered to Hallador with title, (d) $xxxxxx
within 10 days after 30,000 net acres of Leases are acquired and delivered
to Hallador with title, and (e) $xxxxx within 10 days after 50,000 net acres
of Leases are acquired and delivered to Hallador with title.
4.3 Well Fees. Hallador shall pay Global a fee of $xxxxxx per well on a
total of 25 oil or gas test xxxxx drilled on any of the Leases or lands
pooled therewith in which Hallador or its successors or assigns have the right
to participate. This fee shall be paid to Global for the first 25 xxxxx
drilled that qualify. To qualify, (a) Hallador must own at least xx%
working interest or (b) Hallador did not own at least xx% working interest
because Hallador entered into a transaction whereby it conveyed or agreed
to convey working interest in the well or Leases (but not if it was unable to
acquire sufficient Leases in the drilling and spacing unit for a well).
Such fees shall be payable upon spudding of each qualifying well.
4.4 Acreage Fees. Hallador shall pay to Global the Acreage Fee for all
Leases acquired. Except for payment of Acreage Fees that Global has
received under Section 3.1(g), Hallador shall pay Global the Acreage Fee
due hereunder for each Lease within 20 days after Hallador acquires the Lease.
Payment. All past due payments hereunder, unless a such payments are in
dispute, shall bear interest from the date due until paid at a rate equal
to the lesser of (a) a per annum rate equal to the prime rate of interest
charged by Citibank, N.A. plus five percent (x%) or (b) the maximum
non-usurious rate of interest permitted to be charged under applicable law.
ARTICLE V
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DISPUTES
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5.1 Dispute Resolution; Arbitration. In the event of any controversy or
claim, whether based in contract, tort or otherwise, arising out of or
relating to this Agreement or the scope, breach, termination or validity of
this Agreement (a "Disputed Claim"), the Parties shall promptly seek to
resolve the same by negotiations between senior executives of the Parties who
have authority to settle the Disputed Claim. When a Party believes there is
a Disputed Claim under this Agreement that Party will give the other Party
written notice of the Disputed Claim. Within 30 days after receipt of
such notice, the receiving Party shall submit to the other a written response.
Both the notice and response shall include (i) a statement of each Party's
position and a summary of the evidence and arguments supporting its position,
and (ii) the name, title, fax number, and telephone number of the executive
who will represent that Party. The executives shall meet at a mutually
acceptable time and place within 15 days after the date of the response and
thereafter as often as they reasonably deem necessary to exchange relevant
information and to attempt to resolve the Disputed Claim. If one of the
executives intends to be accompanied at a meeting by an attorney, the other
executive shall be given at least five days' notice of such intention
and may also be accompanied by an attorney. All negotiations and
communications pursuant to this Article V shall be treated and maintained
by the Parties as confidential information and shall be treated as compromise
and settlement negotiations for the purposes of the Federal and State Rules
of Evidence.
5.2 Failure to Resolve Through Negotiations. If the Disputed Claim has not
been resolved within 60 days after the date of the response given pursuant to
Section 5.1 above, or such additional time, if any, that the Parties
mutually agree to in writing, or if the Party receiving such notice denies
the applicability of the provisions of Section 5.1 or otherwise refuses to
participate under the provisions of Section 5.1, either Party may initiate
binding arbitration pursuant to the provisions of Section 5.3 below.
5.3 Arbitration. Any Disputed Claims not settled pursuant to the foregoing
provisions shall be submitted to binding arbitration in accordance with
the following provisions. Arbitration shall be the sole and exclusive
remedy of the Parties in connection with any Disputed Claims hereunder.
(a) Disputed Claims shall be resolved by arbitration in accordance with
the then current Center for Public Resources Institute for Dispute
Resolution Rules for Non-Administered Arbitration for the U.S. and
Canada and related commentary ("Rules") and this Section. The arbitration
shall be governed by the United States Arbitration Act, 9 U.S.C. ss 1-16,
and the Rules, to the exclusion of any provision of state law
inconsistent with them. Notwithstanding anything to the contrary, the
provisions of this Article V shall control to the extent of any conflict
with the Rules.
(b) The Parties shall select one disinterested arbitrator who is a
practicing attorney or arbiter with at least ten years' experience in
the oil and gas industry or ten years' legal experience with oil and
gas law, and not previously employed by either Party or its affiliates,
and, if possible, shall be selected by agreement between the Parties. If
the Parties do not select a disinterested arbitrator by agreement within
15 days of the date of the notice of arbitration, a qualified arbitrator
will be selected in accordance with the Rules. The arbitrator(s) shall
resolve the disputes and render a final award in accordance with the
substantive laws of the state of Colorado. The arbitrator shall set forth
the reasons for the award in writing, and judgment on the arbitration
award may be entered in any court having jurisdiction.
(c) The Parties hereto hereby request and consent to the arbitrator
conducting a hearing in Denver, Colorado, no later than 60 days following
their selection or 30 days after all prehearing discovery has been
completed, whichever is later, at which the Parties shall present such
evidence and witnesses as they may choose, with or without counsel.
(d) The Federal Rules of Civil Procedure, as modified or supplemented by
the local rules of civil procedure for the U.S. District Court of
Colorado, shall apply in the arbitration. The Parties shall make their
witnesses available in a timely manner for discovery pursuant to such
rules. If a Party fails to comply with this discovery agreement within
the time established by the arbitrator, after resolving any discovery
disputes, the arbitrator may take such failure to comply into
consideration in reaching his decision. All discovery disputes shall be
resolved by the arbitrator pursuant to the procedures set forth in the
Federal Rules of Civil Procedure.
(e) Adherence to formal rules of evidence shall not be required. The
arbitrator shall consider any evidence and testimony that he determines to
be relevant.
(f) The Parties hereto hereby request that the arbitrators render their
decision within 30 days following conclusion of the hearing.
(g) Any decision of the arbitrator shall be final, binding and non-
appealable. Any such decision may be filed in any court of competent
jurisdiction and may be enforced by any Party as a final judgment in
such court. There shall be no grounds for appeal of any arbitration award
hereunder.
(h) The defenses of statute of limitations and laches shall be tolled
from and after the date a Party gives the other Party written notice of a
Disputed Claim as provided in Section 5.1 above until such time as the
Disputed Claim has been resolved pursuant to Section 5.1, or an
arbitration award has been entered pursuant to Section 5.3.
5.4 Recovery of Costs and Attorneys' Fees. In the event proceedings related
to this Agreement are initiated by either Party, the prevailing Party, after
the entry of a final non-appealable order, shall be entitled to recover from
the other Party, as a part of said order, all court costs, fees and expenses
of such arbitration (or litigation), including, without limitation,
reasonable attorneys' fees.
5.5 Choice of Forum. Any proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby, such proceedings shall
be held within the boundaries of the City and County of Denver, Colorado.
5.6 Governing Law. This Agreement shall be construed and enforced in
accordance with, and the rights of the Parties shall be governed by, the
law of the state of Colorado, without regard to any conflict-of-laws
provision thereof that would otherwise require the application of the
law of any other jurisdiction.
ARTICLE VI
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REPRESENTATIONS AND WARRANTIES
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6.1 Representations and Warranties of Global. Global represents and warrants
to Hallador as follows:
(a) Enforceability. The execution, delivery and performance hereof by
Global does not and will not contravene any provision of, or constitute
] a default under, or result in the creation of any lien under, any
indenture, mortgage, contract or other instrument to which Global is a
Party or by which it is bound or any judgment, injunction, order or
decree applicable to it, and do not and will not require the approval
or consent of any trustee or holder of indebtedness or obligations of
Global. This Agreement has been duly executed and delivered by Global.
Assuming due authorization, execution and delivery hereof by Hallador,
upon execution and delivery hereof, this Agreement will constitute the
legal, valid and binding agreement of Global, enforceable in accordance
with its terms, except as such enforceability may be limited by
applicable bankruptcy, reorganization, insolvency or similar laws
generally affecting the enforcement of creditors' rights and by the
availability of equitable remedies.
6.2 Representations and Warranties of Hallador. Hallador represents and
warrants to Global as follows:
(a) Organization and Qualification. Hallador is a corporation duly
organized and validly existing under the laws of the state of Colorado,
is duly qualified to do business in each jurisdiction where its failure
to so qualify would have a material adverse effect on its
business, operations or financial condition, and has the corporate
power and authority to execute and deliver this Agreement and enter
into and perform its obligations hereunder.
(b) Authority; Enforceability. The execution, delivery and performance
hereof by Hallador have been duly authorized by all necessary corporate
action on the part of Hallador, are not inconsistent with Hallador's
governing documents, do not and will not contravene any law or
governmental rule, regulation or order now in effect applicable to it,
do not and will not contravene any provision of, or constitute a default
under, or result in the creation of any lien under, any indenture,
mortgage, contract or other instrument to which Hallador is a Party
or by which it is bound or any judgment, injunction, order or decree
applicable to it, and do not and will not require the approval or
consent of any trustee or holder of indebtedness or obligations
of Hallador. This Agreement has been duly executed and delivered by
Hallador. Assuming due authorization, execution and delivery hereof by
Global, upon execution and delivery hereof, this Agreement will
constitute the legal, valid and binding agreement of Hallador, enforce-
able in accordance with its terms, except as such enforceability may
be limited by applicable bankruptcy, reorganization, insolvency or
similar laws generally affecting the enforcement of creditors'
rights and by the availability of equitable remedies.
(c) Knowledge and Experience. Hallador does hereby acknowledge and
agree that it is an experienced and knowledgeable investor in the oil
and gas business and that it is relying solely on its independent
investigation and evaluation of, and appraisal and judgment with
respect to, the Project and the valuation assumptions applicable thereto
and Hallador does hereby assume full responsibility for any conclusions
or analysis relating to the Project. Furthermore, Hallador does hereby
acknowledge and agree that Global makes no warranty or representation,
either express, implied, statutory or otherwise, with respect
to the accuracy, completeness or reliability of the information,
records and data now, heretofore or hereafter made available to
Hallador in connection with the Project.
ARTICLE VII
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GENERAL PROVISIONS
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7.1 Notices. All notices, requests, demands and other communications
required or permitted to be given under this Agreement shall be deemed to
have been duly given if in writing and delivered personally or sent via
first-class, postage prepaid, registered or certified mail (return receipt
requested), or by overnight delivery service or facsimile transmission
addressed as follows:
If to Global:
Global GeoData, LLC
Attn: Xxxxxxx X. Xxxxxx
X.X. Xxx 0000
Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
J. Xxxxx Xxxxxxx
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Hallador:
Hallador Petroleum Company
0000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Any Party may change the address to which the communications are to be
directed to it by giving notice to the other in the manner provided in this
Section 7.1. Notice by mail shall be deemed to have been given and received
on the third business day after posting. Notice by overnight delivery
service, facsimile transmission or personal delivery shall be deemed given
on the date of actual delivery.
7.2 Waiver. No course of dealing and no delay on the part of either Party in
exercising any right, power or remedy shall operate as a waiver thereof or
otherwise prejudice such Party's rights, powers or remedies. No term or
condition of this Agreement shall be deemed to have been waived nor shall there
be any estoppel to enforce any provision of this Agreement except by written
instrument of the Parties charged with such waiver or estoppel. The waiver of
any breach of any term, condition or provision of this Agreement shall not be
construed as a waiver of any prior, concurrent or subsequent breach of the
same or any other term, condition or provision hereof.
7.3 Entire Agreement; Amendment. This Agreement and that certain
Confidentiality Agreement and No-Competition Agreement dated May 20, 2005
between the Parties, including the exhibits attached hereto and thereto,
constitutes the entire agreement and understanding between the Parties hereto
with respect to the subject matter hereof, and supersede all other prior and
contemporaneous agreements and undertakings of the Parties, in connection
herewith. This Agreement may be modified in writing only, signed by the
Parties in interest at the time of modification.
7.4 Successors and Assigns. This Agreement shall inure to the benefit of and
be binding upon the Parties and their respective successors and permitted
assigns, whether so expressed or not. If either Party hereto (an "Assignor")
assigns any or all of its rights hereunder, such assignment shall be in
writing and provide that the assignee agrees to assume all of the Assignor's
liabilities hereunder; provided, however that the Assignor shall remain jointly
liable for obligations attributable to periods prior to the date the
assignment is completed. Any such assignment shall not be binding on the other
Party unless the provisions hereof have been complied with and unless and
until it has been furnished with a fully executed copy of such assignment,
and shall not relive the Assignor of its obligations hereunder.
7.5 Recording. Global and Hallador shall execute, acknowledge, and deliver
a "short form" memorandum of this Agreement in the form of the attached
Exhibit B, which either Party shall have the right to place of record in the
counties which are wholly or partially contained within the AMI. Promptly
upon request by either Party at any time following the termination of this
Agreement, however such termination may be brought about, Global and Hallador
shall execute and deliver to each other an instrument, in recordable form,
evidencing the termination of this Agreement.
7.6 Severability. The invalidity or unenforceability of any provision of
this Agreement shall in no way affect the validity or enforceability of any
other provision hereof.
7.7 Time of Essence. Time is of the essence in the performance of all
obligations falling due hereunder.
7.8 Captions. The headings to Articles, Sections, paragraphs and other sub-
divisions of this Agreement are inserted for convenience of reference only and
will not affect the meaning or interpretation of this Agreement.
7.9 Schedules and Exhibits. All schedules and exhibits hereto which are
referred to herein are hereby made a part hereof and incorporated herein by
such reference.
7.10 No Partnership. The relationship between Global and Hallador at all
times shall not be deemed a partnership or joint venture.
7.11 No Third Party Beneficiaries. This Agreement inures to the sole and
exclusive benefit of Global and Hallador, their respective successors,
legal representatives and assigns, and confers no benefit on any third Person.
7.12 Good Faith; Further Assurances. The Parties hereto shall, in good faith,
undertake to perform their obligations in this Agreement. Upon request by
either Party from time to time during the term of this Agreement, each Party
agrees to execute and deliver all such other and additional instruments,
notices and other documents and do all such other acts and things as may be
necessary to carry out the purposes of this Agreement and to more fully
assure the Parties' rights and interests provided for hereunder.
7.13 Survival. The termination of this Agreement shall not discharge any
Party from any obligation that it owes to the other Party hereunder. In
addition, Hallador's obligation to assign Global the Global ORRI on
extensions and renewals of Leases shall survive the termination of this
Agreement.
7.14 Negotiated Transaction. The provisions of this Agreement were
negotiated by the Parties hereto, and this Agreement shall be deemed to
have been drafted by all of the Parties hereto.
THE PARTIES HERETO HAVE EXECUTED this Agreement to be effective as of the
day first hereinabove written.
GLOBAL GEODATA, LLC
By: /S/XXXXXXX X XXXXXX
Name: Xxxxxxx X. Xxxxxx
Title: Manager
HALLADOR PETROLEUM COMPANY
By: /S/XXXXXX X. XXXXXX
Name: Xxxxxx X. Xxxxxx
Title: Chief Executive Officer
and President
J. XXXXX XXXXXXX
By: /S/J. XXXXX XXXXXXX
Name: J. Xxxxx Xxxxxxx
