Proceeding means any actual or threatened claim (including a claim of a
violation of applicable Law), charge, cause of action, action, audit, arbitration, demand, litigation, suit, proceeding, investigation, grievance, citation, summons, subpoena, inquiry, hearing, originating application to a tribunal, arbitration or
other proceeding at Law or in equity or order or ruling, in each case whether civil, criminal, administrative, investigative or otherwise, whether in contract, in tort or otherwise, and whether or not such claim, charge, cause of action, action,
audit, arbitration, demand, litigation, suit, proceeding, investigation grievance, citation, summons, subpoena, inquiry, hearing, originating application to a tribunal, arbitration or other proceeding or order or ruling results in a formal civil or
criminal litigation or regulatory action.
Production Burdens means any royalties (including lessors royalties),
overriding royalties, production payments, net profit interests or other burdens upon, measured by or payable out of oil, gas or mineral production.
Release means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying,
discharging, migrating, injecting, escaping, leaching, dumping, or disposing into the indoor or outdoor environment.
Representatives means, with respect to any Person, the officers, directors, employees, accountants, consultants, agents,
legal counsel, financial advisors and other representatives of such Person.
Sarbanes-Oxley Act means the
Sarbanes-Oxley Act of 2002.
SEC means the United States Securities and Exchange Commission.
Securities Act means the Securities Act of 1933.
Subsidiary means, with respect to a Person, any Person, whether incorporated or unincorporated, of which (a) at least
50% of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions, (b) a general partner interest or (c) a managing member
interest, is directly or indirectly owned or controlled by the subject Person or by one or more of its respective Subsidiaries.
Takeover Law means any fair price, moratorium, control share acquisition,
business combination or any other anti-takeover statute or similar statute enacted under applicable Law.
Tax
Returns means any return, report, statement, information return or other document (including any related or supporting information) filed or required to be filed with any Taxing Authority in connection with the determination,
assessment, collection or administration of any Taxes.
Taxes means (i) any and all taxes and similar charges,
levies or other assessments of any kind, including, but not limited to, income, corporate, capital, excise, property, sales, use, turnover, value added and franchise taxes, deductions, escheat and unclaimed property obligations, withholdings and
custom duties, together with all interest, penalties, and additions to tax, imposed by any Governmental Entity, and (ii) any and all liabilities in respect an item described in clause (i) payable under Treasury
Regulations § 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, or by reason of contract, assumption, operation of Law, or otherwise.
Taxing Authority means any Governmental Entity having jurisdiction in matters relating to Tax matters.
Transactions means the Integrated Mergers and the other transactions contemplated by this Agreement and each other
agreement to be executed and delivered in connection herewith and therewith.
Annex A
A-89