Proceeding means any actual or threatened claim (including a claim of a
violation of applicable Law), cause of action, action, charge, complaint, audit, demand, litigation, suit, proceeding, investigation, citation, inquiry, 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, cause of action, action, charge, complaint, audit, demand, litigation, suit,
proceeding, investigation, citation, inquiry, 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 similar interests that constitute a burden on, and are measured by or are payable out of, the production of Hydrocarbons or the proceeds realized from the sale or other disposition thereof (including any amounts payable to
publicly traded royalty trusts), but excluding Taxes and assessments of Governmental Entities.
Release means any
depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the 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, as amended.
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, declaration, claim for refund, information return or other document
(including any related or supporting information and amendment thereof) filed or required to be filed with any Taxing Authority in connection with the determination, assessment, collection or administration of any Taxes.
Taxes means any and all taxes and charges, levies or other assessments in the nature of a tax, including income, gross
receipts, license, payroll, employment, stamp, occupation, windfall profits, environmental, capital stock, social security, unemployment, disability, transfer, registration, ad valorem, alternative or add-on
minimum, estimated, corporate, capital, excise, property, sales, use, turnover, value-added and franchise taxes, deductions, withholdings, custom duties, and other assessments in the nature of a tax together with all interest, penalties, and
additions thereto, imposed by any Governmental Entity.
Taxing Authority means any Governmental Entity having
jurisdiction over the administration or imposition of any Tax.
Termination Fee means $98,000,000.
Annex A
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