“
JSTX Contribution Agreement” means that certain Contribution Agreement, dated as of
November 2, 2020, by and among Corporation, the Partnership and JSTX, as amended or otherwise modified from time to time in accordance therewith.
“
Juniper Group”
means any Person directly or indirectly controlled or advised by Juniper Capital II Holdings, LLC, Juniper Capital III Holdings, LLC, Juniper Capital Advisors, L.P., Juniper Capital II GP, LP, Juniper Capital III GP, LP, or Juniper Capital Advisors GP, LLC, or any of their respective Affiliates (including JSTX), and each investor in any of the foregoing;
provided, however, Juniper Group shall be deemed to exclude Contributor and all of its
subsidiaries. For purposes of this definition,
“control” shall mean the ownership, legally or beneficially, directly or indirectly, of more than 50% of the voting shares or membership interest of any company, corporation or business entity.
“Knowing
and Intentional Breach” means a material breach that is a consequence of an act undertaken by the breaching party with the Knowledge that the undertaking of such act would, or would be reasonably expected to, cause a material breach of this Agreement.
“Knowledge” means (a) with respect to Corporation, the actual knowledge of the executive officers of Corporation as of the Execution Date and (b) with respect to Contributor, the actual knowledge of the following people (and, as used with respect to Contributor’s representations and warranties in Section 5, after reasonable inquiry of such Person’s direct reports): Sean Fitzgerald and Michael Rozenfeld.
“Lands”
means all lands covered by the Leases or the lands pooled, unitized, communitized or consolidated therewith.
“Law” means any applicable federal, state, local or foreign law (including common law), statute, ordinance, regulation, judicial or arbitral award, rule, writ, binding determination, code, decree, Permit, Order, or other applicable requirement or rule of law.
“Leases” means (a) the Hydrocarbon leases listed on Exhibit A-1 and (b) any other Hydrocarbon lease that covers the lands located within the boundaries of the area depicted on Exhibit A-2, in each case, together with all leasehold
estates and other interests created thereby, and any lands unitized, communitized or pooled with such leases.
“Legal Proceeding” means any judicial, administrative, regulatory, arbitral or other action, appeal, suit, litigation, mediation, investigation, inquiry, proceeding, demand, claim (including any counterclaim) or cause of action by or before a Governmental Authority, whether at law or in equity.
“Liabilities” means any and all claims (whether Third-Party or intra-Party), obligations, actions, cause of actions, liabilities, indebtedness, damages, losses, awards, fines, penalties, Taxes, settlements,
costs and expenses (including reasonable attorneys’ and consultants’ fees and expenses) (whether known, unknown, fixed, unfixed, disclosed, undisclosed, matured, unmatured, accrued, unaccrued, asserted, unasserted, liquidated, unliquidated, absolute, contingent, direct, indirect, conditional, unconditional, secured, unsecured, vicarious, derivative, due, joint, several or secondary).
“
Liens” means any lien, mortgage, security interest, pledge, deposit, restriction, burden, charge, adverse claim, encumbrance, obligation, rights of a vendor under any title retention or conditional sale agreement, or lease or other arrangement substantially equivalent thereto, preferential arrangement or restriction or limitation of any kind, including any restriction on the use, voting, transfer, receipt
of income or other exercise of any attributes of ownership (including any
contract granting any of the foregoing).
“Lowest Cost Response” means the response required or permitted under applicable Environmental Laws that corrects, removes or otherwise fully satisfies the applicable Environmental Liability (for current and future use consistent in all material respects with the same manner as currently used) in the most effective cost manner (considered as a whole) as compared to any other response that is required or permitted under Environmental Laws in effect as of the end of the Examination Period (considered as a whole taking into consideration any negative impact thereof may have on the operations
of the relevant Assets and any potential additional Liabilities that may reasonably be expected to arise as a result thereof). The Lowest Cost Response shall not include (a) the costs or expenses of any Party’s or its respective Affiliate’s employees, (b) expenses for matters that are costs of doing business that would be incurred with no Environmental Liabilities (e.g., those costs that would ordinarily be incurred in the day-to-day operations of the Assets or in connection with permit renewal and/or amendment activities), or (c) general and administrative costs and expenses of a Party or its Party’s respective Affiliates.
“
Material Contracts” means any of the following
Contracts
(x) to which Contributor is a party (or bound as a successor in interest) that are used or held for use in connection with, or relate to, the Properties, or (y) by which any Property is otherwise bound, and by which Corporation as owner of the Assets would be bound following the Closing (in each case, other than any such
Contracts that will be terminated (or amended such that the same no longer burden, relate to or concern the Assets) prior to or at Closing):
