ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT FOR THE AKLAQ AND KUUKPIK SURVEYS, dated as of January 9, 2020, is by and among SAExploration, Inc., a Delaware corporation with its address at 1160 Dairy Ashford Road, Suite 160, Houston, Texas 77079 (SAE), ALASKAN Seismic Ventures, LLC, an Alaskan limited liability company with its address at P. O. Box 876489, Wasilla, Alaska 99687 (ASV and together with SAE, each, a Seller and collectively, the Sellers), and TGS-NOPEC Geophysical Company ASA, a public limited company registered in Norway with its address at 4 Lensmannslia, N-1386, Asker, Norway (Purchaser).
WHEREAS, Sellers collectively own the Acquired Assets (as hereinafter defined); and
WHEREAS, Sellers desire to sell to Purchaser, and Purchaser desires to acquire from Sellers, the Acquired Assets in exchange for the Purchase Price (as hereinafter defined), subject to the terms and conditions set forth in this Agreement; and
WHEREAS, Sellers desire to grant to Purchaser, and Purchaser desires to obtain from Sellers, a right of first refusal, exercisable during the period from and after the date hereof until the date that is four years following the date hereof, to purchase from ASV or SAE, as applicable, (the ROFR) the surveys listed on Schedule A (together with all rights and benefits associated with such surveys, including any Permits (as hereinafter defined) related thereto, and any rights pursuant to contractual arrangements associated with any prefunding thereof, including all rights to funds received or receivable thereunder, the ROFR Assets); and
WHEREAS, substantially simultaneously with the execution and delivery of this Agreement, SAE and Purchaser have executed and delivered the Asset Purchase Agreement for the CRD Surveys (the CRD Purchase Agreement).
NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows:
In addition to the terms defined throughout this Agreement, the following terms have the respective meanings set forth below:
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Affiliate means any Person which controls or is controlled by a Party, or which controls or is controlled by a Person which controls such Party; and control means the power to direct or cause the direction of the management and policies of the other Person, whether directly or indirectly, through one or more intermediaries or otherwise, and whether by virtue of the ownership of shares or other equity interests, the holding of voting rights or contractual rights, or partnership interests or otherwise.