Common use of ASSIGNMENT AND RIGHTS UPON ASSIGNMENT Clause in Contracts

ASSIGNMENT AND RIGHTS UPON ASSIGNMENT. 12.1. Subject to the provisions of Section 12.2. and 12.3. hereof, and notwithstanding anything in this Agreement or in the Ofshore Operating Agreement to the contrary, if any Party assigns (including any sale, exchange or other transfer) any of its working interest in the Balancing Area when such Party is an Underproduced or Overproduced Party, the assignment or other act of transfer shall, insofar as the Parties hereto are concerned, include all interest of the assigning or transferring Party in the Gas, all rights to receive or obligations to provide or take Makeup Gas and all rights to receive or obligations to make any monetary payment which may ultimately be due hereunder, as applicable. Operator and each of the other Parties hereto shall thereafter treat the assignment accordingly, and the assigning or transferring Party shall look solely to its assignee or other transferee for any interest in the Gas or monetary payment that such Party may have or to which it may be entitled, and shall cause its assignee or other transferee to assume its obligations hereunder. 12.2. Notwithstanding anything in this Agreement (including but not limited to the provisions of Section 12.1. hereof) or in the Ofshore Operating Agreement to the contrary, and subject to the provisions of Section 12.3. hereof, in the event an Overproduced Party intends to sell, assign, exchange or otherwise transfer any of its interest in a Balancing Area, such Overproduced Party shall notify in writing the other working interest owners who are Parties hereto in such Balancing Area of such fact at least sixty (60) days prior to closing the transaction. Thereafter, any Underproduced Party may demand from such Overproduced Party in writing, within thirty (30) days afer receipt of the Overproduced Party's notice, a cash settlement of its Underproduction from the Balancing Area. The Operator shall be notified of any such demand and of any cash settlement pursuant to this Section 12., and the Overproduction and Underproduction of each Party shall be adjusted accordingly. Any cash settlement pursuant to this Section 12. shall be paid by the Overproduced Party, accompanied by appropriate accounting detail, on or before the earlier to occur (1) of sixty (60) days after receipt of the Underproduced Party's demand or (2) at the closing of the transaction in which the Overproduced Party sells, assigns, exchanges or otherwise transfers its interest in a Balancing Area on the same basis as otherwise set forth in Sections 6.3. through 6.7., and shall bear interest at the STWDJOA - Exhibit "E" rate set forth in Section 6.8. hereof, beginning sixty (60) days after the Overproduced Party's sale, assignment, exchange or transfer of its interest in the Balancing Area for any amounts not paid. Provided, however, if any Underproduced Party does not so demand such cash settlement of its Underproduction from the Balancing Area, such Underproduced shall look exclusively to the assignee or other successor in interest of the Overproduced Party giving notice hereunder for the satisfaction of such Underproduced Party's Underproduction in accordance with the provisions of Section 12.1. hereof. 12.3. The provisions of this Section 12. shall not be applicable in the event any Party mortgages its interest or disposes of its interest by merger, reorganization, consolidation or sale of substantially all of its assets to a subsidiary or parent company, or to any company in which any parent or subsidiary of such party owns a majority of the stock of such company.

ASSIGNMENT AND RIGHTS UPON ASSIGNMENT. 12.1. 13.1 Subject to the provisions of Section 12.2. Sections 13.2 and 12.3. 13.3 hereof, and notwithstanding anything in this Agreement or in the Ofshore Operating Agreement to the contrary, if any Party assigns (including any sale, exchange or other transfer) any of its working interest in the Balancing Area when such Party is an Underproduced or Overproduced Party, the assignment or other act of transfer shall, insofar as the Parties hereto are concerned, include all interest of the assigning or transferring Party in the Gas, all rights to receive or obligations to provide or take Makeup Gas and all rights to receive or obligations to make any monetary payment which may ultimately be due hereunder, as applicable. Operator and each of the other Parties hereto shall thereafter treat the assignment accordingly, and the assigning or transferring Party shall look solely to its assignee or other transferee for any interest in the Gas or monetary payment that such Party may have or to which it may be entitled, entitled and shall cause its assignee or other transferee to assume its obligations obligation hereunder. 12.2. 13.2 Notwithstanding anything in this Agreement (including but not limited to the provisions of Section 12.1. 13.1 hereof) or in the Ofshore Operating Agreement to the contrary, and subject to the provisions of Section 12.3. 13.3 hereof, in the event an Overproduced Party intends to sell, assign, exchange or otherwise transfer any of its interest in a Balancing Area, such Overproduced Party shall notify in writing the other working interest owners who are Parties hereto in such Balancing Area of such fact at least sixty (60) days prior to closing the transaction. Thereafter, any Underproduced Party may demand from such Overproduced Party in writing, within thirty (30) days afer after receipt of the Overproduced Party's notice, a cash settlement of its Underproduction from the Balancing Area. The Operator shall be notified of any such demand by an Underproduced Party and of any cash settlement pursuant to this Section 12.13, and the Overproduction and Underproduction of each Party shall be adjusted accordingly. Any cash settlement pursuant to this Section 12. 13 shall be paid by the Overproduced Party, accompanied by appropriate accounting detail, Party on or before the earlier to occur (1i) of sixty (60) days after receipt of the Underproduced Party's demand or (2ii) at the closing of the transaction in which the Overproduced Party sells, assigns, exchanges or otherwise transfers its interest in a Balancing Area on the same basis as otherwise set forth in Sections 6.3. 7.3 through 6.7.7.6 hereof, and shall bear interest at the STWDJOA - Exhibit "E" rate set forth in Section 6.8. 7.7 hereof, beginning sixty (60) days after the Overproduced Party's sale, assignment, exchange or transfer of its interest in the Balancing Area for any amounts not paid. Provided, however, if any Underproduced Party does not so demand such cash settlement of its Underproduction from the Balancing Area, such Underproduced Party shall look exclusively to the assignee or other successor in interest of the Overproduced Party giving notice hereunder for the satisfaction of such Underproduced Party's Underproduction in accordance with the provisions provision of Section 12.1. 13.1 hereof. 12.3. 13.3 The provisions of this Section 12. 13 shall not be applicable in the event any Party mortgages its interest or disposes of its interest by merger, reorganization, consolidation or sale of substantially all of its assets to a subsidiary or parent company, or to any company in which any parent or subsidiary of such party Party owns a majority of the stock of such company. ----------------------------------------------------------------------------- EXHIBIT "E" Attached to and made a part of that certain Allegheny Operating Agreement dated effective May 1, 1995, between Enserch Exploration, Inc., Reading & Bates Development Co., Mobil Oil Corporation and Mobil Oil Exxxxxation & Producing Southeast Inc.. EQUAL EMPLOYMENT OPPORTUNITY PROVISION During the performance of this contract, the Operator agrees as follows: 1. The Operator will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The Operator will take affirmative action to ensure that applicants are employed and that employees are treated during employment, without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Operator agrees to post in conspicuous places, available to employees and applicants for employment notices to be provided for the contracting officer setting forth the provisions of this non-discrimination clause. 2. The Operator will, in all solicitations or advertisements for employees placed by or on behalf of the Operator, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin. 3. The Operator will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the Operator's commitments under Section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Operator will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Operator will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 6. In the event of Operator's non-compliance with the non- discrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the Operator may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rules, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Operator will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Operator will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions including sanctions for non-compliance: Provided, however, that in the event the Operator becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the contracting agency, the Operator may request the United States to enter into such litigation to protect the interests of the United States. Operator acknowledges that it may be required to file Standard Form 100 (EEO-1) promulgated jointly by the Office of Federal Contract Compliance, the Equal Employment Opportunity Commission and Plans for Progress with the appropriate agency within thirty (30) days of the date of contract award if such report has not been filed for the current year and otherwise comply with or file such other compliance reports as may be required under Executive Order 11246, as amended and Rules and Regulations adopted thereunder. Operator further acknowledges that it may be required to develop a written affirmative action compliance program as required by the Rules and Regulations approved by the Secretary of Labor under authority of Executive Order 11246 and supply Non-Operators with a copy of such program if they so request.

ASSIGNMENT AND RIGHTS UPON ASSIGNMENT. 12.1. 13.1 Subject to the provisions of Section 12.2. Sections 13.2 and 12.3. 13.3 hereof, and notwithstanding anything in this Agreement Statement or in the Ofshore Operating Agreement to the contrary, if any Party assigns (including any sale, exchange or other transfer) any of its working interest in the Balancing Area when such Party is an Underproduced or Overproduced Party, the assignment or other act of transfer shall, insofar as the Parties hereto are concerned, include all interest of the assigning or transferring Party in the Gas, all rights to receive or obligations to provide or take Makeup Gas and all rights to receive or obligations to make any monetary payment which may ultimately be due hereunder, as applicable. Operator and each of the other Parties hereto shall thereafter treat the assignment accordingly, and the assigning or transferring Party shall look solely to its assignee or other transferee for any interest in the Gas or monetary payment that such Party may have or to which it may be entitled, and shall cause its assignee or other transferee to assume its obligations hereunder. 12.2. 13.2 Notwithstanding anything in this Agreement Statement (including but not limited to the provisions of Section 12.1. 13.1 hereof) or in the Ofshore Operating Agreement to the contrary, and subject to the provisions of Section 12.3. 13.3 hereof, in the event if an Overproduced Party intends to sell, assign, exchange or otherwise transfer any of its interest in a Balancing Area, such Overproduced Party shall notify in writing the other working interest owners who are Parties hereto in such Balancing Area of such fact at least sixty thirty (6030) days prior to closing the transaction. Thereafter, any Underproduced Party may demand from such Overproduced Party in writing, within thirty fifteen (3015) days afer after receipt of the Overproduced Party's ’s notice, a cash settlement of its Underproduction from the Balancing Area. The Operator shall be notified of any such demand and of any cash settlement pursuant to this Section 12.13, and the Overproduction and Underproduction of each Party shall be adjusted accordingly. Any cash settlement pursuant to this Section 12. 13 shall be paid by the Overproduced Party, accompanied by appropriate accounting detail, Party on or before the earlier to occur (1i) of sixty (60) days after receipt of the Underproduced Party's ’s demand or (2ii) at the closing of the transaction in which the Overproduced Party sells, assigns, exchanges or otherwise transfers its interest in a Balancing Area on the same basis as otherwise set forth in Sections 6.3. 7.3 through 6.7.7.6 hereof, and shall bear interest at the STWDJOA - Exhibit "E" rate set forth in Section 6.8. 7.7 hereof, beginning sixty (60) days after the Overproduced Party's ’s sale, assignment, exchange or transfer of its interest in the Balancing Area for any amounts not paid. Provided, however, if any Underproduced Party does not so demand such cash settlement of its Underproduction from the Balancing Area, such Underproduced Party shall look exclusively to the assignee or other successor in interest of the Overproduced Party giving notice hereunder for the satisfaction of such Underproduced Party's ’s Underproduction in accordance with the provisions of Section 12.1. 13.1 hereof. 12.3. 13.3 The provisions of this Section 12. 13 shall not be applicable in the event apply if any Party mortgages its interest or disposes of its interest by merger, reorganization, consolidation or sale of substantially all of its assets to a subsidiary or parent company, or to any company in which any parent or subsidiary of such party Party owns a majority of the stock of such company.. EXHIBIT D – Page 9

ASSIGNMENT AND RIGHTS UPON ASSIGNMENT. 12.1. 13.1 Subject to the provisions of Section 12.2. Sections 13.2 (if elected) and 12.3. 13.3 hereof, and notwithstanding anything in this Agreement or in the Ofshore Operating Agreement to the contrary, if any Party assigns (including any sale, exchange or other transfer) any of its working interest in the Balancing Area when such Party is an Underproduced Under produced or Overproduced Party, the assignment or other act of transfer shall, insofar as the Parties hereto are concerned, include all interest of the assigning or transferring Party in the Gas, all rights to receive or obligations to provide or take Makeup Gas and all rights to receive or obligations to make any monetary payment which may ultimately be due hereunder, as applicable. The Manager of Operations or Contract Operator and each of the other Parties hereto shall thereafter treat the assignment accordingly, and the assigning or transferring Party shall look solely to its assignee or other transferee for any interest in the Gas or monetary payment that such Party may have or to which it may be entitled, and shall cause its assignee or other transferee to assume its obligations hereunder. 12.2. 13.2 (CASH SETTLEMENT UPON ASSIGNMENT) Notwithstanding anything in this Agreement (including but not limited to the provisions of Section 12.1. 13.1 hereof) or in the Ofshore Operating Agreement to the contrary, and subject to the provisions of Section 12.3. 13.3 hereof, in the event an Overproduced Party intends to sell, assign, exchange or otherwise transfer any of its interest in a Balancing Area, such Overproduced Party shall notify in writing the other working interest owners who are Parties hereto in such Balancing Area of such fact at least sixty thirty (6030) days prior to closing the transaction. Thereafter, any Underproduced Under Produced Party may demand from such Overproduced Party in writing, within thirty fifteen (3015) days afer after receipt of the Overproduced Party's notice, a cash settlement of its Underproduction from the Balancing Area. The Contract Operator shall be notified of any such demand and of any cash settlement pursuant to this Section 12.13, and the Overproduction and Underproduction of each Party shall be adjusted accordingly. Any cash settlement pursuant to this Section 12. 13 shall be paid by the Overproduced Party, accompanied by appropriate accounting detail, Party on or before the earlier to occur (1i) of sixty (60) days after receipt of the Underproduced Under Produced Party's demand or (2ii) at the closing of the transaction in which the Overproduced Party sells, assigns, exchanges or otherwise transfers its interest in a Balancing Area on the same basis as otherwise set forth in Sections 6.3. 7.3 through 6.7.7.6 hereof, and shall bear interest at the STWDJOA - Exhibit "E" rate set forth in Section 6.8. 7.7 hereof, beginning sixty (60) days 60)days after the Overproduced Party's sale, assignment, exchange or transfer of its interest in the Balancing Area for any amounts not paid. Provided, however, if any Underproduced Under Produced Party does not so demand such cash settlement of its Underproduction from the Balancing Area, such Underproduced Under Produced Party shall look exclusively to the assignee or other successor in interest of the Overproduced Party giving notice hereunder for the satisfaction of such Underproduced Under Produced Party's Underproduction Under production in accordance with the provisions of Section 12.1. 13.1 hereof. 12.3. 13.3 The provisions of this Section 12. 13 shall not be applicable in the event any Party mortgages its interest or disposes of its interest by merger, reorganization, consolidation or sale of substantially all of its assets to a subsidiary or parent company, or to any company in which any parent or subsidiary of such party Party owns a majority of the stock of such company.

ASSIGNMENT AND RIGHTS UPON ASSIGNMENT. 12.1. 13.1 Subject to the provisions of Section 12.2. Sections 13.2 and 12.3. 13.3 hereof, and notwithstanding anything in this Agreement Statement or in the Ofshore Operating Agreement to the contrary, if any Party assigns (including any sale, exchange or other transfer) any of its working interest in the Balancing Area when such Party is an Underproduced or Overproduced Party, the assignment or other act of transfer shall, insofar as the Parties hereto are concerned, include all interest of the assigning or transferring Party in the Gas, all rights to receive or obligations to provide or take Makeup Gas and all rights to receive or obligations to make any monetary payment which may ultimately be due hereunder, as applicable. Operator and each of the other Parties hereto shall thereafter treat the assignment accordingly, and the assigning or transferring Party shall look solely to its assignee or other transferee for any interest in the Gas or monetary payment that such Party may have or to which it may be entitled, and shall cause its assignee or other transferee to assume its obligations hereunder. 12.2. 13.2 Notwithstanding anything in this Agreement Statement (including but not limited to the provisions of Section 12.1. 13.1 hereof) or in the Ofshore Operating Agreement to the contrary, and subject to the provisions of Section 12.3. 13.3 hereof, in the event if an Overproduced Party intends to sell, assign, exchange or otherwise transfer any of its interest in a Balancing Area, such Overproduced Party shall notify in writing the other working interest owners who are Parties hereto in such Balancing Area of such fact at least sixty thirty (6030) days prior to closing the transaction. Thereafter, any Underproduced Party may demand from such Overproduced Party in writing, within thirty fifteen (3015) days afer after receipt of the Overproduced Party's ’s notice, a cash settlement of its Underproduction from the Balancing Area. The Operator shall be notified of any such demand and of any cash settlement pursuant to this Section 12.13, and the Overproduction and Underproduction of each Party shall be adjusted accordingly. Any cash settlement pursuant to this Section 12. 13 shall be paid by the Overproduced Party, accompanied by appropriate accounting detail, Party on or before the earlier to occur (1i) of sixty (60) days after receipt of the Underproduced Party's ’s demand or (2ii) at the closing of the transaction in which the Overproduced Party sells, assigns, exchanges or otherwise transfers its interest in a Balancing Area on the same basis as otherwise set forth in Sections 6.3. 7.3 through 6.7.7.6 hereof, and shall bear interest at the STWDJOA - Exhibit "E" rate set forth in Section 6.8. 7.7 hereof, beginning sixty (60) days after the Overproduced Party's ’s sale, assignment, exchange or transfer of its interest in the Balancing Area for any amounts not paid. Provided, however, if any Underproduced Party does not so demand such cash settlement of its Underproduction from the Balancing Area, such Underproduced Party shall look exclusively to the assignee or other successor in interest of the Overproduced Party giving notice hereunder for the satisfaction of such Underproduced Party's ’s Underproduction in accordance with the provisions of Section 12.1. 13.1 hereof. 12.3. 13.3 The provisions of this Section 12. 13 shall not be applicable in the event apply if any Party mortgages its interest or disposes of its interest by merger, reorganization, consolidation or sale of substantially all of its assets to a subsidiary or parent company, or to any company in which any parent or subsidiary of such party Party owns a majority of the stock of such company.

ASSIGNMENT AND RIGHTS UPON ASSIGNMENT. 12.113.1. Subject to the provisions of Section 12.2. Sections 13.2 (if elected) and 12.3. 13.3 hereof, and notwithstanding anything in this Agreement or in the Ofshore Operating Agreement to the contrary, if any Party assigns (including any sale, exchange or other transfer) any of its working interest in the Balancing Area when such Party is an Underproduced or Overproduced Party, the assignment or other act of transfer shall, insofar as the Parties hereto are concerned, include all interest of the assigning or transferring Party in the Gas, all rights to receive or obligations to provide or take Makeup Gas and all rights to receive or obligations to make any monetary payment which may ultimately be due hereunder, as applicable. Operator and each of the other Parties hereto shall thereafter treat the assignment accordingly, and the assigning or transferring Party shall look solely to its assignee or other transferee for any interest in the Gas or monetary payment that such Party may have or to which it may be entitled, and shall cause its assignee or other transferee to assume its obligations hereunder. 12.213.2. [ ] (Optional — Cash Settlement Upon Assignment) Notwithstanding anything in this Agreement (including but not limited to the provisions of Section 12.1. 13.1 hereof) or in the Ofshore Operating Agreement to the contrary, and subject to the provisions of Section 12.3. 13.3 hereof, in the event an Overproduced Party intends to sell, assign, exchange or otherwise transfer any of its interest in a Balancing Area, such Overproduced Party shall notify in writing the other working interest owners who are Parties hereto in such Balancing Area of such fact at least sixty (60( ) days prior to closing the transaction. Thereafter, any Underproduced Party may demand from such Overproduced Party in writing, within thirty (30( ) days afer after receipt of the Overproduced Party's notice, a cash settlement of its Underproduction from the Balancing Area. The Operator shall be notified of any such demand and of any cash settlement pursuant to this Section 12.13, and the Overproduction and Underproduction of each Party shall be adjusted accordingly. Any cash settlement pursuant to this Section 12. 13 shall be paid by the Overproduced Party, accompanied by appropriate accounting detail, Party on or before the earlier to occur (1i) of sixty (60) days after receipt of the Underproduced Party's ’s demand or (2ii) at the closing of the transaction in which the Overproduced Party sells, assigns, exchanges or otherwise transfers its interest in a Balancing Area on the same basis as otherwise set forth in Sections 6.3. 7.3 through 6.7.7.6 hereof, and shall bear interest at the STWDJOA - Exhibit "E" rate set forth in Section 6.8. 7.7 hereof, beginning sixty (60) days after the Overproduced Party's ’s sale, assignment, exchange or transfer of its interest in the Balancing Area for any amounts not paid. Provided, however, if any Underproduced Party does not so demand such cash settlement of its Underproduction from the Balancing Area, such Underproduced Party shall look exclusively to the assignee or other successor in interest of the Overproduced Party giving notice hereunder for the satisfaction of such Underproduced Party's ’s Underproduction in accordance with the provisions of Section 12.1. 13.1 hereof. 12.313.3. The provisions of this Section 12. 13 shall not be applicable in the event any Party mortgages its interest or disposes of its interest by merger, reorganization, consolidation or sale of substantially all of its assets to a subsidiary or parent company, or to any company in which any parent or subsidiary of such party Party owns a majority of the stock of such company.

ASSIGNMENT AND RIGHTS UPON ASSIGNMENT. 12.1. Subject to the provisions of Section 12.2. and 12.3. hereof, and notwithstanding anything in this Agreement or in the Ofshore Operating Agreement to the contrary, if any Party assigns (including any sale, exchange or other transfer) any of its working interest in the Balancing Area when such Party is an Underproduced or Overproduced Party, the assignment or other act of transfer shall, insofar as the Parties hereto are concerned, include all interest of the assigning or transferring Party in the Gas, all rights to receive or obligations to provide or take Makeup Gas and all rights to receive or obligations to make any monetary payment which may ultimately be due hereunder, as applicable. Operator and each of the other Parties hereto shall thereafter thereafer treat the assignment accordingly, and the assigning or transferring Party shall look solely to its assignee or other JOA - Exhibit "E" transferee for any interest in the Gas or monetary payment that such Party may have or to which it may be entitled, and shall cause its assignee or other transferee to assume its obligations hereunder. 12.2. Notwithstanding anything in this Agreement (including but not limited to the provisions of Section 12.1. hereof) or in the Ofshore Operating Agreement to the contrary, and subject to the provisions of Section 12.3. hereof, in the event an Overproduced Party intends to sell, assign, exchange or otherwise transfer any of its interest in a Balancing Area, such Overproduced Party shall notify in writing the other working interest owners who who. are Parties hereto in such Balancing Area of such fact at least sixty (60) days prior to closing the transaction. ThereafterThereafer, any Underproduced Party may demand from such Overproduced Party in writing, within thirty (30) days afer after receipt of the Overproduced Party's notice, a cash settlement of its Underproduction from the Balancing Area. The Operator shall be notified of any such demand and of any cash settlement pursuant to this Section 12., and the Overproduction and Underproduction of each Party shall be adjusted accordingly. Any cash settlement pursuant to this Section 12. shall be paid by the Overproduced Party, accompanied by appropriate accounting detail, on or before the earlier to occur (1) of sixty (60) days after receipt of the Underproduced Party's demand or (2) at the closing of the transaction in which the Overproduced Party sells, assigns, exchanges or otherwise transfers its interest in a Balancing Area on the same basis as otherwise set forth in Sections 6.3. through 6.7., and shall bear interest at the STWDJOA - Exhibit "E" rate set forth in Section 6.8. hereof, beginning sixty (60) days after the Overproduced Party's sale, assignment, exchange or transfer of its interest in the Balancing Area for any amounts not paid. Provided, however, if any Underproduced Party does not so demand such cash settlement of its Underproduction from the the. Balancing Area, such Underproduced Party shall look exclusively to the assignee or other successor in interest of the Overproduced Party giving notice hereunder for the satisfaction of such Underproduced Party's Underproduction in accordance with the provisions of Section 12.1. hereof. 12.3. The provisions of this Section 12. shall not be applicable in the event any Party mortgages its interest or disposes of its interest by merger, reorganization, consolidation or sale of substantially all of its assets to a subsidiary or parent company, or to any company in which any parent or subsidiary of such party owns a majority of the stock of such company.

ASSIGNMENT AND RIGHTS UPON ASSIGNMENT. 12.1. 9.1 Subject to the provisions of Section 12.2Sections 9.2 and Error! Reference source not found. and 12.3. (if elected) hereof, and notwithstanding anything in this Agreement Contract or in the Ofshore Operating Agreement Contract to the contrary, if any Party Contractor assigns (including any sale, exchange or other transfer) any of its working interest Producing Interest in the Balancing Area when such Party it is an Underproduced or Overproduced Party, the assignment or other act of transfer shall, insofar as the Parties hereto are concerned, include all interest of the assigning or transferring Party in the Gas, all rights to receive or obligations to provide or take Makeup Gas and all rights to receive or obligations to make any monetary payment which may ultimately be due hereunder, as applicable. Operator and each . 9.2 The provisions of the other Parties hereto this Article IX shall thereafter treat the assignment accordingly, and the assigning or transferring Party shall look solely to its assignee or other transferee for any interest not be applicable in the Gas event any Party mortgages, hypothecates or monetary payment that such Party may have otherwise encumbers its interest or disposes of its interest by merger, reorganization, consolidation or sale of substantially all of its assets to which it may be entitled, and shall cause its assignee or other transferee to assume its obligations hereunderan Affiliate. 12.2. 9.3 Notwithstanding anything in this Agreement Contract (including but not limited to the provisions of Section 12.1. 9.1 hereof) or in the Ofshore Operating Agreement Contract to the contrary, and subject to the provisions of Section 12.3. 9.2 hereof, in the event an Overproduced Party intends to directly or indirectly (through the sale of stock or otherwise) sell, assign, exchange or otherwise transfer any of its interest in a Balancing Area, such Overproduced Party shall notify in writing the other working interest owners who are Parties hereto in such Balancing Area of such fact at least sixty forty-five (6045) days prior to closing completing the proposed transaction. Thereafter, any Any Underproduced Party may demand from such Overproduced Party by notice in writing, writing to all Parties in the balancing Area within thirty fifteen (3015) days afer after receipt of the Overproduced Party's notice, a cash settlement of its Underproduction from the Balancing Area. The Operator Contractor shall be notified of any such demand and of any cash settlement pursuant to this Section 12.Article IX, and the Overproduction and Underproduction of each Party shall be adjusted accordingly. Any cash settlement pursuant to this Section 12. Article IX shall be paid by the Overproduced Party, accompanied by appropriate accounting detail, Party on or before the earlier to occur (1i) of sixty thirty (6030) days after receipt of the Underproduced Party's demand or (2ii) at the closing completion of the transaction in which the Overproduced Party sells, assigns, exchanges or otherwise transfers its interest in a Balancing Area on the same basis as otherwise set forth in Sections 6.3. 8.3 through 6.7.8.6 hereof, and shall bear interest at the STWDJOA - Exhibit "E" rate set forth in Section 6.8. 8.7 hereof, beginning sixty (60) days after the Overproduced Party's sale, assignment, exchange or transfer of its interest in the Balancing Area for any amounts not paid. Provided, however, if any Underproduced Party does not so demand such cash settlement of its Underproduction from the Balancing Area, such Underproduced Party shall look exclusively to the assignee or other successor in interest of the Overproduced Party giving notice hereunder for the satisfaction of such Underproduced Party's Underproduction in accordance with the provisions of Section 12.1. 9.1 hereof. 12.3. The provisions of this Section 12. shall not be applicable in the event any Party mortgages its interest or disposes of its interest by merger, reorganization, consolidation or sale of substantially all of its assets to a subsidiary or parent company, or to any company in which any parent or subsidiary of such party owns a majority of the stock of such company.

ASSIGNMENT AND RIGHTS UPON ASSIGNMENT. 12.113.1. Subject to the provisions of Section 12.213.2. and 12.313.3. hereof, and notwithstanding anything in this Agreement or in the Ofshore Operating Agreement to the contrary, if any Party assigns (including any sale, exchange or other transfer) any of its working interest in the Balancing Area when such Party is an Underproduced or Overproduced Party, the assignment or other act of transfer shall, insofar as the Parties hereto are concerned, include all interest of the assigning or transferring Party in the Gas, all rights to receive or obligations to provide or take Makeup Gas and all rights to receive or obligations to make any monetary payment which may ultimately be due hereunder, as applicable. Operator and each of the other Parties hereto shall thereafter treat the assignment accordingly, and the assigning or transferring Party shall look solely to its assignee or other transferee for any interest in the Gas or monetary payment that such Party may have or to which it may be entitled, and shall cause its assignee or other transferee to assume its obligations hereunder. 12.213.2. Notwithstanding anything in this Agreement (including but not limited to the provisions of Section 12.113.1. hereof) or in the Ofshore Operating Agreement to the contrary, and subject to the provisions of Section 12.313.3. hereof, in the event an Overproduced Party intends to sell, assign, exchange or otherwise transfer any of its interest in a Balancing Area, such Overproduced Party shall notify in writing the other working interest owners who are Parties hereto in such Balancing Area of such fact at least sixty (60) days prior to closing the transaction. Thereafter, any Underproduced Party may demand from such Overproduced Party in writing, within thirty (30) days afer after receipt of the Overproduced Party's notice, a cash settlement of its Underproduction from the Balancing Area. The Operator shall be notified of any such demand and of any cash settlement pursuant to this Section 1213., and the Overproduction and Underproduction of each Party shall be adjusted accordingly. Any cash settlement pursuant to this Section 1213. shall be paid by the Overproduced Party, accompanied by appropriate accounting detail, on or before the earlier to occur (1) of sixty (606O) days after receipt of the Underproduced Party's demand or (2) at the closing of the transaction in which the Overproduced Party sells, assigns, exchanges or otherwise transfers its interest in a Balancing Area on the same basis as otherwise set forth in Sections 6.37.3. through 6.77.7., and shall bear interest at the STWDJOA - Exhibit "E" rate set forth in Section 6.87.8. hereof, beginning sixty (60) days after the Overproduced Party's sale, assignment, exchange or transfer of its interest in the Balancing Area for any amounts not paid. Provided, however, if any Underproduced Party does not so demand such cash settlement of its Underproduction from the Balancing Area, such Underproduced Party shall look exclusively to the assignee or other successor in interest of the Overproduced Party giving notice hereunder for the satisfaction of such Underproduced Party's Underproduction in accordance with the provisions of Section 12.113.1. hereof. 12.313.3. The provisions of this Section 1213. shall not be applicable in the event any Party mortgages its interest or disposes of its interest by merger, reorganization, consolidation or sale of substantially all of its assets to a subsidiary or parent company, or to any company in which any parent or subsidiary of such party owns a majority of the stock of such company.