Common use of Certain Covenants of Seller Pending Closing Clause in Contracts

Certain Covenants of Seller Pending Closing. (a) Seller will give Buyer and its attorneys and other representatives access at all reasonable times to the Assets and, at Seller’s office, to Seller’s records pertaining to the ownership and/or operation of the Assets. Seller shall not be obligated to provide Buyer with access to any records or data which Seller considers to be proprietary or confidential to it or which Seller cannot legally provide to Buyer without, in its opinion, breaching, or risking a breach of, confidentiality agreements with other parties. Buyer recognizes and agrees that all materials made available to it (whether pursuant to this Section or otherwise) in connection with the transaction contemplated hereby are made available to it as an accommodation, and without representation or warranty of any kind as to the accuracy and completeness of such materials. Buyer waives and releases all claims against Seller, its parent or subsidiary companies or other affiliates, and its and their directors, officers, employees and agents, for injury to, or death of, persons or for damage to property arising in any way from the conduct of the investigations and examinations contemplated by this Section or the conduct of its employees, agents, or contractors in connection with such investigations and examinations (or the exercise of such rights of access). BUYER SHALL RELEASE, INDEMNIFY, DEFEND, AND HOLD HARMLESS SELLER, AND ITS PARENT OR SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, CONTRACTORS, AND AGENTS (HEREINAFTER COLLECTIVELY REFERRED TO AS THE “Seller Group”), FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES (INCLUDING, WITHOUT l:214051.37 LIMITATION, COURT COSTS AND ATTORNEYS’ FEES), OR LIENS OR ENCUMBRANCES FOR LABOR OR MATERIALS ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH ACCESS, EXAMINATIONS, OR INSPECTIONS. THE FOREGOING RELEASE AND INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE NEGLIGENCE, OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SELLER OR ANY OTHER INDEMNIFIED PARTY, OR (ii) STRICT LIABILITY. (b) Seller will continue the operation of the Assets in the ordinary course of its business. Where Seller is not the operator of an Oil and Gas Property, Seller will continue to act as a non-operator in the ordinary course of its business. Seller will not sell or dispose of any portion of the Assets without the prior consent of Buyer. Buyer has requested and seller has agreed to continue to operate the assets for up to twenty four (24) months or until such time as buyer has made the necessary arrangements for another operator. (c) Seller will use reasonable efforts, consistent with industry practices in transactions of this type, to identify (i) all preferential rights to purchase and all rights that require consents to assignment be obtained which would be applicable to the transactions contemplated hereby, and (ii) the parties holding such rights. In attempting to identify the same, Seller shall in no event be obligated to go beyond its own records. Seller will request from the parties so identified (and in accordance with the documents creating such rights) waivers of the preferential rights to purchase and requirements that consents to assignment be obtained which were so identified. Seller shall have no obligation hereunder other than to so attempt to identify such preferential rights and requirements for consents to assignment and to so request such waivers, and shall in no event be under any obligation to obtain such waivers. Except to the extent that Buyer can establish that Seller failed to fulfill the obligations set forth above in this subsection, Buyer shall indemnify and hold Seller harmless from and against all claims, actions, liabilities, damages, losses, costs, or expenses, including, without limitation, court costs and attorney’s fees, whatsoever that arise out of the failure to obtain waivers of preferential rights to purchase or requirements for consents to assignment with respect to any transfer by Seller to Buyer of any part of the Assets and with respect to any subsequent transfers. (d) Notwithstanding any other provision in this Section, (i) Seller may take any action prohibited by this Section if reasonably necessary under emergency conditions provided that Buyer is notified as soon as practicable thereafter; (ii) except to the extent that a Defect (as hereinafter defined) may result therefrom, Seller shall have no liability to Buyer for any incorrect payment of delay rentals, royalties, shut-in royalties, or similar payments or for any failure to make such payments; and (iii) Seller’s failure to comply with any of the requirements of this Section 5 shall not be deemed to be a default by Seller hereunder or grant to Buyer the right not to l:214051.3 Exhibit 2.2 Barrister Purchase Agreement close the transaction contemplated hereby, unless such failure has a material adverse effect upon the value of the Assets taken as a whole.

Certain Covenants of Seller Pending Closing. Between the date of this Agreement and the Closing Date: (a) Seller will agrees to give Buyer and its attorneys and other representatives access access, at all reasonable times and upon reasonable notice, to the Assets andCompanies, at Seller’s officePartnerships and their respective assets and properties, and to Seller’s the Seller Parties' records pertaining to the Companies, the Partnerships, the Assets, the Lignite Assets and the Gathering System and to the ownership and/or operation of the Assets, the Lignite Assets and the Gathering System, including, without limitation, title files, division order files, well files, production records, equipment inventories, and production, severance, and ad valorem tax records applicable thereto. Seller shall not be obligated to provide Buyer with access to any records or data which Seller considers to be proprietary or confidential to it or which Seller cannot legally provide to Buyer without, in its opinion, without breaching, or risking a breach of, confidentiality agreements with other parties, provided such confidentiality agreements shall be affirmatively disclosed in writing by Seller to Buyer. Buyer recognizes and agrees that all materials made available to it (whether pursuant to this Section or otherwise) in connection with the transaction contemplated hereby are made available to it as an accommodation, and without representation or warranty of any kind as to the accuracy and completeness of such materials. Buyer waives and releases all claims against Seller, its parent or subsidiary companies or other affiliates, and its and their directors, officers, employees and agents, for injury to, or death of, persons or for damage to property arising in any way from the conduct of the investigations and examinations contemplated by this Section or the conduct of its employees, agents, or contractors in connection with such investigations and examinations (or the exercise of such rights of access). BUYER SHALL RELEASE, INDEMNIFY, DEFEND, AND HOLD HARMLESS SELLER, AND ITS PARENT OR SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, CONTRACTORS, AND AGENTS (HEREINAFTER COLLECTIVELY REFERRED TO AS THE “Seller Group”), FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES (INCLUDING, WITHOUT l:214051.37 LIMITATION, COURT COSTS AND ATTORNEYS’ FEES), OR LIENS OR ENCUMBRANCES FOR LABOR OR MATERIALS ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH ACCESS, EXAMINATIONS, OR INSPECTIONS. THE FOREGOING RELEASE AND INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE NEGLIGENCE, OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SELLER OR ANY OTHER INDEMNIFIED PARTY, OR (ii) STRICT LIABILITY. (b) Seller will agrees to cause the Companies and Partnerships (i) to continue the operation of the Basic Properties and Assets in the ordinary course of its business. Where Seller business (or, where a Company is not the operator of an Oil and Gas a Basic Property, Seller will to continue to act its actions as a non-non- operator in the ordinary course of its business. Seller will ), and (ii) except as otherwise approved by Buyer, not to sell or otherwise dispose of any portion of the Basic Properties or the Assets, the Lignite Assets without or the prior consent of Buyer. Buyer has requested Gathering System, and seller has agreed (iii) to continue to operate otherwise comply with its obligations under the assets for up to twenty four (24) months or until such time as buyer has made the necessary arrangements for another operatorNGC/Destec Agreement. (c) Seller will use reasonable efforts, consistent with industry practices in transactions agrees to provide Buyer full access to all of this type, the records of the Companies and Partnerships as may be necessary to allow Buyer to identify (i) all preferential rights to purchase and all rights to require that require consents to assignment be obtained which would be applicable to the transactions contemplated hereby, hereby and (ii) the parties holding such rights. In attempting to identify Upon the sameidentification of such preferential purchase rights and consent requirements, Seller will request, or shall in no event be obligated request the Companies or Partnerships to go beyond its own records. Seller will request request, from the parties so identified (identified, and in accordance with the documents creating such rights) , waivers of the preferential rights to purchase and requirements that consents consent to assignment be obtained which were so identified. Seller shall have no obligation hereunder other than to so attempt aid Buyer in its attempts to identify such preferential rights and requirements for consents consent to assignment and to so request such waivers. Without limiting the foregoing, and Seller shall in specifically have no event be under obligation to assure that such waivers are obtained nor to expend any obligation sums to obtain such waivers. Except If a party from whom a waiver of a preferential right to purchase is requested refuses to give such waiver, Seller will request the Companies to tender the required interest in the Basic Property affected by such unwaived preferential right to the holder, or holders, of such right who have elected not to waive such preferential right to purchase. The tender of such required interest would be made at a price equal to the amount specified in Exhibit G hereto for the xxxxx located on, or lands comprising, such Basic Property and for any units in which such Basic Property may participate, reduced appropriately, as determined by Seller, if less than the entire Basic Property must be tendered. If, and to the extent that Buyer can establish that Seller failed to fulfill the obligations set forth above in this subsectionthat, Buyer shall indemnify and hold Seller harmless from and against all claims, actions, liabilities, damages, losses, costs, or expenses, including, without limitation, court costs and attorney’s fees, whatsoever that arise out of the failure to obtain waivers of such preferential rights right to purchase is exercised by such party or requirements for consents parties, and such interest in such Basic Property is actually sold to assignment with respect such party or parties so exercising such right, such interest in such Basic Property will be transferred to any transfer the holder of such right by the appropriate Property Owner, and the Base Purchase Price will be reduced by the amount paid to Seller or to Buyer of any part of the Assets and with respect to any subsequent transfersCompanies by the party or parties exercising such right. (d) Notwithstanding any other provision in this SectionIf requested by Buyer prior to Closing, (i) Seller may take any action prohibited by this agrees to cause DPI and DVI to cause DPLP to make an election under Section if reasonably necessary under emergency conditions provided that Buyer is notified as soon as practicable thereafter; (ii) except 754 of the Code effective prior to the extent that a Defect (as hereinafter defined) may result therefrom, Seller shall have no liability to Buyer for any incorrect payment of delay rentals, royalties, shut-in royalties, or similar payments or for any failure to make such payments; and (iii) Seller’s failure to comply with any of the requirements of this Section 5 shall not be deemed to be a default by Seller hereunder or grant to Buyer the right not to l:214051.3 Exhibit 2.2 Barrister Purchase Agreement close the transaction contemplated hereby, unless such failure has a material adverse effect upon the value of the Assets taken as a wholeClosing.

Certain Covenants of Seller Pending Closing. Between the date of ---------------------------------------------- this Agreement and the Closing Date: (a) Seller will give Buyer and its attorneys and other representatives access at all reasonable times to the Assets and, at Seller’s 's office, to Seller’s 's records (including, without limitation, title files, division order files, well files, production records, accounting records, marketing files, equipment inventories, and production, severance and ad valorem tax records) pertaining to the ownership and/or operation of the Assets. Seller shall not be obligated to provide Buyer with access to any records or data which Seller considers to be proprietary or confidential to it or which Seller cannot legally provide to Buyer without, in its opinion, breaching, or risking a breach of, confidentiality agreements with other parties. Buyer recognizes and agrees that all materials made available to it (whether pursuant to this Section or otherwise) in connection with the transaction contemplated hereby are made available to it as an accommodation, and without representation or warranty of any kind as to the accuracy and completeness of such materials. Buyer waives and releases all claims against Seller, its parent or subsidiary companies or other affiliates, and its and their directors, officers, employees and agents, for injury to, or death of, persons or for damage to property arising in any way from the conduct of the investigations and examinations contemplated by this Section or the conduct of its employees, agents, agents or contractors in connection with such investigations and examinations (or the exercise of such rights of access). BUYER SHALL RELEASE, INDEMNIFY, DEFEND, AND HOLD HARMLESS SELLER, AND ITS PARENT OR SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, CONTRACTORS, AND AGENTS (HEREINAFTER COLLECTIVELY REFERRED TO AS THE “Seller Group”"SELLER GROUP"), FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES (INCLUDING, WITHOUT l:214051.37 LIMITATION, COURT COSTS AND ATTORNEYS’ ' FEES), OR LIENS OR ENCUMBRANCES FOR LABOR OR MATERIALS ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH ACCESS, EXAMINATIONS, OR INSPECTIONS. THE FOREGOING RELEASE AND INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE NEGLIGENCE, OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING SOLE NEGLIGENCE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SELLER OR ANY OTHER INDEMNIFIED PARTY, OR (ii) STRICT LIABILITY. (b) Seller will continue the operation of the Assets in the ordinary course of its business. Where ; where Seller is not the operator of an Oil and Gas PropertyAsset, Seller will continue to act its actions as a non-operator in the ordinary course of its business. Seller will not sell or dispose of any portion of the Assets leases, xxxxx, or property or equipment used in the operation of the xxxxx, without the prior consent of Buyer. Buyer has requested and seller has agreed to continue to operate the assets for up to twenty four (24) months or until such time as buyer has made the necessary arrangements for another operator. (c) Seller will use reasonable efforts, consistent with industry practices in transactions of this type, to identify (i) all preferential rights to purchase and all rights to require that require consents to assignment be obtained which would be applicable to the transactions contemplated hereby, hereby and (ii) the parties holding such rights. In ; in attempting to identify the same, Seller shall in no event be obligated to go beyond its own records. Seller will request request, from the parties so identified (and in accordance with the documents creating such rights) ), waivers of the preferential rights to purchase and requirements that consents to assignment be obtained which were so identified. Seller shall have no obligation hereunder other than to so attempt to identify such preferential rights and requirements for consents to assignment and to so request such waivers, and shall in no event be under any obligation to obtain such waivers. Except to the extent that Buyer can establish that Seller failed to fulfill the obligations set forth above in this subsection, Buyer shall indemnify and hold Seller harmless from and against all claims, actions, liabilities, damages, losses, costs, costs or expenses, including, without limitation, court costs and attorney’s 's fees, whatsoever that arise out of the failure to obtain waivers of preferential rights to purchase or requirements for consents to assignment with respect to any transfer by Seller to Buyer of any part of the Assets and with respect to any subsequent transfers. If a party from whom a waiver of a preferential right to purchase is requested fails or refuses to give such waiver, Seller will tender (at a price equal to the amount specified in Exhibit B hereto for the xxxxx located on such Asset and for the units in which such Asset participates, reduced appropriately, as determined by Seller, if less than the entire Asset should be tendered) the required interest in the Asset affected by such unwaived preferential right to the holder, or holders, of such right who have elected not to waive such preferential right to purchase and if, and to the extent that, such preferential right to purchase is exercised by such party or parties, and such interest in such Asset is actually sold to such party or parties so exercising such right, such interest in such Asset will be excluded from the transaction contemplated hereby and the Base Purchase Price will be reduced by the amount paid to Seller by the party or parties exercising such right. (d) Notwithstanding any other provision in this Section, (i) Seller may take any action prohibited by this Section if reasonably necessary under emergency conditions provided that Buyer is notified as soon as practicable thereafter; (ii) except to the extent that a Defect "Defect" (as hereinafter defined) may result therefrom, Seller shall have no liability to Buyer for any incorrect payment of delay rentals, royalties, shut-in royalties, royalties or similar payments or for any failure to make such payments; and (iii) Seller’s 's failure to comply with any of the requirements of this Section 5 shall not be deemed to be a default by Seller hereunder or grant to Buyer the right not to l:214051.3 Exhibit 2.2 Barrister Purchase Agreement close the transaction contemplated hereby, unless such failure has a material materially adverse effect upon impact on the value of the Assets taken as a whole.

Certain Covenants of Seller Pending Closing. Between the date of this Agreement and the Closing Date: (a) Seller will give Buyer and its attorneys and other representatives access at all reasonable times to the Assets Properties and, at Seller’s office, the offices of Seller to Seller’s any records of Seller pertaining to the ownership and/or and operation of the AssetsProperties. If Seller shall not be obligated to provide provides Buyer with access to any records or data which Seller considers to be proprietary or confidential to it Seller, and identifies such records or data as proprietary and confidential, Buyer agrees to maintain all such information or data confidential until Closing, or if Closing does not occur, until the information or data becomes part of the public domain other than by disclosure by Buyer or its affiliates. Information which Seller cannot legally provide to Buyer without, in its opinion, breaching, or risking a breach of, without breaching confidentiality agreements with other partiesparties need not be provided to Buyer. Buyer recognizes and agrees that all materials made available to it Buyer in connection with the transactions contemplated by this Agreement (whether pursuant to this Section section or otherwise) in connection with the transaction contemplated hereby are made available to it Buyer as an accommodation, and without representation or warranty of any kind as to the accuracy and completeness of such materials. Buyer waives and releases all claims against Seller, its parent or subsidiary companies or other affiliates, and its and their directors, officers, employees and agents, for injury to, or death of, persons or for damage to property arising in any way from the conduct of the investigations and examinations contemplated by this Section or the conduct of its employees, agents, or contractors in connection with such investigations and examinations (or the exercise of such rights of access). BUYER SHALL RELEASE, INDEMNIFY, DEFEND, AND HOLD HARMLESS SELLER, AND ITS PARENT OR SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, CONTRACTORS, AND AGENTS (HEREINAFTER COLLECTIVELY REFERRED TO AS THE “Seller Group”), FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES (INCLUDING, WITHOUT l:214051.37 LIMITATION, COURT COSTS AND ATTORNEYS’ FEES), OR LIENS OR ENCUMBRANCES FOR LABOR OR MATERIALS ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH ACCESS, EXAMINATIONS, OR INSPECTIONS. THE FOREGOING RELEASE AND INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE NEGLIGENCE, OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SELLER OR ANY OTHER INDEMNIFIED PARTY, OR (ii) STRICT LIABILITY. (b) Seller Prior to Closing, Panther or Newstar, as the case may be, will continue the operation functioning as Operator and Non-operator of the Assets Leases in the ordinary course of its business. Where Seller is not , and shall maintain and operate the operator of an Oil Leases, or use reasonable efforts to cause the Leases to be maintained and Gas Propertyoperated, Seller will continue to act in a good and workmanlike manner and in substantially the same manner as a non-operator in the ordinary course of its businessheretofore operated. Seller will not encumber, sell or otherwise dispose of any portion interest in the Properties affected by this Agreement, except (i) personal property and equipment which is replaced with property and equipment of comparable or better value and utility in the ordinary and routine maintenance and operation of the Assets Properties; and (ii) as required in connection with any exercise of preferential rights. Seller will not enter into any material agreements affecting the Properties or, except as expressly provided herein, amend or terminate any existing material agreements relating to the Properties, including, without limitation, that certain Letter Agreement, dated November 18, 1999, as amended by letters dated April 4, 2000, April 7, 2000, and November 28, 2000 (the "Panther/Newstar Agreement"); provided, however, Newstar may perform its obligations and duties under the Settlement Agreement with GRM, et al. Seller will timely pay its share of all costs and expenses attributable to the Properties. Seller will not take any action, or fail to take any action, which is reasonably expected to result in termination of any of the Leases. Excluding emergency operations, without Buyer's prior consent consent, Seller will not enter into or assume any commitment (including any AFE approval) which involves expenditures or liabilities with respect to the Properties of Buyer$5,000.00 or more, net to Seller's interest. Seller shall promptly notify Buyer has requested and seller has agreed if Seller receives notice of any claim, suit, action or other proceeding with respect to continue to operate the assets for up to twenty four (24) months Properties or until such time as buyer has made becomes aware of any material adverse change in the necessary arrangements for another operatorcondition of the Properties. (c) Seller Panther and Newstar will use reasonable efforts, consistent with industry practices in transactions of this type, but based solely upon reviews of its own records, to identify with respect to the Properties (i) all preferential rights to purchase and purchase, (ii) all rights that require of first refusal, and (iii) all parties whose consents may be required in order to assignment be obtained which would be applicable to consummate the transactions contemplated hereby. Buyer, having conducted "due diligence" of the Properties, will disclose to Seller all preferential rights to purchase, rights of first refusal, and (ii) the parties holding such rights. In attempting all required consents to identify the same, assign that Seller shall discovered in no event be obligated to go beyond its own recordsdue diligence efforts. Seller will request from endeavor to obtain the parties so identified (appropriate consents, and in accordance with the documents creating such rights) waivers of the preferential any such rights which are identified by Panther, as well as any that Buyer identifies to purchase and requirements that consents to assignment Seller; provided this obligation shall not be obtained which were so identified. construed as an obligation of Seller shall have no obligation hereunder other than to so attempt to identify such preferential rights and requirements for consents to assignment and to so request such waivers, and shall in no event be under any obligation to obtain such waiversconsents, waivers or refusals. Except If a party from whom a preferential right waiver is requested refuses to give such waiver, Seller will tender the required interest in the affected Property to the holder or holders of such right at a price to be established by mutual agreement of Seller and Buyer. If and to the extent that Buyer can establish such preferential right, or any right of first refusal, shall be exercised by any such offeree, and such interest is actually sold and transferred to the exercising offeree, then, that Seller failed interest will be excluded from the Properties to fulfill be sold hereunder and the obligations set forth above Purchase Price will be reduced by the value assigned to such Property in the manner provided in this subsection, Buyer shall indemnify and hold Seller harmless from and against all claims, actions, liabilities, damages, losses, costs, or expenses, including, without limitation, court costs and attorney’s fees, whatsoever that arise out of the failure to obtain waivers of preferential rights to purchase or requirements for consents to assignment with respect to any transfer by Seller to Buyer of any part of the Assets and with respect to any subsequent transfersparagraph. (d) Notwithstanding any other provision in this Section, (i) Seller may take any action prohibited by this Section if reasonably necessary under emergency conditions provided that Buyer is notified as soon as practicable thereafter; (ii) except to the extent that a Defect (as hereinafter defined) may result therefrom, Seller shall have no liability to Buyer for any incorrect payment of delay rentals, royalties, shut-in royalties, or similar payments or for any failure to make such payments; and (iii) Seller’s failure to comply with any of the requirements of this Section 5 shall not be deemed to be a default by Seller hereunder or grant to Buyer the right not to l:214051.3 Exhibit 2.2 Barrister Purchase Agreement close the transaction contemplated hereby, unless such failure has a material adverse effect upon the value of the Assets taken as a whole.

Certain Covenants of Seller Pending Closing. Between the date of this Agreement and the Closing Date: (a) Seller will give Buyer and its attorneys and other representatives access at all reasonable times to the Assets and, at Seller’s 's office, to Seller’s 's records (including, without limitation, title files, division order files, well files, production records, accounting records, marketing files, equipment inventories, and production, severance and ad valorem tax records) pertaining to the ownership and/or operation of the Assets. Seller shall not be obligated to provide Buyer with access to any records or data which Seller considers to be proprietary or confidential to it or which Seller cannot legally provide to Buyer without, in its opinion, breaching, or risking a breach of, confidentiality agreements with other parties. Buyer recognizes and agrees that all materials made available to it (whether pursuant to this Section or otherwise) in connection with the transaction contemplated hereby are made available to it as an accommodation, and without representation or warranty of any kind as to the accuracy and completeness of such materials. Buyer waives and releases all claims against Seller, its parent or subsidiary companies or other affiliates, and its and their directors, officers, employees and agents, for injury to, or death of, persons or for damage to property arising in any way from the conduct of the investigations and examinations contemplated by this Section or the conduct of its employees, agents, agents or contractors in connection with such investigations and examinations (or the exercise of such rights of access). BUYER SHALL RELEASE, INDEMNIFY, DEFEND, AND HOLD HARMLESS SELLER, AND ITS PARENT OR SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, CONTRACTORS, AND AGENTS (HEREINAFTER COLLECTIVELY REFERRED TO AS THE “Seller Group”"SELLER GROUP"), FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES (INCLUDING, WITHOUT l:214051.37 LIMITATION, COURT COSTS AND ATTORNEYS’ ' FEES), OR LIENS OR ENCUMBRANCES FOR LABOR OR MATERIALS ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH ACCESS, EXAMINATIONS, OR INSPECTIONS. THE FOREGOING RELEASE AND INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE NEGLIGENCE, OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING SOLE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SELLER OR ANY OTHER INDEMNIFIED PARTY, OR (ii) STRICT LIABILITY. (b) Seller will continue the operation of the Assets in the ordinary course of its business. Where ; where Seller is not the operator of an Oil and Gas PropertyAsset, Seller will continue to act its actions as a non-operator in the ordinary course of its business. Seller will not sell or dispose of any portion of the Assets leases, xxxxx, or property or equipment used in the operation of the xxxxx, without the prior consent of Buyer. Buyer has requested and seller has agreed to continue to operate the assets for up to twenty four (24) months or until such time as buyer has made the necessary arrangements for another operator. (c) Seller will use reasonable efforts, consistent with industry practices in transactions of this type, to identify (i) all preferential rights to purchase and all rights to require that require consents to assignment be obtained which would be applicable to the transactions contemplated hereby, hereby and (ii) the parties holding such rights. In ; in attempting to identify the same, Seller shall in no event be obligated to go beyond its own records. Seller will request request, from the parties so identified (and in accordance with the documents creating such rights) ), waivers of the preferential rights to purchase and requirements that consents to assignment be obtained which were so identified. Seller shall have no obligation hereunder other than to so attempt to identify such preferential rights and requirements for consents to assignment and to so request such waivers, and shall in no event be under any obligation to obtain such waivers. Except to the extent that Buyer can establish that Seller failed to fulfill the obligations set forth above in this subsection, Buyer shall indemnify and hold Seller harmless from and against all claims, actions, liabilities, damages, losses, costs, costs or expenses, including, without limitation, court costs and attorney’s 's fees, whatsoever that arise out of the failure to obtain waivers of preferential rights to purchase or requirements for consents to assignment with respect to any transfer by Seller to Buyer of any part of the Assets and with respect to any subsequent transfers. If a party from whom a waiver of a preferential right to purchase is requested fails or refuses to give such waiver, Seller will tender (at a price equal to the amount specified in Exhibit B hereto for the xxxxx located on such Asset and for the units in which such Asset participates, reduced appropriately, as determined by Seller, if less than the entire Asset should be tendered) the required interest in the Asset affected by such unwaived preferential right to the holder, or holders, of such right who have elected not to waive such preferential right to purchase and if, and to the extent that, such preferential right to purchase is exercised by such party or parties, and such interest in such Asset is actually sold to such party or parties so exercising such right, such interest in such Asset will be excluded from the transaction contemplated hereby and the Base Purchase Price will be reduced by the amount paid to Seller by the party or parties exercising such right. (d) Notwithstanding any other provision in this Section, (i) Seller may take any action prohibited by this Section if reasonably necessary under emergency conditions provided that Buyer is notified as soon as practicable thereafter; (ii) except to the extent that a Defect "Defect" (as hereinafter defined) may result therefrom, Seller shall have no liability to Buyer for any incorrect payment of delay rentals, royalties, shut-in royalties, royalties or similar payments or for any failure to make such payments; and (iii) Seller’s 's failure to comply with any of the requirements of this Section 5 shall not be deemed to be a default by Seller hereunder or grant to Buyer the right not to l:214051.3 Exhibit 2.2 Barrister Purchase Agreement close the transaction contemplated hereby, unless such failure has a material materially adverse effect upon impact on the value of the Assets taken as a whole.