Common use of Consents to Assign Clause in Contracts

Consents to Assign. With respect to each Consent set forth in Schedule 6.01(c), within ten (10) days after the date of this Agreement, Seller shall send to the holder of each such Consent a notice in material compliance with the contractual provisions applicable to such Consent seeking such holder’s consent as required. (a) If (1) Seller fails to obtain a Consent set forth in Schedule 6.01(c) prior to Closing and the failure to obtain such Consent would cause (A) the assignment of the Assets affected thereby to Buyer to be void or (B) the termination of a Lease or Contract under the express terms thereof or (2) a Consent requested by Seller is denied in writing, then, in each case, the Asset (or portion thereof) affected by such un-obtained Consent shall be excluded from the Assets to be assigned to Buyer at Closing, and the Purchase Price shall be reduced by the Allocated Value of such Asset (or portion thereof) so excluded. In the event that a Consent (with respect to an Asset excluded pursuant to this Section 4.12(a)) that was not obtained prior to Closing is obtained within one hundred and twenty (120) days following Closing, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in a form mutually acceptable to Seller and Buyer. (b) If Seller fails to obtain a Consent set forth in Schedule 6.01(c) prior to Closing (1) and the failure to obtain such Consent would not cause (A) the assignment of the Asset (or portion thereof) affected thereby to Buyer to be void or (B) the termination of a Lease or Contract under the express terms thereof and (2) such Consent requested by Seller is not denied in writing by the holder thereof, then the Asset (or portion thereof) subject to such un-obtained Consent shall nevertheless be assigned by Seller to Buyer at Closing as part of the Assets and Buyer shall have no claim against, and Seller shall have no Liability for, the failure to obtain such Consent. (c) Prior to Closing and during the one hundred and twenty (120) day period following Closing, Seller and Buyer shall use their commercially reasonable efforts to obtain all Consents listed on Schedule 6.01(c); provided, however, that neither Party shall be required to incur any Liability or pay any money in order to obtain any such Consent. Subject to the foregoing, Buyer agrees to provide Seller with any information or documentation that may be reasonably requested by Seller and/or the Third Party holder(s) of such Consents in order to facilitate the process of obtaining such Consents.

Consents to Assign. With respect to each Consent set forth in Schedule 6.01(c), within ten (10) days after the date of this Agreement, Seller shall send to the holder of each such Consent a notice in material compliance with the contractual provisions applicable to such Consent seeking such holder’s consent as required. (a) If (1) Seller fails From and after the Execution Date up to obtain a Consent set forth in Schedule 6.01(c) prior to Closing and the failure to obtain such Consent would cause (A) the assignment of the Assets affected thereby to Buyer to be void or (B) the termination of a Lease or Contract under the express terms thereof or (2) a Consent requested by Seller is denied in writing, then, in each case, the Asset (or portion thereof) affected by such un-obtained Consent shall be excluded from the Assets to be assigned to Buyer at Closing, and the Purchase Price shall be reduced by the Allocated Value of such Asset (or portion thereof) so excluded. In the event that a Consent (with respect to an Asset excluded pursuant to this Section 4.12(a)) that was not obtained prior to Closing is obtained within one hundred and twenty (120) days following Closing, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in a form mutually acceptable to Seller and Buyer. (b) If Seller fails to obtain a Consent set forth in Schedule 6.01(c) prior to Closing (1) and the failure to obtain such Consent would not cause (A) the assignment of the Asset (or portion thereof) affected thereby to Buyer to be void or (B) the termination of a Lease or Contract under the express terms thereof and (2) such Consent requested by Seller is not denied in writing by the holder thereof, then the Asset (or portion thereof) subject to such un-obtained Consent shall nevertheless be assigned by Seller to Buyer at Closing as part of the Assets and Buyer shall have no claim against, and Seller shall have no Liability for, the failure to obtain such Consent. (c) Prior to Closing and during the one hundred and twenty (120) day period following Closing, Seller and Buyer SM shall use their its commercially reasonable efforts to obtain all Consents listed on Schedule 6.01(c)(excluding any Customary Post-Closing Consents) and Mitsui shall reasonably cooperate with that effort; provided, however, that neither Party shall be required to incur any Liability or pay any money in order to obtain any such Consent. Subject to the foregoing, Buyer agrees to provide Seller with any information or documentation that may be reasonably requested by Seller and/or the Third Party holder(s) of such Consents in order to facilitate the process of obtaining such Consents. (b) SM, within 10 days after the Execution Date, shall send to each holder of a Consent a notice seeking such holder’s consent to the transactions contemplated hereby. (i) If (A) SM fails to obtain a Consent prior to Closing, the Consent is not a material consent required as a condition to Closing under Section 7.1(g) and the failure to obtain such Consent would cause (1) the assignment to Mitsui of any portion of the Conveyed Interests to be void or (2) the termination of a Lease under the express terms thereof or (B) a Consent requested by SM is denied in writing, then, in each case, that portion of the Conveyed Interests affected by such Consent and all Conveyed Interests associated therewith shall be excluded from the Conveyed Interests to be conveyed to Mitsui at Closing and the Carried Cost Obligation shall be reduced by the Allocated Value of such portion of the Conveyed Interests. In the event that a Consent that was not obtained prior to Closing is obtained following Closing then, within 10 days after such Consent is obtained, SM shall assign such excluded portion of the Conveyed Interests to Mitsui (unless otherwise excluded by another provision of this Agreement) pursuant to an assignment in substantially the form of the Assignment and the Carried Cost Obligation shall be increased by the Allocated Value of such portion of the Conveyed Interests so assigned. (ii) If (A) SM fails to obtain a Consent prior to Closing, the Consent is not a material consent required as a condition to Closing under Section 7.1(g) and the failure to obtain such Consent would not cause (1) the assignment to Mitsui of any portion of the Conveyed Interests to be void or (2) the termination of a Lease under the express terms thereof and (B) such Consent requested by SM is not denied in writing, then that portion of the Conveyed Interests subject to such Consent shall be assigned by SM to Mitsui at Closing pursuant to the Assignment and Mitsui shall have no claim against, and SM shall have no Liability for, the failure to obtain such Consent. (c) SM shall send to each holder of a right to receive notice of the transfer of the Conveyed Interests pursuant to any Lease or Applicable Contract such notice in accordance with the terms of such Lease or Applicable Contract, as applicable.

Consents to Assign. With respect to each Consent set forth in Schedule 6.01(c)The Parties acknowledge that EXCO has complied with its obligations under Section 3.6(a) of the UPCA, within ten (10) days after the date of this Agreement, Seller shall send to the holder of each such Consent a notice in material compliance with the contractual provisions applicable to such Consent seeking such holder’s consent as required. (a) If (1) Seller fails but was unable to obtain a consent to assign with respect to those certain leases each dated August 13, 1973, having EXCO lease numbers 10054985, 10054986, 10054987, and 10054988 (the “Devon/KCS Leases”). Notwithstanding anything in the UPCA to the contrary, the Parties agree that the Devon/KCS Leases should not be treated as subject to a Specified Consent set forth Requirement and should be included in Schedule 6.01(c) prior to Closing and the failure to obtain such Consent would cause (A) Production Assets Assignments. To the extent that the assignment of the Assets affected thereby a Devon/KCS Lease to Buyer MLP LLC is determined to be void or (B) the termination of a Lease or Contract under the express terms thereof or (2) a Consent requested by Seller is denied in writing, then, in each case, the Asset (or portion thereof) affected by such un-obtained Consent shall be excluded from the Assets to be assigned to Buyer at Closing, and the Purchase Price shall be reduced by the Allocated Value of such Asset (or portion thereof) so excluded. In the event that a Consent (with respect to an Asset excluded pursuant to this Section 4.12(a)) that was not obtained prior to Closing is obtained within one hundred and twenty (120) days invalid following Closing, then, within ten then (10a) days after such Consent is obtained (x) Buyer EXCO shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay continue to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in a form mutually acceptable to Seller and Buyer. (b) If Seller fails to obtain a Consent set forth in Schedule 6.01(c) prior to Closing (1) and the failure to obtain such Consent would not cause (A) the assignment of the Asset (or portion thereof) affected thereby to Buyer to be void or (B) the termination of a Lease or Contract under the express terms thereof and (2) such Consent requested by Seller is not denied in writing by the holder thereof, then the Asset (or portion thereof) subject to such un-obtained Consent shall nevertheless be assigned by Seller to Buyer at Closing as part of the Assets and Buyer shall have no claim against, and Seller shall have no Liability for, the failure to obtain such Consent. (c) Prior to Closing and during the one hundred and twenty (120) day period following Closing, Seller and Buyer shall use their commercially reasonable efforts to obtain all Consents listed on Schedule 6.01(c)the consent to assign such Devon/KCS Lease to MLP LLC and to assign such Devon/KCS Lease to MLP LLC upon receipt of such consent; provided, however, that neither Party (b) such Devon/KCS Lease shall be required held by EXCO for the benefit of MLP LLC until the applicable consent requirement is satisfied or until such Devon/KCS Lease has terminated; and (c) to incur the extent EXCO has provided to MLP LLC the economic benefit of such Devon/KCS Lease, if any, MLP LLC shall pay all amounts due thereunder, shall, perform all obligations thereunder and, subject to the rights of MLP LLC under the Related Agreements, shall indemnify EXCO and its Affiliates against any Liability liabilities incurred or pay suffered by EXCO or any money of its Affiliates as a consequence of EXCO remaining a party to the Devon/KCS Leases (in order each case, except to obtain the extent any such Consent. Subject liabilities resulted from the gross negligence or willful misconduct of any EXCO Party or its Representatives and subject to the foregoingsame requirements and procedures applicable to Sections 7.3, Buyer agrees to provide Seller with any information or documentation that may be reasonably requested by Seller and/or 7.4, 7.5 and 7.6 of the Third Party holder(s) of such Consents in order to facilitate the process of obtaining such ConsentsAdministrative Services Agreement, applied mutatis mutandis).

Consents to Assign. Sellers shall, within five (5) days after the entry of the Bid Procedures Order (to the extent not sent prior to such date), send to the holder of each Applicable Schedule 3.06 Consent with respect to any Purchased Contract that is not a 365 Contract (for which notices regarding 365 Contracts are addressed in Section 5.02) a notice in compliance with the contractual provisions applicable to such Applicable Schedule 3.06 Consent seeking such holder’s consent to the transactions contemplated hereby or such other notice (which may be included in the sale notice related to the Sale Order) as necessary to permit the assignment of such Purchased Contract to Buyer pursuant to this Agreement upon entry of the Sale Order (a “Consent Notice”). With respect to each Consent relating to a Contract for which the counterparty’s consent to assignment would be required for such Contract to be assumed and assigned to Buyer, after giving effect to sections 365(c)(1) and 365(f)(1) of the Bankruptcy Code, but which Consent is not set forth in on Disclosure Schedule 6.01(c)3.06 and is discovered by Sellers (including, within ten (10if applicable, any such Consent that is identified by Buyer) days after the date of this Agreementprior to Closing, Seller all such Consents shall thereafter be Applicable Schedule 3.06 Consents and Sellers shall send to the holder of each such Consent a notice in material compliance with the contractual provisions applicable to such Consent seeking such holder’s consent as requiredNotice. (a) If (1) Seller fails Sellers fail to obtain a an Applicable Schedule 3.06 Consent set forth in Schedule 6.01(c) prior to Closing and (A) with respect to any Purchased Contract that is not a 365 Contract, (1) the failure to obtain such Applicable Schedule 3.06 Consent would cause (A) the assignment of the Assets Purchased Contract affected thereby to Buyer to be void or voidable, or (B2) the failure to obtain such Applicable Schedule 3.06 Consent would result in the termination of a Lease or such Purchased Contract under the express terms thereof upon the purported assignment of such Purchased Contract to Buyer pursuant to this Agreement or (2B) with respect to any Purchased Contract, a party holding such Applicable Schedule 3.06 Consent requested by Seller right has objected to the assignment of the affected Purchased Contract in accordance with the terms of the relevant Applicable Schedule 3.06 Consent right or based on any anti-assignment or consent to assign provision contained in such Purchased Contract (each Consent as to which clause (A) or (B) is denied in writingapplicable, a “Required Consent”), then, unless the Bankruptcy Court has entered an order approving (or in each casethe case of clause (B), such objection is resolved to permit) the sale and assignment of the affected Purchased Contract to Buyer pursuant to this Agreement without obtaining such Required Consent, the Asset (or portion thereof) Purchased Contract affected by such un-obtained Required Consent shall be excluded from the Assets to be assigned to Buyer at Closing, Closing (and the Purchase Price shall be reduced by the Allocated Value of such Asset (or portion thereof) so excludedconsidered Excluded Assets hereunder). In the event that a any such Required Consent (with respect to any such excluded Purchased Contract is obtained during the Post-Closing Consent Period (or if during the Post-Closing Consent Period the Bankruptcy Court enters an Asset excluded order providing that (x) such Required Consent is not required to consummate the sale and assignment of the affected Purchased Contract to Buyer pursuant to this Section 4.12(aAgreement without obtaining such Required Consent or (y) the affected Purchased Contract may be sold and assigned to Buyer pursuant to this Agreement free and clear of such Required Consent)) that was not obtained prior to Closing is obtained within one hundred and twenty (120) days following Closing, then, within ten (101) days Sellers shall so notify Buyer and (2) on the tenth (10th) Business Day after the date such Consent is obtained (x) Buyer and Sellers shall purchase assign the Asset (or portion thereof) Purchased Contract that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in substantially the same form as the Assignment and Bxxx of Sale (and such Purchased Contract shall no longer be considered Excluded Assets hereunder) and Buyer shall assume all Assumed Liabilities with respect thereto. Notwithstanding anything to the contrary in this Agreement, without limiting any of the rights of Buyer hereunder, from and after the Closing, Buyer and Sellers shall reasonably cooperate in a form mutually acceptable reasonable arrangement to Seller provide Buyer with all of the benefits of, or under, each Purchased Contract excluded pursuant to this Section 2.12(a), including enforcement (at Buyer’s cost) for the benefit of Buyer, if applicable, of any and Buyerall rights of Sellers against any party with respect to such Purchased Contract arising out of the breach or cancellation with respect to such Purchased Contract by such party; provided, further, that to the extent that any such arrangement has been made to provide Buyer with the benefits of, under or with respect to, an excluded Purchased Contract, from and after the Closing, Buyer shall be responsible for, and shall promptly pay and perform all payment and other obligations under such Purchased Contract for the period during which Buyer is receiving the benefits under the applicable Purchased Contract to the same extent as if such Purchased Contract had been assigned or transferred at the Closing. (b) If Seller fails Sellers fail to obtain a Consent set forth in Schedule 6.01(c) prior to Closing (1) and the failure to obtain such Consent would is not cause a Required Consent (Aor if prior to Closing the Bankruptcy Court enters an order providing that (x) such Required Consent is not required to consummate the sale of the affected Purchased Contract to Buyer pursuant to this Agreement without obtaining such Required Consent or (y) the assignment of the Asset (or portion thereof) affected thereby Purchased Contract may be sold and assigned to Buyer pursuant to be void or (B) the termination this Agreement free and clear of a Lease or Contract under the express terms thereof and (2) such Consent requested by Seller is not denied in writing by the holder thereofRequired Consent), then the Asset (or portion thereof) Purchased Contract subject to such un-obtained Consent shall nevertheless be assigned by Seller Sellers to Buyer at Closing as part of the Assets and Buyer shall be deemed to have assumed any and all Liabilities for the failure to obtain any such Consent as part of the Assumed Liabilities hereunder and Buyer shall have no claim against, and against the Seller shall have no Indemnified Parties from any Liability for, the failure to obtain such Consent. (c) Prior to Closing and during until the one hundred earlier to occur of (x) the confirmation of the Plan and twenty (120y) the ninetieth (90th) day after Closing (the period following Closingfrom Closing until the earlier of clause (x) or (y), Seller the “Post-Closing Consent Period”), with respect to any un-obtained Required Consents with respect to which the Bankruptcy Court shall not have entered an order providing that (A) such Required Consent is not required to consummate the sale and assignment of the affected Purchased Contract to Buyer pursuant to this Agreement without obtaining such Required Consent or (B) the affected Purchased Contract may be sold and assigned to Buyer pursuant to this Agreement free and clear of such Required Consent, Sellers shall use their commercially reasonable efforts to obtain all Consents listed on Schedule 6.01(c)Consents; provided, however, that neither Party Sellers shall not be required to incur any Liability or Liability, pay any money or provide any other consideration in order to obtain any such Consent. Subject Buyer shall use its commercially reasonable efforts (without any obligation to the foregoingincur any Liability, Buyer agrees pay money or provide any other consideration) to provide Seller assist and cooperate with any information or documentation that may be reasonably requested by Seller and/or the Third Party holder(s) Sellers in furtherance of such Consents in order Sellers’ efforts pursuant to facilitate the process of obtaining such Consentsthis Section 2.12(c).

Consents to Assign. With respect to each Consent set forth in Schedule 6.01(c), within ten (10) days after the date of this Agreement, Seller shall send to the holder of each such Consent a notice in material compliance with the contractual provisions applicable to such Consent seeking such holder’s consent as required. (a) If (1) Seller fails to obtain a Consent set forth in Schedule 6.01(c) prior to Closing and the failure to obtain such Consent would cause (A) the assignment of the Assets affected thereby to Buyer to be void or (B) the termination of a Lease or Contract under the express terms thereof or (2) a Consent requested by Seller is denied in writing, then, in each case, the Asset (or portion thereof) affected by such un-obtained Consent shall be excluded from the Assets to be assigned to Buyer at Closing, and the Purchase Price shall be reduced by the Allocated Value of such Asset (or portion thereof) so excluded. In the event that a Consent (with respect to an Asset excluded pursuant to this Section 4.12(a)) that was not obtained prior to Closing is obtained within one hundred and twenty (120) days following Closing, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in a form mutually acceptable to Seller and Buyer. (b) If Seller fails to obtain a Consent set forth in Schedule 6.01(c) prior to Closing (1) and the failure to obtain such Consent would not cause (A) the assignment of the Asset (or portion thereof) affected thereby to Buyer to be void or (B) the termination of a Lease or Contract under the express terms thereof and (2) such Consent requested by Seller is not denied in writing by the holder thereof, then the Asset (or portion thereof) subject to such un-obtained Consent shall nevertheless be assigned by Seller to Buyer at Closing as part of the Assets and Buyer shall have no claim against, and Seller shall have no Liability for, the failure to obtain such Consent. (c) Prior to Closing and during the one hundred and twenty (120) day period following Closing, Seller and Buyer shall use their commercially reasonable efforts to obtain all Consents listed on Schedule 6.01(c); provided, however, that neither Party shall be required to incur any Liability or pay any money in order to obtain any such Consent. Subject to the foregoing, Buyer Xxxxx agrees to provide Seller with any information or documentation that may be reasonably requested by Seller and/or the Third Party holder(s) of such Consents in order to facilitate the process of obtaining such Consents.

Consents to Assign. With respect to each Consent set forth in Schedule 6.01(c), within ten promptly, but in no event later than five (105) days after the date of this Agreement, Seller shall send to the holder of each such Consent a notice (in form reasonably satisfactory to Buyer) in material compliance with the contractual provisions applicable to such Consent seeking such holder’s consent as required. (a) If (1i) Seller fails to obtain a Consent set forth in Schedule 6.01(c) prior to Closing and the failure to obtain such Consent would cause (A) the assignment of the Assets affected thereby to Buyer to be void or (B) the termination of a Lease or Contract under the express terms thereof or (2ii) a Consent requested by Seller is denied in writing, then, in each case, the Asset (or portion thereof) affected by such un-obtained Consent shall be excluded from the Assets to be assigned to Buyer at Closing, and the Purchase Price shall be reduced by the Allocated Value of such Asset (or portion thereof) so excluded. In the event that a Consent (with respect to an Asset excluded pursuant to this Section 4.12(a)) that was not obtained prior to Closing is obtained within one hundred and twenty ninety (12090) days following Closing, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in a substantially the same form mutually acceptable to Seller and Buyeras the Assignment. (b) If Seller fails to obtain a Consent set forth in Schedule 6.01(c) prior to Closing (1i) and the failure to obtain such Consent would not cause (A) the assignment of the Asset (or portion thereof) affected thereby to Buyer to be void or (B) the termination of a Lease or Contract under the express terms thereof and (2ii) such Consent requested by Seller is not denied in writing by the holder thereof, then the Asset (or portion thereof) subject to such un-obtained Consent shall nevertheless be assigned by Seller to Buyer at Closing as part of the Assets and Buyer shall have no claim against, and Seller shall have no Liability for, the failure to obtain such Consent. (c) Prior to Closing and during the one hundred and twenty ninety (12090) day period following Closing, Seller and Buyer shall use their commercially reasonable efforts to obtain all Consents listed on Schedule 6.01(c); provided, however, that neither Party shall be required to incur any Liability or pay any money in order to obtain any such Consent. Subject to the foregoing, Buyer agrees to provide Seller with any information or documentation that may be reasonably requested by Seller and/or the Third Party holder(s) of such Consents in order to facilitate the process of obtaining such Consents.

Consents to Assign. Sellers have sent to the holder of each Applicable Schedule 3.06 Consent with respect to any Purchased Contract that is not a 365 Contract (for which notices regarding 365 Contracts are addressed in Section 5.02) a notice in compliance with the contractual provisions applicable to such Applicable Schedule 3.06 Consent seeking such holder’s consent to the transactions contemplated hereby or such other notice (which may be included in the sale notice related to the Sale Order) as necessary to permit the assignment of such Purchased Contract to Buyer pursuant to this Agreement upon entry of the Sale Order (a “Consent Notice”). With respect to each Consent relating to a Contract for which the counterparty’s consent to assignment would be required for such Contract to be assumed and assigned to Buyer, after giving effect to sections 365(c)(1) and 365(f)(1) of the Bankruptcy Code, but which Consent is not set forth in on Disclosure Schedule 6.01(c)3.06 and is discovered by Sellers (including, within ten (10if applicable, any such Consent that is identified by Buyer) days after the date of this Agreementprior to Closing, Seller all such Consents shall thereafter be Applicable Schedule 3.06 Consents and Sellers shall send to the holder of each such Consent a notice in material compliance with the contractual provisions applicable to such Consent seeking such holder’s consent as requiredNotice. (a) If (1) Seller fails Sellers fail to obtain a an Applicable Schedule 3.06 Consent set forth in Schedule 6.01(c) prior to Closing and (A) with respect to any Purchased Contract that is not a 365 Contract, (1) the failure to obtain such Applicable Schedule 3.06 Consent would cause (A) the assignment of the Assets Purchased Contract affected thereby to Buyer to be void or voidable, or (B2) the failure to obtain such Applicable Schedule 3.06 Consent would result in the termination of a Lease or such Purchased Contract under the express terms thereof upon the purported assignment of such Purchased Contract to Buyer pursuant to this Agreement or (2B) with respect to any Purchased Contract, a party holding such Applicable Schedule 3.06 Consent requested by Seller right has objected to the assignment of the affected Purchased Contract in accordance with the terms of the relevant Applicable Schedule 3.06 Consent right or based on any anti-assignment or consent to assign provision contained in such Purchased Contract (each Consent as to which clause (A) or (B) is denied in writingapplicable, a “Required Consent”), then, unless the Bankruptcy Court has entered an order approving (or in each casethe case of clause (B), such objection is resolved to permit) the sale and assignment of the affected Purchased Contract to Buyer pursuant to this Agreement without obtaining such Required Consent, the Asset (or portion thereof) Purchased Contract affected by such un-obtained Required Consent shall be excluded from the Assets to be assigned to Buyer at Closing, Closing (and the Purchase Price shall be reduced by the Allocated Value of such Asset (or portion thereof) so excludedconsidered Excluded Assets hereunder). In the event that a any such Required Consent (with respect to any such excluded Purchased Contract is obtained during the Post-Closing Consent Period (or if during the Post-Closing Consent Period the Bankruptcy Court enters an Asset excluded order providing that (x) such Required Consent is not required to consummate the sale and assignment of the affected Purchased Contract to Buyer pursuant to this Section 4.12(aAgreement without obtaining such Required Consent or (y) the affected Purchased Contract may be sold and assigned to Buyer pursuant to this Agreement free and clear of such Required Consent)) that was not obtained prior to Closing is obtained within one hundred and twenty (120) days following Closing, then, within ten (101) days Sellers shall so notify Buyer and (2) on the tenth (10th) Business Day after the date such Consent is obtained (x) Buyer and Sellers shall purchase assign the Asset (or portion thereof) Purchased Contract that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in substantially the same form as the Assignment and Bxxx of Sale (and such Purchased Contract shall no longer be considered Excluded Assets hereunder) and Buyer shall assume all Assumed Liabilities with respect thereto. Notwithstanding anything to the contrary in this Agreement, without limiting any of the rights of Buyer hereunder, from and after the Closing, Buyer and Sellers shall reasonably cooperate in a form mutually acceptable reasonable arrangement to Seller provide Buyer with all of the benefits of, or under, each Purchased Contract excluded pursuant to this Section 2.12(a), including enforcement (at Buyer’s cost) for the benefit of Buyer, if applicable, of any and Buyerall rights of Sellers against any party with respect to such Purchased Contract arising out of the breach or cancellation with respect to such Purchased Contract by such party; provided, further, that to the extent that any such arrangement has been made to provide Buyer with the benefits of, under or with respect to, an excluded Purchased Contract, from and after the Closing, Buyer shall be responsible for, and shall promptly pay and perform all payment and other obligations under such Purchased Contract for the period during which Buyer is receiving the benefits under the applicable Purchased Contract to the same extent as if such Purchased Contract had been assigned or transferred at the Closing. (b) If Seller fails Sellers fail to obtain a Consent set forth in Schedule 6.01(c) prior to Closing (1) and the failure to obtain such Consent would is not cause a Required Consent (Aor if prior to Closing the Bankruptcy Court enters an order providing that (x) such Required Consent is not required to consummate the sale of the affected Purchased Contract to Buyer pursuant to this Agreement without obtaining such Required Consent or (y) the assignment of the Asset (or portion thereof) affected thereby Purchased Contract may be sold and assigned to Buyer pursuant to be void or (B) the termination this Agreement free and clear of a Lease or Contract under the express terms thereof and (2) such Consent requested by Seller is not denied in writing by the holder thereofRequired Consent), then the Asset (or portion thereof) Purchased Contract subject to such un-obtained Consent shall nevertheless be assigned by Seller Sellers to Buyer at Closing as part of the Assets and Buyer shall be deemed to have assumed any and all Liabilities for the failure to obtain any such Consent as part of the Assumed Liabilities hereunder and Buyer shall have no claim against, and against the Seller shall have no Indemnified Parties from any Liability for, the failure to obtain such Consent. (c) Prior to Closing and during until the one hundred earlier to occur of (x) the confirmation of the Plan and twenty (120y) the ninetieth (90th) day after Closing (the period following Closingfrom Closing until the earlier of clause (x) or (y), Seller the “Post-Closing Consent Period”), with respect to any un-obtained Required Consents with respect to which the Bankruptcy Court shall not have entered an order providing that (A) such Required Consent is not required to consummate the sale and assignment of the affected Purchased Contract to Buyer pursuant to this Agreement without obtaining such Required Consent or (B) the affected Purchased Contract may be sold and assigned to Buyer pursuant to this Agreement free and clear of such Required Consent, Sellers shall use their commercially reasonable efforts to obtain all Consents listed on Schedule 6.01(c)Consents; provided, however, that neither Party Sellers shall not be required to incur any Liability or Liability, pay any money or provide any other consideration in order to obtain any such Consent. Subject Buyer shall use its commercially reasonable efforts (without any obligation to the foregoingincur any Liability, Buyer agrees pay money or provide any other consideration) to provide Seller assist and cooperate with any information or documentation that may be reasonably requested by Seller and/or the Third Party holder(s) Sellers in furtherance of such Consents in order Sellers’ efforts pursuant to facilitate the process of obtaining such Consentsthis Section 2.12(c).

Consents to Assign. With respect to each Consent set forth in Schedule 6.01(c), within ten (10) days after In the date context of preparing this Agreement, Seller shall send various consents to assign have been reviewed affecting a portion of the Leases. The Leases affected by these consents to assign are set forth on Schedule 3.9 attached hereto. While the Parties expect that all necessary consents to assign will be granted in due course, it is recognized that some or all of these may not have been obtained prior to the holder of Effective Date. For all consents to assign not obtained prior to the Effective Date: (i) the Parties acknowledge that EnCana is claiming all such consents to assign as Title Defects pursuant to Section 4.4(a)(iv); (ii) STML will have until the date that is ninety (90) days following the Effective Date in which to procure the necessary consent for each such Consent a notice in material compliance with Lease (the contractual provisions applicable to such Consent seeking such holder’s consent as required. “Cure Period”); and (a) If (1) Seller fails to obtain a Consent set forth in Schedule 6.01(c) prior to Closing and the failure to obtain such Consent would cause (Aiii) the assignment of the Assets affected thereby to Buyer to be void or (B) the termination of a Lease or Contract under the express terms thereof or (2) a Consent requested by Seller is denied in writing, then, in each case, the Asset (or portion thereof) affected by such un-obtained Consent shall will be excluded from the Assets respective assignment. Within a reasonable time of obtaining the consent to assign, the affected Lease will be assigned to Buyer at Closing, EnCana in accordance with the terms and conditions of this Agreement. During the interim between the Effective Date and the Purchase Price assignment of an affected Lease to EnCana or the end of the Cure Period, whichever is earlier, STML shall not encumber or burden the affected Lease in any manner so as to prevent STML from assigning the affected Lease to EnCana with the unencumbered working interest and net revenue interest as described for such Lease on Exhibit A-1 or A-2, as applicable. Once the affected Lease or Leases are assigned to EnCana, they shall be subject to the same title review process as described in Article IV subject to modifying the dates of the Examination Period so that EnCana retains its full review rights as otherwise prescribed by Article IV of this Agreement as to such Lease or Leases. If STML is unable to secure a necessary consent to assign by the end of the Cure Period, it shall retain such Lease and the Carry Amount will be reduced by an amount calculated by multiplying the Allocated Value Net Mineral Acres included in the affected Lease times the Per Acre Value. This reduction in the Carry Amount shall be taken into account in the determination of such Asset (or portion thereof) so excluded. In the event that a Consent (with respect to an Asset excluded payment due pursuant to this Section 4.12(a3.2(a)(ii)) that was not obtained prior to Closing is obtained within one hundred and twenty (120) days following Closing, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in a form mutually acceptable to Seller and Buyer. (b) If Seller fails to obtain a Consent set forth in Schedule 6.01(c) prior to Closing (1) and the failure to obtain such Consent would not cause (A) the assignment of the Asset (or portion thereof) affected thereby to Buyer to be void or (B) the termination of a Lease or Contract under the express terms thereof and (2) such Consent requested by Seller is not denied in writing by the holder thereof, then the Asset (or portion thereof) subject to such un-obtained Consent shall nevertheless be assigned by Seller to Buyer at Closing as part of the Assets and Buyer shall have no claim against, and Seller shall have no Liability for, the failure to obtain such Consent. (c) Prior to Closing and during the one hundred and twenty (120) day period following Closing, Seller and Buyer shall use their commercially reasonable efforts to obtain all Consents listed on Schedule 6.01(c); provided, however, that neither Party shall be required to incur any Liability or pay any money in order to obtain any such Consent. Subject to the foregoing, Buyer agrees to provide Seller with any information or documentation that may be reasonably requested by Seller and/or the Third Party holder(s) of such Consents in order to facilitate the process of obtaining such Consents.

Consents to Assign. Sellers shall, within five (5) Business Days after the entry of the Bid Procedures Order (to the extent not sent prior to the Execution Date), send to the holder of each Applicable Schedule 3.06 Consent with respect to any Purchased Contract that is not a 365 Contract (for which notices regarding 365 Contracts are addressed in Section 5.02) a notice in compliance with the contractual provisions applicable to such Applicable Schedule 3.06 Consent seeking such holder’s consent to the transactions contemplated hereby or such other notice (which may be included in the sale notice related to the Sale Order) as necessary to permit the assignment of such Purchased Contract to Buyer pursuant to this Agreement upon entry of the Sale Order (a “Consent Notice”). With respect to each Consent relating to a Contract for which the counterparty’s consent to assignment would be required for such Contract to be assumed and assigned to Buyer, after giving effect to sections 365(c)(1) and 365(f)(1) of the Bankruptcy Code, but which Consent is not set forth in on Disclosure Schedule 6.01(c)3.06 and is discovered by Sellers (including, within ten (10if applicable, any such Consent that is identified by Buyer) days after the date of this Agreementprior to Closing, Seller all such Consents shall thereafter be Applicable Schedule 3.06 Consents and Sellers shall send to the holder of each such Consent a notice in material compliance with the contractual provisions applicable to such Consent seeking such holder’s consent as requiredNotice. (a) If (1) Seller fails Sellers fail to obtain a an Applicable Schedule 3.06 Consent set forth in Schedule 6.01(c) prior to Closing and (A) with respect to any Purchased Contract that is not a 365 Contract, (1) the failure to obtain such Applicable Schedule 3.06 Consent would cause (A) the assignment of the Assets Purchased Contract affected thereby to Buyer to be void or voidable, or (B2) the failure to obtain such Applicable Schedule 3.06 Consent would result in the termination of a Lease or such Purchased Contract under the express terms thereof upon the purported assignment of such Purchased Contract to Buyer pursuant to this Agreement or (2B) with respect to any Purchased Contract, a party holding such Applicable Schedule 3.06 Consent requested by Seller right has objected to the assignment of the affected Purchased Contract in accordance with the terms of the relevant Applicable Schedule 3.06 Consent right or based on any anti-assignment or consent to assign provision contained in such Purchased Contract (each Consent as to which clause (A) or (B) is denied in writingapplicable, a “Required Consent”), then, unless the Bankruptcy Court has entered an order approving (or in each casethe case of clause (B), such objection is resolved to permit) the sale and assignment of the affected Purchased Contract to Buyer pursuant to this Agreement without obtaining such Required Consent, the Asset (or portion thereof) Purchased Contract affected by such un-obtained Required Consent shall be excluded from the Assets to be assigned to Buyer at Closing, Closing (and the Purchase Price shall be reduced by the Allocated Value of such Asset (or portion thereof) so excludedconsidered Excluded Assets hereunder). In the event that a any such Required Consent (with respect to any such excluded Purchased Contract is obtained during the Post-Closing Consent Period (or if during the Post-Closing Consent Period the Bankruptcy Court enters an Asset excluded order providing that (x) such Required Consent is not required to consummate the sale and assignment of the affected Purchased Contract to Buyer pursuant to this Section 4.12(aAgreement without obtaining such Required Consent or (y) the affected Purchased Contract may be sold and assigned to Buyer pursuant to this Agreement free and clear of such Required Consent)) that was not obtained prior to Closing is obtained within one hundred and twenty (120) days following Closing, then, within ten (101) days Sellers shall so notify Buyer and (2) on the tenth (10th) Business Day after the date such Consent is obtained (x) Buyer and Sellers shall purchase assign the Asset (or portion thereof) Purchased Contract that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in substantially the same form as the Assignment and Xxxx of Sale (and such Purchased Contract shall no longer be considered Excluded Assets hereunder) and Buyer shall assume all Assumed Liabilities with respect thereto. Notwithstanding anything to the contrary in this Agreement, without limiting any of the rights of Buyer hereunder, from and after the Closing, Buyer and Sellers shall reasonably cooperate in a form mutually acceptable reasonable arrangement to Seller provide Buyer with all of the benefits of, or under, each Purchased Contract excluded pursuant to this Section 2.12(a), including enforcement (at Buyer’s cost) for the benefit of Buyer, if applicable, of any and Buyerall rights of Sellers against any party with respect to such Purchased Contract arising out of the breach or cancellation with respect to such Purchased Contract by such party; provided, further, that to the extent that any such arrangement has been made to provide Buyer with the benefits of, under or with respect to, an excluded Purchased Contract, from and after the Closing, Buyer shall be responsible for, and shall promptly pay and perform all payment and other obligations under such Purchased Contract for the period during which Buyer is receiving the benefits under the applicable Purchased Contract to the same extent as if such Purchased Contract had been assigned or transferred at the Closing. (b) If Seller fails Sellers fail to obtain a Consent set forth in Schedule 6.01(c) prior to Closing (1) and the failure to obtain such Consent would is not cause a Required Consent (Aor if prior to Closing the Bankruptcy Court enters an order providing that (x) such Required Consent is not required to consummate the sale of the affected Purchased Contract to Buyer pursuant to this Agreement without obtaining such Required Consent or (y) the assignment of the Asset (or portion thereof) affected thereby Purchased Contract may be sold and assigned to Buyer pursuant to be void or (B) the termination this Agreement free and clear of a Lease or Contract under the express terms thereof and (2) such Consent requested by Seller is not denied in writing by the holder thereofRequired Consent), then the Asset (or portion thereof) Purchased Contract subject to such un-obtained Consent shall nevertheless be assigned by Seller Sellers to Buyer at Closing as part of the Assets and Buyer shall be deemed to have assumed any and all Liabilities for the failure to obtain any such Consent as part of the Assumed Liabilities hereunder and Buyer shall have no claim against, and against the Seller shall have no Indemnified Parties from any Liability for, the failure to obtain such Consent. (c) Prior to Closing and during until the one hundred earlier to occur of (x) the confirmation of the Plan and twenty (120y) the ninetieth (90th) day after Closing (the period following Closingfrom Closing until the earlier of clause (x) or (y), Seller the “Post-Closing Consent Period”), with respect to any un-obtained Required Consents with respect to which the Bankruptcy Court shall not have entered an order providing that (A) such Required Consent is not required to consummate the sale and assignment of the affected Purchased Contract to Buyer pursuant to this Agreement without obtaining such Required Consent or (B) the affected Purchased Contract may be sold and assigned to Buyer pursuant to this Agreement free and clear of such Required Consent, Sellers shall use their commercially reasonable efforts to obtain all Consents listed on Schedule 6.01(c)Consents; provided, however, that neither Party Sellers shall not be required to incur any Liability or Liability, pay any money or provide any other consideration in order to obtain any such Consent. Subject Buyer shall use its commercially reasonable efforts (without any obligation to the foregoingincur any Liability, Buyer agrees pay money or provide any other consideration) to provide Seller assist and cooperate with any information or documentation that may be reasonably requested by Seller and/or the Third Party holder(s) Sellers in furtherance of such Consents in order Sellers’ efforts pursuant to facilitate the process of obtaining such Consentsthis Section 2.12(c).

Consents to Assign. With respect to each Consent set forth in on Schedule 6.01(c5.1(l)(ii), within ten (10) days after the date of this Agreement, Seller shall send to the holder holder, within three Business Days after the Execution Date, of each such Consent a notice in material compliance with the contractual contract provisions applicable to such Consent seeking such holder’s consent as requiredto the transaction contemplated hereby. (a) If (1) Seller fails to obtain a Consent set forth on Schedule 5.1(l)(ii) prior to Closing and such Consent is a Hard Consent, then (1) the Asset (or portion thereof) affected by such Hard Consent shall not be conveyed at the Closing, (2) such Asset (or portion thereof) shall be retained by Seller until such Hard Consent is obtained, the Purchase Price will be reduced at Closing by an amount equal to the aggregate Allocated Values of such Assets, and, subject to Section 10, the Closing will occur as to the remainder of the Assets (or interests therein); provided, however, that until such time as Seller receives such Hard Consent, Seller and Buyer shall use commercially reasonable efforts to obtain the Hard Consent applicable to the transfer of such Asset following the Closing; on the condition that no Party will be required to incur any Liability or pay any money or provide other consideration to any holder of any such Hard Consent in order to obtain such Hard Consent. In the event that a Hard Consent (with respect to an Asset excluded pursuant to this Section 9.4) that was not obtained prior to Closing (an “Unobtained Hard Consent”) is obtained within 120 days after the Closing, Seller and Buyer shall effect a Closing pursuant to Section 10.2 (and the other terms and conditions herein) with respect to, and Seller shall transfer to Buyer using the form of Assignment attached to this Agreement, the Assets (or interests therein) subject to such Hard Consents and Buyer shall pay or provide to Seller an amount equal to the aggregate Allocated Values of such Assets (as adjusted pursuant to Section 2.3). (b) If Seller fails to obtain a Consent other than the Hard Consents set forth on Schedule 6.01(c5.1(l)(ii) prior to Closing and the failure to obtain such Consent would not cause (Ai) the assignment of the Assets affected thereby to Buyer to be void or (B) the termination of a Lease or Contract under the express terms thereof or (2) a Consent requested by Seller is denied in writing, then, in each case, the Asset (or portion thereof) affected by such un-obtained Consent shall be excluded from the Assets to be assigned to Buyer at Closing, and the Purchase Price shall be reduced by the Allocated Value of such Asset (or portion thereof) so excluded. In the event that a Consent (with respect to an Asset excluded pursuant to this Section 4.12(a)) that was not obtained prior to Closing is obtained within one hundred and twenty (120) days following Closing, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in a form mutually acceptable to Seller and Buyer. (b) If Seller fails to obtain a Consent set forth in Schedule 6.01(c) prior to Closing (1) and the failure to obtain such Consent would not cause (A) the assignment of the Asset (or portion thereof) affected thereby to Buyer to be void (including at the election of the holder of the Consents) or (Bii) the termination of a Lease or Contract (including at the election of the holder of the Consents), in each case, under the express terms thereof and (2) such Consent requested by Seller is not denied in writing by the holder thereof, then the Asset (or portion thereof) subject to such un-obtained Consent shall will nevertheless be assigned by Seller to Buyer at Closing as part of the Assets and Buyer shall will have no claim Claim against, and Seller shall will have no Liability to Buyer for, the failure to obtain such Consent and there will be no Purchase Price reductions attributable to such unobtained Consent. (c) Prior to Closing and during the one hundred and twenty (120) day period following Closing, Seller and Buyer shall use their commercially reasonable efforts to obtain all Consents listed on Schedule 6.01(c5.1(l)(ii); provided, however, on the condition that neither no Party shall will be required to incur any Liability or liability, pay any money or provide any other consideration to the holders of any Consent in order to obtain any such Consent. Subject to the foregoing, Buyer agrees to provide Seller with any information or documentation that may be reasonably requested by Seller and/or the Third Party holder(s. (d) of such Consents in order to facilitate the process of obtaining such Consents.For purposes hereof:

Consents to Assign. Sellers have sent to the holder of each Applicable Schedule 3.06 Consent with respect to any Purchased Contract that is not a 365 Contract (for which notices regarding 365 Contracts are addressed in Section 5.02) a notice in compliance with the contractual provisions applicable to such Applicable Schedule 3.06 Consent seeking such holder’s consent to the transactions contemplated hereby or such other notice (which may be included in the sale notice related to the Sale Order) as necessary to permit the assignment of such Purchased Contract to Buyer pursuant to this Agreement upon entry of the Sale Order (a “Consent Notice”). With respect to each Consent relating to a Contract for which the counterparty’s consent to assignment would be required for such Contract to be assumed and assigned to Buyer, after giving effect to sections 365(c)(1) and 365(f)(1) of the Bankruptcy Code, but which Consent is not set forth in on Disclosure Schedule 6.01(c)3.06 and is discovered by Sellers (including, within ten (10if applicable, any such Consent that is identified by Buyer) days after the date of this Agreementprior to Closing, Seller all such Consents shall thereafter be Applicable Schedule 3.06 Consents and Sellers shall send to the holder of each such Consent a notice in material compliance with the contractual provisions applicable to such Consent seeking such holder’s consent as requiredNotice. (a) If (1) Seller fails Sellers fail to obtain a an Applicable Schedule 3.06 Consent set forth in Schedule 6.01(c) prior to Closing and (A) with respect to any Purchased Contract that is not a 365 Contract, (1) the failure to obtain such Applicable Schedule 3.06 Consent would cause (A) the assignment of the Assets Purchased Contract affected thereby to Buyer to be void or voidable, or (B2) the failure to obtain such Applicable Schedule 3.06 Consent would result in the termination of a Lease or such Purchased Contract under the express terms thereof upon the purported assignment of such Purchased Contract to Buyer pursuant to this Agreement or (2B) with respect to any Purchased Contract, a party holding such Applicable Schedule 3.06 Consent requested by Seller right has objected to the assignment of the affected Purchased Contract in accordance with the terms of the relevant Applicable Schedule 3.06 Consent right or based on any anti-assignment or consent to assign provision contained in such Purchased Contract (each Consent as to which clause (A) or (B) is denied in writingapplicable, a “Required Consent”), then, unless the Bankruptcy Court has entered an order approving (or in each casethe case of clause (B), such objection is resolved to permit) the sale and assignment of the affected Purchased Contract to Buyer pursuant to this Agreement without obtaining such Required Consent, the Asset (or portion thereof) Purchased Contract affected by such un-obtained Required Consent shall be excluded from the Assets to be assigned to Buyer at Closing, Closing (and the Purchase Price shall be reduced by the Allocated Value of such Asset (or portion thereof) so excludedconsidered Excluded Assets hereunder). In the event that a any such Required Consent (with respect to any such excluded Purchased Contract is obtained during the Post-Closing Consent Period (or if during the Post-Closing Consent Period the Bankruptcy Court enters an Asset excluded order providing that (x) such Required Consent is not required to consummate the sale and assignment of the affected Purchased Contract to Buyer pursuant to this Section 4.12(aAgreement without obtaining such Required Consent or (y) the affected Purchased Contract may be sold and assigned to Buyer pursuant to this Agreement free and clear of such Required Consent)) that was not obtained prior to Closing is obtained within one hundred and twenty (120) days following Closing, then, within ten (101) days Sellers shall so notify Buyer and (2) on the tenth (10th) Business Day after the date such Consent is obtained (x) Buyer and Sellers shall purchase assign the Asset (or portion thereof) Purchased Contract that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in substantially the same form as the Assignment and Xxxx of Sale (and such Purchased Contract shall no longer be considered Excluded Assets hereunder) and Buyer shall assume all Assumed Liabilities with respect thereto. Notwithstanding anything to the contrary in this Agreement, without limiting any of the rights of Buyer hereunder, from and after the Closing, Buyer and Sellers shall reasonably cooperate in a form mutually acceptable reasonable arrangement to Seller provide Buyer with all of the benefits of, or under, each Purchased Contract excluded pursuant to this Section 2.12(a), including enforcement (at Buyer’s cost) for the benefit of Buyer, if applicable, of any and Buyerall rights of Sellers against any party with respect to such Purchased Contract arising out of the breach or cancellation with respect to such Purchased Contract by such party; provided, further, that to the extent that any such arrangement has been made to provide Buyer with the benefits of, under or with respect to, an excluded Purchased Contract, from and after the Closing, Buyer shall be responsible for, and shall promptly pay and perform all payment and other obligations under such Purchased Contract for the period during which Buyer is receiving the benefits under the applicable Purchased Contract to the same extent as if such Purchased Contract had been assigned or transferred at the Closing. (b) If Seller fails Sellers fail to obtain a Consent set forth in Schedule 6.01(c) prior to Closing (1) and the failure to obtain such Consent would is not cause a Required Consent (Aor if prior to Closing the Bankruptcy Court enters an order providing that (x) such Required Consent is not required to consummate the sale of the affected Purchased Contract to Buyer pursuant to this Agreement without obtaining such Required Consent or (y) the assignment of the Asset (or portion thereof) affected thereby Purchased Contract may be sold and assigned to Buyer pursuant to be void or (B) the termination this Agreement free and clear of a Lease or Contract under the express terms thereof and (2) such Consent requested by Seller is not denied in writing by the holder thereofRequired Consent), then the Asset (or portion thereof) Purchased Contract subject to such un-obtained Consent shall nevertheless be assigned by Seller Sellers to Buyer at Closing as part of the Assets and Buyer shall be deemed to have assumed any and all Liabilities for the failure to obtain any such Consent as part of the Assumed Liabilities hereunder and Buyer shall have no claim against, and against the Seller shall have no Indemnified Parties from any Liability for, the failure to obtain such Consent. (c) Prior to Closing and during until the one hundred earlier to occur of (x) the confirmation of the Plan and twenty (120y) the ninetieth (90th) day after Closing (the period following Closingfrom Closing until the earlier of clause (x) or (y), Seller the “Post-Closing Consent Period”), with respect to any un-obtained Required Consents with respect to which the Bankruptcy Court shall not have entered an order providing that (A) such Required Consent is not required to consummate the sale and assignment of the affected Purchased Contract to Buyer pursuant to this Agreement without obtaining such Required Consent or (B) the affected Purchased Contract may be sold and assigned to Buyer pursuant to this Agreement free and clear of such Required Consent, Sellers shall use their commercially reasonable efforts to obtain all Consents listed on Schedule 6.01(c)Consents; provided, however, that neither Party Sellers shall not be required to incur any Liability or Liability, pay any money or provide any other consideration in order to obtain any such Consent. Subject Buyer shall use its commercially reasonable efforts (without any obligation to the foregoingincur any Liability, Buyer agrees pay money or provide any other consideration) to provide Seller assist and cooperate with any information or documentation that may be reasonably requested by Seller and/or the Third Party holder(s) Sellers in furtherance of such Consents in order Sellers’ efforts pursuant to facilitate the process of obtaining such Consentsthis Section 2.12(c).

Consents to Assign. Subject to Section 6.5 and Section 7.2(b): (a) With respect to each Consent set forth in Schedule 6.01(c)4.4, within ten (10) days after the date of this AgreementSeller, Seller prior to Closing, shall send to the holder of each such Consent a notice in material compliance with the contractual provisions applicable to such Consent seeking such holder’s consent as required. (a) If (1) Seller fails to obtain a Consent set forth the transactions contemplated hereby. For the avoidance of doubt, unless and solely to the extent expressly provided for in Schedule 6.01(c) prior to Closing and the failure to obtain such Consent would cause (A) the assignment of the Assets affected thereby to Buyer to be void or (B) the termination of a Lease or Contract under the express terms thereof or (2) a Consent requested by Seller is denied in writing, then, in each casethis Agreement, the Asset (or portion thereof) affected by such un-obtained Consent shall be excluded from the Assets to be assigned to Buyer at Closing, and the Purchase Price shall be reduced by the Allocated Value of not amend or otherwise modify such Asset (agreements or portion thereof) so excluded. In the event that a Consent (with respect to an Asset excluded pursuant to this Section 4.12(a)) that was not obtained prior to Closing is obtained within one hundred and twenty (120) days following Closing, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (place or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in a form mutually acceptable to Seller and increase any burden on Buyer. (b) If Seller fails to obtain a Consent set forth in Schedule 6.01(c) 4.4 prior to Closing Closing, Buyer may elect, by written notice to Seller and conditioned upon Seller’s agreement to make such assignment (1) and which shall not be unreasonably withheld, conditioned or delayed), to take an assignment of the Coal Lease, Contract or other agreement that is the subject of such Consent, in which case any Liability that arises due to the failure to obtain such Consent would not cause shall be borne by Buyer. (Ac) If (i) Seller fails to obtain a Consent set forth in Schedule 4.4 prior to Closing, and (ii) the assignment agreement that is the subject of such Consent is not assigned to Buyer pursuant to Section 9.1(b), then, in each case, the Purchased Asset (or portion thereof) affected thereby to Buyer by such unobtained Consent shall be excluded from the Purchased Assets to be void or (B) the termination of a Lease or Contract under the express terms thereof and (2) such Consent requested by Seller is not denied in writing by the holder thereof, then the Asset (or portion thereof) subject to such un-obtained Consent shall nevertheless be assigned by Seller to Buyer at Closing and governed by the following provisions, as part of the Assets and Buyer shall have no claim against, and Seller shall have no Liability for, the failure to obtain such Consent.applicable: (ci) Prior to Closing for the applicable agreements identified on Schedule 4.4 as Bucket A, Seller will retain the applicable agreement and during all Liabilities associated therewith; (ii) for the one hundred and twenty (120) day period following Closingapplicable agreements identified on Schedule 4.4 as Bucket B, Seller and Buyer shall use their commercially reasonable efforts will enter into a contract mining agreement in the form attached as Exhibit E-8(a) and a coal sale agreement in the form attached as Exhibit E-8(b) in which Buyer will agree to obtain conduct all Consents listed on Schedule 6.01(c)mining and reclamation activities required by the applicable agreement and Applicable Law; provided, however, that neither Party shall be required to incur any Liability or pay any money in order to obtain any such Consent. Subject to the foregoing, and Buyer agrees to provide reimburse Seller, or upon request from Seller to pay as and when due directly on behalf of Seller to the appropriate Third Party, any amounts due after Closing under the applicable agreement(s) (as in existence on the Closing Date); and (iii) for the applicable agreements identified on Schedule 4.4 as Bucket C, Buyer will negotiate, with cooperation of Seller, after Closing to secure Consent from Norfolk Southern Railway Company for the transfer of such agreements to Buyer; (d) In the event that any information such Consent (with respect to a Coal Lease, Contract or documentation other agreement excluded pursuant to Section 9.1(c)) that was not obtained prior to Closing is obtained within 180 days following the Closing Date (other than the agreements covered by Section 9.1(c)(iii), for which no time limit shall be applicable), then, on the tenth Business Day after such Consent is obtained, Seller shall assign the Coal Lease, Contract or other agreement that was so excluded as a result of such previously un-obtained Consent, pursuant to an instrument in substantially the same form as the applicable Transfer Document and the Parties Buyer and Seller shall terminate the arrangement entered into pursuant to Section 9.1(c). (e) If the transfer from Seller to Buyer of rights and obligations attempted pursuant to the instruments described in Section 9.1(c)(ii) has been, or if Seller and Buyer reasonably determine that such transfer may be, successfully challenged, the Parties agree to terminate the applicable agreement and such transfer of rights and obligations, and thereafter Seller shall be responsible for any further costs or expenses associated with the Coal Lease, Contract or other agreement that was the subject of such transfer. If any such transfer is challenged and Seller and Buyer, acting reasonably, do not agree whether such challenge may be successful, either Party may elect (at its sole cost) to defend such challenge, on behalf of both Parties (provided that the non-defending Party fully and in good faith cooperates in such defense), by delivering written notice to the other Party within thirty (30) days following the date both Parties have received notice of the challenge; provided that if neither Party makes such election, then Buyer shall have the right to terminate the applicable agreement upon delivery of written notice to Seller within five (5) Business Days following the expiration of the 30-day notice period outlined in this sentence and thereafter (i) Seller will diligently seek to terminate or surrender such Coal Lease, Contract or other agreement as soon as reasonably requested by practicable and (ii) Buyer will compensate Seller and/or for any further property taxes, annual royalties or other carrying costs required to be paid pursuant to the Third Party holder(s) Coal Lease, Contract or other agreement that was the subject of such Consents in order transfer (as it existed at the time of the termination of the agreement entered into pursuant to facilitate Section 9.1(c)(ii)) for up to three (3) years following the process termination of obtaining such Consentsthe agreement entered into pursuant to Section 9.1(c)(ii).

Consents to Assign. With respect Schedule 4.08 sets forth those consents to each Consent set forth in Schedule 6.01(c)assignment or other similar restrictions on assignability that, within ten (10) days after the date of this Agreement, Seller shall send to the holder Knowledge of each such Consent a notice in material compliance with the contractual provisions IPP Parties, are applicable to such the transactions contemplated hereby, excluding, however, the Xxxx Ranch Field Consent seeking such holder’s consent as required. and those consents and approvals from Governmental Authorities that are customarily obtained after closing in connection with a transfer of assets similar to the Assets (a) If (1) Seller fails "Customary Post Closing Consents"). The Pure Parties and the IPP Parties shall use commercially reasonable efforts to obtain a Consent set forth or remove all consents to assignment or other similar restrictions on assignability listed on Schedule 4.08, in Schedule 6.01(c) prior order to Closing and the failure to obtain such Consent would cause (A) the assignment of assign the Assets affected thereby to Buyer the Partnership at Closing. If, at Closing, any such Asset, other than Xxxx Ranch Field, is subject to be void or (B) the termination of a Lease or Contract under the express terms thereof or (2) a Consent requested by Seller is denied in writing, then, in each case, the Asset (or portion thereof) affected by such an un-obtained Consent consent to assignment or other similar restriction on assignability (other than Customary Post Closing Consents), then (i) such Asset shall not be transferred at Closing and such Asset shall be excluded from deemed an Excluded Asset hereunder, (ii) the Assets to be assigned to Buyer at Closing, and the Purchase Price Contribution Value shall be reduced at the Closing by the Allocated Value of value set forth on Schedule 4.08 with respect to the consent affecting such Asset (or portion thereof) so excluded. In the event that a Consent (with respect to an Asset excluded each such Asset, the "Holdback Value"), and (iii) the Pure Parties and the IPP Parties shall use commercially reasonable efforts to obtain such consent, including any Customary Post Closing Consents, and remove any such restriction within ninety (90) days after the Closing ("Post Closing Consent Period"). If the IPP Parties have not obtained such consent or removed such restriction by the end of the Post Closing Consent Period, then the IPP Parties shall retain the affected Asset. If the IPP Parties obtain such consent or remove such restriction by the end of the Post Closing Consent Period, then (i) subject to the Partnership's obligation pursuant to this Section 4.12(a)subsection (ii) that was not obtained prior below, the IPP Parties shall assign the Asset affected thereby to Closing is obtained within one hundred and twenty (120) days following Closing, then, the Partnership by an assignment in the form of the Conveyance within ten (10) days after such Consent consent has been obtained or restriction is obtained removed, (xii) Buyer the Contribution Value shall purchase be increased by the Asset (or portion thereof) that was so excluded Holdback Value with respect to such Asset, as a result adjusted pursuant to the provisions of Section 11.03 hereof through the date of the contribution of such previously un-obtained Consent Asset to the Partnership and pay (iii) the Pure Triad shall contribute to Seller the capital of the Partnership cash in an amount equal to the amount by which the Purchase Price was reduced at Closing with respect to the Asset Contribution Value is increased as provided in (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in a form mutually acceptable to Seller and Buyer. (b) If Seller fails to obtain a Consent set forth in Schedule 6.01(c) prior to Closing (1) and the failure to obtain such Consent would not cause (A) the assignment of the Asset (or portion thereof) affected thereby to Buyer to be void or (B) the termination of a Lease or Contract under the express terms thereof and (2) such Consent requested by Seller is not denied in writing by the holder thereof, then the Asset (or portion thereof) subject to such un-obtained Consent shall nevertheless be assigned by Seller to Buyer at Closing as part of the Assets and Buyer shall have no claim against, and Seller shall have no Liability for, the failure to obtain such Consent. (c) Prior to Closing and during the one hundred and twenty (120) day period following Closing, Seller and Buyer shall use their commercially reasonable efforts to obtain all Consents listed on Schedule 6.01(c); provided, however, that neither Party shall be required to incur any Liability or pay any money in order to obtain any such Consent. Subject to the foregoing, Buyer agrees to provide Seller with any information or documentation that may be reasonably requested by Seller and/or the Third Party holder(sii) of such Consents in order to facilitate the process of obtaining such Consentsthis sentence.

Consents to Assign. Subject to Section 6.5: (a) With respect to each Consent set forth in Schedule 6.01(c)4.4, within ten (10) days after the date of this AgreementSeller, Seller prior to Closing, shall send to the holder of each such Consent a notice in material compliance with the contractual provisions applicable to such Consent seeking such holder’s consent as required. (a) If (1) Seller fails to obtain a Consent set forth the transactions contemplated hereby. For the avoidance of doubt, unless and solely to the extent expressly provided for in Schedule 6.01(c) prior to Closing and the failure to obtain such Consent would cause (A) the assignment of the Assets affected thereby to Buyer to be void or (B) the termination of a Lease or Contract under the express terms thereof or (2) a Consent requested by Seller is denied in writing, then, in each casethis Agreement, the Asset (or portion thereof) affected by such un-obtained Consent shall be excluded from the Assets to be assigned to Buyer at Closing, and the Purchase Price shall be reduced by the Allocated Value of not amend or otherwise modify such Asset (agreements or portion thereof) so excluded. In the event that a Consent (with respect to an Asset excluded pursuant to this Section 4.12(a)) that was not obtained prior to Closing is obtained within one hundred and twenty (120) days following Closing, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (place or portion thereof) that was so excluded as a result of such previously un-obtained Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in a form mutually acceptable to Seller and increase any burden on Buyer. (b) If Seller fails to obtain a Consent set forth in Schedule 6.01(c) 4.4 prior to Closing Closing, Buyer may elect, by written notice to Seller and conditioned upon Seller’s agreement to make such assignment (1) and which shall not be unreasonably withheld, conditioned or delayed), to take an assignment of the Coal Lease, Contract or other agreement that is the subject of such Consent, in which case any Liability that arises due to the failure to obtain such Consent would not cause shall be borne by Buyer. (Ac) If (i) Seller fails to obtain a Consent set forth in Schedule 4.4 prior to Closing, and (ii) the assignment agreement that is the subject of such Consent is not assigned to Buyer pursuant to Section 9.1(b), then, in each case, the Purchased Asset (or portion thereof) affected thereby to Buyer by such unobtained Consent shall be excluded from the Purchased Assets to be void or (B) the termination of a Lease or Contract under the express terms thereof and (2) such Consent requested by Seller is not denied in writing by the holder thereof, then the Asset (or portion thereof) subject to such un-obtained Consent shall nevertheless be assigned by Seller to Buyer at Closing and governed by the following provisions, as part applicable: (i) for the applicable agreements identified on Schedule 4.4 as Bucket A, Seller will retain the applicable agreement and all Liabilities associated therewith (ii) for the applicable agreements identified on Schedule 4.4 as Bucket B, Seller will surrender or terminate the applicable agreement as soon as possible; provided that for a term not to exceed 1 year following the Closing Date, Buyer agrees to reimburse Seller, or upon request from Seller to pay as and when due directly on behalf of Seller to the appropriate Third Party, any amounts due after Closing for property taxes, annual royalties or other carrying costs required to be paid under the applicable agreement(s) (as in existence on the Closing Date); (iii) for the applicable agreements identified on Schedule 4.4 as Bucket C (Xxxxxx Lands, et al.), conditioned upon coordination with and approval from Buyer, Seller will request an appropriate revision to remove the property identified in Bucket C from the applicable Purchased Permit(s) at Seller’s expense and (a) in the event the Permit revision is allowed and the property is removed from the applicable Purchased Permit, Seller will retain the applicable agreement and all Liabilities associated therewith, and will seek to terminate the applicable agreement as soon as permitted under the terms thereof, or (b) to the extent a revision to a Permit is not allowed, the Parties will enter into a Contract Mining and Reclamation Agreement and Coal Sale Agreement in the forms of Exhibit E-5(a) and Exhibit E-5(b), respectively, for the property affected by the Permits for such period of time that the Permit or Permits are not able to be transferred to Buyer. Buyer agrees to reimburse Seller, or upon request from Seller to pay as and when due directly on behalf of Seller to the appropriate Third Party, any amounts due after Closing under the applicable agreement(s) (as in existence as of the Assets and Buyer shall have no claim against, and Seller shall have no Liability for, the failure to obtain such Consent.Closing Date); and (civ) Prior to Closing and during for the one hundred and twenty applicable agreement identified on Schedule 4.4 as Bucket D (120) day period following ClosingXxxxxxx Properties), Seller and Buyer shall use their commercially reasonable efforts will enter into a contract mining and reclamation agreement in the form attached as Exhibit E-5(a) and a coal sale agreement in the form attached as Exhibit E-5(b) in which Buyer will agree to obtain conduct all Consents listed on Schedule 6.01(c)mining and reclamation activities required by the applicable agreement and Applicable Law; provided, however, that neither Party shall be required to incur any Liability or pay any money in order to obtain any such Consent. Subject to the foregoing, and Buyer agrees to reimburse Seller, or upon request from Seller to pay as and when due directly on behalf of Seller to the appropriate Third Party, any amounts due after Closing under the applicable agreement(s); and (v) for the applicable agreement identified on Schedule 4.4 as Bucket E (Imperial Colliery), Seller and Buyer will enter into a contract reclamation agreement in the form attached as Exhibit E-6 in which Buyer will agree to conduct all reclamation activities required by the applicable agreement and Applicable Law; and Buyer agrees to reimburse Seller, or upon request from Seller to pay as and when due directly on behalf of Seller to the appropriate Third Party, any amounts due after Closing under the applicable agreement(s) (as in existence as of the Closing Date). If a Permit is not transferred due to an unobtained Consent for the leases identified on Schedule 4.4 as Buckets D and E, Buyer will commence and diligently pursue replacing the bond relevant to the Permit, even if the Permit remains in the name of Seller, and until such bond is issued, Buyer will provide to Seller a performance bond issued by a surety company reasonably acceptable to Seller; provided that Seller acknowledges that the surety company that has issued, or is issuing, the Replacement Bonds shall be deemed reasonably acceptable to Seller. (d) In the event that any such Consent (with respect to a Coal Lease, Contract or other agreement excluded pursuant to Section 9.1(c)) that was not obtained prior to Closing is obtained within 180 days following the Closing Date, then, on the tenth Business Day after such Consent is obtained, Seller shall assign the Coal Lease, Contract or other agreement, in each case, pursuant to an instrument in substantially the same form as the applicable Transfer Document and the Parties shall terminate the arrangement entered into pursuant to Section 9.1(c). (e) If the transfer from Seller to Buyer of rights and obligations attempted pursuant to the instruments described in Section 9.1(c)(iii) has been, or if Seller and Buyer reasonably determine that such transfer may be, successfully challenged, the Parties agree to terminate the applicable agreement and such transfer of rights and obligations, and thereafter Seller shall be responsible for any information further costs or documentation expenses associated with the Coal Lease, Contract or other agreement that was the subject of such transfer. If any such transfer is challenged and Seller and Buyer, acting reasonably, do not agree whether such challenge may be successful, either Party may elect (at its sole cost) to defend such challenge, on behalf of both Parties (provided that the non-defending Party fully and in good faith cooperates in such defense), by delivering written notice to the other Party within thirty (30) days following the date both Parties have received notice of the challenge; provided that if neither Party makes such election, then Buyer shall have the right to terminate the applicable agreement upon delivery of written notice to Seller within five (5) Business Days following the expiration of the 30-day notice period outlined in this sentence and thereafter (i) Seller will diligently seek to terminate or surrender such Coal Lease, Contract or other agreement as soon as reasonably requested by practicable and (ii) Buyer will compensate Seller and/or for any further property taxes, annual royalties or other carrying costs required to be paid pursuant to the Third Party holder(s) Coal Lease, Contract or other agreement that was the subject of such Consents transfer (as it existed at the time of the termination of the agreement entered into pursuant to Section 9.1(c)(iii)) for up to three (3) years following the termination of the agreement entered into pursuant to Section 9.1(c)(iii). (f) If the transfer from Seller to Buyer of rights and obligations attempted pursuant to the instruments described in order Sections 9.1(c)(iv) or 9.1(c)(v) has been, or if Seller and Buyer reasonably determine that such transfer may be, successfully challenged, the Parties agree to facilitate terminate the process applicable agreement and such transfer of obtaining rights and obligations, and thereafter Seller shall be responsible for any further costs or expenses associated with the Coal Lease, Contract or other agreement that was the subject of such Consentstransfer, and the Promissory Note shall be reduced by the applicable amount set forth in Schedule 9.1(f) less the amount of costs and expenses expended by Buyer from the Closing Date through the date of such termination on (i) property taxes, annual royalties or other carrying costs required to be paid thereunder, and (ii) satisfaction of any Reclamation Liabilities related to, in each case, the applicable Coal Lease, Contract or other agreement, and such reduction shall be applied against the latest annual installment payment due under the Promissory Note first, and then applied to the next latest annual installment payment due until the reduction has been fully credited. If any such transfer is challenged and Seller and Buyer, acting reasonably, do not agree whether such challenge may be successful, either Party may elect (at its sole cost) to defend such challenge, on behalf of both Parties (provided that the non-defending Party fully and in good faith cooperates in such defense), by delivering written notice to the other Party within thirty (30) days following the date both Parties have received notice of the challenge; provided that if neither Party makes such election, then Buyer shall have the right to terminate the applicable agreement upon delivery of written notice to Seller within five (5) Business Days following the expiration of the 30-day notice period outlined in this sentence and thereafter Seller shall be responsible for any further costs or expenses associated with the Coal Lease, Contract or other agreement that was the subject of such transfer, and the Promissory Note shall be reduced by the applicable amount set forth in Schedule 9.1(f) less the amount of costs and expenses expended by Buyer from the Closing Date through the date of such termination on (i) property taxes, annual royalties or other carrying costs required to be paid thereunder, and (ii) satisfaction of any Reclamation Liabilities related to, in each case, the applicable Coal Lease, Contract or other agreement, and such reduction shall be applied against the latest annual installment payment due under the Promissory Note first, and then applied to the next latest annual installment payment due until the reduction has been fully credited.

Consents to Assign. (a) With respect to each Consent set forth in on Schedule 6.01(c)4.04, within ten (10) days after the date of this AgreementSeller, Seller prior to Closing, shall use commercially reasonable efforts to send to the holder of each such Consent a notice in material compliance with the contractual contract provisions applicable to such Consent seeking such holder’s consent as requiredto the Transactions. (ab) If (1) Seller fails to obtain a Consent set forth in on Schedule 6.01(c) 4.04 prior to Closing and the failure to obtain such Consent would cause is a Hard Consent, then (A1) the assignment of the Assets affected thereby to Buyer to be void or (B) the termination of a Lease or Contract under the express terms thereof or (2) a Consent requested by Seller is denied in writing, then, in each case, the Asset (or portion thereofthereof as well as all other Assets as may be reasonably necessary to effect the exclusion of the affected Asset due to any uniformity of interest provisions, unit agreements or other contractual or operational restrictions on the transfer of such affected Asset) affected by such un-obtained Hard Consent shall not be excluded from conveyed at the Assets Closing and will be Excluded Assets, (2) the Base Purchase Price will be reduced at Closing by an amount equal to be assigned to Buyer at Closingthe aggregate Allocated Values of such affected Assets, and (3) Seller and Buyer shall use commercially reasonable efforts to obtain the Purchase Price shall be reduced by Hard Consent applicable to the Allocated Value transfer of such Asset (following the Closing; on the condition that no Party will be required to incur any Liability or portion thereof) so excludedpay any money or provide other consideration to any holder of any such Hard Consent in order to obtain such Hard Consent. In the event that a Hard Consent (with respect to an Asset excluded pursuant to this Section 4.12(a11.04(b)) that was not obtained prior to Closing (an “Unobtained Hard Consent”) is obtained within one hundred and twenty (120) days following Closing, then, then (x) within ten (10) days after Business Days of the end of such Consent is obtained one hundred twenty (x120) day period, pursuant to Section 9.05 Buyer and Seller shall purchase effect a Subsequent Closing at which Seller shall assign to Buyer the Asset (or portion thereof) that was so excluded as a result of such previously un-obtained Unobtained Hard Consent and pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Asset (or portion thereof) so excluded and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in a substantially the same form mutually acceptable as the Assignment, (y) Buyer shall pay to Seller an amount equal to the aggregate Allocated Values of such Assets and Buyerany related Assets so excluded (as adjusted pursuant to Section 3.02) and (z) any Liabilities arising from such assignment shall thereafter constitute Assumed Obligations. (bc) If Seller fails to obtain a Consent set forth in on Schedule 6.01(c) 4.04 that is not a Hard Consent prior to Closing (1) and the failure to obtain such Consent would not cause (A) the assignment of the Asset (or portion thereof) affected thereby to Buyer to be void or (B) the termination of a Lease or Contract under the express terms thereof and (2) such Consent requested by Seller is not denied in writing by the holder thereofClosing, then the Asset (or portion thereof) subject to such un-obtained Consent shall will nevertheless be assigned by Seller to Buyer at Closing as part of the Assets and Buyer shall will have no claim against, and Seller shall will have no Liability to Buyer for, the failure to obtain such Consent. (cd) Prior to Closing and during the one hundred and twenty (120) day period following Closing, Seller and Buyer shall use their commercially reasonable efforts to obtain all Consents listed on Schedule 6.01(c)4.04; provided, however, on the condition that neither no Party shall be required to incur any Liability or Liability, pay any money or provide any other consideration to the holders of any Consent in order to obtain any such Consent. Subject to the foregoing, Buyer agrees to provide Seller with any information or documentation that may be reasonably requested by Seller and/or or the Third Party holder(s) of such Consents in order to facilitate the process of obtaining such Consents.

Consents to Assign. With respect to each Consent set forth in on Schedule 6.01(c5.01(c), within ten (10) days after the date of this Agreement, Seller shall send to the holder of each such Consent a notice in material compliance with the contractual provisions applicable to such Consent seeking such holder’s consent as required. (a) If (1) To the extent that a Consent is required for the assumption and assignment of any Contract or Lease, if Seller fails to obtain a Consent set forth in on Schedule 6.01(c5.01(c) prior to Closing and the failure to obtain such Consent would (i) could, after giving effect to the operation of applicable Law, including the Bankruptcy Code, cause (A) the assignment of the Assets Lease or Well affected thereby to Buyer to be void under the express terms thereof or (B) the termination of a Lease or Contract under the express terms thereof or thereof, (2ii) covers a “Field” with an Allocated Value set forth on Exhibit A – Part 3 in excess of FIFTY THOUSAND AND NO/100 Dollars ($50,000.00) (the “Consent requested by Seller is denied in writingThreshold”) and (iii) the aggregate Allocated Value with respect to all such un-obtained Consents satisfying clauses (i) and (ii) hereof, thenexceeds ONE HUNDRED THOUSAND AND NO/100 Dollars ($100,000.00) (the “Consent Deductible”), in each case, then the Asset (or portion thereof) affected by such un-obtained Consent (each an “Un-obtained Consent”) shall be excluded from the Assets to be assigned to Buyer at Closing, and the Purchase Price shall be reduced by the Allocated Value of such Asset (or portion thereof) so excludedexcluded and Buyer shall deposit in the Escrow Account an amount equal to such Allocated Value (such amount, the “Consent Deposit Amount”). In the event that a an Un-obtained Consent (with respect to an Asset excluded pursuant to this Section 4.12(a)) that was not obtained prior to Closing is obtained within one hundred and twenty thirty (12030) days following Closing, then, within ten (10) days after such Consent is obtained (x) Buyer shall purchase the Asset (or portion thereof) that was so excluded as a result of such previously unUn-obtained Consent and pay instruct the Escrow Agent to disburse to Seller an amount equal to the amount by which the Purchase Price was reduced at Closing Allocated Value with respect to the Asset (or portion thereof) so excluded deposited in the Escrow Account (together with all interest earned thereon) and (y) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at Closing pursuant to an instrument in a form substantially similar to the Assignments or otherwise mutually acceptable to Seller and Buyer. (b) If Seller fails to obtain a Consent set forth in Schedule 6.01(c) prior to Closing (1) and the failure to obtain such Consent would not cause (A) the assignment of the Asset (or portion thereof) affected thereby to Buyer to be void or (B) the termination of a Lease or Contract under the express terms thereof and (2) such Consent requested by Seller is not denied in writing by the holder thereof, then the Asset (or portion thereof) subject to such un-obtained Consent shall nevertheless be assigned by Seller to Buyer at Closing as part of the Assets and Buyer shall have no claim against, and Seller shall have no Liability for, the failure to obtain such Consent. (c) Prior to Closing and during the one hundred and twenty (120) day period following Closing, Seller and Buyer shall use their commercially reasonable efforts to obtain all Consents listed on Schedule 6.01(c); provided, however, that neither Party shall be required to incur any Liability or pay any money in order to obtain any such Consent. Subject to the foregoing, Buyer agrees to provide Seller with any information or documentation that may be reasonably requested by Seller and/or the Third Party holder(s) of such Consents in order to facilitate the process of obtaining such Consents.