Designation as Operator. On the Closing Date, except as provided in Section 8.5 or otherwise agreed by the Parties, Seller shall resign as operator of all Assets as to which Seller has served as operator prior to the Closing. Seller does not warrant or guarantee that, after the Closing, Buyer will become the operator of any Asset operated by Seller or prior to the Closing as to which there are co-owners of the relevant Lease(s). With respect to each such Asset, Seller shall support Buyer in Buyer’s efforts to be named replacement operator of such Assets under the terms of the applicable Contracts effective as of the Possession Time (or as soon thereafter as is reasonably practicable) and will use reasonable commercial efforts to obtain the votes of the other co-owners in the relevant Lease(s) in favor of such election. With respect to each Asset owned in its entirety by Seller, within five (5) Business Days after the Closing, and with respect to each Asset as to which there are co-owners of the relevant Lease(s), within five (5) Business Days after Buyer is named replacement operator under the terms of the applicable Contracts, Seller and Buyer shall make all necessary filings and take all other actions necessary to cause the resignation of Seller as operator and Buyer’s designation as the replacement operator of such Assets to be recognized and, if required, approved by all relevant Governmental Authorities. In each case, Seller shall use reasonable commercial efforts to assist Buyer in assuming the timely operation and management of such Assets.
Designation as Operator. The Seller or any Person designated by the Seller shall have been approved by the applicable Governmental Authority as the designated “operator” in connection with the Affected Permits listed in Section 8.01(f) of the Disclosure Schedule.
