Common use of Designation of Operator Clause in Contracts

Designation of Operator. (a) The Company hereby designates MWE Liberty as the initial “Operator” of the Company. Subject to any required Board or Member approvals rights set forth in this Agreement, MWE Liberty shall be responsible for, shall make all decisions regarding and shall have full power and authority to manage the day-to-day operations of the Company’s business, including, the development, construction and operation of the Company’s facilities and business development activities and the oversight of G&A Services and Personnel Services provided to the Company by MWE Hydrocarbon pursuant to the Services Agreement, which includes the day-to-day management and supervision of all Designated MWE Employees. The appointment of MWE Liberty as the Operator shall be exclusive to MWE Liberty, except to the extent that MWE Liberty elects to cause such duties to be provided by third parties (and, in any case MWE Hydrocarbon and MWE Liberty remain fully responsible for compliance with the Services Agreement). MWE Liberty shall have the power and authority to execute contracts, and to take such other actions, on behalf of the Company as may be necessary or appropriate to carry out the Company’s business in accordance with the Approved Budget. (b) For the avoidance of doubt, the power and authority granted to MWE Liberty as the Operator pursuant to Section 6.11(a) shall specifically include the ability to perform (or cause to be performed) the following services and activities (subject to compliance with any Board or Member approval rights with respect to such services and activities required pursuant to this Agreement): (i) investigation, analysis and selection of acquisition and business development opportunities; (ii) with respect to prospective acquisitions or dispositions by the Company, conducting negotiations with sellers and purchasers and their respective agents, representatives and advisors (including, without limitation, investment bankers); (iii) administering the day-to-day operations of the Company and performing and supervising the performance of such other administrative functions necessary in the management of the Company as may be agreed upon by MWE Liberty as Operator and the Board, including the collection of revenues and the payment of the Company’s debts and obligations and maintenance of appropriate computer services to perform such administrative functions; (iv) monitoring the operating performance of the Company’s assets and providing periodic reports with respect thereto to the Board, including comparative information with respect to such operating and performance and budgeted or projected operating results; (v) assisting the Company to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures and compliance procedures; (vi) causing the Company to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (vii) negotiating, executing, amending and terminating the Company’s agreements with unaffiliated third parties, managing and administering the Company’s rights and obligations under all agreements with unaffiliated third parties to which the Company is a party or by which the Company is bound and monitoring compliance by the Company and by such unaffiliated third parties to such agreements with the terms and conditions thereof; (viii) taking all necessary actions to enable the Company to make required tax filings and reports; (ix) handling and resolving all claims, disputes or controversies (including, without limitation, all litigation, arbitration, settlement or other proceedings or negotiations) with unaffiliated third parties in which the Company may be involved or to which the Company may be subject arising out of the Company’s day-to-day operations, subject to such limitations or parameters as may be imposed from time to time by the Board; (x) purchasing, selling, leasing, operating and maintaining the Company’s assets; (xi) establishing and maintaining the Company’s bank accounts and banking arrangements, and to the extent of funds available, reinvesting Company funds as MWE Liberty as Operator may deem appropriate and consistent with MWE Liberty’s practices; (xii) performing such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Board shall reasonably request or MWE Liberty shall deem appropriate under the particular circumstances; and (xiii) using commercially reasonable efforts to cause the Company to comply with all applicable laws. The Operator shall operate the Company and perform the services and activities referred to in clauses (i) through (xiii) above in accordance with Prudent Industry Practices. (c) As of the date hereof, the Operator and the Company shall execute the Services Agreement with MWE Hydrocarbon, which is hereby approved by the Members. MWE Hydrocarbon shall receive the fees and reimbursement for its services as set forth in the Services Agreement. The Company and the Members hereby acknowledge and agree that the liability of Operator and MWE Hydrocarbon to the Company and the Members, and the Operator’s obligation to satisfy any claim for indemnification in connection with any such liability, shall be limited in the manner and to the extent set forth in the Services Agreement, and the Members hereby consent to, approve, and agree to be bound by the terms thereof with regard to such limitations of the liability of the Operator and MWE Hydrocarbon to the Company and the Members, in the same manner and to the same extent as though such provisions were set forth herein. The Operator shall serve as the Operator until the termination of the Services Agreement. Upon the termination of the Services Agreement, the Board with the Requisite Member Approval may cause the Company to designate a new operator and enter into a new services agreement. (d) MWE Liberty hereby agrees to notify NGPMR of any notice of default or other material notices received by MWE Liberty in connection with the agreements listed on Exhibit H.

Designation of Operator. (a) The Company hereby designates MWE Liberty as the initial “"Operator” " of the Company. Subject to any required Board or Member approvals rights set forth in this Agreement, MWE Liberty shall be responsible for, shall make all decisions regarding and shall have full power and authority to manage the day-to-day operations of the Company’s 's business, including, the development, construction and operation of the Company’s 's facilities and business development activities and the oversight of G&A Services and Personnel Services provided to the Company by MWE Hydrocarbon pursuant to the Services Agreement, which includes the day-to-day management and supervision of all Designated MWE Employees. The appointment of MWE Liberty as the Operator shall be exclusive to MWE Liberty, except to the extent that MWE Liberty elects to cause such duties to be provided by third parties (and, in any case MWE Hydrocarbon and MWE Liberty remain fully responsible for compliance with the Services Agreement). MWE Liberty shall have the power and authority to execute contracts, and to take such other actions, on behalf of the Company as may be necessary or appropriate to carry out the Company’s 's business in accordance with the Approved Budget. (b) For the avoidance of doubt, the power and authority granted to MWE Liberty as the Operator pursuant to Section 6.11(a) shall specifically include the ability to perform (or cause to be performed) the following services and activities (subject to compliance with any Board or Member approval rights with respect to such services and activities required pursuant to this Agreement): (i) investigation, analysis and selection of acquisition and business development opportunities; (ii) with respect to prospective acquisitions or dispositions by the Company, conducting negotiations with sellers and purchasers and their respective agents, representatives and advisors (including, without limitation, investment bankers); (iii) administering the day-to-day operations of the Company and performing and supervising the performance of such other administrative functions necessary in the management of the Company as may be agreed upon by MWE Liberty as Operator and the Board, including the collection of revenues and the payment of the Company’s 's debts and obligations and maintenance of appropriate computer services to perform such administrative functions; (iv) monitoring the operating performance of the Company’s 's assets and providing periodic reports with respect thereto to the Board, including comparative information with respect to such operating and performance and budgeted or projected operating results; (v) assisting the Company to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures and compliance procedures; (vi) causing the Company to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (vii) negotiating, executing, amending and terminating the Company’s 's agreements with unaffiliated third parties, managing and administering the Company’s 's rights and obligations under all agreements with unaffiliated third parties to which the Company is a party or by which the Company is bound and monitoring compliance by the Company and by such unaffiliated third parties to such agreements with the terms and conditions thereof; (viii) taking all necessary actions to enable the Company to make required tax filings and reports; (ix) handling and resolving all claims, disputes or controversies (including, without limitation, all litigation, arbitration, settlement or other proceedings or negotiations) with unaffiliated third parties in which the Company may be involved or to which the Company may be subject arising out of the Company’s 's day-to-day operations, subject to such limitations or parameters as may be imposed from time to time by the Board; (x) purchasing, selling, leasing, operating and maintaining the Company’s 's assets; (xi) establishing and maintaining the Company’s 's bank accounts and banking arrangements, and to the extent of funds available, reinvesting Company funds as MWE Liberty as Operator may deem appropriate and consistent with MWE Liberty’s 's practices; (xii) performing such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Board shall reasonably request or MWE Liberty shall deem appropriate under the particular circumstances; and (xiii) using commercially reasonable efforts to cause the Company to comply with all applicable laws. The Operator shall operate the Company and perform the services and activities referred to in clauses (i) through (xiii) above in accordance with Prudent Industry Practices. (c) As of the date hereof, the Operator and the Company shall execute the Services Agreement with MWE Hydrocarbon, which is hereby approved by the Members. MWE Hydrocarbon shall receive the fees and reimbursement for its services as set forth in the Services Agreement. The Company and the Members hereby acknowledge and agree that the liability of Operator and MWE Hydrocarbon to the Company and the Members, and the Operator’s 's obligation to satisfy any claim for indemnification in connection with any such liability, shall be limited in the manner and to the extent set forth in the Services Agreement, and the Members hereby consent to, approve, and agree to be bound by the terms thereof with regard to such limitations of the liability of the Operator and MWE Hydrocarbon to the Company and the Members, in the same manner and to the same extent as though such provisions were set forth herein. The Operator shall serve as the Operator until the termination of the Services Agreement. Upon the termination of the Services Agreement, the Board with the Requisite Member Approval may cause the Company to designate a new operator and enter into a new services agreement. (d) MWE Liberty hereby agrees to notify NGPMR of any notice of default or other material notices received by MWE Liberty in connection with the agreements listed on Exhibit H.

Designation of Operator. (a) The Company hereby designates MWE Liberty Operating Company as the initial “"Operator” " of the Company. Subject to any required Board or Member approvals rights set forth in this Agreement, MWE Liberty Operating Company shall be responsible for, shall make all decisions regarding and shall have full power and authority to manage the day-to-day operations of the Company’s 's business, including, the development, construction and operation of the Company’s 's facilities and business development activities and the oversight of G&A Services and Personnel Services provided to the Company by MWE Hydrocarbon pursuant to the Services Agreement, which includes the day-to-day management and supervision of all Designated MWE Employees. The appointment of MWE Liberty Operating Company as the Operator shall be exclusive to MWE LibertyOperating Company, except to the extent that MWE Liberty Operating Company elects to cause such duties to be provided by third parties (and, in any case MWE Hydrocarbon and MWE Liberty Operating Company remain fully responsible for compliance with the Services Agreement). MWE Liberty Operating Company shall have the power and authority to execute contracts, and to take such other actions, and to direct the officers of the Company to do the foregoing, on behalf of the Company as may be necessary or appropriate to carry out the Company’s 's business in accordance with the Approved Budget. (b) For the avoidance of doubt, the power and authority granted to MWE Liberty Operating Company as the Operator pursuant to Section 6.11(a) shall specifically include the ability to perform (or cause to be performed) the following services and activities (subject to compliance with any Board or Member approval rights with respect to such services and activities required pursuant to this Agreement): (i) investigation, analysis and selection of acquisition and business development opportunities; (ii) with respect to prospective acquisitions or dispositions by the Company, conducting negotiations with sellers and purchasers and their respective agents, representatives and advisors (including, without limitation, investment bankers); (iii) administering the day-to-day operations of the Company and performing and supervising the performance of such other administrative functions necessary in the management of the Company as may be agreed upon by MWE Liberty Operating Company as Operator and the Board, including the collection of revenues and the payment of the Company’s 's debts and obligations and maintenance of appropriate computer services to perform such administrative functions; (iv) monitoring the operating performance of the Company’s 's assets and providing periodic reports with respect thereto to the Board, including comparative information with respect to such operating and performance and budgeted or projected operating results; (v) assisting the Company to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures and compliance procedures; (vi) causing the Company to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (vii) negotiating, executing, amending and terminating the Company’s 's agreements with unaffiliated third parties, managing and administering the Company’s 's rights and obligations under all agreements with unaffiliated third parties to which the Company is a party or by which the Company is bound and monitoring compliance by the Company and by such unaffiliated third parties to such agreements with the terms and conditions thereof; (viii) taking all necessary actions to enable the Company to make required tax filings and reports; (ix) handling and resolving all claims, disputes or controversies (including, without limitation, all litigation, arbitration, settlement or other proceedings or negotiations) with unaffiliated third parties in which the Company may be involved or to which the Company may be subject arising out of the Company’s 's day-to-day operations, subject to such limitations or parameters as may be imposed from time to time by the Board; (x) purchasing, selling, leasing, operating and maintaining the Company’s 's assets; (xi) establishing and maintaining the Company’s 's bank accounts and banking arrangements, and to the extent of funds available, reinvesting Company funds as MWE Liberty Operating Company as Operator may deem appropriate and consistent with MWE Liberty’s Operating Company's practices; (xii) performing such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Board shall reasonably request or MWE Liberty Operating Company shall deem appropriate under the particular circumstances; and (xiii) using commercially reasonable efforts to cause the Company to comply with all applicable laws. The Operator shall operate the Company and perform the services and activities referred to in clauses (i) through (xiii) above in accordance with Prudent Industry Practices. (c) As of the date hereof, the Operator and the Company shall execute the Services Agreement with MWE Hydrocarbon, which is hereby approved by the Members. MWE Hydrocarbon shall receive the fees and reimbursement for its services as set forth in the Services Agreement. The Company and the Members hereby acknowledge and agree that the liability of Operator and MWE Hydrocarbon to the Company and the Members, and the Operator’s 's obligation to satisfy any claim for indemnification in connection with any such liability, shall be limited in the manner and to the extent set forth in the Services Agreement, and the Members hereby consent to, approve, and agree to be bound by the terms thereof with regard to such limitations of the liability of the Operator and MWE Hydrocarbon to the Company and the Members, in the same manner and to the same extent as though such provisions were set forth herein. The Operator shall serve as the Operator until the termination of the Services Agreement. Upon the termination of the Services Agreement, the Board with the Requisite Member Approval may cause the Company to designate a new operator and enter into a new services agreement. (d) MWE Liberty Operating Company hereby agrees to notify NGPMR EMG of any notice of default or other material notices received by MWE Liberty Operating Company in connection with the agreements listed on Exhibit H.E.

Designation of Operator. (a) The Company hereby designates MWE Liberty Operating Company as the initial “Operator” of the Company. Subject to any required Board or Member approvals rights set forth in this Agreement, MWE Liberty the Operator shall be responsible for, shall make all decisions regarding and shall have full power and authority to manage the day-to-day operations of the Company’s business, including, the development, construction and operation of the Company’s facilities and business development activities and the oversight of G&A Services and Personnel Services provided to the Company by MWE Hydrocarbon pursuant to the Services Agreement, which includes the day-to-day management and supervision of all Designated MWE Employees. The appointment of MWE Liberty Operating Company as the Operator shall be exclusive to MWE LibertyOperating Company, except to the extent that MWE Liberty Operating Company elects to cause such duties to be provided by third parties (and, in any case MWE Hydrocarbon and MWE Liberty Operating Company remain fully responsible for compliance with the Services Agreement) and subject to MWE Operating Company’s removal pursuant to Section 4.9(c)(iii). MWE Liberty The Operator shall have the power and authority to execute contracts, and to take such other actions, and to direct the officers of the Company to do the foregoing, on behalf of the Company as may be necessary or appropriate to carry out the Company’s business in accordance with the Approved Budget. (b) For the avoidance of doubt, the power and authority granted to MWE Liberty as the Operator pursuant to Section 6.11(a) shall specifically include the ability to perform (or cause to be performed) the following services and activities (subject to compliance with any Board or Member approval rights with respect to such services and activities required pursuant to this Agreement): (i) investigation, analysis and selection of acquisition and business development opportunities; (ii) with respect to prospective acquisitions or dispositions by the Company, conducting negotiations with sellers and purchasers and their respective agents, representatives and advisors (including, without limitation, investment bankers); (iii) administering the day-to-day operations of the Company and performing and supervising the performance of such other administrative functions necessary in the management of the Company as may be agreed upon by MWE Liberty as the Operator and the Board, including the collection of revenues and the payment of the Company’s debts and obligations and maintenance of appropriate computer services to perform such administrative functions; (iv) monitoring the operating performance of the Company’s assets and providing periodic reports with respect thereto to the Board, including comparative information with respect to such operating and performance and budgeted or projected operating results; (v) assisting the Company to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures and compliance procedures; (vi) causing the Company to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (vii) negotiating, executing, amending and terminating the Company’s agreements with unaffiliated third parties, managing and administering the Company’s rights and obligations under all agreements with unaffiliated third parties to which the Company is a party or by which the Company is bound and monitoring compliance by the Company and by such unaffiliated third parties to such agreements with the terms and conditions thereof; (viii) taking all necessary actions to enable the Company to make required tax filings and reports; (ix) handling and resolving all claims, disputes or controversies (including, without limitation, all litigation, arbitration, settlement or other proceedings or negotiations) with unaffiliated third parties in which the Company may be involved or to which the Company may be subject arising out of the Company’s day-to-day operations, subject to such limitations or parameters as may be imposed from time to time by the Board; (x) purchasing, selling, leasing, operating and maintaining the Company’s assets; (xi) establishing and maintaining the Company’s bank accounts and banking arrangements, and to the extent of funds available, reinvesting Company funds as MWE Liberty as the Operator may deem appropriate and consistent with MWE Libertythe Operator’s practices; (xii) performing such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Board shall reasonably request or MWE Liberty the Operator shall deem appropriate under the particular circumstances; and; (xiii) using commercially reasonable efforts to cause the Company to comply with all applicable laws; (xiv) determining the amount of Available Cash in accordance with Section 8.1; (xv) making distributions of Available Cash (including Tax Distributions) in accordance with Section 8.1 or Section 8.4; and (xvi) preparing Capital Calls for approval by the Board. The Operator shall operate the Company and perform the services and activities referred to in clauses (i) through (xiiixv) above in accordance with Prudent Industry Practices. (c) As of the date hereof, the Operator and the Company shall execute the Services Agreement with MWE Hydrocarbon, which is hereby approved by the Members. MWE Hydrocarbon shall receive the fees and reimbursement for its services as set forth in the Services Agreement. The Company and the Members hereby acknowledge and agree that the liability of Operator and MWE Hydrocarbon to the Company and the Members, and the Operator’s obligation to satisfy any claim for indemnification in connection with any such liability, shall be limited in the manner and to the extent set forth in the Services Agreement, and the Members hereby consent to, approve, and agree to be bound by the terms thereof with regard to such limitations of the liability of the Operator and MWE Hydrocarbon to the Company and the Members, in the same manner and to the same extent as though such provisions were set forth herein. The Operator shall serve as the Operator until the termination of the Services Agreement. Upon the termination of the Services Agreement, except as otherwise provided under Section 4.9(c)(iii), the Board with the Requisite Member Approval may cause the Company to designate a new operator and Operator and, in its sole discretion, enter into a new services agreementagreement with an alternate party. (d) MWE Liberty The Operator hereby agrees to notify NGPMR EMG of any notice of default or other material notices received by MWE Liberty the Operator in connection with the agreements listed on Exhibit H.D.

Designation of Operator. (a) The Company hereby designates MWE Liberty Operating Company as the initial “Operator” of the Company. Subject to any required Board or Member approvals rights set forth in this Agreement, MWE Liberty the Operator shall be responsible for, shall make all decisions regarding and shall have full power and authority to manage the day-to-day operations of the Company’s business, including, the development, construction and operation of the Company’s facilities and business development activities and the oversight of G&A Services and Personnel Services provided to the Company by MWE Hydrocarbon pursuant to the Services Agreement, which includes the day-to-day management and supervision of all Designated MWE Employees. The appointment of MWE Liberty Operating Company as the Operator shall be exclusive to MWE LibertyOperating Company, except to the extent that MWE Liberty Operating Company elects to cause such duties to be provided by third parties (and, in any case MWE Hydrocarbon and MWE Liberty Operating Company remain fully responsible for compliance with the Services Agreement) and subject to MWE Operating Company’s removal pursuant to Section 4.9(c)(iii). MWE Liberty The Operator shall have the power and authority to execute contracts, and to take such other actions, and to direct the officers of the Company to do the foregoing, on behalf of the Company as may be necessary or appropriate to carry out the Company’s business in accordance with the Approved BudgetBudget or any permitted deviations thereto or pursuant to an Emergency Capital Call. (b) For the avoidance of doubt, the power and authority granted to MWE Liberty as the Operator pursuant to Section 6.11(a) shall specifically include the ability to perform (or cause to be performed) the following services and activities (subject to compliance with any Board or Member approval rights with respect to such services and activities required pursuant to this Agreement): (i) investigation, analysis and selection of acquisition and business development opportunities; (ii) with respect to prospective acquisitions or dispositions by the Company, conducting negotiations with sellers and purchasers and their respective agents, representatives and advisors (including, without limitation, investment bankers); (iii) administering the day-to-day operations of the Company and performing and supervising the performance of such other administrative functions necessary in the management of the Company as may be agreed upon by MWE Liberty as the Operator and the Board, including the collection of revenues and the payment of the Company’s debts and obligations and maintenance of appropriate computer services to perform such administrative functions; (iv) monitoring the operating performance of the Company’s assets and providing periodic reports with respect thereto to the Board, including comparative information with respect to such operating and performance and budgeted or projected operating results; (v) assisting the Company to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures and compliance procedures; (vi) causing the Company to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (vii) negotiating, executing, amending and terminating the Company’s agreements with unaffiliated third parties, managing and administering the Company’s rights and obligations under all agreements with unaffiliated third parties to which the Company is a party or by which the Company is bound and monitoring compliance by the Company and by such unaffiliated third parties to such agreements with the terms and conditions thereof; (viii) taking all necessary actions to enable the Company to make required tax filings and reports; (ix) handling and resolving all claims, disputes or controversies (including, without limitation, all litigation, arbitration, settlement or other proceedings or negotiations) with unaffiliated third parties in which the Company may be involved or to which the Company may be subject arising out of the Company’s day-to-day operations, subject to such limitations or parameters as may be imposed from time to time by the Board; (x) purchasing, selling, leasing, operating and maintaining the Company’s assets; (xi) establishing and maintaining the Company’s bank accounts and banking arrangements, and to the extent of funds available, reinvesting Company funds as MWE Liberty as the Operator may deem appropriate and consistent with MWE Libertythe Operator’s practices; (xii) performing such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Board shall reasonably request or MWE Liberty the Operator shall deem appropriate under the particular circumstances; and; (xiii) using commercially reasonable efforts to cause the Company to comply with all applicable laws; (xiv) determining the amount of Available Cash in accordance with Section 8.1; (xv) making distributions of Available Cash (including Tax Distributions) in accordance with Section 8.1 or Section 8.4; and (xvi) preparing Capital Calls (other than Emergency Capital Calls) for approval by the Board and preparing and issuing Emergency Capital Calls in accordance with this Agreement. The Operator shall operate the Company and perform the services and activities referred to in clauses (i) through (xiiixvi) above in accordance with Prudent Industry Practices. (c) As of the date hereof, the Operator and the Company shall execute the Services Agreement with MWE Hydrocarbon, which is hereby approved by the Members. MWE Hydrocarbon shall receive the fees and reimbursement for its services as set forth in the Services Agreement. The Company and the Members hereby acknowledge and agree that the liability of Operator and MWE Hydrocarbon to the Company and the Members, and the Operator’s obligation to satisfy any claim for indemnification in connection with any such liability, shall be limited in the manner and to the extent set forth in the Services Agreement, and the Members hereby consent to, approve, and agree to be bound by the terms thereof with regard to such limitations of the liability of the Operator and MWE Hydrocarbon to the Company and the Members, in the same manner and to the same extent as though such provisions were set forth herein. The Operator shall serve as the Operator until the termination of the Services Agreement. Upon the termination of the Services Agreement, except as otherwise provided under Section 4.9(c)(iii), the Board with the Requisite Member Approval may cause the Company to designate a new operator and Operator and, in its sole discretion, enter into a new services agreementagreement with an alternate party. (d) MWE Liberty The Operator hereby agrees to notify NGPMR EMG of any notice of default or other material notices received by MWE Liberty the Operator in connection with the agreements listed on Exhibit H.C.

Designation of Operator. (a) The Company hereby designates MWE Liberty as the initial “"Operator” " of the Company. Subject to any required Board or Member approvals rights set forth in this Agreement, MWE Liberty shall be responsible for, shall make all decisions regarding and shall have full power and authority to manage the day-to-day operations of the Company’s 's business, including, the development, construction and operation of the Company’s 's facilities and business development activities and the oversight of G&A Services and Personnel Services provided to the Company by MWE Hydrocarbon pursuant to the Services Agreement, which includes the day-to-day management and supervision of all Designated MWE Employees. The appointment of MWE Liberty as the Operator shall be exclusive to MWE Liberty, except to the extent that MWE Liberty elects to cause such duties to be provided by third parties (and, in any case MWE Hydrocarbon and MWE Liberty remain fully responsible for compliance with the Services Agreement). MWE Liberty shall have the power and authority to execute contracts, and to take such other actions, on behalf of the Company as may be necessary or appropriate to carry out the Company’s 's business in accordance with the Approved Budget. (b) For the avoidance of doubt, the power and authority granted to MWE Liberty as the Operator pursuant to Section 6.11(a) shall specifically include the ability to perform (or cause to be performed) the following services and activities (subject to compliance with any Board or Member approval rights with respect to such services and activities required pursuant to this Agreement): (i) investigation, analysis and selection of acquisition and business development opportunities; (ii) with respect to prospective acquisitions or dispositions by the Company, conducting negotiations with sellers and purchasers and their respective agents, representatives and advisors (including, without limitation, investment bankers); (iii) administering the day-to-day operations of the Company and performing and supervising the performance of such other administrative functions necessary in the management of the Company as may be agreed upon by MWE Liberty as Operator and the Board, including the collection of revenues and the payment of the Company’s 's debts and obligations and maintenance of appropriate computer services to perform such administrative functions; (iv) monitoring the operating performance of the Company’s 's assets and providing periodic reports with respect thereto to the Board, including comparative information with respect to such operating and performance and budgeted or projected operating results; (v) assisting the Company to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures and compliance procedures; (vi) causing the Company to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (vii) negotiating, executing, amending and terminating the Company’s 's agreements with unaffiliated third parties, managing and administering the Company’s 's rights and obligations under all agreements with unaffiliated third parties to which the Company is a party or by which the Company is bound and monitoring compliance by the Company and by such unaffiliated third parties to such agreements with the terms and conditions thereof; (viii) taking all necessary actions to enable the Company to make required tax filings and reports; (ix) handling and resolving all claims, disputes or controversies (including, without limitation, all litigation, arbitration, settlement or other proceedings or negotiations) with unaffiliated third parties in which the Company may be involved or to which the Company may be subject arising out of the Company’s 's day-to-day operations, subject to such limitations or parameters as may be imposed from time to time by the Board; (x) purchasing, selling, leasing, operating and maintaining the Company’s 's assets; (xi) establishing and maintaining the Company’s 's bank accounts and banking arrangements, and to the extent of funds available, reinvesting Company funds as MWE Liberty as Operator may deem appropriate and consistent with MWE Liberty’s 's practices; (xii) performing such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Board shall reasonably request or MWE Liberty shall deem appropriate under the particular circumstances; and (xiii) using commercially reasonable efforts to cause the Company to comply with all applicable laws. The Operator shall operate the Company and perform the services and activities referred to in clauses (i) through (xiii) above in accordance with Prudent Industry Practices. (c) As of the date hereof, the Operator and the Company shall execute the Services Agreement with MWE Hydrocarbon, which is hereby approved by the Members. MWE Hydrocarbon shall receive the fees and reimbursement for its services as set forth in the Services Agreement. The Company and the Members hereby acknowledge and agree that the liability of Operator and MWE Hydrocarbon to the Company and the Members, and the Operator’s 's obligation to satisfy any claim for indemnification in connection with any such liability, shall be limited in the manner and to the extent set forth in the Services Agreement, and the Members hereby consent to, approve, and agree to be bound by the terms thereof with regard to such limitations of the liability of the Operator and MWE Hydrocarbon to the Company and the Members, in the same manner and to the same extent as though such provisions were set forth herein. The Operator shall serve as the Operator until the termination of the Services Agreement. Upon the termination of the Services Agreement, the Board with the Requisite Member Approval may cause the Company to designate a new operator and enter into a new services agreement. (d) MWE Liberty hereby agrees to notify NGPMR of any notice of default or other material notices received by MWE Liberty in connection with the agreements listed on Exhibit H.