Common use of Further Assurances and Records Clause in Contracts

Further Assurances and Records. (a) After the Closing, each of the parties will execute, acknowledge and deliver to the other such further instruments, and take such other action, as may be reasonably requested in order to more effectively assure to said party all of the respective properties, rights, titles, interests, estates, and privileges intended to be assigned, delivered or inuring to the benefit of such party in consummation of the transactions contemplated hereby. (b) Buyer agrees to maintain the files and records of Seller that are acquired pursuant to this Agreement until the tenth (10th) anniversary of the Closing Date (or for such longer period of time as Seller shall advise Buyer is necessary in order to have records available with respect to open years for tax audit purposes), or, if any of such records pertain to any claim or dispute pending on the tenth (10th) anniversary of the Closing Date, Buyer shall maintain any of such records designated by Seller until such claim or dispute is finally resolved and the time for all appeals has been exhausted. Buyer shall provide Seller and its representatives reasonable access to and the right to copy such files and records for the purposes of (i) preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, (ii) complying with any law, rule or regulation affecting Seller's interest in the Assets prior to the Closing Date, (iii) preparing any audit of the books and records of any third party relating to Seller's interest in the Assets prior to the Closing Date, or responding to any audit prepared by such third parties, (iv) preparing tax returns, (v) responding to or disputing any tax audit or (vi) asserting, defending or otherwise dealing with any claim or dispute under this Agreement. In no event shall Buyer destroy any such files and records without giving Seller sixty (60) days advance written notice thereof and the opportunity, at Seller's expense, to obtain such files and records prior to their destruction. (c) Buyer agrees that, as soon as practicable after the Closing, it will remove or cause to be removed the names and marks used by Seller and all variations and derivatives thereof and logos relating thereto from the Assets and will not thereafter make any use whatsoever of such names, marks and logos. (d) To the extent not obtained or satisfied as of Closing, Seller agrees to continue to use reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, and to cooperate with Buyer's efforts to obtain for Buyer (i) access to files, records and data relating to the Assets in the possession of third parties; (ii) access to xxxxx constituting a part of the Assets operated by third parties for purposes of inspecting same; and (iii) the waiver of confidentiality or other restrictions on the review by and/or transfer to Buyer of seismic, geophysical, engineering or other data pertaining to the Subject Interests.

Further Assurances and Records. (a) After the Closing, each Each of the parties Parties will execute, acknowledge and deliver to the other such further instruments, and take such other action, as may be reasonably requested in order to more effectively assure to said party all of the respective properties, rights, titles, interests, estates, and privileges intended to be assigned, delivered or inuring to the benefit of such party in consummation of the transactions contemplated hereby. Without limiting the foregoing, in the event Exhibits “A-1” through “A-4”, inclusive, incorrectly or insufficiently describes or references or omits the description of a property or interest intended to be conveyed hereby as described in Sections 1.34 (Leases) or 1.54 (Personal Property) above, Optionor agrees to, within twenty (20) days of Optionor’s receipt of Optionee’s written request, together with supporting documentation satisfactory to Optionor, correct such Exhibit and/or execute an amended assignment or other appropriate instruments necessary to transfer the property or interest intended to be conveyed hereby to Optionee. (b) Buyer Optionee agrees to maintain the files and records of Seller Optionor that are acquired pursuant to this Agreement until for seven (7) years after the tenth (10th) anniversary of the Closing Date (or for such longer period of time as Seller shall advise Buyer is necessary in order to have records available with respect to open years for tax audit purposes), or, if any of such records pertain to any claim or dispute pending on the tenth (10th) anniversary of the Closing Date, Buyer shall maintain any of such records designated by Seller until such claim or dispute is finally resolved and the time for all appeals has been exhaustedClosing. Buyer Optionee shall provide Seller Optionor and its representatives reasonable access to and the right to copy such files and records for the purposes of (i) preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, ; (ii) complying with any law, rule or regulation affecting Seller's Optionor’s interest in the Assets prior to the Closing Date, ; (iii) preparing any audit of the books and records of any third party relating to Seller's Optionor’s interest in the Assets prior to the Closing Date, or responding to any audit prepared by such third parties, ; (iv) preparing tax returns, ; (v) responding to or disputing any tax audit audit; or (vi) asserting, defending or otherwise dealing with any claim or dispute under this Agreement. In no event shall Buyer destroy any such files and records without giving Seller sixty (60) days advance written notice thereof and Agreement or as to the opportunity, at Seller's expense, to obtain such files and records prior to their destructionAssets. (c) Buyer Optionor agrees thatthat within thirty (30) days after Closing or within thirty (30) days after operations are actually transferred of record with the Texas Railroad Commission, as soon as practicable after the Closingwhichever is later, it will remove or cause to be removed its signs and the names and marks used by Seller Optionor and all variations and derivatives thereof and logos relating thereto from the Assets and will not thereafter make any use whatsoever of such names, marks and logos. (d) To the extent not obtained or satisfied as of Closing, Seller Optionor agrees to continue to use all reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, and to cooperate with Buyer's Optionee’s efforts to obtain for Buyer Optionee (i) access to files, records and data relating to the Assets in the possession of third parties; and (ii) access to xxxxx constituting a part of the Assets operated by third parties for purposes of inspecting same; . (e) Optionee shall comply with all current and (iii) the waiver of confidentiality or other restrictions on the review by and/or transfer to Buyer of seismicsubsequently amended applicable laws, geophysicalordinances, engineering or other data pertaining rules, and regulations applicable to the Subject InterestsAssets and shall promptly obtain and maintain all permits required by governmental authorities in connection with the Assets.

Further Assurances and Records. (a) 17.5.1 After the Closing, each of the parties Parties will execute, acknowledge and deliver to the other such further instruments, and take such other action, as may be reasonably requested in order to more effectively assure to said party Party all of the respective properties, rights, titles, interests, estates, estates and privileges intended to be assigned, delivered or inuring to the benefit of such party in consummation of the transactions contemplated hereby. (b) 17.5.2 Buyer agrees to maintain the files and records of Seller that are acquired pursuant to this Agreement until the tenth for a minimum of six (10th6) anniversary years after expiration or termination of the Closing Date (last Lease to expire or for such longer period of time as Seller shall advise Buyer is necessary in order to have records available with respect to open years for tax audit purposes), or, if any of such records pertain to any claim or dispute pending on the tenth (10th) anniversary of the Closing Date, Buyer shall maintain any of such records designated by Seller until such claim or dispute is finally resolved and the time for all appeals has been exhaustedterminate. Buyer shall provide Seller and its representatives reasonable access to and the right to copy such files and records for the purposes of (i) preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, (ii) complying with any contract or agreement, law, rule or regulation affecting Seller's interest in the Assets prior to the Closing Date, (iii) preparing any audit of the books and records of any third party relating to Seller's interest in the Assets prior to the Closing Date, or responding to any audit prepared by such third parties, (iv) preparing tax returns, (v) responding to or disputing any tax audit audit, or (vi) asserting, defending or otherwise dealing with any claim Claim or dispute under this Agreement. In no event shall Buyer destroy any such recognizes that Seller is required to maintain certain files and records without giving Seller sixty (60) days advance written notice thereof and the opportunity, at Seller's expense, to obtain such files and records prior to their destruction. (c) Buyer agrees that, as soon as practicable after the Closing, it will remove or cause to be removed the names and marks used by Seller and all variations and derivatives thereof and logos relating thereto from the Assets and will not thereafter make any use whatsoever of such names, marks and logos. (d) To the extent not obtained or satisfied as of Closing, Seller agrees to continue to use reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, and to cooperate with Buyer's efforts to obtain for Buyer (i) access to files, records and data relating to the Assets pursuant to agreements with a prior owner/operator. Buyer will undertake to secure a release of Seller from such agreements or the right to substitute Buyer for Seller thereunder, in the possession of third parties; (ii) access to xxxxx constituting a part which event Seller will deliver originals of the Assets operated by third parties for purposes of inspecting same; and (iii) the waiver of confidentiality or other restrictions on the review by and/or transfer files described in Section 1.37.6 to Buyer upon Buyer's assumption of seismicSeller's obligations with respect thereto, geophysical, engineering or other data pertaining reserving Seller's right to the Subject Interestsretain copies thereof.

Further Assurances and Records. (a) After the Closing, each of the parties Parties will execute, acknowledge and deliver to the other such further instruments, and take such other action, as may be reasonably requested in order to more effectively assure to said party Party all of the respective propertiesAssets, rights, titles, interests, estates, and privileges intended to be assigned, delivered or inuring to the benefit of such party Party in consummation of the transactions contemplated hereby. (b) Buyer agrees to maintain the files and records of Seller that are acquired pursuant to this Agreement until the tenth for three (10th3) anniversary of the Closing Date (or for such longer period of time as Seller shall advise Buyer is necessary in order to have records available with respect to open years for tax audit purposes), or, if any of such records pertain to any claim or dispute pending on the tenth (10th) anniversary of the Closing Date, Buyer shall maintain any of such records designated by Seller until such claim or dispute is finally resolved and the time for all appeals has been exhaustedafter Closing. Buyer shall provide Seller and its representatives representatives, during normal business hours and with the Buyer’s prior consent, reasonable access to and the right to copy such files and records for the purposes of (i) preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, ; (ii) complying with any law, rule or regulation affecting Seller's interest in the Assets prior to the Closing Date, ; (iii) preparing any audit of the books and records of any third party relating to Seller's interest in the Assets prior to the Closing DateEffective Time, or responding to any audit prepared by such third parties, ; (iv) preparing tax returns, ; (v) responding to or disputing any tax audit audit; or (vi) asserting, defending or otherwise dealing with any claim or dispute under this Agreement. In no event shall Buyer destroy any such files and records without giving Seller . (c) The Parties agree that within sixty (60) days advance written notice thereof after Closing or within thirty (30) days after operations are actually transferred, whichever is later, they will coordinate and the opportunity, at Seller's expense, use their commercially reasonable efforts to obtain such files and records prior to their destruction. (c) Buyer agrees that, as soon as practicable after the Closing, it will remove or cause to be removed the names and marks used by Seller and all variations and derivatives thereof and logos relating thereto from the Assets and Buyer will not thereafter make any use whatsoever of such names, marks and logoslogos without Seller’s prior written consent. (d) To the extent not obtained or satisfied as of Closing, Seller agrees to continue to use reasonable all best efforts, but without any obligation to incur any material cost or expense in connection therewith, and to cooperate with Buyer's efforts to obtain for Buyer (i) access to files, records and data relating to the Assets in the possession of third parties; and (ii) access to xxxxx constituting a part of the Assets operated by third parties for purposes of inspecting same; . (e) Buyer shall comply with all current and (iii) the waiver of confidentiality or other restrictions on the review by and/or transfer to Buyer of seismicsubsequently amended applicable laws, geophysicalordinances, engineering or other data pertaining rules, and regulations applicable to the Subject InterestsAssets and shall promptly obtain and maintain all permits required by governmental authorities in connection with the Assets.

Further Assurances and Records. (a) After the Closing, Closing each of the parties Parties will execute, acknowledge and deliver to the other such further instruments, and take such other action, as may be reasonably requested in order to more effectively assure to said party all of the respective properties, rights, titles, interests, estates, and privileges intended to be assigned, delivered or inuring to the benefit of such party in consummation of the transactions contemplated hereby. Without limiting the foregoing, in the event Exhibit “A” incorrectly or insufficiently describes or references or omits the description of a property or interest intended to be conveyed hereby as described in Sections 1.12 or 1.14 above, Seller agrees to, within twenty (20) days of Seller’s receipt of Buyer’s written request, together with supporting documentation satisfactory to Seller, correct such Exhibit and/or execute an amended assignment or other appropriate instruments necessary to transfer the property or interest intended to be conveyed hereby to Buyer. (b) Buyer agrees to maintain the files and records of Seller that are acquired pursuant to this Agreement until the tenth for seven (10th7) anniversary of the Closing Date (or for such longer period of time as Seller shall advise Buyer is necessary in order to have records available with respect to open years for tax audit purposes), or, if any of such records pertain to any claim or dispute pending on the tenth (10th) anniversary of the Closing Date, Buyer shall maintain any of such records designated by Seller until such claim or dispute is finally resolved and the time for all appeals has been exhaustedafter Closing. Buyer shall provide Seller and its representatives reasonable access to and the right to copy such files and records for the purposes of (i) preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, ; (ii) complying with any law, rule or regulation affecting Seller's interest in the Assets prior to the Closing Date, ; (iii) preparing any audit of the books and records of any third party relating to Seller's interest in the Assets prior to the Closing Date, or responding to any audit prepared by such third parties, ; (iv) preparing tax returns, ; (v) responding to or disputing any tax audit audit; or (vi) asserting, defending or otherwise dealing with any claim or dispute under this Agreement. In no event shall Buyer destroy any such files and records without giving Seller sixty (60) days advance written notice thereof and Agreement or as to the opportunity, at Seller's expense, to obtain such files and records prior to their destructionAssets. (c) Buyer agrees thatthat within thirty (30) days after Closing or within thirty (30) days after operations are actually transferred, as soon as practicable after the Closingwhichever is later, it will remove or cause to be removed its signs and the names and marks used by Seller and all variations and derivatives thereof and logos relating thereto from the Assets and will not thereafter make any use whatsoever of such names, marks and logos. (d) To the extent not obtained or satisfied as of Closing, Seller agrees to continue to use all reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, and to cooperate with Buyer's efforts to obtain for Buyer (i) access to files, records and data relating to the Assets in the possession of third parties; and (ii) access to xxxxx constituting a part of the Assets operated by third parties for purposes of inspecting same; . (e) Buyer shall comply with all current and (iii) the waiver of confidentiality or other restrictions on the review by and/or transfer to Buyer of seismicsubsequently amended applicable laws, geophysicalordinances, engineering or other data pertaining rules, and regulations applicable to the Subject InterestsAssets and shall promptly obtain and maintain all permits required by governmental authorities in connection with the Assets.

Further Assurances and Records. (a) After the Closing, Closing each of the parties will execute, acknowledge and deliver to the other such further instruments, and take such other action, as may be reasonably requested in order to more effectively assure to said party all of the respective properties, rights, titles, interests, estates, and privileges intended to be assigned, delivered or inuring to the benefit of such party in consummation of the transactions contemplated hereby. (b) Buyer agrees to maintain the files and records of Seller that are acquired pursuant to this Agreement until the tenth for seven (10th7) anniversary of the Closing Date (or for such longer period of time as Seller shall advise Buyer is necessary in order to have records available with respect to open years for tax audit purposes), or, if any of such records pertain to any claim or dispute pending on the tenth (10th) anniversary of the Closing Date, Buyer shall maintain any of such records designated by Seller until such claim or dispute is finally resolved and the time for all appeals has been exhaustedafter Closing. Buyer shall provide Seller and its representatives reasonable access to and the right to copy such files and records for the purposes of (i) preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, ; (ii) complying with any law, rule or regulation affecting Seller's interest in the Assets prior to the Closing Date, ; (iii) preparing any audit of the books and records of any third party relating to Seller's interest in the Assets prior to the Closing Date, or responding to any audit prepared by such third parties, ; (iv) preparing tax returns, ; (v) responding to or disputing any tax audit audit; or (vi) asserting, defending or otherwise dealing with any claim or dispute under this Agreement. In no event shall Buyer destroy any such files and records without giving Seller sixty (60) days advance written notice thereof and the opportunity, at Seller's expense, to obtain such files and records prior to their destruction. (c) Buyer agrees thatthat within thirty (30) days after Closing or within thirty (30) days after operations are actually transferred, as soon as practicable after the Closingwhichever is later, it will remove or cause to be removed the names and marks used by Seller and all variations and derivatives thereof and logos relating thereto from the Assets and will not thereafter make any use whatsoever of such names, marks and logos. (d) To the extent not obtained or satisfied as of Closing, Seller agrees to continue to use all reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, and to cooperate with Buyer's efforts to obtain for Buyer (i) access to files, records and data relating to the Assets in the possession of third parties; and (ii) access to xxxxx constituting a part of the Assets operated by third parties for purposes of inspecting same; . (e) Buyer shall comply with all current and (iii) the waiver of confidentiality or other restrictions on the review by and/or transfer to Buyer of seismicsubsequently amended applicable laws, geophysicalordinances, engineering or other data pertaining rules, and regulations applicable to the Subject InterestsAssets and shall promptly obtain and maintain all permits required by governmental authorities in connection with the Assets.

Further Assurances and Records. (a) After the Closing, Closing each of the parties will execute, acknowledge and deliver to the other such further instruments, and take such other action, as may be reasonably requested in order to more effectively assure to said party all of the respective properties, rights, titles, interests, estates, and privileges intended to be assigned, delivered or inuring to the benefit of such party in consummation of the transactions contemplated hereby. (b) Buyer agrees to maintain the files and records of Seller that are acquired pursuant to this Agreement until the tenth for seven (10th7) anniversary of the Closing Date (or for such longer period of time as Seller shall advise Buyer is necessary in order to have records available with respect to open years for tax audit purposes), or, if any of such records pertain to any claim or dispute pending on the tenth (10th) anniversary of the Closing Date, Buyer shall maintain any of such records designated by Seller until such claim or dispute is finally resolved and the time for all appeals has been exhaustedafter Closing. Buyer shall provide Seller and its representatives reasonable access to and the right to copy such files and records for the purposes of (i) preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, ; (ii) complying with any law, rule or regulation affecting Seller's interest in the Assets prior to the Closing Date, ; (iii) preparing any audit of the books and records of any third party relating to Seller's interest in the Assets prior to the Closing Date, or responding to any audit prepared by such third parties, ; (iv) preparing tax returns, ; (v) responding to or disputing any tax audit audit; or (vi) asserting, defending or otherwise dealing with any claim or dispute under this Agreement. In no event shall Buyer destroy any such files and records without giving Seller sixty (60) days advance written notice thereof and the opportunity, at Seller's expense, to obtain such files and records prior to their destruction. (c) Buyer agrees thatthat within thirty (30) days after Closing or within thirty (30) days after operations are actually transferred, as soon as practicable after the Closingwhichever is later, it will remove or cause to be removed the names and marks used by Seller and all variations and derivatives thereof and logos relating thereto from the Assets and will not thereafter make any use whatsoever of such names, marks and logos. (d) To the extent not obtained or satisfied as of Closing, Seller agrees to continue to use all reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, and to cooperate with Buyer's efforts to obtain for Buyer (i) access to files, records and data relating to the Assets in the possession of Seller or third parties, including, but not limited to, information required by Buyer in order for Buyer to comply with requirements of the Securities and Exchange Commission, which, among other things, require Buyer to provide information regarding the Assets for up to the three (3) calendar years prior to the calendar year of the Effective Time hereof; and (ii) access to xxxxx wells constituting a part of the Assets operated by third parties for purposes xxx xurposes of inspecting same; . (e) Buyer shall comply with all current and (iii) the waiver of confidentiality or other restrictions on the review by and/or transfer to Buyer of seismicsubsequently amended applicable laws, geophysicalordinances, engineering or other data pertaining rules, and regulations applicable to the Subject InterestsAssets and shall promptly obtain and maintain all permits required by governmental authorities in connection with the Assets.

Further Assurances and Records. (a) After the Closing, Closing each of the parties will execute, acknowledge and deliver to the other such further instruments, and take such other action, as may be reasonably requested in order to more effectively assure to said party all of the respective properties, rights, titles, interests, estates, and privileges intended to be assigned, delivered or inuring to the benefit of such party in consummation of the transactions contemplated hereby. (b) Buyer agrees to maintain the files and records of Seller Sellers that are acquired pursuant to this Agreement until the tenth (10th) second anniversary of the Closing Date (or for such longer period of time as Seller Sellers shall advise Buyer is necessary in order to have records available with respect to open years for tax audit purposes), or, if any of such records pertain to any claim or dispute pending on the tenth (10th) second anniversary of the Closing Date, Buyer shall maintain any of such records designated by Seller Sellers until such claim or dispute is finally resolved and the time for all appeals has been exhausted. Buyer shall provide Seller Sellers and its their representatives reasonable access to and the right to copy such files and records for the purposes of (i) preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, (ii) complying with any law, rule or regulation affecting Seller's Sellers' interest in the Assets prior to the Closing Date, (iii) preparing any audit of the books and records of any third party relating to Seller's Sellers' interest in the Assets prior to the Closing Date, or responding to any audit prepared by for such third parties, (iv) preparing tax returns, (v) responding to or disputing any tax audit audit, or (vi) asserting, defending or otherwise dealing with any claim or dispute under this Agreement. In no event shall Buyer destroy any such files and records without giving Seller Sellers sixty (60) days advance written notice thereof and the opportunity, at Seller's Sellers' expense, to obtain such files and records prior to their destruction. (c) Buyer agrees that, as soon as practicable after the Closing, it will remove or cause to be removed the names and marks used by Seller Sellers and all variations and derivatives thereof and logos relating thereto from the Assets and will not thereafter make any use whatsoever of such names, marks and logos. (d) To the extent not obtained or satisfied as of Closing, Seller agrees Sellers agree to continue to use reasonable its best efforts, but without any obligation to incur any cost or expense in connection therewith, and to cooperate with Buyer's efforts to obtain for Buyer Buyer: (i) access to files, records and data date relating to the Assets in the possession of third parties; (ii) access to xxxxx constituting wellx xxxstituting a part of the Assets operated by third parties for purposes of for inspecting same; and (iii) the waiver of confidentiality or other restrictions on the review by and/or transfer to Buyer of seismic, geophysical, engineering or other data pertaining to the Subject Interestsinterests.

Further Assurances and Records. (a) After the Closing, Closing each of the parties will execute, acknowledge and deliver to the other such further instruments, and take such other action, as may be reasonably requested in order to more effectively assure to said party all of the respective properties, rights, titles, interests, estates, and privileges intended to be assigned, delivered or inuring to the benefit of such party in consummation of the transactions contemplated hereby. Without limiting the foregoing, in the event Exhibit A incorrectly or insufficiently describes or references or omits the description of a property or interest intended to be conveyed hereby as described in Sections 1.12 or 1.14, Seller agrees to, within a reasonable time after Seller’s receipt of Buyer’s written request, together with supporting documentation satisfactory to Seller, correct such Exhibit and/or execute an amended assignment or other appropriate instruments necessary to transfer the property or interest intended to be conveyed hereby to Buyer. (b) Buyer agrees to maintain the files and records of Seller that are acquired pursuant to this Agreement until the tenth for seven (10th7) anniversary of the Closing Date (or for such longer period of time as Seller shall advise Buyer is necessary in order to have records available with respect to open years for tax audit purposes), or, if any of such records pertain to any claim or dispute pending on the tenth (10th) anniversary of the Closing Date, Buyer shall maintain any of such records designated by Seller until such claim or dispute is finally resolved and the time for all appeals has been exhaustedafter Closing. Buyer shall provide Seller and its representatives reasonable access to and the right to copy such files and records for the purposes of (i) preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, ; (ii) complying with any law, rule or regulation affecting Seller's interest in the Assets prior to the Closing Date, ; (iii) preparing any audit of the books and records of any third party relating to Seller's interest in the Assets prior to the Closing Date, or responding to any audit prepared by such third parties, ; (iv) preparing tax returns, ; (v) responding to or disputing any tax audit audit; or (vi) asserting, defending or otherwise dealing with any claim or dispute under this Agreement. In no event shall Buyer destroy any such files and records without giving Seller sixty (60) days advance written notice thereof and the opportunity, at Seller's expense, to obtain such files and records prior to their destruction. (c) Buyer agrees thatthat within thirty (30) days after Closing or within thirty (30) days after operations are actually transferred, as soon as practicable after the Closingwhichever is later, it will remove or cause to be removed the names and marks used by Seller and all variations and derivatives thereof and logos relating thereto from the Assets and will not thereafter make any use whatsoever of such names, marks and logos. (d) To the extent not obtained or satisfied as of Closing, Seller agrees to continue to use all reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, and to cooperate with Buyer's efforts to obtain for Buyer (i) access to files, records and data relating to the Assets in the possession of third parties; and (ii) access to xxxxx constituting a part of the Assets operated by third parties for purposes of inspecting same; . (e) Buyer shall comply with all current and subsequently amended applicable laws, ordinances, rules, and regulations applicable to the Assets and shall promptly obtain and maintain all permits required by governmental authorities in connection with the Assets. (iiif) Notwithstanding anything in this Section 19.3 to the waiver contrary, Buyer shall be under no obligation to collect on behalf of confidentiality Seller any receivables or other restrictions on funds included in the review by and/or transfer to Buyer of seismic, geophysical, engineering or other data pertaining to the Subject InterestsExcluded Assets.

Further Assurances and Records. (a) After the Closing, each of the parties will execute, acknowledge and deliver to the other such further instruments, and take such other action, as may be reasonably requested in order to more effectively assure to said party all of the respective properties, rights, titles, interests, estates, and privileges intended to be assigned, delivered or inuring to the benefit of such party in consummation of the transactions contemplated hereby. (b) Buyer agrees to maintain the files and records of Seller that are acquired pursuant to this Agreement until the tenth seventh (10th7th) anniversary of the Closing Date (or for such longer period of time as Seller shall advise Buyer is necessary in order to have records available with respect to open years for tax audit purposes), or, if any of such records pertain to any claim or dispute pending on the tenth seventh (10th7th) anniversary of the Closing Date, Buyer shall maintain any of such records designated by Seller until such claim or dispute is finally resolved and the time for all appeals has been exhausted. Buyer shall provide Seller and its representatives reasonable access to and the right to copy such files and records for the purposes of (i) preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, (ii) complying with any law, rule or regulation affecting Seller's interest in the Assets prior to the Closing Date, (iii) preparing any audit of the books and records of any third party relating to Seller's interest in the Assets prior to the Closing Date, or responding to any audit prepared by such third parties, (iv) preparing tax returns, (v) responding to or disputing any tax audit or (vi) asserting, defending or otherwise dealing with any claim or dispute under this Agreement. In no event At any time after two (2) years following Closing, Buyer may give notice to Seller of Buyer's intent to destroy all or any part of such files and records, specifying in reasonable detail which files and records will be destroyed. Seller shall have thirty (30) days from receipt of such notice within which to respond that Buyer destroy any should deliver such files and records without giving to Seller sixty (60) days advance written notice thereof or that Buyer may destroy such records. If Seller fails to timely respond, Seller shall be deemed to have consented to the destruction of the files and the opportunity, at Seller's expense, records described in such notice. If Seller elects to obtain receive such files and records, Buyer shall deliver the files and records prior to their destructionSeller within fifteen (15) days of receipt of Seller's notice of such election. (c) Buyer agrees that, as soon as practicable after the Closing, it will remove or cause to be removed the names and marks used by Seller and all variations and derivatives thereof and logos relating thereto from the Assets and will not thereafter make any use whatsoever of such names, marks and logos. (d) To the extent not obtained or satisfied as of Closing, Seller agrees to continue to use reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, and to cooperate with Buyer's efforts to obtain for Buyer (i) access to files, records and data relating to the Assets in the possession of third parties; (ii) access to xxxxx constituting a part of the Assets operated by third parties for purposes of inspecting same; and (iii) the waiver of confidentiality or other restrictions on the review by and/or transfer to Buyer of seismic, geophysical, engineering or other data pertaining to the Subject Interests.and

Further Assurances and Records. (a) After the Closing, Closing each of the parties Parties will execute, acknowledge and deliver to the other such further instruments, and take such other action, as may be reasonably requested in order to more effectively assure to said party all of the respective properties, rights, titles, interests, estates, and privileges intended to be assigned, delivered or inuring to the benefit of such party in consummation of the transactions contemplated hereby. Without limiting the foregoing, in the event Exhibit "A" incorrectly or insufficiently describes or references or omits the description of a property or interest intended to be conveyed hereby as described in Sections 1.12 or 1.14 above, Seller agrees to, within twenty (20) days of Seller's receipt of Buyer's written request, together with supporting documentation satisfactory to Seller, correct such Exhibit and/or execute an amended assignment or other appropriate instruments necessary to transfer the property or interest intended to be conveyed hereby to Buyer. (b) Buyer agrees to maintain the files and records of Seller that are acquired pursuant to this Agreement until the tenth for seven (10th7) anniversary of the Closing Date (or for such longer period of time as Seller shall advise Buyer is necessary in order to have records available with respect to open years for tax audit purposes), or, if any of such records pertain to any claim or dispute pending on the tenth (10th) anniversary of the Closing Date, Buyer shall maintain any of such records designated by Seller until such claim or dispute is finally resolved and the time for all appeals has been exhaustedafter Closing. Buyer shall provide Seller and its representatives reasonable access to and the right to copy such files and records for the purposes of (i) preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, ; (ii) complying with any law, rule or regulation affecting Seller's interest in the Assets prior to the Closing Date, ; (iii) preparing any audit of the books and records of any third party relating to Seller's interest in the Assets prior to the Closing Date, or responding to any audit prepared by such third parties, ; (iv) preparing tax returns, ; (v) responding to or disputing any tax audit audit; or (vi) asserting, defending or otherwise dealing with any claim or dispute under this Agreement. In no event shall Buyer destroy any such files and records without giving Seller sixty (60) days advance written notice thereof and Agreement or as to the opportunity, at Seller's expense, to obtain such files and records prior to their destructionAssets. (c) Buyer agrees thatthat within thirty (30) days after Closing or within thirty (30) days after operations are actually transferred, as soon as practicable after the Closingwhichever is later, it will remove or cause to be removed its signs and the names and marks used by Seller and all variations and derivatives thereof and logos relating thereto from the Assets and will not thereafter make any use whatsoever of such names, marks and logos. (d) To the extent not obtained or satisfied as of Closing, Seller agrees to continue to use all reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, and to cooperate with Buyer's efforts to obtain for Buyer (i) access to files, records and data relating to the Assets in the possession of third parties; and (ii) access to xxxxx wells constituting a part of the xxx Assets operated by third parties for purposes of inspecting same; . (e) Buyer shall comply with all current and (iii) the waiver of confidentiality or other restrictions on the review by and/or transfer to Buyer of seismicsubsequently amended applicable laws, geophysicalordinances, engineering or other data pertaining rules, and regulations applicable to the Subject InterestsAssets and shall promptly obtain and maintain all permits required by governmental authorities in connection with the Assets.

Further Assurances and Records. (a) After the Closing, each of the parties Parties will execute, acknowledge and deliver to the other such further instruments, and take such other action, as may be reasonably requested in order to more effectively assure to said party Party all of the respective propertiesAssets, rights, titles, interests, estates, and privileges intended to be assigned, delivered or inuring to the benefit of such party Party in consummation of the transactions contemplated hereby. (b) Buyer Xxxxx agrees to maintain the files and records of Seller that are acquired pursuant to this Agreement until the tenth for three (10th3) anniversary of the Closing Date (or for such longer period of time as Seller shall advise Buyer is necessary in order to have records available with respect to open years for tax audit purposes), or, if any of such records pertain to any claim or dispute pending on the tenth (10th) anniversary of the Closing Date, Buyer shall maintain any of such records designated by Seller until such claim or dispute is finally resolved and the time for all appeals has been exhaustedafter Closing. Buyer shall provide Seller and its representatives representatives, during normal business hours and with the Buyer’s prior consent, reasonable access to and the right to copy such files and records for the purposes of (i) preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, ; (ii) complying with any law, rule or regulation affecting Seller's interest in the Assets prior to the Closing Date, ; (iii) preparing any audit of the books and records of any third party relating to SellerXxxxxx's interest in the Assets prior to the Closing DateEffective Time, or responding to any audit prepared by such third parties, ; (iv) preparing tax returns, ; (v) responding to or disputing any tax audit audit; or (vi) asserting, defending or otherwise dealing with any claim or dispute under this Agreement. In no event shall Buyer destroy any such files and records without giving Seller . (c) The Parties agree that within sixty (60) days advance written notice thereof after Closing or within thirty (30) days after operations are actually transferred, whichever is later, they will coordinate and the opportunity, at Seller's expense, use their commercially reasonable efforts to obtain such files and records prior to their destruction. (c) Buyer agrees that, as soon as practicable after the Closing, it will remove or cause to be removed the names and marks used by Seller and all variations and derivatives thereof and logos relating thereto from the Assets and Buyer will not thereafter make any use whatsoever of such names, marks and logoslogos without Seller’s prior written consent. (d) To the extent not obtained or satisfied as of Closing, Seller Xxxxxx agrees to continue to use reasonable all best efforts, but without any obligation to incur any material cost or expense in connection therewith, and to cooperate with BuyerXxxxx's efforts to obtain for Buyer (i) access to files, records and data relating to the Assets in the possession of third parties; and (ii) access to xxxxx constituting a part of the Assets operated by third parties for purposes of inspecting same; . (e) Buyer shall comply with all current and (iii) the waiver of confidentiality or other restrictions on the review by and/or transfer to Buyer of seismicsubsequently amended applicable laws, geophysicalordinances, engineering or other data pertaining rules, and regulations applicable to the Subject InterestsAssets and shall promptly obtain and maintain all permits required by governmental authorities in connection with the Assets.

Further Assurances and Records. (a) After the Closing, Closing each of the parties will execute, acknowledge and deliver to the other such further instruments, and take such other action, as may be reasonably requested in order to more effectively assure to said party all of the respective properties, rights, titles, interests, estates, and privileges intended to be assigned, delivered or inuring to the benefit of such party in consummation of the transactions contemplated hereby. (b) Buyer agrees to maintain the files and records of Seller that are acquired pursuant to this Agreement until the tenth for three (10th3) anniversary of the Closing Date (or for such longer period of time as Seller shall advise Buyer is necessary in order to have records available with respect to open years for tax audit purposes), or, if any of such records pertain to any claim or dispute pending on the tenth (10th) anniversary of the Closing Date, Buyer shall maintain any of such records designated by Seller until such claim or dispute is finally resolved and the time for all appeals has been exhaustedafter Closing. Buyer shall provide Seller and its representatives reasonable access to and the right to copy such files and records for the purposes of (iv) preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, ; (iivi) complying with any law, rule or regulation affecting Seller's interest in the Assets prior to the Closing Date, ; (iiivii) preparing any audit of the books and records of any third party relating to Seller's interest in the Assets prior to the Closing Date, or responding to any audit prepared by such third parties, ; (ivviii) preparing tax returns, ; (vix) responding to or disputing any tax audit audit; or (vix) asserting, defending or otherwise dealing with any claim or dispute under this Agreement. In no event shall Buyer destroy any such files and records without giving Seller sixty (60) days advance written notice thereof and the opportunity, at Seller's expense, to obtain such files and records prior to their destruction. (c) Buyer agrees thatthat within thirty (30) days after Closing or within thirty (30) days after operations are actually transferred, as soon as practicable after the Closingwhichever is later, it will remove or cause to be removed the names and marks used by Seller and all variations and derivatives thereof and logos relating thereto from the Assets and will not thereafter make any use whatsoever of such names, marks and logos. (d) To the extent not obtained or satisfied as of Closing, Seller agrees to continue to use all reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, and to cooperate with Buyer's efforts to obtain for Buyer (i) access to files, records and data relating to the Assets in the possession of third parties; (ii) access to xxxxx constituting a part of the Assets operated by third parties for purposes of inspecting same; and (iii) the waiver of confidentiality or other restrictions on the review by and/or transfer to Buyer of seismic, geophysical, engineering or other data pertaining to the Subject Interests.or

Further Assurances and Records. (a) After the Closing, each of the parties Parties will execute, acknowledge and deliver to the other such further instruments, and take such other action, as may be reasonably requested in order to more effectively assure to said party Party all of the respective properties, rights, titles, interests, estates, and privileges intended to be assigned, delivered or inuring to the benefit of such party Party in consummation of the transactions contemplated hereby. Without limiting the foregoing, in the event the Exhibits and Schedules incorrectly or insufficiently describe or reference a property or an interest intended to be conveyed hereby as described in the definitions of "Leases" or "Real Property, Personal Property and Incidental Rights," Seller agrees to, within twenty (20) days of Seller's receipt of Buyer's written request, together with supporting documentation reasonably satisfactory to Seller, correct such Exhibit and/or execute an amended assignment or other appropriate instruments necessary to transfer the property or interest intended to be conveyed hereby to Buyer. (b) In the event that title to any of the Assets is incorrectly or unintentionally held by Seller or its parent or any of its Affiliates, Seller shall cause its parent or any of its Affiliates to take such further actions and execute, acknowledge and deliver all such further documents as are reasonably requested by the other for carrying out the purposes of this Agreement and consummation of the transactions contemplated hereby. (bc) Buyer agrees to maintain the files and records of Seller that are acquired pursuant to this Agreement until the tenth for seven (10th7) anniversary of the Closing Date (or for such longer period of time as Seller shall advise Buyer is necessary in order to have records available with respect to open years for tax audit purposes), or, if any of such records pertain to any claim or dispute pending on the tenth (10th) anniversary of the Closing Date, Buyer shall maintain any of such records designated by Seller until such claim or dispute is finally resolved and the time for all appeals has been exhaustedafter Closing. Buyer shall provide Seller and its representatives reasonable access to and the right to copy such files and records for the purposes of (i) preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, ; (ii) complying with any law, rule or regulation Law affecting Seller's interest in the Assets prior to the Closing Date, ; (iii) preparing any audit of the books and records of any third party Persons relating to Seller's interest in the Assets prior to the Closing Date, or responding to any audit related to the Assets prepared by such third parties, Persons; (iv) preparing tax returns, ; (v) responding to or disputing any tax audit related to the Assets; or (vi) asserting, defending or otherwise dealing with any claim Claim or dispute under this Agreement. In no event shall Buyer destroy any such files and records without giving Seller sixty (60) days advance written notice thereof and Agreement or as to the opportunity, at Seller's expense, to obtain such files and records prior to their destruction. (c) Buyer agrees that, as soon as practicable after the Closing, it will remove or cause to be removed the names and marks used by Seller and all variations and derivatives thereof and logos relating thereto from the Assets and will not thereafter make any use whatsoever of such names, marks and logosAssets. (d) To the extent not obtained or satisfied as of Closing, Seller agrees to continue to use all reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, efforts and to cooperate with Buyer's efforts to obtain for Buyer (i) access to files, records and data relating to the Assets in the possession of third parties; and (ii) access to xxxxx constituting a part of the Assets Xxxxx operated by third parties Persons for purposes of inspecting same; provided, however that Seller shall not have any obligation under this paragraph to incur any cost or expense in connection with its actions hereunder. (e) The Assets identified in Sections 1.49(d) and 1.49(e) of the definition of "Real Property, Personal Property and Incidental Rights" shall be made available to Buyer within ten (iii10) business days after the waiver Closing Date at a location to be specified by Seller. Any reproduction, transportation, postage, or delivery costs from Seller's offices shall be at Buyer's sole cost, risk and expense (f) Buyer shall comply with all current and subsequently amended Laws applicable to the Assets and shall promptly obtain and maintain all permits required by Governmental Entities in connection with the Assets. (g) Seller shall use its all reasonable efforts to obtain the assignments described in Exhibit "K" prior to Closing. (h) Buyer and Seller hereby agree that each party shall notify the other of confidentiality its receipt, after the Closing Date, of any instrument, notification or other restrictions on document affecting the review Assets while owned by and/or transfer to Buyer of seismic, geophysical, engineering or such other data pertaining to the Subject Interestsparty.

Further Assurances and Records. (a) After the Closing, each Each of the parties Parties will execute, acknowledge and deliver to the other Party or Parties such further instruments, instruments and take such other action, action as may be reasonably requested in order to more effectively assure to said party such Party all of the respective properties, rights, titles, interests, estates, estates and privileges intended to be assigned, delivered or inuring to the benefit of such party Party in consummation of the transactions contemplated hereby. (b) Buyer agrees to maintain the files and records of Seller Sellers that are acquired pursuant to this Agreement until the tenth for seven (10th7) anniversary of the Closing Date (or for such longer period of time as Seller shall advise Buyer is necessary in order to have records available with respect to open years for tax audit purposes), or, if any of such records pertain to any claim or dispute pending on the tenth (10th) anniversary of the Closing Date, Buyer shall maintain any of such records designated by Seller until such claim or dispute is finally resolved and the time for all appeals has been exhaustedafter Closing. Buyer shall provide Seller Sellers and its their representatives reasonable access to and the right to copy such files and records for the purposes of (i) preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, (ii) complying with any law, rule or regulation affecting Seller's Sellers' interest in the relevant Assets prior to the relevant Closing Date, (iii) preparing any audit of the books and records of any third party relating to Seller's Sellers' interest in the relevant Assets prior to the relevant Closing Date, or responding to any audit prepared by such third parties, (iv) preparing tax returns, (v) responding to or disputing any tax audit or (vi) asserting, defending or otherwise dealing with any claim or dispute under this Agreement. In no event shall Buyer destroy any such files and records without giving Seller sixty (60) days advance written notice thereof and the opportunity, at Seller's expense, to obtain such files and records prior to their destruction. (c) Buyer agrees that, as soon as practicable after the each Closing, it will remove or cause to be removed the names and marks used by Seller and all variations and derivatives thereof and logos relating thereto from the relevant Assets and will not thereafter make any use whatsoever of such names, marks and logos. (d) To the extent not obtained or satisfied as of the relevant Closing, Seller agrees Sellers agree to continue to use all reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, and to cooperate with Buyer's efforts to obtain for Buyer (i) access to files, records and data relating to the relevant Assets in the possession of either Sellers or third parties; (ii. In the event Buyer shall obtain such files, records and data for the account of Sellers or in the name of Sellers, Sellers shall maintain files, records, and data pursuant to Section 16.6(b) access to xxxxx constituting a part of the Assets operated by third parties for purposes of inspecting same; and (iii) the waiver of confidentiality or other restrictions on the review by and/or transfer to Buyer of seismic, geophysical, engineering or other data pertaining to the Subject Intereststhis Agreement.

Further Assurances and Records. (a) After the Closing, each of the parties will Parties shall execute, acknowledge and deliver to the other such further instruments, and take such other action, as may be reasonably requested in order to more effectively assure to said party Party all of the respective properties, rights, titles, interests, estates, estates and privileges intended to be assigned, delivered or inuring to the benefit of such party part in consummation of the transactions contemplated hereby. (b) Buyer agrees to maintain the files and records of Seller Sellers that are acquired pursuant to this Agreement until the tenth for a minimum of six (10th6) anniversary of the Closing Date (or for such longer period of time as Seller shall advise Buyer is necessary in order to have records available with respect to open years for tax audit purposes), or, if any of such records pertain to any claim or dispute pending on the tenth (10th) anniversary of the Closing Date, Buyer shall maintain any of such records designated by Seller until such claim or dispute is finally resolved and the time for all appeals has been exhaustedafter Closing. Buyer shall provide Seller Sellers and its representatives reasonable access to and the right to copy such files and records for the purposes of (i) preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, (ii) complying with any law, rule or regulation affecting Seller's Sellers' interest in the Assets prior to the Closing Date, (iii) preparing any audit of the books and records of any third party relating to Seller's Sellers' interest in the Assets prior to the Closing Date, or responding to any audit prepared by such third parties, (iv) preparing tax returns, (v) responding to or disputing any tax audit audit, or (vi) asserting, defending or otherwise dealing with any claim or dispute under this Agreement. In no event shall Buyer destroy any such files and records without giving Seller sixty (60) days advance written notice thereof and the opportunity, at Seller's expense, to obtain such files and records prior to their destruction. (c) Buyer agrees agree that, as soon as practicable after the Closing, it will Buyer shall remove or cause to be removed the names and marks used by Seller Sellers and all variations and derivatives thereof and logos relating thereto from the Assets and will shall not thereafter make any use whatsoever of such names, marks and logos. (d) To the extent not obtained or satisfied as of Closing, Seller Sellers agrees to continue to use all reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, and to cooperate with Buyer's efforts to obtain for Buyer (i) access to files, records and data relating to the Assets in the possession of either Sellers or third parties; . (iie) access Buyer shall comply with all current and subsequently amended applicable laws, ordinances, rules, and regulations applicable to xxxxx constituting a part of the Assets operated and Buyer's ownership or operation thereof, and shall promptly obtain and maintain all permits required by third parties for purposes of inspecting same; and (iii) governmental authorities in connection with the waiver of confidentiality or other restrictions on the review by and/or transfer to Buyer of seismic, geophysical, engineering or other data pertaining to the Subject InterestsAssets.

Further Assurances and Records. (a) After the Closing, each of the parties Parties will execute, acknowledge and deliver to the other Party such further instruments, and take such other action, as may be reasonably requested in order to more effectively assure to said party Party all of the respective properties, rights, titles, interests, estates, estates and privileges intended to be assigned, delivered or inuring to the benefit of such party Party in consummation of the transactions contemplated hereby. Without limiting the foregoing, in the event the Exhibits and Schedules incorrectly or insufficiently describe or reference a property or an interest intended to be conveyed hereby as described in the definition of “Assets,” Seller agrees to, within twenty (20) days of Seller’s receipt of Buyer’s written request, together with supporting documentation satisfactory to Seller, correct such Exhibit and/or execute an amended assignment or other appropriate instruments necessary to transfer the property or interest intended to be conveyed hereby to Buyer. (b) Buyer agrees to maintain the files and records of Seller that are acquired pursuant to this Agreement until the tenth for three (10th3) anniversary of the Closing Date (or for such longer period of time as Seller shall advise Buyer is necessary in order to have records available with respect to open years for tax audit purposes), or, if any of such records pertain to any claim or dispute pending on the tenth (10th) anniversary of the Closing Date, Buyer shall maintain any of such records designated by Seller until such claim or dispute is finally resolved and the time for all appeals has been exhaustedafter Closing. Buyer shall provide Seller and its representatives reasonable access to and the right to copy such files and records for the purposes of (i) preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, ; (ii) complying with any law, rule or regulation Law affecting Seller's interest in the Assets prior to the Closing Date, ; (iii) preparing any audit of the books and records of any third party Persons relating to Seller's interest in the Assets prior to the Closing Date, or responding to any audit related to the Assets prepared by such third parties, Persons; (iv) preparing tax returns, ; (v) responding to or disputing any tax audit related to the Assets; or (vi) asserting, defending or otherwise dealing with any claim Claim or dispute under this Agreement. In no event shall Buyer destroy any such files and records without giving Seller sixty (60) days advance written notice thereof and Agreement or as to the opportunity, at Seller's expense, to obtain such files and records prior to their destructionAssets. (c) The records associated (including, originals (to the extent that Seller has in its possession), copies and electronic data files) with the Assets shall be made available to Buyer agrees that, as soon as practicable within ten (10) Business Days after the ClosingClosing Date at Seller’s offices. Any reproduction, it will remove transportation, postage or cause to delivery costs from Seller’s offices shall be removed the names at Buyer’s sole cost, risk and marks used by Seller and all variations and derivatives thereof and logos relating thereto from the Assets and will not thereafter make any use whatsoever of such names, marks and logosexpense. (d) To the extent not obtained or satisfied as of Closing, Seller agrees to continue to use reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, Buyer shall comply with all current and to cooperate with Buyer's efforts to obtain for Buyer (i) access to files, records and data relating subsequently amended Laws applicable to the Assets and shall promptly obtain and maintain all permits required by Governmental Entities in connection with the possession of third parties; (ii) access to xxxxx constituting a part of the Assets operated by third parties for purposes of inspecting same; and (iii) the waiver of confidentiality or other restrictions on the review by and/or transfer to Buyer of seismic, geophysical, engineering or other data pertaining to the Subject InterestsAssets.

Further Assurances and Records. (a) After the Closing, each of the parties Parties will execute, acknowledge and deliver to the other such further instruments, and take such other action, as may be reasonably requested in order to more effectively assure to said party Party all of the respective properties, rights, titles, interests, estates, and privileges intended to be assigned, delivered or inuring to the benefit of such party Party in consummation of the transactions contemplated hereby. Without limiting the foregoing, in the event the Exhibits and Schedules incorrectly or insufficiently describe or reference a property or an interest intended to be conveyed hereby as described in the definitions of “Leases” or “Real Property, Personal Property and Incidental Rights,” Seller agrees to, within twenty (20) days of Seller’s receipt of Buyer’s written request, together with supporting documentation reasonably satisfactory to Seller, correct such Exhibit and/or execute an amended assignment or other appropriate instruments necessary to transfer the property or interest intended to be conveyed hereby to Buyer. (b) In the event that title to any of the Assets is incorrectly or unintentionally held by Seller or its parent or any of its Affiliates, Sellershall cause its parent or any of its Affiliates to take such further actions and execute, acknowledge and deliver all such further documents as are reasonably requested by the other for carrying out the purposes of this Agreement and consummation of the transactions contemplated hereby. (bc) Buyer agrees to maintain the files and records of Seller that are acquired pursuant to this Agreement until the tenth for three (10th3) anniversary of the Closing Date (or for such longer period of time as Seller shall advise Buyer is necessary in order to have records available with respect to open years for tax audit purposes), or, if any of such records pertain to any claim or dispute pending on the tenth (10th) anniversary of the Closing Date, Buyer shall maintain any of such records designated by Seller until such claim or dispute is finally resolved and the time for all appeals has been exhaustedafter Closing. Buyer shall provide Seller and its representatives reasonable access to and the right to copy such files and records for the purposes of (i) preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, ; (ii) complying with any law, rule or regulation Law affecting Seller's interest in the Assets prior to the Closing Date, ; (iii) preparing any audit of the books and records of any third party Persons relating to Seller's interest in the Assets prior to the Closing Date, or responding to any audit related to the Assets prepared by such third parties, Persons; (iv) preparing tax returns, ; (v) responding to or disputing any tax audit related to the Assets; or (vi) asserting, defending or otherwise dealing with any claim Claim or dispute under this Agreement. In no event shall Buyer destroy any such files and records without giving Seller sixty (60) days advance written notice thereof and Agreement or as to the opportunity, at Seller's expense, to obtain such files and records prior to their destruction. (c) Buyer agrees that, as soon as practicable after the Closing, it will remove or cause to be removed the names and marks used by Seller and all variations and derivatives thereof and logos relating thereto from the Assets and will not thereafter make any use whatsoever of such names, marks and logosAssets. (d) To the extent not obtained or satisfied as of Closing, Seller agrees to continue to use all reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, efforts and to cooperate with Buyer's efforts to obtain for Buyer (i) access to files, records and data relating to the Assets in the possession of third parties; and (ii) access to xxxxx constituting a part of the Assets Xxxxx operated by third parties Persons for purposes of inspecting same; provided, however that Seller shall not have any obligation under this paragraph to incur any cost or expense in connection with its actions hereunder. (e) The Assets identified in Sections1.49(d) and 1.49(e) of the definition of “Real Property, Personal Property and Incidental Rights” shall be made available to Buyer within ten (iii10) business days after the waiver Closing Date at a location to be specified by Seller. Any reproduction, transportation, postage, or delivery costs from Seller's offices shall be at Buyer's sole cost, risk and expense Purchase and Sale Agreement- Sun River Energy, Inc. and Katy Resources ETX, LLC (f) Buyer shall comply with all current and subsequently amended Laws applicable to the Assets and shall promptly obtain and maintain all permits required by Governmental Entities in connection with the Assets. (g) Seller shall use its all reasonable efforts to obtain the assignments described in Exhibit “K” prior to Closing. (h) Buyer and Seller hereby agree that each party shall notify the other of confidentiality its receipt, after the Closing Date, of any instrument, notification or other restrictions on document affecting the review Assets while owned by and/or transfer to Buyer of seismic, geophysical, engineering or such other data pertaining to the Subject Interestsparty.

Further Assurances and Records. (a) After the Closing, each of the parties Parties will execute, acknowledge and deliver to the other such further instruments, and take such other action, as may be reasonably requested in order to more effectively assure to said party Party all of the respective properties, rights, titles, interests, estates, and privileges intended to be assigned, delivered or inuring to the benefit of such party Party in consummation of the transactions contemplated hereby. Without limiting the foregoing, in the event Exhibits “A-1” through “A-5” incorrectly or insufficiently describe or reference an interest intended to be conveyed hereby, Seller agrees to, within twenty (20) days of Seller’s receipt of Buyer’s written request, together with supporting documentation satisfactory to Seller, correct such Exhibit and/or execute an amended assignment or other appropriate instruments necessary to transfer the property or interest intended to be conveyed hereby to Buyer. (b) Buyer agrees to maintain the files and records of Seller that are acquired pursuant to this Agreement until the tenth for seven (10th7) anniversary of the Closing Date (or for such longer period of time as Seller shall advise Buyer is necessary in order to have records available with respect to open years for tax audit purposes), or, if any of such records pertain to any claim or dispute pending on the tenth (10th) anniversary of the Closing Date, Buyer shall maintain any of such records designated by Seller until such claim or dispute is finally resolved and the time for all appeals has been exhaustedafter Closing. Buyer shall provide Seller and its representatives reasonable access to and the right to copy such files and records for the purposes of (i) preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, ; (ii) complying with any law, rule or regulation affecting Seller's ’s interest in the Assets prior to the Closing Date, ; (iii) preparing any audit of the books and records of any third party relating to Seller's ’s interest in the Assets prior to the Closing Date, or responding to any audit prepared by such third parties, ; (iv) preparing tax returns, ; (v) responding to or disputing any tax audit audit; or (vi) asserting, defending or otherwise dealing with any claim or dispute under this Agreement. In no event shall Buyer destroy any such files and records without giving Seller sixty (60) days advance written notice thereof and Agreement or as to the opportunity, at Seller's expense, to obtain such files and records prior to their destructionAssets. (c) Buyer agrees thatthat within thirty (30) days after Closing or within thirty (30) days after operations are actually transferred, as soon as practicable after the Closingwhichever is later, it will remove or cause to be removed its signs and the names and marks used by Seller and all variations and derivatives thereof and logos relating thereto from the Assets and will not thereafter make any use whatsoever of such names, marks and logos. (d) To the extent not obtained or satisfied as of Closing, Seller agrees to continue to use all reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, and to cooperate with Buyer's ’s efforts to obtain for Buyer (i) access to files, records and data relating to the Assets in the possession of third parties; and (ii) access to xxxxx constituting a part of the Assets operated by third parties for purposes of inspecting same; . (e) Buyer shall comply with all current and (iii) the waiver of confidentiality or other restrictions on the review by and/or transfer to Buyer of seismicsubsequently amended applicable laws, geophysicalordinances, engineering or other data pertaining rules, and regulations applicable to the Subject InterestsAssets and shall promptly obtain and maintain all permits required by governmental authorities in connection with the Assets.

Further Assurances and Records. (a) After the Closing, each of the parties will execute, acknowledge and deliver to the other such further instruments, and take such other action, as may be reasonably requested in order to more effectively assure to said party all of the respective properties, rights, titles, interests, estates, and privileges intended to be assigned, delivered or inuring to the benefit of such party in consummation of the transactions contemplated hereby. (b) Buyer agrees to maintain the files and records of Seller that are acquired pursuant to this Agreement until the tenth seventh (10th7th) anniversary of the Closing Date (or for such longer period of time as Seller shall advise Buyer is necessary in order to have records available with respect to open years for tax audit purposes), or, if any of such records pertain to any claim or dispute pending on the tenth seventh (10th7th) anniversary of the Closing Date, Buyer shall maintain any of such records designated by Seller until such claim or dispute is finally resolved and the time for all appeals has been exhausted. Buyer shall provide Seller and its representatives reasonable access to and the right to copy such files and records for the purposes of (i) preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, (ii) complying with any law, rule or regulation affecting Seller's interest in the Assets prior to the Closing Date, (iii) preparing any audit of the books and records of any third party relating to Seller's interest in the Assets prior to the Closing Date, or responding to any audit prepared by such third parties, (iv) preparing tax returns, (v) responding to or disputing any tax audit or (vi) asserting, defending or otherwise dealing with any claim or dispute under this Agreement. In no event At any time after two (2) years following Closing, Xxxxx may give notice to Seller of Xxxxx's intent to destroy all or any part of such files and records, specifying in reasonable detail which files and records will be destroyed. Seller shall Buyer destroy any have thirty (30) days from receipt of such notice within which to respond that Xxxxx should deliver such files and records without giving to Seller sixty (60) days advance written notice thereof or that Buyer may destroy such records. If Seller fails to timely respond, Seller shall be deemed to have consented to the destruction of the files and the opportunity, at Seller's expense, records described in such notice. If Seller elects to obtain receive such files and records, Xxxxx shall deliver the files and records prior to their destructionSeller within fifteen (15) days of receipt of Seller's notice of such election. (c) Buyer Xxxxx agrees that, as soon as practicable after the Closing, it will remove or cause to be removed the names and marks used by Seller and all variations and derivatives thereof and logos relating thereto from the Assets and will not thereafter make any use whatsoever of such names, marks and logos. (d) To the extent not obtained or satisfied as of Closing, Seller Xxxxxx agrees to continue to use reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, and to cooperate with BuyerXxxxx's efforts to obtain for Buyer (i) access to files, records and data relating to the Assets in the possession of third parties; (ii) access to xxxxx constituting a part of the Assets operated by third parties for purposes of inspecting same; and (iii) the waiver of confidentiality or other restrictions on the review by and/or transfer to Buyer of seismic, geophysical, engineering or other data pertaining to the Subject Interests.and

Further Assurances and Records. (a) After the Closing, each of the parties Parties will execute, acknowledge and deliver to the other such further instruments, and take such other action, as may be reasonably requested in order to more effectively assure to said party Party all of the respective properties, rights, titles, interests, estates, and privileges intended to be assigned, delivered or inuring to the benefit of such party Party in consummation of the transactions contemplated hereby. Without limiting the foregoing, in the event the Exhibits and Schedules incorrectly or insufficiently describe or reference a property or an interest intended to be conveyed hereby as described in the definitions of “Leases”or “Real Property, Personal Property and Incidental Rights,” Seller agrees to, within twenty (20) days of Seller’s receipt of Buyer’s written request, together with supporting documentation satisfactory to Seller, correct such Exhibit and/or execute an amended assignment or other appropriate instruments necessary to transfer the property or interest intended to be conveyed hereby to Buyer. (b) In the event that title to any of the Assets is incorrectly or unintentionally held by Denbury Resources Inc., or any of its Affiliates, Denbury Resources Inc. or any of its Affiliates shall take such further actions and execute, acknowledge and deliver all such further documents as are reasonably requested by the other for carrying out the purposes of this Agreement and consummation of the transactions contemplated hereby. (bc) Buyer agrees to maintain the files and records of Seller that are acquired pursuant to this Agreement until the tenth for seven (10th7) anniversary of the Closing Date (or for such longer period of time as Seller shall advise Buyer is necessary in order to have records available with respect to open years for tax audit purposes), or, if any of such records pertain to any claim or dispute pending on the tenth (10th) anniversary of the Closing Date, Buyer shall maintain any of such records designated by Seller until such claim or dispute is finally resolved and the time for all appeals has been exhaustedafter Closing. Buyer shall provide Seller and its representatives reasonable access to and the right to copy such files and records for the purposes of (i) preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, ; (ii) complying with any law, rule or regulation Law affecting Seller's interest in the Assets prior to the Closing Date, ; (iii) preparing any audit of the books and records of any third party Persons relating to Seller's interest in the Assets prior to the Closing Date, or responding to any audit related to the Assets prepared by such third parties, Persons; (iv) preparing tax returns, ; (v) responding to or disputing any tax audit related to the Assets; or (vi) asserting, defending or otherwise dealing with any claim Claim or dispute under this Agreement. In no event shall Buyer destroy any such files and records without giving Seller sixty (60) days advance written notice thereof and Agreement or as to the opportunity, at Seller's expense, to obtain such files and records prior to their destruction. (c) Buyer agrees that, as soon as practicable after the Closing, it will remove or cause to be removed the names and marks used by Seller and all variations and derivatives thereof and logos relating thereto from the Assets and will not thereafter make any use whatsoever of such names, marks and logosAssets. (d) To the extent not obtained or satisfied as of Closing, Seller agrees to continue to use all reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, efforts and to cooperate with Buyer's ’s efforts to obtain for Buyer (i) access to files, records and data relating to the Assets in the possession of third parties; and (ii) access to xxxxx constituting a part of the Assets Xxxxx operated by third parties Persons for purposes of inspecting same; provided, however that Seller shall not have any obligation under this paragraph to incur any cost or expense in connection with its actions hereunder. (e) The Assets identified in Section 1.53(d) and (iii1.53(e) of the waiver definition of confidentiality or other restrictions on the review by and/or transfer “Real Property, Personal Property and Incidental Rights” shall be made available to Buyer of seismicwithin ten (10) business days after the Closing Date at a location to be specified by Seller. Any reproduction, geophysicaltransportation, engineering postage, or other data pertaining delivery costs from Seller’s offices shall be at Buyer’s sole cost, risk and expense (f) Buyer shall comply with all current and subsequently amended Laws applicable to the Subject InterestsAssets and shall promptly obtain and maintain all permits required by Governmental Entities in connection with the Assets. (g) Seller shall use its all reasonable efforts to obtain the assignments described in Exhibit “K” prior to Closing.

Further Assurances and Records. (a) After the Closing, each Each of the parties Parties will execute, acknowledge and deliver to the other Party or Parties such further instruments, instruments and take such other action, action as may be reasonably requested in order to more effectively assure to said party such Party all of the respective properties, rights, titles, interests, estates, estates and privileges intended to be assigned, delivered or inuring to the benefit of such party Party in consummation of the transactions contemplated hereby. (b) Buyer agrees to maintain the files and records of Seller Sellers that are acquired pursuant to this Agreement until the tenth for seven (10th7) anniversary of the Closing Date (or for such longer period of time as Seller shall advise Buyer is necessary in order to have records available with respect to open years for tax audit purposes), or, if any of such records pertain to any claim or dispute pending on the tenth (10th) anniversary of the Closing Date, Buyer shall maintain any of such records designated by Seller until such claim or dispute is finally resolved and the time for all appeals has been exhaustedafter Closing. Buyer shall provide Seller Sellers and its their representatives reasonable access to and the right to copy such files and records for the purposes of (i) preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, (ii) complying with any law, rule or regulation affecting Seller's Sellers' interest in the relevant Assets prior to the relevant Closing Date, (iii) preparing any audit of the books and records of any third party relating to Seller's Sellers' interest in the relevant Assets prior to the relevant Closing Date, or responding to any audit prepared by such third parties, (iv) preparing tax returns, (v) responding to or disputing any tax audit or (vi) asserting, defending or otherwise dealing with any claim or dispute under this Agreement. In no event shall Buyer destroy any such files and records without giving Seller sixty (60) days advance written notice thereof and the opportunity, at Seller's expense, to obtain such files and records prior to their destruction. (c) Buyer agrees that, as soon as practicable after the each Closing, it will remove or cause to be removed the names and marks used by Seller and all variations and derivatives thereof and logos relating thereto from the relevant Assets and will not thereafter make any use whatsoever of such names, marks and logos. (d) To the extent not obtained or satisfied as of the relevant Closing, Seller agrees Sellers agree to continue to use all reasonable efforts, ,but without any obligation to incur any cost or expense in connection therewith, and to cooperate with Buyer's efforts to obtain for Buyer (i) access to files, records and data relating to the relevant Assets in the possession of either Sellers or third parties; (ii. In the event Buyer shall obtain such files, records and data for the account of Sellers or in the name of Sellers, Sellers shall maintain files, records, and data pursuant to Section 16.6(b) access to xxxxx constituting a part of the Assets operated by third parties for purposes of inspecting same; and (iii) the waiver of confidentiality or other restrictions on the review by and/or transfer to Buyer of seismic, geophysical, engineering or other data pertaining to the Subject Intereststhis Agreement.

Further Assurances and Records. (a) After the Closing, Closing each of the parties will execute, acknowledge and deliver to the other such further instruments, and take such other action, as may be reasonably requested in order to more effectively assure to said party all of the respective properties, rights, titles, interests, estates, and privileges intended to be assigned, delivered or inuring to the benefit of such party in consummation of the transactions contemplated hereby. (b) Buyer agrees to maintain the files and records of Seller that are acquired pursuant to this Agreement until the tenth for seven (10th7) anniversary of the Closing Date (or for such longer period of time as Seller shall advise Buyer is necessary in order to have records available with respect to open years for tax audit purposes), or, if any of such records pertain to any claim or dispute pending on the tenth (10th) anniversary of the Closing Date, Buyer shall maintain any of such records designated by Seller until such claim or dispute is finally resolved and the time for all appeals has been exhaustedafter Closing. Buyer shall provide Seller and its representatives reasonable access to and the right to copy such files and records for the purposes of (i) preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, ; (ii) complying with any law, rule or regulation affecting Seller's interest in the Assets prior to the Closing Date, ; (iii) preparing any audit of the books and records of any third party relating to Seller's interest in the Assets prior to the Closing Date, or responding to any audit prepared by such third parties, ; (iv) preparing tax returns, ; (v) responding to or disputing any tax audit audit; or (vi) asserting, defending or otherwise dealing with any claim or dispute under this Agreement. In no event shall Buyer destroy any such files and records without giving Seller sixty (60) days advance written notice thereof and the opportunity, at Seller's expense, to obtain such files and records prior to their destruction. (c) Buyer agrees thatthat within thirty (30) days after Closing or within thirty (30) days after operations are actually transferred, as soon as practicable after the Closingwhichever is later, it will remove or cause to be removed the names and marks used by Seller and all variations and derivatives thereof and logos relating thereto from the Assets and will not thereafter make any use whatsoever of such names, marks and logos; provided, however, that the name of the "Xxxxxxx-Xxxxxxxxx" Lease shall not be changed. (d) To the extent not obtained or satisfied as of Closing, Seller agrees to continue to use all reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, and to cooperate with Buyer's efforts to obtain for Buyer (i) access to files, records and data relating to the Assets in the possession of third parties; and (ii) access to xxxxx constituting a part of the Assets operated by third parties for purposes of inspecting same; . (e) Buyer shall comply with all current and (iii) the waiver of confidentiality or other restrictions on the review by and/or transfer to Buyer of seismicsubsequently amended applicable laws, geophysicalordinances, engineering or other data pertaining rules, and regulations applicable to the Subject InterestsAssets and shall promptly obtain and maintain all permits required by governmental authorities in connection with the Assets.

Further Assurances and Records. (a) After the Closing, Closing each of the parties will execute, acknowledge and deliver to the other such further instruments, and take such other action, as may be reasonably requested in order to more effectively assure to said such party all of the respective properties, rights, titles, interests, estates, and privileges intended to be assignedassigned or delivered to, delivered or inuring to inure to the benefit of of, such party in consummation of the transactions contemplated hereby. (b) Buyer agrees to maintain the files and records of Seller the Company that are acquired pursuant to this Agreement until the tenth (10th) anniversary of the Closing Date December 31, 2005 (or for such longer period of time as Seller shall will advise Buyer is necessary in order to have records available with respect to open years for tax Tax audit purposes), or, if any of such records pertain to any claim or dispute pending on the tenth (10th) anniversary of the Closing Dateat December 31, 2005, Buyer shall will maintain any of such records designated by Seller until such claim or dispute is finally resolved and the time for all appeals has been exhausted. Buyer shall will provide Seller and its representatives reasonable access to and the right to copy such files and records for the purposes of (i) preparing and delivering any accounting provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, (ii) complying with any law, rule or regulation Law affecting Seller's interest in the Company's interest in the Assets prior to the Closing Date, (iii) preparing any audit of the books and records of any third party relating to Seller's interest in the Company's interest in the Assets prior to the Closing Date, or responding to any audit prepared by such third parties, (iv) preparing tax returnsTax Returns, (v) responding to or disputing any tax Tax audit or (vi) asserting, defending or otherwise dealing with any claim or dispute under this AgreementAgreement or with respect to the Company or the Assets. In no event shall will Buyer destroy any such files and records without giving Seller sixty (60) 60 days advance written notice thereof and the opportunity, at Seller's expense, to obtain such files and records prior to their destruction. (c) Buyer agrees that, as soon as practicable after the Closing, it will remove or cause to be removed the names and marks used by Seller and all variations and derivatives thereof and logos relating thereto from the Assets and will not thereafter make any use whatsoever of such names, marks and logos. (d) To the extent not obtained or satisfied as of Closing, Seller agrees to continue to use reasonable efforts, but without any obligation to incur any cost or expense in connection therewith, and to cooperate with Buyer's efforts to obtain for Buyer (i) access to files, records and data relating to the Assets in the possession of third parties; (ii) access to xxxxx constituting a part of the Assets operated by third parties for purposes of inspecting same; and (iii) the waiver of confidentiality or other restrictions on the review by and/or transfer to Buyer of seismic, geophysical, engineering or other data pertaining to the Subject Interests.,