Operation of the Assets After Closing. It is expressly understood and agreed that neither Seller nor any of its Affiliates shall be obligated to continue operating any of the Assets upon and after the Closing and Buyer hereby assumes full responsibility for operating (or causing the operation of) all Assets upon and after the Closing. Seller agrees to reasonably cooperate (without any obligation to expend money) with Buyer following Closing to assist Buyer in its efforts to be named successor operator with respect to the Assets.
Operation of the Assets After Closing. It is expressly understood and agreed that none of Sellers or any of their respective Affiliates shall be obligated to continue operating any of the Assets after the Closing, and Buyer hereby assumes full responsibility for operating (or causing the operation of) all Assets following the Closing and promptly filing with Governmental Authorities all documents required in connection therewith, including those documents delivered pursuant to Section 9.03(d). Sellers do not warrant or guarantee that Buyer will become the operator under any applicable joint operating agreements; however, each Seller will reasonably assist Buyer in its efforts to succeed Operator as operator of any Xxxxx; provided that no Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of Buyer except as specifically provided in this Agreement.
Operation of the Assets After Closing. It is expressly understood and agreed that neither Seller nor any of its Affiliates shall be obligated to continue operating any of the Assets following the Closing, and Xxxxx assumes full responsibility for operating (or causing the operation of) all Assets following the Closing. Seller does not warrant or guarantee that Buyer will become the operator under any applicable joint operating agreements. Without implying any obligation on Seller’s part to continue operating any Assets after the Closing, if Seller or any of its Affiliates continues to operate any Assets following the Closing at the request of Buyer or any Third Party working interest owner, due to constraints of applicable joint operating agreements, failure of a successor operator to take over operations or other reasonable cause, such continued operation by such Person shall be for the account of Buyer and at the sole risk, cost and expense of Buyer (including such Person’s overhead) and Xxxxx releases and indemnifies Seller and its Affiliates from any Liabilities in connection with such operations, except to the extent caused by the gross negligence or willful misconduct of Seller or any of its Affiliates.
Operation of the Assets After Closing. It is expressly understood and agreed that neither Seller nor any of its Affiliates shall be obligated to continue operating any of the Assets under the Transition Services Agreement after the term of the Transition Services Agreement and Buyer hereby assumes full responsibility for operating (or causing the operation of) all Assets following the termination of the Transition Services Agreement. Seller does not warrant or guarantee that Buyer will become the operator under any applicable joint operating agreements; however, Seller will reasonably assist Linn Operating, Inc. in its efforts to succeed Xxxxx as operator of any Xxxxx; provided that Seller shall not be required to provide consideration, incur any expense or undertake obligations to or for the benefit of Buyer or Linn Operating, Inc. except as specifically provided in this Agreement or the Transition Services Agreement.
Operation of the Assets After Closing. Except as otherwise provided in the Transition Services Agreement attached hereto as Exhibit G (the “Transition Services Agreement”), Seller shall not be obligated to continue operating any of the Assets following the Closing and Buyer hereby assumes full responsibility for operating (or causing the operation of) all Assets following the Closing. Prior to the Closing, Seller shall make its personnel available to Buyer as may be reasonably necessary to assist in the transition if Buyer becomes the operator. To the extent Seller continues to operate any Assets following the Closing pursuant to the Transition Services Agreement, such continued operation by Seller shall be for the account of Buyer, at the sole risk, cost and expense of Buyer, excepting only matters resulting from the gross negligence or willful misconduct of Seller. Seller, as a part of the Assumed Obligations, is hereby released and indemnified by Buyer from all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (including those resulting from Seller’s sole, joint, COMPARATIVE or concurrent negligence or strict liability) with respect to
(a) such continued operations by Seller, (b) Buyer’s subsequent assumption of operations from Seller after such continued operations by Seller, and (c) compliance with the terms of any applicable joint operating agreement related to the election of a successor operator. Notwithstanding anything to the contrary contained herein, within five (5) calendar days after Closing, Seller will, to the extent permitted or allowed by applicable law, resign as operator of any xxxxx within the Assets that Seller currently operates. Effective as of the Closing Date, Buyer shall cause the following insurance to be carried and maintained with respect to the Assets: (i) general liability insurance with combined single limits per occurrence of not less than $2,000,000.00 for bodily injury and property damage, including $5,000,0000 of coverage for property damage by blowout and cratering, completed operations, and contractual liability as respects any contract into which Buyer may enter under the terms of this Agreement; and (ii) an umbrella liability insurance policy with limits of not less than $5,000,000.
Operation of the Assets After Closing. At Closing, operation of those Assets Seller now operates shall be turned over to and become the responsibility of Buyer, unless
Operation of the Assets After Closing. It is expressly understood and agreed that Seller shall not be obligated to continue operating any of the Assets following the Closing and Buyer hereby assumes full responsibility for operating (or causing the operation of) all Assets following the Closing. Seller does not warrant or guarantee that Buyer will become the operator under any applicable joint operating agreement(s). Without implying any obligation on Seller’s part to continue operating any Assets after the Closing, if Seller continues to operate any Assets following the Closing at the request of Buyer or any third party working interest owner, due to constraints of applicable joint operating agreement(s), failure of a successor operator to take over operations or other reasonable cause, such continued operation by Seller shall be for the account of Buyer and at the sole risk, cost and expense of Buyer (including Seller’s overhead).
Operation of the Assets After Closing. It is expressly understood and agreed that IPP shall not be obligated to continue operating any of the Assets following the Closing and Buyer hereby assumes full responsibility for operating (or causing the operation of) all Assets following the Closing. Sellers shall use reasonable efforts to assist Buyer in becoming IPP's successor as operator under those operating agreements under which IPP is operator as of the Closing; provided, however, that Sellers shall not be obligated to incur any expense or liability in connection therewith and Buyer shall and hereby does indemnify Sellers from all costs and expenses in connection therewith. Sellers do not warrant or guarantee that Buyer will become the operator of the Assets or any portion thereof, as such matter will be controlled by the applicable joint operating agreement(s). In order to assist Buyer in its ownership and operation of the Assets during the 60-day period following the Closing, IPP, Pure Partners, L.P. and Buyer will enter into the Transition Services Agreement in substantially the form attached hereto as Exhibit K.
Operation of the Assets After Closing. Except as otherwise provided in the Transition Services Agreement attached hereto as Exhibit G (the “Transition Services Agreement”), Seller shall not be obligated to continue operating any of the Assets following the Closing and Buyer hereby assumes full responsibility for operating (or causing the operation of) all Assets following the Closing. Prior to the Closing, Seller shall make its personnel available to Buyer as may be reasonably necessary to assist in the transition if Buyer becomes the
Operation of the Assets After Closing. It is expressly understood and agreed that Seller shall not be obligated to continue operating any of the Assets following the Closing (except to the extent Seller is so obligated under applicable joint operating agreements) and Buyer hereby assumes full responsibility for operating (or causing the operation of) all Assets following the Closing. Seller does not warrant or guarantee that Buyer will become the operator under any applicable joint operating agreement(s). Without implying any obligation on Seller's part to continue operating any Assets after the Closing, if Seller continues to operate any Assets (other than the Riceville Properties, for which Seller currently intends to continue as operator) following the Closing at the request of Buyer or any third party working interest owner, due to constraints of applicable joint operating agreement(s), failure of a successor operator to take over operations or other reasonable cause, such continued operation by Seller shall be for the account of Buyer and at the sole risk, cost and expense of Buyer.
