Operation of the Assets After the Closing. (a) Seller shall not be obligated to continue operating any of the Assets following the Closing, and, subject to Seller’s retention of the Retained Liabilities, Buyer hereby assumes full responsibility for operating (or causing the operation of) all Assets following the Closing for which Seller is the operator prior to the Closing Date. Seller shall make its employees and contractors available to Buyer prior to the Closing as may be reasonably necessary to assist in the transition if Buyer becomes the operator. Seller does 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) and other applicable agreement(s). Without implying any obligation on Seller’s part to continue operating any Assets after the Closing, if Seller elects, at its sole option, to continue to operate any Assets following the Closing at the request of Buyer, or by any third party working interest owner due to constraints of applicable joint operating agreement(s) and other applicable agreement(s), failure of a successor operator to take over operations, or for 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. Buyer agrees to release and defend, indemnify and hold Seller and its Representatives harmless from Claims, including any Claims of Buyer or its affiliates or successors and assigns relating in any manner directly or indirectly to the operation of the Assets after Closing (INCLUDING THOSE CLAIMS RESULTING FROM THE SOLE, JOINT OR CONCURRENT NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES).
(b) Any conduct of operations of the Assets by Seller on behalf of Buyer after Closing shall be conducted pursuant to a transition services agreement or other contract operating agreement to be separately negotiated by and between Buyer and Seller, which agreement shall provide for reimbursement to Seller for any monies expended on Buyer’s behalf and shall further compensate Seller for all general and administrative overhead incurred by Seller in connection with the conduct of operations undertaken pursuant to such agreement. This agreement shall provide the services that Seller shall provide and such may be of an operational nature or may be limited to accounting, distribution, and/or rep...
Operation of the Assets After the Closing. (a) Seller shall not be obligated to continue operating any of the Assets following the Closing, and, subject to Seller’s retention of the Retained Liabilities, Buyer hereby assumes full responsibility for operating (or causing the operation of) all Assets following the Closing for which Seller is the operator prior to the Closing Date. Seller shall make its employees and contractors available to Buyer prior to the Closing as may be reasonably necessary to assist in the transition if Buyer becomes the operator. Seller does 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) and other applicable agreement(s). Without implying any obligation on Seller’s part to continue operating any Assets after the Closing, if Seller elects, at its sole option, to continue to operate any Assets following the Closing at the request of Buyer, or by any third party working interest owner due to constraints of applicable joint operating agreement(s) and other applicable agreement(s), failure of a successor operator to take over operations, or for 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. Xxxxx agrees to release and defend, indemnify and hold Seller and its Representatives harmless from Claims, including any Claims of Buyer or its affiliates or successors and assigns relating in any manner directly or indirectly to the operation of the Assets after Closing (INCLUDING THOSE CLAIMS RESULTING FROM THE SOLE, JOINT OR CONCURRENT NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES).
(b) Any conduct of operations of the Assets by Seller on behalf of Buyer after Closing shall be conducted pursuant to a transition services agreement or other contract operating agreement to be separately negotiated by and between Buyer and Seller, which agreement shall provide for reimbursement to Seller for any monies expended on Xxxxx’s behalf and shall further compensate Seller for all general and administrative overhead incurred by Seller in connection with the conduct of operations undertaken pursuant to such agreement. This agreement shall provide the services that Seller shall provide and such may be of an operational nature or may be limited to accounting, distribution, and/or rep...
Operation of the Assets After the Closing. On and after the Closing, Seller (or Seller’s affiliate) will operate the Assets on behalf of the Buyer pursuant to the Transition Services Agreement.
Operation of the Assets After the Closing. On the Closing Date Seller will tender operation of the Assets to Buyer’s general partner, Hilcorp Energy Company.
Operation of the Assets After the Closing. With respect to all Assets operated by Seller or an affiliate of Seller, on the Closing Date Seller will tender operations of such Assets to Buyer. It is expressly understood and agreed that Seller shall not be obligated to continue operating any of such Assets following the Closing and Buyer hereby assumes full responsibility for operating (or causing the operation of) all such Assets following the Closing. Seller shall make its personnel available to Buyer prior to the Closing as may be reasonably necessary to assist in the transition to Buyer as the operator.
Operation of the Assets After the Closing. If requested by Buyer prior to Closing, Seller shall continue to operate the Assets (for which it was the operator) and perform marketing services pursuant to an agreement substantially in the form of the transition services agreement attached as Exhibit F (the “Transition Services Agreement”). Seller shall make its employees and contractors available to Buyer prior to the Closing as may be reasonably necessary to assist in the transition if Buyer becomes the operator. Seller does 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) and other applicable agreement(s); provided, however, Seller shall use reasonable efforts to assist Buyer in becoming successor operator. As used in this Section 7.03, the phrase “operate” shall mean both the physical operations on the Assets for which Seller was the operator, and the accounting (including the payment of royalties, Taxes and expenses and joint interest xxxxxxxx), reporting and marketing functions Seller performed with regard to the Assets prior to Closing, all of which are more fully described in the Transition Services Agreement.
Operation of the Assets After the Closing. If Buyer has not commenced drilling activities on or before December 31, 2013 on the Lands described on Schedule 2.1(b), Buyer will use commercially reasonable efforts to renew or extend any of the Leases described on Schedule 2.1(b), at Buyer's sole cost and expense, at least 30 days prior to the expiration date of such Lease as such expiration date exists on the Closing Date.
Operation of the Assets After the Closing. It is expressly understood and agreed that Seller shall not be obligated to continue operating any of the Assets following the Closing and, if Closing occurs, Buyer shall assume full responsibility for operating (or causing the operation of) all Assets following the Closing. Seller shall make its personnel available to Buyer prior to the Closing as may be reasonably necessary to assist in the transition if Buyer becomes the operator.
Operation of the Assets After the Closing. It is expressly understood and agreed that Seller shall not be obligated to continue operating any of the operated Assets following the Closing and Buyer assumes full responsibility for operating (or causing the operation of) all such Assets following the Closing. Seller does not warrant or guarantee that Buyer will become the operator of the operated Assets or any portion of the Assets, as such matter will be controlled by the applicable joint operating agreement(s). Without implying any obligation on a Seller’s part to continue operating any operated Assets after the Closing, if a Seller elects to continue to operate any such 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, the continued operation by Seller shall be for the account of Buyer, at the sole risk, cost and expense of Buyer.
Operation of the Assets After the Closing. It is expressly understood and agreed that neither Seller nor its Affiliates shall be obligated to operate any of the Assets following the Closing. Purchaser expressly acknowledges that neither Seller nor any Affiliate of Seller has the ability to insist upon or the right to control or direct that any Third Party designate Purchaser as operator of any of the Assets.
