Common use of Operation of the Assets After the Closing Clause in Contracts

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 reporting services, all as the Parties shall agree in such subsequent agreement. In the event Seller transfers operations to Buyer or its designee between the first and last day of a calendar month, Seller shall be paid such amount of the general and administrative overhead prorated over the number of days in which Seller conducted operations for such month.

Operation of the Assets After the Closing. (a) It is expressly understood and agreed that Seller shall not be obligated to continue operating any of the Assets following the Closing, Closing and, subject to Sellerwithout modifying Buyer’s retention of the Retained Liabilitiesrights under this Agreement, 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 DateClosing. Seller shall make its employees and contractors Personnel 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, elects to continue to operate any Assets following the Closing at the request of Buyer, Buyer or by any third party Third Party working interest owner owner, due to constraints of applicable joint operating agreement(s) and other applicable agreement(s), failure of a successor operator to take over operations, operations or for other reasonable cause, such continued operation by Seller shall be for the account of Buyer, and at the sole risk, cost, cost and expense of Buyer. Seller is hereby released and indemnified by Buyer agrees to release from all claims, losses, damages, costs, expenses, causes of action and defend, indemnify and hold Seller and its Representatives harmless from Claims, including judgments of any Claims of Buyer kind or its affiliates or successors and assigns relating in any manner directly or indirectly to the operation of the Assets after Closing character (INCLUDING THOSE CLAIMS RESULTING FROM THE SELLER’S SOLE, JOINT JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) with respect to (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES). a) such continued operations by Seller and (b) Any conduct compliance with the terms 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 any applicable joint operating agreement related 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 reporting services, all as the Parties shall agree in such subsequent agreement. In the event Seller transfers operations to Buyer or its designee between the first and last day election of a calendar month, Seller shall be paid such amount of the general and administrative overhead prorated over the number of days in which Seller conducted operations for such monthsuccessor operator.

Operation of the Assets After the Closing. (a) Following the Closing, Seller shall not be obligated to continue operating any of the Assets following the ClosingAssets, and, subject to Seller’s retention of the Retained Liabilities, and Buyer hereby assumes agrees to assume full responsibility for operating (or causing the operation of) all Assets following the Closing for which Seller is the operator prior to the Closing DateAssets. Seller shall make its employees and contractors personnel 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 's part to continue operating any Assets after the Closing, if Seller elects, at its sole option, to continue elects to operate any Assets following the Closing at the request of Buyer, Buyer or by any third party Third Party working interest owner owner, due to constraints of applicable joint operating agreement(s) and other applicable agreement(s), or failure of a successor operator to take over operations, operations or for other reasonable cause, such continued operation by Seller shall be for the account of Buyer, and at the sole risk, cost, cost and expense of Buyer. Seller, as a part of the Assumed Obligations, is hereby released and indemnified by Buyer agrees 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 release (a) such continued operations by Seller, (b) Buyer's assumption of operations, and defend, indemnify and hold Seller and its Representatives harmless from Claims, including (c) compliance with the terms of any Claims of Buyer or its affiliates or successors and assigns relating in any manner directly or indirectly applicable joint operating agreement related to the operation election of a successor operator. Buyer shall conduct or cause to be conducted all operations on the Assets after Closing (INCLUDING THOSE CLAIMS RESULTING FROM THE SOLEin a good and workmanlike manner and in compliance with all applicable laws, JOINT OR CONCURRENT NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT)rules, STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES). (b) Any conduct regulations and agreements. Notwithstanding anything to the contrary contained herein, at Closing, Seller will resign as operator of operations of any wells within 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 reporting services, all as the Parties shall agree in such subsequent agreement. In the event Seller transfers operations to Buyer or its designee between the first and last day of a calendar month, Seller shall be paid such amount of the general and administrative overhead prorated over the number of days in which Seller conducted operations for such monthcurrently operates.

Operation of the Assets After the Closing. (a) It is expressly understood and agreed that 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, Closing and 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 operatorClosing. Seller does not warrant or guarantee that Buyer will become the operator of the Assets or any portion thereofof the Assets, as such matter will be controlled by the applicable joint operating agreement(s) and other applicable agreement(s). Without implying any obligation on a Seller’s part to continue operating any Assets after the Closing, if a Seller elects, at its sole option, elects to continue to operate any Assets following the Closing at the request of Buyer, Buyer or by any third party Third Party working interest owner owner, due to constraints of applicable joint operating agreement(s) and other applicable agreement(s), failure of a successor operator to take over operations, operations or for other reasonable cause, such the continued operation by Seller shall be for the account of Buyer, and at the sole risk, cost, cost and expense of Buyer. Buyer releases and agrees to release indemnify Seller Indemnitees, as a part of the Assumed Obligations, from all claims, losses, damages, costs, expenses, causes of action and defendjudgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER INDEMNITEES’ SOLE, indemnify JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) with respect to (a) continued operations by Seller, (b) Buyer’s assumption of operations from Seller, and hold Seller and its Representatives harmless from Claims, including (c) compliance with the terms of any Claims of Buyer or its affiliates or successors and assigns relating in any manner directly or indirectly applicable joint operating agreement related to the operation election of a successor operator. Buyer shall conduct or cause to be conducted all operations on 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)in a good and workmanlike manner and in compliance with all applicable Law and agreements. (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 reporting services, all as the Parties shall agree in such subsequent agreement. In the event Seller transfers operations to Buyer or its designee between the first and last day of a calendar month, Seller shall be paid such amount of the general and administrative overhead prorated over the number of days in which Seller conducted operations for such month.

Operation of the Assets After the Closing. (a) Seller It is expressly understood and agreed that Panther shall not be obligated to continue operating any of the Assets following the Closing, and, subject to Seller’s retention of the Retained Liabilities, Closing and 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 DateClosing. Seller Panther shall make its employees and contractors personnel 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 SellerPanther’s part to continue operating any Assets after the Closing, if Seller elects, at its sole option, Panther elects 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, operations or for other reasonable cause, such continued operation by Seller Panther shall be for the account of Buyer, and at the sole risk, cost, cost and expense of Buyer. Buyer agrees to release and defendPanther, 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 as a part of the Assets after Closing 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 CLAIMS RESULTING FROM THE PANTHER’S SOLE, JOINT JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) with respect to (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT)a) such continued operations by Panther, STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES). (b) Any conduct Buyer’s assumption of operations from Panther, 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, concurrent with Closing, Panther will resign as operator of any Xxxxx within 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 reporting services, all as the Parties shall agree in such subsequent agreement. In the event Seller transfers operations to Buyer or its designee between the first and last day of a calendar month, Seller shall be paid such amount of the general and administrative overhead prorated over the number of days in which Seller conducted operations for such monthPanther currently operates.

Operation of the Assets After the Closing. (a) It is expressly understood and agreed that Seller shall not be obligated to continue operating any of the operated Assets following the Closing, and, subject to Seller’s retention of the Retained Liabilities, Closing and Buyer hereby assumes full responsibility for operating (or causing the operation of) all such 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 operatorClosing. Seller does not warrant or guarantee that Buyer will become the operator of the operated Assets or any portion thereofof the Assets, 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 's part to continue operating any operated Assets after the Closing, if Seller elects, at its sole option, elects to continue to operate any such Assets following the Closing at the request of Buyer, Buyer or by any third party Third Party working interest owner owner, due to constraints of applicable joint operating agreement(s) and other applicable agreement(s), failure of a successor operator to take over operations, operations or for other reasonable cause, such the continued operation by Seller shall be for the account of Buyer, and at the sole risk, cost, cost and expense of Buyer. Buyer releases and agrees to release and defendindemnify, indemnify defend and hold harmless Seller and its Representatives harmless from ClaimsIndemnitees, including any Claims of Buyer or its affiliates or successors and assigns relating in any manner directly or indirectly to the operation as a part of the Assets after Closing Assumed Obligations, from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE CLAIMS RESULTING FROM THE SELLER INDEMNITEES' SOLE, JOINT JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) with respect to (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT)a) continued operations by Seller, STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES). (b) Any conduct Buyer's assumption of operations from Seller, and (c) compliance with the terms of the Assets by Seller on behalf of Buyer after Closing shall be conducted pursuant to a transition services agreement or other contract any applicable joint operating agreement related 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 reporting services, all as the Parties shall agree in such subsequent agreement. In the event Seller transfers operations to Buyer or its designee between the first and last day election of a calendar month, Seller shall be paid such amount of the general and administrative overhead prorated over the number of days in which Seller conducted operations for such monthsuccessor operator.

Operation of the Assets After the Closing. (a) It is expressly understood and agreed that Seller shall not be obligated to continue operating any of the operated Assets following the Closing, and, subject to Seller’s retention of the Retained Liabilities, Closing and Buyer hereby assumes full responsibility for operating (or causing the operation of) all such 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 operatorClosing. Seller does not warrant or guarantee that Buyer will become the operator of the operated Assets or any portion thereofof the Assets, 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 's part to continue operating any operated Assets after the Closing, if Seller elects, at its sole option, elects to continue to operate any such Assets following the Closing at the request of Buyer, Buyer or by any third party Third Party working interest owner owner, due to constraints of applicable joint operating agreement(s) and other applicable agreement(s), failure of a successor operator to take over operations, operations or for other reasonable cause, such the continued operation by Seller shall be for the account of Buyer, and at the sole risk, cost, cost and expense of Buyer. Buyer Xxxxx releases and agrees to release and defendindemnify, indemnify defend and hold harmless Seller and its Representatives harmless from ClaimsIndemnitees, including any Claims of Buyer or its affiliates or successors and assigns relating in any manner directly or indirectly to the operation as a part of the Assets after Closing Assumed Obligations, from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE CLAIMS RESULTING FROM THE SELLER INDEMNITEES' SOLE, JOINT JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) with respect to (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT)a) continued operations by Seller, STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES). (b) Any conduct Buyer's assumption of operations from Seller, and (c) compliance with the terms of the Assets by Seller on behalf of Buyer after Closing shall be conducted pursuant to a transition services agreement or other contract any applicable joint operating agreement related 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 reporting services, all as the Parties shall agree in such subsequent agreement. In the event Seller transfers operations to Buyer or its designee between the first and last day election of a calendar month, Seller shall be paid such amount of the general and administrative overhead prorated over the number of days in which Seller conducted operations for such monthsuccessor operator.

Operation of the Assets After the Closing. (a) Seller It is expressly understood and agreed that Sellers shall not be obligated to continue operating any of the operated Assets following the Closing, and, subject to Seller’s retention of the Retained Liabilities, and Buyer hereby assumes full responsibility for operating (or causing the operation of) all such Assets following the Closing for which Seller is the operator prior to the Closing DateClosing. 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 Sellers do not warrant or guarantee that Buyer will become the operator of the operated Assets or any portion thereofof the Assets, 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 Sellers’ part to continue operating any operated Assets after the Closing, if Seller elects, at its sole option, Sellers elect to continue to operate any such Assets following the Closing at the request of Buyer, Buyer or by any third party Third Party working interest owner owner, due to constraints of applicable joint operating agreement(s) and other applicable agreement(s), failure of a successor operator to take over operations, operations or for other reasonable cause, such the continued operation by Seller Sellers shall be for the account of Buyer, and at the sole risk, cost, cost and expense of Buyer. Buyer releases and agrees to release and defendindemnify, indemnify defend and hold Seller and its Representatives harmless from ClaimsSellers Indemnitees, including any Claims of Buyer or its affiliates or successors and assigns relating in any manner directly or indirectly to the operation as a part of the Assets after Closing Assumed Obligations, from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE CLAIMS RESULTING FROM ANY OF THE SELLERS INDEMNITEES’ SOLE, JOINT JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) with respect to (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT)a) continued operations by Sellers, STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES). (b) Any conduct Buyer’s assumption of operations from Sellers, and (c) compliance with the terms of the Assets by Seller on behalf of Buyer after Closing shall be conducted pursuant to a transition services agreement or other contract any applicable joint operating agreement related 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 reporting services, all as the Parties shall agree in such subsequent agreement. In the event Seller transfers operations to Buyer or its designee between the first and last day election of a calendar month, Seller shall be paid such amount of the general and administrative overhead prorated over the number of days in which Seller conducted operations for such monthsuccessor operator.

Operation of the Assets After the Closing. (a) It is expressly understood and agreed that Seller shall not be obligated to continue operating any of the operated Assets following the Closing, and, subject to Seller’s retention of the Retained Liabilities, and Buyer hereby assumes full responsibility for operating (or causing the operation of) all such 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 operatorClosing. Seller does not warrant or guarantee that Buyer will become the operator of the operated Assets or any portion thereofof the Assets, 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 operated Assets after the Closing, if Seller elects, at its sole option, elects to continue to operate any such Assets following the Closing at the request of Buyer, Buyer or by any third party Third Party working interest owner owner, due to constraints of applicable joint operating agreement(s) and other applicable agreement(s), failure of a successor operator to take over operations, operations or for other reasonable cause, such the continued operation by Seller shall be for the account of Buyer, and at the sole risk, cost, cost and expense of Buyer. Buyer releases and agrees to release and defendindemnify, indemnify defend and hold harmless Seller and its Representatives harmless from ClaimsIndemnitees, including any Claims of Buyer or its affiliates or successors and assigns relating in any manner directly or indirectly to the operation as a part of the Assets after Closing Assumed Obligations, from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE CLAIMS RESULTING FROM ANY OF THE SELLER INDEMNITEES’ SOLE, JOINT JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) with respect to (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT)a) continued operations by Seller, STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES). (b) Any conduct Buyer’s assumption of operations from Seller, and (c) compliance with the terms of the Assets by Seller on behalf of Buyer after Closing shall be conducted pursuant to a transition services agreement or other contract any applicable joint operating agreement related 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 reporting services, all as the Parties shall agree in such subsequent agreement. In the event Seller transfers operations to Buyer or its designee between the first and last day election of a calendar month, Seller shall be paid such amount of the general and administrative overhead prorated over the number of days in which Seller conducted operations for such monthsuccessor operator.

Operation of the Assets After the Closing. (a) Except as provided in the Transition Services Agreement, it is expressly understood and agreed that Seller shall not be obligated to continue operating any of the operated Assets following the Closing, and, subject to Seller’s retention of the Retained Liabilities, Closing and Buyer hereby assumes full responsibility for operating (or causing the operation of) all such 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 operatorClosing. Seller does not warrant or guarantee that Buyer will become the operator of the operated Assets or any portion thereofof the Assets, as such matter will be controlled by the applicable joint operating agreement(s) and other applicable agreement(s). Without implying any obligation on a Seller’s part to continue operating any operated Assets after the Closing, if Seller elects, at its sole option, elects to continue to operate any such Assets following the Closing at the request of Buyer, Buyer or by any third party Third Party working interest owner owner, due to constraints of applicable joint operating agreement(s) and other applicable agreement(s), failure of a successor operator to take over operations, operations or for other reasonable cause, such the continued operation by Seller shall be for the account of Buyer, and at the sole risk, cost, cost and expense of Buyer. Buyer agrees to release releases and shall indemnify, defend, indemnify and hold harmless Seller and its Representatives harmless from ClaimsIndemnitees, including any Claims of Buyer or its affiliates or successors and assigns relating in any manner directly or indirectly to the operation as a part of the Assets after Closing Assumed Obligations, from all Losses (INCLUDING THOSE CLAIMS RESULTING FROM THE SELLER INDEMNITEES’ SOLE, JOINT JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE (OR STRICT LIABILITY BUT NOT SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT)) with respect to (a) continued operations by Seller, STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES). (b) Any conduct Buyer’s assumption of operations from Seller, and (c) compliance with the terms of any applicable joint operating agreement related to the Assets by election of a successor operator. Seller on behalf and Buyer shall each during their respective period of Buyer after Closing shall operatorship conduct or cause to 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 all operations 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 reporting services, all as the Parties shall agree in such subsequent agreement. In the event Seller transfers operations to Buyer or its designee between the first and last day of a calendar month, Seller shall be paid such amount of the general and administrative overhead prorated over the number of days in which Seller conducted operations for such month.the

Operation of the Assets After the Closing. (a) Seller Except as provided in the Transition Services Agreement, it is expressly understood and agreed that the Sellers shall not be obligated to continue operating any of the operated Assets following the Closing, and, subject to Seller’s retention of the Retained Liabilities, Closing and Buyer hereby assumes full responsibility for operating (or causing the operation of) all such Assets following the Closing for which Seller is the operator prior to the Closing DateClosing. 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 The Sellers do not warrant or guarantee that Buyer will become the operator of the operated Assets or any portion thereofof the Assets, 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 the Sellers’ part to continue operating any operated Assets after the Closing, if Seller elects, at its sole option, the Sellers elect to continue to operate any such Assets following the Closing at the request of Buyer, Buyer or by any third party Third Party working interest owner owner, due to constraints of applicable joint operating agreement(s) and other applicable agreement(s), failure of a successor operator to take over operations, operations or for other reasonable cause, such the continued operation by Seller the Sellers shall be for the account of Buyer, and at the sole risk, cost, cost and expense of Buyer. Buyer agrees to release releases and shall indemnify, defend, indemnify and hold Seller harmless Sellers’ Indemnitees, as a part of the Assumed Obligations, from all Losses (REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF SELLERS’ INDEMNITEES) with respect to (a) continued operations by the Sellers, (b) Buyer’s assumption of operations from the Sellers, and its Representatives harmless from Claims, including (c) compliance with the terms of any Claims of Buyer or its affiliates or successors and assigns relating in any manner directly or indirectly applicable joint operating agreement related to the operation election of a successor operator. Buyer shall conduct or cause to be conducted all operations on 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)in a good and workmanlike manner and in compliance with all applicable Law and agreements. (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 reporting services, all as the Parties shall agree in such subsequent agreement. In the event Seller transfers operations to Buyer or its designee between the first and last day of a calendar month, Seller shall be paid such amount of the general and administrative overhead prorated over the number of days in which Seller conducted operations for such month.

Operation of the Assets After the Closing. (a) It is expressly understood and agreed that Seller shall not be obligated to continue operating any of the operated Assets following the Closing, and, subject to Seller’s retention of the Retained Liabilities, Closing and Buyer hereby assumes full responsibility for operating (or causing the operation of) all such 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 operatorClosing. Seller does not warrant or guarantee that Buyer will become the operator of the operated Assets or any portion thereofof the Assets, 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 operated Assets after the Closing, if Seller elects, at its sole option, elects to continue to operate any such Assets following the Closing at the request of Buyer, Buyer or by any third party Third Party working interest owner owner, due to constraints of applicable joint operating agreement(s) and other applicable agreement(s), failure of a successor operator to take over operations, operations or for other reasonable cause, such the continued operation by Seller shall be for the account of Buyer, and at the sole risk, cost, cost and expense of Buyer. Buyer releases and agrees to release and defendindemnify, indemnify defend and hold harmless Seller and its Representatives harmless from ClaimsIndemnitees, including any Claims of Buyer or its affiliates or successors and assigns relating in any manner directly or indirectly to the operation as a part of the Assets after Closing Assumed Obligations, from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE CLAIMS RESULTING FROM THE A SELLER INDEMNITEE’S SOLE, JOINT JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) with respect to (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT)a) continued operations by Seller, STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES). (b) Any conduct Buyer’s assumption of operations from Seller, and (c) compliance with the terms of the Assets by Seller on behalf of Buyer after Closing shall be conducted pursuant to a transition services agreement or other contract any applicable joint operating agreement related 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 reporting services, all as the Parties shall agree in such subsequent agreement. In the event Seller transfers operations to Buyer or its designee between the first and last day election of a calendar month, Seller shall be paid such amount of the general and administrative overhead prorated over the number of days in which Seller conducted operations for such monthsuccessor operator.

Operation of the Assets After the Closing. (a) It is expressly understood and agreed that Seller shall not be obligated to continue operating any of the operated Assets following the Closing, and, subject to Seller’s retention of the Retained Liabilities, Closing and Buyer hereby assumes full responsibility for operating (or causing the operation of) all such 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 operatorClosing. Seller does not warrant or guarantee that Buyer will become the operator of the operated Assets or any portion thereofof the Assets, as such matter will be controlled by the applicable joint operating agreement(s) and other applicable agreement(s). Without implying any obligation on a Seller’s part to continue operating any operated Assets after the Closing, if a Seller elects, at its sole option, elects to continue to operate any such Assets following the Closing at the request of Buyer, Buyer or by any third party Third Party working interest owner owner, due to constraints of applicable joint operating agreement(s) and other applicable agreement(s), failure of a successor operator to take over operations, operations or for other reasonable cause, such the continued operation by Seller shall be for the account of Buyer, and at the sole risk, cost, cost and expense of Buyer. Buyer releases and agrees to release indemnify Seller Indemnitees, as a part of the Assumed Obligations, from all claims, losses, damages, costs, expenses, causes of action and defendjudgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER INDEMNITEES’ SOLE, indemnify JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) with respect to (a) continued operations by Seller, (b) Buyer’s assumption of operations from Seller, and hold Seller and its Representatives harmless from Claims, including (c) compliance with the terms of any Claims of Buyer or its affiliates or successors and assigns relating in any manner directly or indirectly applicable joint operating agreement related to the operation election of a successor operator. Buyer shall conduct or cause to be conducted all operations on 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)in a good and workmanlike manner and in compliance with all applicable Law and agreements. (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 reporting services, all as the Parties shall agree in such subsequent agreement. In the event Seller transfers operations to Buyer or its designee between the first and last day of a calendar month, Seller shall be paid such amount of the general and administrative overhead prorated over the number of days in which Seller conducted operations for such month.

Operation of the Assets After the Closing. (a) It is expressly understood and agreed that Seller shall not be obligated to continue operating operate any of the Assets following the Closing, and, subject to Seller’s retention of the Retained Liabilities, Closing and 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)Closing. Without implying any obligation on Seller’s part to continue operating any Assets after the Closing, if Seller elects, at its sole option, elects to continue to operate any Assets following the Closing at the request of Buyer, Buyer or by any third party Third Party working interest owner owner, due to constraints of applicable joint operating agreement(s) and other applicable agreement(s), failure of a successor operator to take over operations, operations or for other reasonable cause, such continued operation by Seller shall be for the account of Buyer, and at the sole risk, cost, cost and expense of Buyer. Seller, as a part of the Assumed Obligations, is hereby released and indemnified by Buyer agrees 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 release (a) such continued operations by Seller, (b) Buyer’s assumption of operations from Seller, and defend, indemnify and hold Seller and its Representatives harmless from Claims, including (c) compliance with the terms of any Claims of Buyer or its affiliates or successors and assigns relating in any manner directly or indirectly applicable joint operating agreement related to the operation election of a successor operator. Buyer shall conduct or cause to be conducted all operations on the Assets after Closing (INCLUDING THOSE CLAIMS RESULTING FROM THE SOLEin a good and workmanlike manner and in compliance with all applicable laws, JOINT OR CONCURRENT NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT)rules, STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER OR ANY OF SELLER’S REPRESENTATIVES)regulations and agreements. (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 reporting services, all as the Parties shall agree in such subsequent agreement. In the event Seller transfers operations to Buyer or its designee between the first and last day of a calendar month, Seller shall be paid such amount of the general and administrative overhead prorated over the number of days in which Seller conducted operations for such month.

Operation of the Assets After the Closing. (a) It is expressly understood and agreed that 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, Closing and 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 DateClosing. Seller shall make its employees and contractors personnel 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, elects to continue to operate any Assets following the Closing at the request of Buyer, Buyer or by any third party Third Party working interest owner owner, due to constraints of applicable joint operating agreement(s) and other applicable agreement(s), failure of a successor operator to take over operations, operations or for other reasonable cause, such continued operation by Seller shall be for the account of Buyer, and at the sole risk, cost, cost and expense of Buyer. Buyer agrees shall conduct or cause 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 be conducted all operations on the Assets after Closing in a good and workmanlike manner and in compliance with all applicable laws, rules, regulations and agreements. Notwithstanding anything to the contrary contained herein, within five (INCLUDING THOSE CLAIMS RESULTING FROM THE SOLE5) Business Days after Closing, 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 Seller will transfer and assign to Buyer operating rights of the Assets by Seller on behalf under any applicable operating agreement, vote in favor of Buyer after Closing shall be conducted pursuant to a transition services agreement or other contract as operator of the Assets under any applicable operating agreement to be separately negotiated by agreement, and between Buyer and Seller, which agreement shall provide for reimbursement to Seller for otherwise resign as operator of any monies expended on Buyer’s behalf and shall further compensate Seller for all general and administrative overhead incurred by Seller in connection with xxxxx within the conduct of operations undertaken pursuant to such agreement. This agreement shall provide the services Assets that Seller shall provide and such may be of an operational nature or may be limited to accounting, distribution, and/or reporting services, all as the Parties shall agree in such subsequent agreement. In the event Seller transfers operations to Buyer or its designee between the first and last day of a calendar month, Seller shall be paid such amount of the general and administrative overhead prorated over the number of days in which Seller conducted operations for such monthcurrently operates.

Operation of the Assets After the Closing. (a) It is expressly understood and agreed that 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, Closing and 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 DateClosing. Seller shall make its employees and contractors personnel 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)however, Seller shall use its reasonable efforts to assist Buyer in becoming successor operator of the Subject Interests. Without implying any obligation on Seller’s part to continue operating any Assets after the Closing, if Seller elects, at its sole option, elects to continue to operate any Assets following the Closing at the request of Buyer, Buyer or by any third party Third Party working interest owner owner, due to constraints of applicable joint operating agreement(s) and other applicable agreement(s), failure of a successor operator to take over operations, operations or for other reasonable cause, such continued operation by Seller shall be for the account of Buyer, and at the sole risk, cost, cost and expense of Buyer. Seller, as a part of the Assumed Obligations, is hereby released and indemnified by Buyer agrees to release from all claims, losses, damages, costs, expenses, causes of action and defend, indemnify and hold Seller and its Representatives harmless from Claims, including judgments of any Claims of Buyer kind or its affiliates or successors and assigns relating in any manner directly or indirectly character related to the operation election of a successor operator. Buyer shall conduct or cause to be conducted all operations on the Assets after Closing in a good and workmanlike manner and in compliance with all applicable laws, rules, regulations and agreements. Buyer acknowledges that [***] and [***] (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). (bthe “Employees”) 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 are currently employed in connection with the conduct Assets and that after Closing Buyer agrees that it shall offer employment to the Employees as independent contractors on substantially the same salary as such Employees are presently employed for a period 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 reporting services, all as the Parties shall agree in such subsequent agreement. In the event Seller transfers operations to Buyer or its designee between the first and last day of a calendar month, Seller shall be paid such amount of the general and administrative overhead prorated over the number of time not less than sixty (60) days in which Seller conducted operations for such monthfollowing Closing.