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. 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 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 shall not be obligated to continue operating any of the Assets following the Closing, and, subject to Seller’s '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 '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, cost and expense of Buyer. Xxxxx 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 'S REPRESENTATIVES). (b) Any In consideration of any conduct of operations of the Assets by Seller on behalf of Buyer after Closing Closing, Buyer shall be conducted pursuant pay Seller a fee equal to a transition services agreement or Two Hundred Dollars ($200.00) per month per Well, including all other contract operating agreement to be separately negotiated wells, such as, by way of example and between Buyer not limitation, salt xxter disposal wells, wells that are temporarily abandoned and Sellerwells that arx xxherwise inactive, which agreement shall provide for as reimbursement to Seller for any monies expended on Xxxxx’s behalf and shall further compensate Seller for all general and administrative overhead ("Overhead Fee") incurred by Seller in connection with the conduct of operations undertaken pursuant to such agreement. This agreement shall provide of 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 agreementAssets. 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 Overhead Fee prorated over the number of days in which Seller conducted operations for such month. The amount of the Overhead Fee owing to Seller by Buyer shall be paid upon the Final Settlement Date.

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, cost and expense of Buyer. Xxxxx 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 In consideration of any conduct of operations of the Assets by Seller on behalf of Buyer after Closing Closing, Buyer shall be conducted pursuant pay Seller a fee equal to a transition services agreement or Two Hundred Dollars ($200.00) per month per Well, including all other contract operating agreement to be separately negotiated wxxxx, such as, by way of example and between Buyer not limitation, salt water disposal wxxxx, wxxxx that are temporarily abandoned and Sellerwxxxx that are otherwise inactive, which agreement shall provide for as reimbursement to Seller for any monies expended on Xxxxx’s behalf and shall further compensate Seller for all general and administrative overhead (“Overhead Fee”) incurred by Seller in connection with the conduct of operations undertaken pursuant to such agreement. This agreement shall provide of 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 agreementAssets. 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 Overhead Fee prorated over the number of days in which Seller conducted operations for such month. The amount of the Overhead Fee owing to Seller by Buyer shall be paid upon the Final Settlement Date.

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 '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 '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, cost and expense of Buyer. Xxxxx 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 'S REPRESENTATIVES). (b) Any In consideration of any conduct of operations of the Assets by Seller on behalf of Buyer after Closing Closing, Buyer shall be conducted pursuant pay Seller a fee equal to a transition services agreement or Two Hundred Dollars ($200.00) per month per Well, including all other contract operating agreement to be separately negotiated xxxxx, such as, by way of example and between Buyer not limitation, salt water disposal xxxxx, xxxxx that are temporarily abandoned and Sellerxxxxx that are otherwise inactive, which agreement shall provide for as reimbursement to Seller for any monies expended on Xxxxx’s behalf and shall further compensate Seller for all general and administrative overhead ("Overhead Fee") incurred by Seller in connection with the conduct of operations undertaken pursuant to such agreement. This agreement shall provide of 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 agreementAssets. 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 Overhead Fee prorated over the number of days in which Seller conducted operations for such month. The amount of the Overhead Fee owing to Seller by Buyer shall be paid upon the Final Settlement Date.

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 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 Sellers 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 Sellers’ part to continue operating any Assets after the Closing, if Seller elects, at its sole option, Sellers elect 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 Sellers shall be for the account of Buyer, and at the sole risk, cost, cost and expense of Buyer. Xxxxx agrees Sellers, 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 SELLERS’ SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) with respect to release (a) such continued operations by Sellers, (b) Buyer’s assumption of operations from Sellers, 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 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 Sellers will resign as operator of operations 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 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 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 monthSellers currently operates.

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 LiabilitiesObligations, 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 or one of its affiliates 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 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).OR (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 the Transition Services Agreement substantially 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 form of the general and administrative overhead prorated over the number of days in which Seller conducted operations for such month.agreement attached hereto as Exhibit F.

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. Xxxxx agrees 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 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 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 Seller will resign as operator of operations 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 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 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) 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, 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 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, cost and expense of Buyer. Xxxxx 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 In consideration of any conduct of operations of the Assets by Seller on behalf of Buyer after Closing Closing, Buyer shall be conducted pursuant pay Seller a fee equal to a transition services agreement or Two Hundred Dollars ($200.00) per month per Well, including all other contract operating agreement to be separately negotiated wxxxx, such as, by way of example and between Buyer not limitation, salt water disposal wxxxx, wxxxx that are temporarily abandoned and Sellerwxxxx that are otherwise inactive, which agreement shall provide for as reimbursement to Seller for any monies expended on Xxxxx’s behalf and shall further compensate Seller for all general and administrative overhead (“Overhead Fee”) incurred by Seller in connection with the conduct of operations undertaken pursuant to such agreement. This agreement shall provide of 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 agreementAssets. 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 Overhead Fee prorated over the number of days in which Seller conducted operations for such month. The amount of the Overhead Fee owing to Seller by Buyer shall be paid upon the Final Settlement Date.