Operations on Partnership Leases. (a) The General Partner or an Affiliate thereof, shall act as operator in connection with operations on each Partnership Lease and, subject to subsection (b) below, receive compensation and reimbursement from the Partnership in connection therewith (regardless of whether there is an operating agreement) unless (i) another person is serving as operator under an agreement to which a Lease is subject or (ii) any third party or third parties (not Affiliates of the General Partner) jointly owning such Lease and with a controlling interest will not agree. As to those Partnership Leases with respect to which the General Partner is not the operator, the General Partner shall take such actions and exercise such rights and remedies that are reasonably available to it to cause the actual operator to properly develop, maintain and operate such Leases.
Operations on Partnership Leases. To the extent possible, the General Partner or an Affiliate shall act as operator in connection with all operations on the Partnership's Leases and shall be entitled to receive for its account all compensation and reimbursement provided to an operator under the standard COPAS-1984-Onshore accountinx xxxcedure, provided that (a) the amounts charged to the Partnership by the General Partner or such Affiliate must in any event be no less favorable than those available from unrelated third parties in the area engaged in the business of rendering comparable services which could reasonably be made available to the Partnership, and (b) the salaries, wages and personal expenses of the General Partner's and Affiliates' technical employees or the cost of professional consultant services and contract services of technical personnel either (i) directly employed on a Lease or (ii) temporarily or permanently assigned to and directly employed in the operation of a Lease shall be deemed covered by the overhead rates. Notwithstanding the foregoing or anything else herein to the contrary, payments under this SECTION 5.6 shall terminate upon the occurrence of any of the events described in CLAUSES (A), (B), (C) or (D) of the definition of "with cause" as set forth in SECTION 9.4 In no event shall the terms of any operating or similar agreement governing all or a portion of the Partnership's Leases vary or affect this Agreement or the duties and obligations of the General Partner hereunder (even if the terms of any such agreement should provide otherwise). The General Partner shall not substitute another party as operator or assign its obligations as operator with respect to any Partnership Lease where it acts as operator prior to the occurrence of Payout unless the Limited Partners so request in the event the General Partner is removed as such pursuant to SECTION 9.4 or the Limited Partners dissolve the Partnership pursuant to any of SUBSECTIONS (C), (E), (F), (H) or (I) of SECTION 10.1 (and the General Partner agrees to use its best efforts to cause the person designated by the Limited Partners to be the successor operator).
Operations on Partnership Leases. The General Partner will engage Xxxx Oil Corporation to act as operator in connection with operations on each Partnership Lease which it is now operating as of the date of this Agreement, unless (A) another person is currently serving as operator under an agreement to which a Lease is subject or (B) any third party or third parties (not Affiliates of the General Partner) jointly owning such Lease and with a controlling interest will not otherwise agree. As to those Partnership Leases with respect to which Xxxx Oil Corporation is not the operator, the General Partner shall take such actions and exercise such rights and remedies which are reasonably available to it to cause the actual operator to properly develop, maintain and operate such Leases. In the event the Partnership and any third party jointly own any Lease and operations thereon are conducted pursuant to an operating agreement, (A) if a third party is designated as operator thereunder, the Partnership shall pay the costs and expenses charged to it thereunder and (B) if Xxxx Oil Corporation (or any other Affiliate of the General Partner) is designated as operator, such person shall receive for its account from the third party such third party’s share of all compensation and reimbursement provided to the operator thereunder; provided, however, that the charges to the Partnership by such person (regardless of whether there is an operating agreement or regardless of whether or not a third party is also a party thereto) shall not exceed those set forth in or permitted by this Agreement or the “Accounting Procedure” (as herein called) attached hereto as Exhibit B (although the operating agreement, if any, may otherwise provide), and in no event shall the terms of any such operating agreement vary or effect this Agreement or the Accounting Procedure or the duties and obligations of the General Partner or any Affiliate thereof hereunder. Xxxx Oil Corporation will not substitute another party or operator or assign its obligations as operator with respect to any Partnership Lease where it acts as operator, unless a Majority of the Limited Partners request in the event the General Partner is removed as such pursuant to Section 6.02 or the Partners dissolve the Partnership pursuant to Article XIII (and the General Partner agrees to use its reasonable best efforts to cause the person designated by the Majority of the Limited Partners to be the successor operator).
