Common use of Operations on Partnership Leases Clause in Contracts

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 cause the Partnership to take such actions that are reasonable and appropriate to enforce the terms of the applicable operating agreement in all material respects (including terms relating to the operation and development of such Leases). (b) In the event the Partnership and any third party jointly own any Lease and operations thereon are conducted pursuant to an operating agreement, (i) if the third party is designated as operator thereunder, the Partnership shall pay the costs and expenses charged to it thereunder and (ii) if the General Partner or any of its Affiliates is designated as operator, the General Partner or such Affiliate shall receive for its account from the third party such third party's share and from the Partnership the Partnership's share of all compensation and reimbursement provided to the operator thereunder; provided, however, that the charges to the Partnership by the General Partner or any of its Affiliates when acting as the designated operator (regardless of whether there is an operating agreement or regardless of whether or not a third party is also a party thereto) shall be those set forth in the "ACCOUNTING PROCEDURE" (as herein called) attached hereto as Exhibit 5.6 (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 hereunder (and in the event of a conflict the terms and provisions of this Agreement shall prevail). (c) Other than assignments among the General Partner and entities which are Affiliates of the General Partner pursuant to clause (c) of the definition thereof, the General Partner, or any such Affiliate, shall not substitute another party as operator, resign as operator or assign its obligations as operator with respect to any Partnership Lease where it acts as operator, unless the Limited Partner so requests in the event the General Partner is removed as such pursuant to Section 9.4 or the Limited Partner elects to dissolve the Partnership pursuant to any of subsections (c), (e), (f), (g), or (i) of Section 10.1 (in which event the General Partner agrees that it or its Affiliates will immediately resign as operator, that the Partnership will vote to support the person designated by the Limited Partner to be the successor operator and, that the General Partner act in good faith and cooperate in all respects with the Partnership, the Limited Partner, and the successor operator in transferring operations in an efficient manner).

Operations on Partnership Leases. (a) The General Partner or an Affiliate thereof, shall will engage Xxxx Oil Corporation to act as operator in connection with operations on each Partnership Lease andwhich it is now operating as of the date of this Agreement, subject to subsection (b) below, receive compensation and reimbursement from the Partnership in connection therewith (regardless of whether there is an operating agreement) unless (iA) another person is currently serving as operator under an agreement to which a Lease is subject or (iiB) 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 the General Partner Xxxx Oil Corporation is not the operator, the General Partner shall cause the Partnership to take such actions that and exercise such rights and remedies which are reasonable reasonably available to it to cause the actual operator to properly develop, maintain and appropriate to enforce the terms of the applicable operating agreement in all material respects (including terms relating to the operation and development of operate such Leases). (b) . In the event the Partnership and any third party jointly own any Lease and operations thereon are conducted pursuant to an operating agreement, (iA) if the a third party is designated as operator thereunder, the Partnership shall pay the costs and expenses charged to it thereunder and (iiB) if Xxxx Oil Corporation (or any other Affiliate of the General Partner or any of its Affiliates Partner) is designated as operator, the General Partner or such Affiliate person shall receive for its account from the third party such third party's share and from the Partnership the Partnership's ’s share of all compensation and reimbursement provided to the operator thereunder; provided, however, that the charges to the Partnership by the General Partner or any of its Affiliates when acting as the designated operator 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 be not exceed those set forth in or permitted by this Agreement or the "ACCOUNTING PROCEDURE" “Accounting Procedure” (as herein called) attached hereto as Exhibit 5.6 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 hereunder (and in the event of a conflict the terms and provisions of this Agreement shall prevail). (c) Other than assignments among the General Partner and entities which are Affiliates of the General Partner pursuant to clause (c) of the definition thereof, the General Partner, or any such Affiliate, shall Affiliate thereof hereunder. Xxxx Oil Corporation will not substitute another party as operator, resign as 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 Partner so requests Partners request in the event the General Partner is removed as such pursuant to Section 9.4 6.02 or the Limited Partner elects to Partners dissolve the Partnership pursuant to any of subsections Article XIII (c), (e), (f), (g), or (i) of Section 10.1 (in which event and the General Partner agrees that it or to use its Affiliates will immediately resign as operator, that the Partnership will vote reasonable best efforts to support cause the person designated by the Majority of the Limited Partner Partners to be the successor operator and, that the General Partner act in good faith and cooperate in all respects with the Partnership, the Limited Partner, and the successor operator in transferring operations in an efficient manneroperator).

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 cause the Partnership to take such actions and exercise such rights and remedies that are reasonable reasonably available to it to cause the actual operator to properly develop, maintain and appropriate to enforce the terms of the applicable operating agreement in all material respects (including terms relating to the operation and development of operate such Leases). (b) In the event the Partnership and any third party jointly own any Lease and operations thereon are conducted pursuant to an operating agreement, (i) if the third party is designated as operator thereunder, the Partnership shall pay the costs and expenses charged to it thereunder and (ii) if the General Partner or any of its Affiliates is designated as operator, the General Partner or such Affiliate shall receive for its account from the third party such third party's ’s share and from the Partnership the Partnership's ’s share of all compensation and reimbursement provided to the operator thereunder; provided, however, that the charges to the Partnership by the General Partner or any of its Affiliates when acting as the designated operator (regardless of whether there is an operating agreement or regardless of whether or not a third party is also a party thereto) shall be not exceed those set forth in or permitted by this Agreement or the "ACCOUNTING PROCEDURE" “Accounting Procedure” (as herein called) attached hereto as Exhibit 5.6 (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 hereunder (and in the event of a conflict the terms and provisions of this Agreement shall prevail). (c) Other than assignments among the General Partner and entities which are Affiliates of the General Partner pursuant to clause (c) of the definition thereof, the General Partner, or any such Affiliate, shall not substitute another party as operator, resign as operator or assign its obligations as operator with respect to any Partnership Lease where it acts as operator, unless the Limited Partner so requests in the event the General Partner is removed as such pursuant to Section 9.4 or the Limited Partner elects to dissolve wind-up the Partnership pursuant to any of subsections (c), (e), (f), (g), or (i) of Section 10.1 (in which event the General Partner agrees that it or its Affiliates will immediately resign as operator, that the Partnership will vote operator and use its reasonable best efforts to support cause the person designated by the Limited Partner to be the successor operator and, that the General Partner and to act in good faith and cooperate in all respects with the Partnership, the Limited Partner, and the successor operator in transferring operations and in effecting an efficient mannerand successful transition).

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 cause the Partnership to take such actions and exercise such rights and remedies that are reasonable reasonably available to it to cause the actual operator to properly develop, maintain and appropriate to enforce the terms of the applicable operating agreement in all material respects (including terms relating to the operation and development of operate such Leases). (b) In the event the Partnership and any third party jointly own any Lease and operations thereon are conducted pursuant to an operating agreement, (i) if the third party is designated as operator thereunder, the Partnership shall pay the costs and expenses charged to it thereunder and (ii) if the General Partner or any of its Affiliates is designated as operator, the General Partner or such Affiliate shall receive for its account from the third party such third party's ’s share and from the Partnership the Partnership's ’s share of all compensation and reimbursement provided to the operator thereunder; provided, however, that the charges to the Partnership by the General Partner or any of its Affiliates when acting as the designated operator (regardless of whether there is an operating agreement or regardless of whether or not a third party is also a party thereto) shall be not exceed those set forth in or permitted by this Agreement or the "ACCOUNTING PROCEDURE" “Accounting Procedure” (as herein called) attached hereto as Exhibit 5.6 (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 hereunder (and in the event of a conflict the terms and provisions of this Agreement shall prevail). (c) Other than assignments among the The General Partner and entities which are Affiliates of the General Partner pursuant to clause (c) of the definition thereof, the General Partner, or any such Affiliate, shall not substitute another party as operator, resign as operator or assign its obligations as operator with respect to any Partnership Lease where it acts as operatoroperator (exclusive, however, of an assignment to an entity controlling, controlled by or under common control with the General Partner), unless the Limited Partner so requests in writing to the General Partner in the event the General Partner is removed as such pursuant to Section 9.4 or the Limited Partner elects to dissolve the Partnership pursuant to any of subsections (c), (e), (f), (g), ) or (i) of Section 10.1 (in which event the General Partner agrees that it or its Affiliates will immediately resign as operator, that the Partnership will vote operator and to support use its reasonable efforts to cause the person designated by the Limited Partner to be the successor operator and, that the General Partner and to act in good faith and cooperate in all respects with the Partnership, the Limited Partner, Partner and the successor operator in transferring operations and in effecting an efficient mannerand successful transition).