Common use of Operatorship Clause in Contracts

Operatorship. On or before seven Days prior to Closing, Seller shall use reasonable efforts to send notices to all co-working interest owners of the Assets that Seller currently operates (using last known names and addresses from Seller’s files) indicating that it is resigning as operator contingent upon and effective at Closing, and nominating and recommending Buyer (or, at Buyer’s request, an Affiliate of Buyer designated by Buyer) as successor operator, subject to and in reliance on Buyer’s representations, warranties, covenants and agreements in this Agreement. Seller will, upon Buyer’s request, reasonably assist Buyer in its efforts to succeed Seller as operator of the applicable Assets, but in each case (x) without Seller being obligated to pay any consideration or waive or release any right or privilege as part of such assistance and (y) without giving rise to or imposing any Buyer Incremental Cost. Buyer acknowledges and agrees that the co-working interest owners may not allow Buyer to succeed Seller as operator and that Seller has made no representation, warranty or other guarantee that Buyer will succeed Seller as operator. Buyer shall promptly, following Closing, file all appropriate forms, and declarations or bonds with Governmental Authorities relative to its assumption of operatorship if Buyer elects to assume operatorship. For all Seller-operated Assets for which Buyer wishes to assume operatorship, Seller, subject to compliance with all applicable operating agreements, shall execute and deliver to Buyer at Closing and Buyer shall promptly file all the appropriate forms with the applicable Governmental Authorities transferring operatorship of such Assets to Buyer. As to those Assets for which Buyer shall become the operator, the Parties shall use commercially reasonable efforts to cause the transfer of operatorship to occur as of the date Seller ceases to be obligated to provide operating services pursuant to the Transition Services Agreement. If Buyer elects not to assume operatorship, Buyer shall lend reasonable assistance to Seller in obtaining the transfer of operatorship to the non-Party assuming operatorship.

Operatorship. On or before seven Within ten (10) Business Days prior to Closingafter execution of this Agreement, Seller Quicksilver shall use reasonable efforts to send notices to all co-working interest owners of the QRI Assets that Seller it currently operates (using last known names and addresses from Seller’s files) indicating that it is resigning as operator contingent upon and effective at Closing, and nominating and recommending Buyer BreitBurn (or, at BuyerBreitBurn’s request, an BreitBurn’s designated Affiliate of Buyer designated by Buyerunder Section 11.3) as successor operator, subject to and in reliance on BuyerBreitBurn’s representations, warranties, covenants and agreements in this AgreementSection 6.16. Seller Quicksilver will, upon BuyerBreitBurn’s request, reasonably assist Buyer BreitBurn in its efforts to succeed Seller Quicksilver as operator of the applicable QRI Assets, but in each case (x) without Seller being obligated to pay any consideration or waive or release any right or privilege as part of such assistance and (y) without giving rise to or imposing any Buyer Incremental Costassistance. Buyer acknowledges and agrees that the co-working interest owners may not allow Buyer to succeed Seller as operator and that Seller has made no representation, warranty or other guarantee that Buyer will succeed Seller as operator. Buyer BreitBurn shall promptly, following Closing, file all appropriate forms, and declarations or bonds with Governmental Authorities federal and state agencies relative to its assumption of operatorship if Buyer BreitBurn elects to assume operatorship. For all SellerQuicksilver-operated QRI Assets for which Buyer BreitBurn wishes to assume operatorship, SellerQuicksilver, subject to compliance with all applicable operating agreements, shall execute and deliver to Buyer BreitBurn at Closing and Buyer BreitBurn shall promptly file all the appropriate forms with the applicable Governmental Authorities regulatory agency transferring operatorship of such QRI Assets to BuyerBreitBurn. As BreitBurn represents and warrants to, and covenants and agrees with Quicksilver, that BreitBurn (or any Affiliate of BreitBurn that BreitBurn requests be nominated and recommended as successor operator pursuant to those Assets for which Buyer shall become this Section 6.16), as applicable, is qualified and has the operator, operational capability to succeed Quicksilver as operator and conduct operations to at least the Parties shall use commercially reasonable efforts to cause same standard as Quicksilver in accordance with the transfer of operatorship to occur as terms of the date Seller ceases to applicable operating agreement (or before assuming such operatorship will be obligated to provide operating services pursuant to the Transition Services Agreement. If Buyer elects not to assume operatorship, Buyer shall lend reasonable assistance to Seller in obtaining the transfer of operatorship to the non-Party assuming operatorshipso qualified and have such operational capacity).

Operatorship. On or before seven With respect to the Exhibit A-1/A-2 Oil and Gas Properties, within 20 Days prior to Closingafter execution of this Agreement, Seller shall use reasonable efforts to send notices to all co-working interest owners of the Assets that Seller it currently operates (using last known names and addresses from Seller’s files) indicating that it is resigning as operator contingent upon and effective at Closing, and nominating and recommending Buyer (or, at Buyer’s request, an Affiliate of Buyer designated by Buyer) as successor operator, subject to and in reliance on Buyer’s representations, warranties, covenants and agreements in this Agreement. Seller will, upon Buyer’s request, reasonably assist Buyer in its efforts to succeed Seller as operator of the applicable Assets, but in each case (x) without Seller being obligated to pay any consideration or waive or release any right or privilege as part of such assistance and (y) without giving rise to or imposing any Buyer Incremental Cost. Buyer acknowledges and agrees that the co-working interest owners may not allow Buyer to succeed Seller as operator and that Seller has made no representation, warranty or other guarantee that Buyer will succeed Seller as operatorassistance. Buyer shall promptly, following Closing, file all appropriate forms, and declarations or bonds with Governmental Authorities relative to its assumption of operatorship if Buyer elects to assume operatorship. For all Seller-operated Assets for which Buyer wishes to assume operatorship, Seller, subject to compliance with all applicable operating agreements, shall execute and deliver to Buyer at Closing and Buyer shall promptly file all the appropriate forms with the applicable Governmental Authorities transferring operatorship of such Assets to Buyer. As to those Assets for which Buyer shall become the operator, the Parties shall use commercially reasonable efforts to cause the transfer of operatorship to occur as of the date Seller ceases to be obligated to provide operating services pursuant to the Transition Services Agreement. If Buyer elects not to assume operatorship, Buyer shall lend reasonable assistance to Seller in obtaining the transfer of operatorship to the non-Party assuming operatorshipClosing Date.

Operatorship. On or before seven Days prior to Closing, Seller shall use reasonable efforts to send notices (in forms reasonably acceptable to Buyer) to all co-working interest owners of the Assets that Seller currently operates on or before seven (7) Days prior to Closing (using last known names and addresses from Seller’s files) indicating that it is resigning as operator contingent upon and effective at Closing, and nominating and recommending Buyer (or, at Buyer’s request, an Affiliate of Buyer designated by Buyer) as successor operator, subject to and in reliance on Buyer’s representations, warranties, covenants and agreements in this Agreement. Seller will, upon Buyer’s request, reasonably assist Buyer in its efforts to succeed Seller as operator of the applicable Assets, but in each case (x) without Seller being obligated to pay any consideration or waive or release any right or privilege as part of such assistance and (y) without giving rise to or imposing any Buyer Incremental Costassistance. Buyer acknowledges and agrees that the co-working interest owners may not allow Buyer to succeed Seller as operator and that Seller has made no representation, warranty or other guarantee that Buyer will succeed Seller as operator. Buyer shall promptly, following Closing, file all appropriate forms, and declarations or bonds with Governmental Authorities relative to its assumption of operatorship if Buyer elects to assume operatorship. For all Seller-operated Assets for which Buyer wishes to assume operatorship, Seller, subject to compliance with all applicable operating agreements, shall execute and deliver to Buyer at Closing and Buyer shall promptly file all the appropriate forms with the applicable Governmental Authorities transferring operatorship of such Assets to Buyer. As to those Assets for which Buyer shall become the operator, the Parties shall use commercially reasonable efforts to cause the transfer of operatorship to occur as of the date Seller ceases to be obligated to provide operating services pursuant to the Transition Services Agreementon or promptly after Closing. If Buyer elects not to assume operatorship, Buyer shall lend reasonable assistance to Seller in obtaining the transfer of operatorship to the non-Party assuming operatorship.

Operatorship. On or before seven Days prior The Parties acknowledge and agree that subject to this Section 8.7, from and after Closing, Seller shall use reasonable efforts continue to send notices to all co-working interest owners serve as the designated operator under each of the Assets that Applicable ▇▇▇▇ in accordance with and subject to the terms of the Applicable ▇▇▇▇. Notwithstanding anything in the Applicable ▇▇▇▇ to the contrary, the Parties agree as follows: (a) With respect to any invoice issued under the terms of any Applicable JOA, Buyer shall pay Seller currently operates (using last known names and addresses from Seller’s files) indicating that it is resigning as operator contingent upon and effective at Closing, and nominating and recommending Buyer (or, at subject to Buyer’s request, an Affiliate right under the Applicable ▇▇▇▇) for any costs and expenses set forth on such invoice (including estimated costs and expenses for the subsequent month to the extent permitted under the Applicable ▇▇▇▇) within fifteen (15) days of Buyer designated by Buyer) as successor operator, subject to and in reliance on Buyer’s representations, warranties, covenants and agreements in this Agreementreceipt of such invoice. Seller will, upon Buyer’s request, reasonably assist If Buyer in its efforts to succeed Seller as operator of the applicable Assets, but in each case (x) without Seller being obligated fails to pay any consideration undisputed amounts due Seller under any Applicable JOA or waive or release this Section 8.7, then within fifteen (15) days after receipt of written notice from Seller that such amounts are past due and owing, Seller shall have the right to resign as designated operator under all (but not less than all) of the Applicable ▇▇▇▇ and such resignation shall not limit any rights of Seller to pursue any other available legal remedies. (b) Upon termination of the Affiliate COSA, (i) Seller shall have the right or privilege to resign as part designated operator under all (but not less than all) of such assistance the Applicable ▇▇▇▇, effective as of the termination date of the Affiliate COSA, and (yii) without giving rise Buyer shall have the right to or imposing any Buyer Incremental Cost. Buyer acknowledges and agrees that the co-working interest owners may not allow Buyer to succeed remove Seller as designated operator and that under all (but not less than all) the Applicable ▇▇▇▇, effective as of the termination date of the Affiliate COSA. Promptly following (but in any event, no more than 30 days following) Seller’s resignation or removal as designated operator under all Applicable ▇▇▇▇, Seller has made no representation, warranty or other guarantee that Buyer will succeed Seller as operator. Buyer shall promptly, following Closing, file all appropriate forms, and declarations or bonds with Governmental Authorities relative to its assumption of operatorship if Buyer elects to assume operatorship. For all Seller-operated Assets for which Buyer wishes to assume operatorship, Seller, subject to compliance with all applicable operating agreements, shall execute and deliver assign the Excluded Working Interest to Buyer at Closing and Buyer shall promptly file all the appropriate forms with the applicable Governmental Authorities transferring operatorship of such Assets pursuant to Buyer. As to those Assets for which Buyer shall become the operator, the Parties shall use commercially reasonable efforts to cause the transfer of operatorship to occur an assignment (effective as of the date of such resignation or removal) in the form of Exhibit D attached hereto. Following the resignation or removal of Seller ceases as designated operator under the Applicable ▇▇▇▇ and Seller’s assignment of the Excluded Working Interest to be obligated to provide operating services pursuant to Buyer under this Section 8.7(b), the Transition Services Agreementterms of this Section 8.7 shall have no further force and effect. If Buyer elects not to assume operatorship, Buyer shall lend reasonable assistance to Seller in obtaining the transfer of operatorship to the non-Party assuming operatorship.ARTICLE 9 [