Common use of Post Closing Administration Clause in Contracts

Post Closing Administration. (a) Following Closing, Vendor shall hold title to the Purchased Interest for Purchaser until all necessary notifications, registrations and other steps required to transfer such title to Purchaser have been completed. (b) Following Closing, Vendor shall represent Purchaser as its agent in all matters arising under the Title Documents until Purchaser is substituted as a party thereto in the place of Vendor, whether by novation, notice of assignment or otherwise and, in furtherance thereof: (i) except as provided in Section 2.15, the Purchaser's proportionate share of payments, based on a thirty-three and on-third percent and a sixty-six and two thirds percent (33 1/3% / 66 2/3%) allocation between each of the Vendor and Purchaser, relating to the Assets after the Closing Time received by Vendor, if any, pursuant to the Title Documents shall be received and held by Vendor for Purchaser and Vendor shall remit such amounts to Purchaser, provided however, Vendor shall be entitled to retain any portion of such payments to satisfy any amounts owing or payable hereunder or to satisfy any amounts owing to Third Parties by Purchaser under the Title Documents; (ii) Purchaser shall forward to Vendor, within the time frame required under the applicable Title Document, any cash call advances, operating fund payments or other advances required to be paid by Purchaser pursuant to the Title Documents which Vendor shall forward to the operator under the relevant Title Documents on behalf of Purchaser. Purchaser shall be responsible for the recoupment of any portion of such costs which are the responsibility of Third Parties under any Title Document; (iii) Vendor shall forward all statements, notices and other information received by it pursuant to the Title Documents that pertain to the Purchased Interest to Purchaser following their receipt by Vendor; and (iv) Purchaser shall forward to Third Parties to the Title Documents such notices and elections pursuant to the Title Documents pertaining to the Purchased Interest as Vendor may reasonably request. (c) as a party to, the operating agreement or agreements governing any of the Assets, the following provisions shall apply with respect to those Assets until the novation has occurred: (i) Vendor shall maintain the Assets (including the Leases) on behalf of Purchaser at Purchaser's sole cost and expense until such time as Purchaser notifies Vendor in writing that Purchaser has been recognized and accepted by the operator of the Assets; (ii) Vendor shall not initiate, consent to or agree to participate in any operation in respect of the Assets except upon the written instruction of Purchaser; and (iii) Vendor shall forthwith provide to Purchaser all authorizations for expenditure, notices, specific information and other documents in respect of the Assets which it receives and shall respond to such authorizations for expenditure, notices, information and other documents pursuant to the written instructions of Purchaser, if received on a timely basis, provided that Vendor may (but shall not be obligated to) refuse to follow instructions which it reasonably believes to be unlawful.

Post Closing Administration. (a) Following Closing, Vendor shall hold its title to the Purchased Interest Assets in trust for Purchaser until all necessary notifications, registrations and other steps required to transfer such title to Purchaser have been completed.; (b) Following Closing, Vendor shall represent Purchaser as its agent in all matters arising under the Title Documents until Purchaser is substituted as a party thereto in the place of Vendor, whether by novation, notice of assignment or otherwise and, in furtherance thereof: (i) except as provided in Section 2.15, the Purchaser's proportionate share of payments, based on a thirty-three and on-third percent and a sixty-six and two thirds percent (33 1/3% / 66 2/3%) allocation between each of the Vendor and Purchaser, all payments relating to the Assets after the Closing Time received by Vendor, if any, Vendor pursuant to the Title Documents shall be received and held by Vendor as trustee for Purchaser and Vendor shall remit such amounts promptly to Purchaser, provided however, however Vendor shall be entitled to retain any portion of such payments to satisfy any amounts owing or payable hereunder or to satisfy any amounts owing to Third Parties by Purchaser under the Title Documents; (ii) Purchaser shall forward to Vendor, within the time frame required under the applicable Title Document, . any cash call advances, operating fund payments or other advances required to be paid by Purchaser pursuant to the Title Documents which Vendor shall forward to the operator under the relevant Title Documents on behalf of Purchaser. Purchaser shall be responsible for the recoupment of any portion of such costs which are the responsibility of Third Parties under any Title Document; (iii) Vendor shall forward all statements, notices and other information received by it pursuant to the Title Documents that pertain to the Purchased Interest Assets to Purchaser promptly following their receipt by Vendor; and (iv) Purchaser Vendor shall forward to Third Parties to the Title Documents such notices and elections pursuant to the Title Documents pertaining to the Purchased Interest Assets as Vendor Purchaser may reasonably request. ; (c) Following Closing, in any case where Purchaser must be novated into or recognized as a party to, the operating agreement or agreements governing any of the Assets, the following provisions shall apply with respect to those Assets until the novation has occurred: (i) Vendor shall maintain the Assets (including the LeasesTitle Documents) on behalf of Purchaser at Purchaser's sole cost and expense until such time as Purchaser notifies Vendor in writing that Purchaser has been recognized and accepted by the operator of the Assetsexpense; (ii) Vendor shall not initiate, consent to or agree to participate in initiate any operation in respect of the Assets except upon the written instruction of the Purchaser; and (iii) Vendor shall forthwith provide to Purchaser all authorizations for expenditure, notices, specific information and other documents in respect of the Assets which it receives and shall respond to such authorizations for expenditure, notices, information and other documents pursuant to the written instructions of the Purchaser, if received on a timely basis, provided that Vendor may (but shall not be obligated to) refuse to follow instructions which it reasonably believes to be unlawfulunlawful or in conflict with an applicable contract; (d) Purchaser shall indemnify and save harmless Vendor from and against all Losses arising as a consequence of the provisions of subsections 8.3(a) and (b) hereof, except to the extent caused by the gross negligence or wilful misconduct of Vendor or its servants, agents or employees. Acts or omissions taken by Vendor or its servants or agents with the approval of Purchaser shall not constitute gross negligence or wilful misconduct for purposes of this subsection.

Post Closing Administration. (a) Following Closing, Vendor shall hold title to the Purchased Interest interest in the Assets for Purchaser as bare trustee for the benefit of Purchaser and receive and hold as bare trustee all proceeds, benefits and advantages accruing in respect of the Assets, in each case until all necessary notifications, registrations and other steps required to transfer such title to Purchaser have been completed. (b) Following Closing, Vendor shall represent Purchaser as its agent in all matters arising in respect of the Assets under the Title Documents until Purchaser is substituted as a party thereto in the place of Vendor, whether by novation, notice of assignment or otherwise and, in furtherance thereof: (i) except as provided in Section 2.15, the Purchaser's proportionate share of payments, based on a thirty-three and on-third percent and a sixty-six and two thirds percent (33 1/3% / 66 2/3%) allocation between each of the Vendor and Purchaser, all payments relating to the Assets after the Closing Time Date received by Vendor, if any, Vendor pursuant to the Title Documents shall be received and held by Vendor for Purchaser and Vendor shall remit such amounts to PurchaserPurchaser as soon as reasonably practical after receipt thereof but in any event no later than 5 (five) Business Days after receipt by Vendor, provided however, however Vendor shall be entitled to retain any portion of such payments required to satisfy any amounts owing or payable by Purchaser hereunder or to satisfy any amounts owing to Third Parties by Purchaser under or for which Purchaser is responsible in respect of the Title DocumentsAssets; (ii) Purchaser shall forward to Vendor, within the time frame required under the applicable Title Document, any cash call advances, operating fund payments or other advances required to be paid by Purchaser pursuant to the Title Documents which Vendor shall forward to the operator under the relevant Title Documents on behalf of Purchaser. Purchaser shall be responsible for the recoupment of any portion of such costs which are the responsibility of Third Parties under any Title Document; (iii) Vendor shall forthwith forward all statements, notices notices, specific information, communications, invoices, xxxxxxxx and other information and documents received by it pursuant to the Title Documents that pertain to the Purchased Interest Assets to Purchaser following their receipt by Vendor; and (iv) Purchaser Vendor shall forthwith forward to Third Parties to the Title Documents such notices notices, specific information, communications, invoices, xxxxxxxx and elections and documents pursuant to the Title Documents pertaining to the Purchased Interest Assets as Vendor Purchaser may reasonably request. ; (c) Following Closing, in any case where the Purchaser must be: (a) novated into or recognized as a party to, the to an operating agreement or agreements agreement governing any of the Assets; or (b) otherwise accepted as assignee or transferee of any the Assets, the following provisions shall apply with respect to those Assets until the novation or assignment has occurred: (i) Vendor shall maintain administer and, to the extent of Purchaser's interest in the applicable Assets reasonably permits, maintain, the Assets (including the Leases) on behalf of the Purchaser as Purchaser's agent and bare trustee at the Purchaser's sole cost and expense until such time as Purchaser notifies Vendor in writing that Purchaser has been recognized and accepted by the operator of the Assetsexpense; (ii) the Vendor shall not initiate, consent to or agree to participate in initiate any operation in respect of the Assets except upon the written instruction of the Purchaser; and; (iii) the Vendor shall forthwith provide to the Purchaser all authorizations for expenditure, notices, specific information and other documents in respect of the Assets which it receives and shall respond to such authorizations for expenditure, notices, information and other documents pursuant to the written instructions of the Purchaser, if received on a timely basis, provided that the Vendor may (but shall not be obligated to) refuse to follow instructions which it reasonably believes to be unlawfulunlawful or in conflict with an applicable contract; and (iv) in particular, without limiting the generality of the foregoing provisions of this Section 11.3: (A) unless otherwise directed by Purchaser, Vendor shall pay on behalf of and for the account of Purchaser all rentals and shut-in royalty payments for Crown and freehold mineral and surface leases which are due and payable up to the last day of the second month following the month of Closing; (B) Vendor will be responsible for production accounting, joint venture accounting and revenue and expenditure accounting in respect of the Assets for all periods up to and including to the last day of the second month following the month of Closing, unless otherwise agreed by the Parties, and Purchaser shall be responsible for all such accounting functions for all periods after such date. From and after the last day of the first month following the month of Closing, Vendor will charge Purchaser an administrative fee of [Redaction - Dollar amount] per month calculated on a per diem basis for such production accounting, joint venture accounting and revenue and expenditure accounting; (C) Vendor will be responsible for marketing all Leased Substances for all periods up to and including to the last day of the second month following the month of Closing, unless otherwise agreed by the Parties, and Purchaser shall be responsible for marketing all Leased Substances for all periods thereafter, provided that if the current marketing arrangements in place with Vendor cannot be terminated for the day after the last day of the second month following the month of Closing, Vendor and Purchaser shall agree to execute direction to pay notices so as to ensure that Purchaser receives the funds for this period directly from the payor of such funds. Vendor shall be entitled to market all such production in accordance with its current marketing policies and agreements pertaining to the Assets, if any, and from and after the last day of the first month following the month of Closing, Vendor will charge Purchaser an administrative fee of [Redaction - Dollar amount] per month calculated on a per diem basis; and (D) if requested by Purchaser, Vendor shall furnish to Purchaser a copy of its emergency response plan applicable to the Assets, provided that, such emergency response plan shall only be provided on the express condition that Vendor shall not be liable for the completeness or sufficiency thereof. (d) Vendor shall have no liability for, and Purchaser: (i) does hereby release Vendor and Vendor's Related Parties from any and all Claims that it may at any time have; and (ii) shall be liable for and, shall indemnify and save harmless Vendor and Vendor's Related Parties from and against, all Losses, Liabilities and Claims suffered, paid or incurred by them or made against them; arising as a result of any act or omission by or on behalf of Vendor or its Related Parties in connection with the provisions of subsections 11.3(a) through 11.3(c) inclusive hereof, except to the extent caused by the Gross Negligence or wilful misconduct of Vendor or its Related Parties. Acts or omissions taken by Vendor or its Related Parties with the approval of Purchaser shall not constitute Gross Negligence or wilful misconduct for purposes of this subsection.

Post Closing Administration. (a) Following Closing, Vendor shall hold its title to the Purchased Interest for Assets on behalf of Purchaser until all necessary notifications, registrations notifications and other steps required to transfer such title to Purchaser have been completed. (b) Following Closing, Vendor shall represent Purchaser as its agent in all matters arising under the Title Documents not conveyed at Closing until Purchaser is substituted as a party thereto in the place of Vendor, whether by novation, notice of assignment or otherwise and, in furtherance thereof: (i) except as provided in Section 2.15, the Purchaser's proportionate share of payments, based on a thirty-three and on-third percent and a sixty-six and two thirds percent (33 1/3% / 66 2/3%) allocation between each of the Vendor and Purchaser, all payments relating to the Assets after the Closing Time received by Vendor, if any, Vendor pursuant to the Title Documents shall be received and held by Vendor for Purchaser and Vendor shall remit such amounts to Purchaser, provided however, however Vendor shall be entitled to retain any portion of such payments to satisfy any amounts owing or payable hereunder or to satisfy any amounts owing to Third Parties by Purchaser under the Title Documents; (ii) Purchaser shall forward to Vendor, within the time frame required under the applicable Title Document, any cash call advances, operating fund payments or other advances invoiced amounts required to be paid by Purchaser pursuant to the Title Documents in respect of Deductible Costs, which Vendor shall forward to the operator applicable Third Party under the relevant Title Documents on behalf of Purchaser. Purchaser shall be responsible for the recoupment of any portion of such costs which are the responsibility of Third Parties under any Title Document; (iii) Vendor shall forward all statements, notices and other information received by it pursuant to the Title Documents that pertain to the Purchased Interest Assets including, without limitation, all Net Royalty Statements, to Purchaser forthwith following their receipt by Vendor; and (iv) Purchaser Vendor shall forward to Third Parties to the Title Documents such notices and elections pursuant to the Title Documents pertaining to the Purchased Interest Assets as Vendor Purchaser may reasonably request. . (c) as a party to, Vendor will be responsible for marketing all production to the operating agreement or last day of the month following the month in which Closing occurs. Vendor shall be entitled to market all such production in accordance with its current marketing policies and agreements governing any of pertaining to the Assets, if any. Purchaser shall be responsible for marketing of production after such date. Purchaser acknowledges that it is its intention, following Closing, to exercise its right under the Net Royalty Agreement to take its share of production of Petroleum Substances in kind and Purchaser shall, forthwith following provisions shall apply with respect Closing take all steps and serve all notices as are required under the Net Royalty Agreement to those Assets until the novation has occurred:give effect to such intention. (id) Purchaser shall indemnify and save harmless Vendor shall maintain from and against all Losses arising as a consequence of the Assets (including provisions of this section 8.3 except to the Leases) on behalf extent caused by the gross negligence or wilful misconduct of Vendor or its servants, agents or employees. Acts or omissions taken by Vendor or its servants or agents with the prior written approval of Purchaser at Purchaser's sole cost and expense until such time as Purchaser notifies Vendor in writing that Purchaser has been recognized and accepted by the operator of the Assets; (ii) Vendor shall not initiate, consent to constitute gross negligence or agree to participate in any operation in respect wilful misconduct for purposes of the Assets except upon the written instruction of Purchaser; and (iii) Vendor shall forthwith provide to Purchaser all authorizations for expenditure, notices, specific information and other documents in respect of the Assets which it receives and shall respond to such authorizations for expenditure, notices, information and other documents pursuant to the written instructions of Purchaser, if received on a timely basis, provided that Vendor may (but shall not be obligated to) refuse to follow instructions which it reasonably believes to be unlawfulthis subsection.