Common use of Post-Closing Transition Clause in Contracts

Post-Closing Transition. Following Closing and to the extent to which Purchaser must be novated into operating agreements and other agreements or documents to which the Assets are subject, until the novation has been effected: (a) Vendor shall not initiate any operation with respect to the Assets, except upon receiving Purchaser's written instructions, or if Vendor reasonably determines that such operation is required for the protection of life or property, in which case Vendor may take such actions as it reasonably determines are required, without Purchaser's written instructions, and shall promptly notify Purchaser of such intention or actions and of Vendor's estimate of the costs and expenses therewith associated; (b) Vendor shall forthwith deliver, or cause to be delivered, to Purchaser all revenues, proceeds and other benefits received by Vendor with respect to the Assets, provided that Vendor shall be permitted to deduct from such revenues, proceeds and other benefits, any other costs and expenses which it incurs as a result of such delivery to Purchaser; (c) Vendor shall, in a timely manner, deliver to Purchaser all Third Party notices and communications, including authorizations for expenditures and mail ballots and all notices and communications received in respect of the Assets or events and occurrences affecting the Assets, and Vendor shall respond to such notices pursuant to Purchaser's written instructions, if received on a timely basis, provided that Vendor may refuse to follow any instructions which it reasonably believes to be unlawful, unethical or in conflict with any applicable agreement or contract, and provided that nothing shall preclude Vendor from taking such actions as Vendor reasonably determines are necessary for the protection of life or property, or as are required by all Applicable Laws, rules, regulations, orders and directions of Governmental Authorities and other competent authorities; and (d) Vendor shall, in a timely manner, deliver to Third Parties all such notices and communications which Purchaser may reasonably request and all such monies and other items as Purchaser may reasonably provide in respect of the Assets, provided that Vendor may (but shall not be obligated to) refuse to follow instructions which it reasonably believes to be unlawful, unethical or in conflict with any applicable agreement or contract.

Post-Closing Transition. Following Closing and to the extent to which Purchaser must is required to be novated into operating agreements and or other agreements or documents to which the Assets are subject, until the novation has been effected: (a) Vendor shall not initiate any operation with respect to the Assets, except upon receiving Purchaser's written instructions, or if Vendor reasonably determines that such operation is required for the protection of life or propertyproperty or to otherwise deal with an emergency, in which case Vendor may take such actions as it reasonably determines are required, required without Purchaser's written instructions, and but shall promptly notify Purchaser of such intention or actions and of Vendor's estimate of the costs and expenses therewith associatedassociated therewith; (b) Vendor shall, as bare legal trustee, hold all of Purchaser's interest in the Assets in trust for the Purchaser and Vendor shall hold and receive, as bare legal trustee and forthwith deliver, or cause to be delivered, deliver to Purchaser all revenues, proceeds and other benefits received by Vendor with respect to the AssetsAssets during such post-closing period, provided that Vendor shall not be permitted to deduct from such revenues, proceeds and other benefits, benefits any other costs and expenses which it incurs as a result of such delivery to Purchaser; (c) Vendor shall, in a timely manner, deliver to Purchaser Purchaser: (i) all Third Party notices and communications, including authorizations for expenditures and mail ballots and all third party notices and communications received in respect of the Assets Assets, including AFEs and mail ballots; (ii) all notices of any events or events and occurrences affecting the Assets, including: (A) any spill or other incident involving environmental damage, environmental contamination or other environmental problems relating to or caused by the Assets; (B) any order, directive or notification pursuant to the Regulations; and (C) any event or incident relating to a workplace safety hazard; and if received on a timely basis Vendor shall respond to such notices pursuant to Purchaser's written instructions, if received on a timely basis, provided that Vendor may refuse to follow any instructions which it reasonably believes to be unlawful, unethical or in conflict with any applicable agreement or contract, and provided that nothing shall preclude Vendor from taking such actions as Vendor reasonably determines are necessary for the protection of life or property, or as are required by all Applicable Laws, rules, regulations, orders and directions of Governmental Authorities and other competent authorities; andthe Regulations; (d) Vendor shall, in a timely manner, deliver to Third Parties third parties all such notices and communications which Purchaser may reasonably request and all such monies and other items as Purchaser may reasonably provide in respect of the Assets, provided that Vendor may (but shall not be obligated to) refuse to follow instructions which it reasonably believes to be unlawful, unethical or in conflict with any applicable agreement or contract.;

Post-Closing Transition. Following Closing After the date hereof and to the extent to which that Purchaser must be novated into operating agreements recognized by Third Parties under the Title and other agreements Operating Documents or documents otherwise recognized as the owner of any of the Assets, the following will apply to which the those Assets are subject, until the novation that recognition has been effected: (a) Vendor shall not initiate any operation with respect hold title to the Assets, except upon receiving or any portion thereof, as agent for Purchaser's written instructions, or if Vendor reasonably determines that such operation is required represent Purchaser and receive and hold all proceeds, benefits and advantages accruing in respect of the Assets for the protection benefit, use and ownership of life or property, in which case Vendor may take such actions as it reasonably determines are required, without Purchaser's written instructions, and shall promptly notify Purchaser of such intention or actions and of Vendor's estimate of the costs and expenses therewith associated; (b) Vendor shall will forthwith deliver, or cause to be delivered, to Purchaser all revenues, proceeds and other benefits received by Vendor with respect to the Assets, provided that Vendor shall be permitted to deduct from such revenues, proceeds and other benefits, any other costs and expenses which it incurs as a result of such delivery to Purchaser; (c) Vendor shall, in a timely manner, deliver provide to Purchaser all Third Party notices AFEs, notices, mail ballots, invoices, cash calls, xxxxxxxx, and communications, including authorizations for expenditures and mail ballots and all notices and communications received in respect of the Assets or events and occurrences affecting other similar documents Vendor receives respecting the Assets, and Vendor shall will respond to such notices AFEs, notices, mail ballots, and other similar documents pursuant to the written instruction of Purchaser's written instructions, if received on a timely basis, provided that Vendor may refuse to follow any instructions which that it reasonably believes to be unlawful, unethical or in conflict with any an applicable agreement or contractcontract by providing notice to that effect to Purchaser in a timely manner, and further provided that nothing shall preclude Vendor from taking may require Purchaser to advance or otherwise secure any costs to be incurred in connection with Purchaser’s written instructions in such actions manner and by such date as Vendor may reasonably determines are necessary request, and if Purchaser fails to do so Vendor shall not be obligated to follow such instructions and shall not be responsible for the protection of life any Losses suffered by Purchaser or propertyfor any other claims, expenses or as are required by damages which may result; (c) Pursuant to article 7, Vendor will deliver to Purchaser, on a monthly basis, in a manner consistent with Vendor’s internal accounting processes, all Applicable Lawsrevenues, rules, regulations, orders and directions of Governmental Authorities proceeds and other competent authoritiesbenefits received by Vendor respecting the Assets and accruing after the date hereof, together with all relevant statements of operating expenses, less the share of the applicable lessor royalties, development and operating costs, treating, gathering, processing and product transportation expenses and those other costs and expenses directly relating to the Assets and the production of Oil Sands Substances. Vendor shall be entitled to retain any portion of such funds to satisfy any amounts owing or payable hereunder or to satisfy any amounts owing to Third Parties by Purchaser under the Leases, Title and Operating Documents and other agreements or other documents relating to the Assets. Any net amount owing to Vendor under this subclause (c) will be paid by Purchaser within thirty (30) days of Vendor’s invoice therefore. All overdue payments hereunder shall be payable with interest calculated at the Prime Rate plus two per cent (2.0%) per annum, calculated daily and not compounded.; and (d) Vendor shallwill, in a timely manneras agent of Purchaser, deliver to Third Parties all such notices and communications which Purchaser may reasonably request and all such monies and other items documents as Purchaser may reasonably provide request, in respect connection with its ownership of the Assets, and all money or other items provided in respect thereof, provided that Vendor may (but shall not be obligated to) refuse to follow instructions which deliver any such notice or document if it reasonably believes same to be unlawful, unethical or in conflict with an applicable contract by providing notice to that effect to Purchaser in a timely manner, and further provided that Vendor may require Purchaser to advance or otherwise secure any applicable agreement costs to be incurred in connection with the delivery of such notice or contractdocument in such manner and by such date as Vendor may reasonably request, and if Purchaser fails to do so Vendor shall not be obligated to deliver such notice or document and shall not be responsible for any Losses suffered by Purchaser or for any other claims, expenses or damages which may result.

Post-Closing Transition. Following Closing and to the extent to which Purchaser must be novated into operating agreements and other agreements or documents to which the Assets are subject, or approved to receive and hold any Licenses pursuant to any License Transfers approval process, until the novation novation, or approval has been effected: (a) Vendor shall not initiate any operation with respect to the Assets, except upon receiving Purchaser's written instructions, or if Vendor reasonably determines that such operation is required for the protection of life or property, or to comply with Applicable Law, rules, regulators, orders and directions of Governmental Authorities and other competent authorities, in which case Vendor may take such actions as it reasonably determines are required, without Purchaser's written instructions, and shall promptly notify Purchaser of such intention or actions and of Vendor's estimate of the costs and expenses therewith associated; (b) Vendor shall forthwith deliver, or cause to be delivered, to Purchaser all revenues, proceeds and other benefits received by Vendor with respect to the Assets, provided that Vendor shall be permitted to deduct from such revenues, proceeds and other benefits, any other costs and expenses which it incurs as a result of such delivery to Purchaser; (c) Vendor shall, in a timely manner, deliver to Purchaser all Third Party notices and communications, including authorizations for expenditures and mail ballots and all notices and communications received in respect of the Assets or events and occurrences affecting the Assets, and Vendor shall respond to such notices pursuant to Purchaser's written instructions, if received on a timely basis, provided that Vendor may refuse to follow any instructions which it reasonably believes to be unlawful, unethical or in conflict with any applicable agreement or contract, and provided that nothing shall preclude Vendor from taking such actions as Vendor reasonably determines are necessary for the protection of life or property, or as are required by all Applicable Laws, rules, regulations, orders and directions of Governmental Authorities and other competent authorities; and (d) Vendor shall, in a timely manner, deliver to Third Parties all such notices and communications which Purchaser may reasonably request and all such monies and other items as Purchaser may reasonably provide in respect of the Assets, provided that Vendor may (but shall not be obligated to) refuse to follow instructions which it reasonably believes to be unlawful, unethical or in conflict with any applicable agreement or contract.

Post-Closing Transition. Following Closing and to the extent to which Purchaser must be novated into operating agreements and other agreements or documents to which the Assets are subject, until the novation has been effected: (a) Vendor shall not initiate any operation with respect to the Assets, except upon receiving Purchaser's written instructions, or if Vendor reasonably determines that such operation is required for the protection of life or property, in which case Vendor may take such actions as it reasonably determines are required, without Purchaser's written instructions, and shall promptly notify Purchaser of such intention or actions and of Vendor's estimate of the costs and expenses therewith associated; (b) Vendor shall forthwith deliver, or cause to be delivered, deliver to Purchaser all revenues, proceeds and other benefits received by Vendor with respect to the Assets, provided that Vendor shall not be permitted to deduct from such revenues, proceeds and other benefits, any other costs and expenses which it incurs as a result of such delivery to Purchaser; (cb) Vendor shall, in a timely manner, deliver to Purchaser all Third Party notices and communications, including authorizations for expenditures and mail ballots and all notices and communications received in respect of the Assets or events and occurrences affecting the Assets, and Vendor shall respond to such notices pursuant to Purchaser's written instructions, if received on a timely basis, provided that Vendor may refuse to follow any instructions which it reasonably believes to be unlawful, unethical or in conflict with any applicable agreement or contract, and provided that nothing shall preclude Vendor from taking such actions as Vendor reasonably determines are necessary for the protection of life or property, or as are required by all Applicable Laws, rules, regulations, orders and directions of Governmental Authorities and other competent authorities; and (dc) Vendor shall, in a timely manner, deliver to Third Parties all such notices and communications which Purchaser may reasonably request and all such monies and other items as Purchaser may reasonably provide in respect of the Assets, provided that Vendor may (but shall not be obligated to) refuse to follow instructions which it reasonably believes to be unlawful, unethical or in conflict with any applicable agreement or contract.

Post-Closing Transition. Following Closing and to the extent to which Purchaser must is required to be novated into operating agreements and or other agreements or documents to which the Assets are subject, until the novation has been effected: (a) Vendor shall not initiate any operation with respect to the Assets, except upon receiving Purchaser's written instructions, or if Vendor reasonably determines that such operation is required for the protection of life or propertyproperty or to otherwise deal with an emergency, in which case Vendor may take such actions as it reasonably determines are required, required without Purchaser's written instructions, and but shall promptly notify Purchaser of such intention or actions and of Vendor's estimate of the costs and expenses therewith associatedassociated therewith; (b) Vendor shall forthwith deliver, or cause to be delivered, deliver to Purchaser all revenues, proceeds and other benefits received by Vendor with respect to the AssetsAssets during such post-closing period, provided that Vendor shall not be permitted to deduct from such revenues, proceeds and other benefits, benefits any other costs and expenses which it incurs as a result of such delivery to Purchaser; (c) Vendor shall, in a timely manner, deliver to Purchaser Purchaser: (i) all Third Party notices and communications, including authorizations for expenditures and mail ballots and all third party notices and communications received in respect of the Assets Assets, including AFEs and mail ballots; (ii) all notices of any events or events and occurrences affecting the Assets, including: (A) any spill or other incident involving environmental damage, environmental contamination or other environmental problems relating to or caused by the Assets; (B) any order, directive or notification pursuant to the Regulations; and (C) any event or incident relating to a workplace safety hazard; and if received on a timely basis Vendor shall respond to such notices pursuant to Purchaser's written instructions, if received on a timely basis, provided that Vendor may refuse to follow any instructions which it reasonably believes to be unlawful, unethical or in conflict with any applicable agreement or contract, and provided that nothing shall preclude Vendor from taking such actions as Vendor reasonably determines are necessary for the protection of life or property, or as are required by all Applicable Laws, rules, regulations, orders and directions of Governmental Authorities and other competent authorities; andthe Regulations; (d) Vendor shall, in a timely manner, deliver to Third Parties third parties all such notices and communications which Purchaser may reasonably request and all such monies and other items as Purchaser may reasonably provide in respect of the Assets, provided that Vendor may (but shall not be obligated to) refuse to follow instructions which it reasonably believes to be unlawful, unethical or in conflict with any applicable agreement or contract; (e) until October 1, 2015, Vendor shall pay all rentals and similar payments required to preserve any of the Leases and any surface leases; (f) where Vendor is the operator of the Assets, or any portion thereof, and in such capacity is responsible for the production accounting functions pertaining to the Assets, or any portion thereof, Vendor shall continue to perform such production accounting functions through September 30, 2015; and (g) the Parties acknowledge that Suncor Energy Marketing Inc. (“Suncor”) is currently holding, on Xxxxxxxx’x behalf, Nova Gas Transmission Limited firm service at a point known as the Dunvegan meter station #2044, pursuant to the Production Sales Contracts. To assist Purchaser to handle transition of these arrangements on a timely basis, within five (5) Business Days of the execution of this Agreement, Vendor shall authorize in writing Purchaser to communicate, negotiate and contract with Suncor directly to effect the appropriate transition arrangements Purchaser desires, and shall provide Purchaser with details of any upcoming renewals or terminations of such Production Sales Contracts. In addition, if any election is required to be made by Vendor with respect to such Production Sales Contracts prior to Closing, insofar as possible, Vendor shall make such election for Vendor in accordance with the instructions of Purchaser, and under no circumstance shall Xxxxxxxx allow service to expire under the Production Sales Contracts without the prior written approval of the Purchaser.

Post-Closing Transition. Following Closing and to the extent to which Purchaser must be novated into operating agreements and other agreements or documents to which the Assets are subject, until the novation has been effected: (a) Vendor shall not initiate any operation with respect to the Assets, except upon receiving Purchaser's written instructions, or if Vendor reasonably determines that such operation is required for the protection of life or property, in which case Vendor may take such actions as it reasonably determines are required, without Purchaser's written instructions, and shall promptly notify Purchaser of such intention or actions and of Vendor's estimate of the costs and expenses therewith associated; (b) Vendor shall forthwith deliver, or cause to be delivered, to Purchaser all revenues, proceeds and other benefits received by Vendor with respect to the Assets, provided that Vendor shall be permitted to deduct from such revenues, proceeds and other benefits, any other costs and expenses which it incurs as a result of such delivery to Purchaser; (c) Vendor shall, in a timely manner, deliver to Purchaser all Third Party third party notices and communications, including authorizations for expenditures AFEs and mail ballots and all notices and communications received in respect of the Assets or events and occurrences affecting the Assets, and Vendor shall respond to such notices pursuant to Purchaser's ’s written instructions, if received on a timely basis, provided that Vendor may refuse to follow any instructions which it reasonably believes to be unlawful, unethical or in conflict with any applicable agreement or contract, and provided that nothing shall preclude Vendor from taking such actions as Vendor reasonably determines are necessary for the protection of life or property, or as are required by all Applicable Laws, rules, applicable laws and regulations, orders and directions of Governmental Authorities and other competent authorities; and; (db) Vendor shall, in a timely manner, deliver to Third Parties third parties all such notices and communications which Purchaser may reasonably request and all such monies and other items as Purchaser may reasonably provide in respect of the Assets, provided that Vendor may (but shall not be obligated to) refuse to follow instructions which it reasonably believes to be unlawful, unethical or in conflict with any applicable agreement or contract; (c) Until February 28, 2013, Vendor shall pay all freehold rentals and similar payments required to preserve any of the Title Documents and any surface leases; and (d) Where Vendor is the operator of the Assets, or any portion thereof, and in such capacity is responsible for the production accounting functions pertaining to the Assets, or any portion thereof, Vendor shall continue to perform such production accounting functions until December 31, 2012.

Post-Closing Transition. Following Closing and to the extent to which Purchaser must be novated into operating agreements and other agreements or documents to which the Assets are subject, until the novation has been effected, Vendor shall: (a) Vendor shall not initiate any operation with respect to the Assets, except upon receiving Purchaser's ’s written instructions, or if Vendor reasonably determines that such operation is required for the protection of life or property, in which case Vendor may take such actions as it reasonably determines are required, without Purchaser's ’s written instructions, and shall promptly notify Purchaser of such intention or actions and of Vendor's ’s estimate of the costs and expenses therewith associated; (b) Vendor shall forthwith deliver, or cause to be delivered, deliver to Purchaser all revenues, proceeds and other benefits received by Vendor with respect to the Assets, provided that Vendor shall not be permitted to deduct from such revenues, proceeds and other benefits, any other costs and expenses which it incurs as a result of such delivery to Purchaser; (c) Vendor shall, in a timely manner, deliver to Purchaser all Third Party notices and communications, including authorizations for expenditures and mail ballots and all notices and communications received in respect of the Assets or events and occurrences affecting the Assets, and Vendor shall respond to such notices pursuant to Purchaser's ’s written instructions, if received on a timely basis, provided that Vendor may refuse to follow any instructions which it reasonably believes to be unlawful, unethical or in conflict with any applicable agreement or contract, and provided that nothing shall preclude Vendor from taking such actions as Vendor reasonably determines are necessary for the protection of life or property, or as are required by all Applicable Laws, rules, regulations, orders and directions of Governmental Authorities and other competent authorities; and (d) Vendor shall, in a timely manner, deliver to Third Parties all such notices and communications which Purchaser may reasonably request and all such monies and other items as Purchaser may reasonably provide in respect of the Assets, provided that Vendor may (but shall not be obligated to) refuse to follow instructions which it reasonably believes to be unlawful, unethical or in conflict with any applicable agreement or contract.