Common use of Receipts and Credits Clause in Contracts

Receipts and Credits. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all monies, proceeds, receipts, credits and income attributable to the ownership and operation of the Assets (a) for all periods of time from and subsequent to the Effective Time, shall be the sole property and entitlement of Purchaser, and to the extent received by Seller, Seller shall within 10 business days after such receipt, fully disclose, account for and transmit same to Purchaser and (b) for all periods of time prior to the Effective Time, shall be the sole property and entitlement of Seller and, to the extent received by Purchaser, Purchaser shall fully disclose, account for and transmit same to Seller within 10 business days. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all costs, expenses, disbursements, obligations and liabilities attributable to the Assets (i) for periods of time prior to the Effective Time, regardless of when due or payable, shall be the sole obligation of Seller and Seller shall promptly pay, or if paid by Purchaser, promptly reimburse Purchaser for and hold Purchaser harmless from and against same and (ii) for periods of time from and subsequent to the Effective Time, regardless of when due or payable, shall be the sole obligation of Purchaser and Purchaser shall promptly pay, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same.

Receipts and Credits. Notwithstanding anything contained in Section 1.2 of this Agreement to the contrary: (a) Subject to the terms hereof and except to the extent the same have already been taken into account as an adjustment to the Purchase Price, all monies, proceeds, receipts, credits credits, and income attributable to the ownership and operation of Sale Interest in the Assets Properties: (ai) for all periods of time from and the period subsequent to the Effective Time, shall be the sole property and entitlement of PurchaserBUYER, and and, to the extent received by SellerSELLER, Seller SELLER shall within 10 business days after such receipt, fully disclose, account for for, and transmit same to Purchaser and BUYER promptly; (bii) for all periods of time the period prior to the Effective Time, shall be the sole property and entitlement of Seller SELLER, and, to the extent received by PurchaserBUYER, Purchaser BUYER shall fully disclose, account for for, and transmit same to Seller within 10 business days. SELLER promptly. (b) Subject to the terms hereof of this Agreement and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all costs, expenses, disbursements, obligations obligations, and liabilities attributable to the Assets Sale Interest in the Properties: (i) for periods of time the period prior to the Effective Time, regardless of when due or payable, shall be the sole obligation of Seller SELLER and Seller shall promptly paySELLER shall, or if paid to the extent ordered by Purchaserthe Bankruptcy Court, promptly reimburse Purchaser for and hold Purchaser harmless from and against same and pay same; and (ii) for periods of time from and the period subsequent to the Effective Time, regardless of when due or payable, shall be the sole obligation of Purchaser BUYER and Purchaser BUYER shall promptly pay, or if paid by SellerSELLER, promptly reimburse Seller SELLER for and hold Seller SELLER harmless from and against same.

Receipts and Credits. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all monies, proceeds, receipts, credits and income attributable to the ownership and operation of the Assets (a) for all periods of time from and subsequent to the Effective Time, shall be the sole property and entitlement of Purchaser, and to the extent received by Seller, Seller shall within 10 business days Business Days after such receipt, fully disclose, account for and transmit same to Purchaser and (b) for all periods of time prior to the Effective Time, shall be the sole property and entitlement of Seller and, to the extent received by Purchaser, Purchaser shall fully disclose, account for and transmit same to Seller within 10 business daysBusiness Days. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all costs, expenses, disbursements, obligations and liabilities attributable to the Assets (i) for periods of time prior to the Effective Time, regardless of when due or payable, shall be the sole obligation of Seller and Seller shall promptly pay, or if paid by Purchaser, promptly reimburse Purchaser for and hold Purchaser harmless from and against same and (ii) for periods of time from and subsequent to the Effective Time, regardless of when due or payable, shall be the sole obligation of Purchaser and Purchaser shall promptly pay, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same.

Receipts and Credits. Subject to the terms hereof and except to the extent same have already been taken into account Except as an adjustment to the Purchase Price, all otherwise provided in this Agreement: (a) All monies, proceeds, receipts, credits and income attributable to the ownership and operation of the Assets (a) for all periods of time from on and subsequent to after the Effective Time, Date shall be the sole property and entitlement of Purchaser, and to the extent received by Seller, Seller shall within 10 business days after such receipt, fully disclose, account for and transmit same to Purchaser and promptly; (b) All monies, proceeds, receipts and income attributable to the Assets for all periods of time prior to the Effective Time, Date shall be the sole property and entitlement of Seller and, to the extent received by Purchaser, Purchaser shall fully disclose, account for and transmit same to Seller within 10 business days. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all promptly; (c) All costs, expenses, disbursements, obligations and liabilities attributable to the Assets (i) for periods of time prior to the Effective TimeDate, regardless of when due or payable, payable shall be the sole obligation of Seller and Seller shall promptly pay, or if paid by Purchaser, promptly reimburse Purchaser for and hold Purchaser harmless from and against same same; and (d) All costs, expenses, disbursements, obligations and (ii) liabilities attributable to the Assets for periods of time from on and subsequent to after the Effective TimeDate, regardless of when due or payable, shall be the sole obligation of Purchaser Purchaser, and Purchaser shall promptly pay, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same.

Receipts and Credits. Subject Following Closing subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Preliminary Purchase Price, all monies, proceeds, receipts, credits and income attributable to the ownership and operation of the Assets (a) for all periods of time from and subsequent to the Effective Time, shall be the sole property and entitlement of Purchaser, and to the extent received by Seller, Seller shall within 10 business days Business Days after such receipt, fully disclose, account for and transmit same to Purchaser and (b) for all periods of time prior to the Effective Time, shall be the sole property and entitlement of Seller and, to the extent received by Purchaser, Purchaser shall fully disclose, account for and transmit same to Seller within 10 business daysBusiness Days. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Preliminary Purchase Price, all costs, expenses, disbursements, obligations and liabilities attributable to the Assets (i) for periods of time prior to the Effective Time, regardless of when due or payable, shall be the sole obligation of Seller and Seller shall promptly pay, or if paid by Purchaser, promptly reimburse Purchaser for and hold Purchaser harmless from and against same and (ii) for periods of time from and subsequent to the Effective Time, regardless of when due or payable, shall be the sole obligation of Purchaser and Purchaser shall promptly pay, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same.

Receipts and Credits. Subject to the terms hereof and except to the extent same have already been taken into account Except as an adjustment to the Purchase Price, all otherwise provided in this Agreement, (a) All monies, proceeds, receipts, credits and income attributable to the ownership and operation of the Assets (a) for all periods of time from on and subsequent to after the Effective Time, Date shall be the sole property and entitlement of the Purchaser, and to the extent received by Seller, Seller shall within 10 business days after such receipt, fully disclose, account for and transmit same to Purchaser and promptly. (b) All monies, proceeds, receipts and income attributable to the Assets for all periods of time prior to the Effective Time, Date shall be the sole property and entitlement of Seller and, to the extent received by Purchaser, Purchaser shall fully disclose, account for and transmit same to Seller within 10 business days. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all promptly. (c) All costs, expenses, disbursements, obligations and liabilities attributable to the Assets (i) for periods of time prior to the Effective TimeDate, regardless of when due or payable, payable shall be the sole obligation of Seller and Seller shall promptly pay, or if paid by Purchaser, promptly reimburse Purchaser for and hold Purchaser harmless from and against same same. (d) All costs, expenses, disbursements, obligations and (ii) liabilities attributable to the Assets for periods of time from on and subsequent to after the Effective TimeDate, regardless of when due or payable, shall be the sole obligation of Purchaser Purchaser, and Purchaser shall promptly pay, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same.

Receipts and Credits. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all monies, proceeds, receipts, credits and income attributable to the ownership and operation of the Assets (a) for all periods of time from and subsequent to the Effective Time, shall be the sole property and entitlement of Purchaser, and and, to the extent received by SellerNoble, Seller Noble shall within 10 business days after such receipt, fully disclose, account for and transmit same to Purchaser promptly and (b) for all periods of time prior to the Effective Time, shall be the sole property and entitlement of Seller Noble and, to the extent received by Purchaser, Purchaser shall fully disclose, account for and transmit same to Seller within 10 business daysNoble promptly. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all costs, costs and operational expenses, disbursements, obligations and liabilities attributable to the Assets (i) for periods of time prior to the Effective Time, regardless of when due or payable, shall be the sole obligation of Seller Noble and Seller Noble shall promptly pay, or if paid by Purchaser, promptly reimburse Purchaser for and hold Purchaser harmless from and against same and (ii) for periods of time from and subsequent to the Effective Time, regardless of when due or payable, shall be the sole obligation of Purchaser and Purchaser shall promptly pay, or if paid by SellerNoble, promptly reimburse Seller Noble for and hold Seller Noble harmless from and against same. Except to the extent same have already been taken into account as an adjustment to the Purchase Price, all uncollected accounts receivable as of the Closing Date attributable to the Assets after the Effective Time shall be assigned to Purchaser, and all uncollected accounts receivable as of the Closing Date attributable to the Assets prior to the Effective Time shall be retained by Noble. It is understood and agreed that this Section 11.3 shall govern only the handling of revenues and expenses of operations.

Receipts and Credits. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Preliminary Purchase Price, all monies, proceeds, receipts, credits and income attributable to the ownership and operation of the Assets (a) for all periods of time from and subsequent to the Effective Time, shall be the sole property and entitlement of Purchaser, and to the extent received by Seller, Seller shall within 10 business days Business Days after such receipt, fully disclose, account for and transmit same to Purchaser and (b) for all periods of time prior to the Effective Time, shall be the sole property and entitlement of Seller and, to the extent received by Purchaser, Purchaser shall fully disclose, account for and transmit same to Seller within 10 business daysBusiness Days. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Preliminary Purchase Price, all costs, expenses, disbursements, obligations and liabilities attributable to the Assets (i) for periods of time prior to the Effective Time, regardless of when due or payable, shall be the sole obligation of Seller and Seller shall promptly pay, or if paid by Purchaser, promptly reimburse Purchaser for and hold Purchaser harmless from and against same and (ii) for periods of time from and subsequent to the Effective Time, regardless of when due or payable, shall be the sole obligation of Purchaser and Purchaser shall promptly pay, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same.

Receipts and Credits. Subject to the terms hereof Section 11.4 and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all monies, proceeds, receipts, credits and income attributable to the ownership Assets and operation to the period of the Assets time (a) for all periods of time from and subsequent to the Effective TimeDate, shall be the sole property and entitlement of Purchaserthe Purchaser and, and to the extent received by Seller, Seller shall within 10 business days after such receipt, fully promptly disclose, account for and transmit same to Purchaser and (b) for all periods of time prior to the Effective TimeDate, shall be the sole property and entitlement of Seller Seller, and, to the extent received by Purchaser, Purchaser shall fully promptly disclose, account for and transmit same to Seller within 10 business daysSeller. Subject Except as provided otherwise in this Agreement and except to the terms hereof extent same have already been taken into account as an adjustment to the Purchase Price (i) all costs, expenses, disbursements, obligations and liabilities attributable to the Assets and to the period of time prior to the Effective Date, regardless of when due or payable, shall be the sole obligation of Seller, and Seller shall promptly pay same, or if paid by Purchaser, promptly reimburse Purchaser for the amount paid, and (ii) all costs, expenses, disbursements, obligations, and liabilities attributable to the Assets and to the period of time subsequent to the Effective Date, regardless of when due or payable, shall be the sole obligation of the Purchaser, and Purchaser shall promptly pay same, or if paid by Seller, promptly reimburse Seller for the amount paid. Except as provided otherwise in this Agreement and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all costs, expenses, disbursements, obligations and liabilities uncollected accounts receivable as of the Closing Date attributable to the Assets (i) for periods after the Effective Date shall be assigned to Purchaser, and all uncollected accounts receivable as of time the Closing Date attributable to the Assets prior to the Effective Time, regardless of when due or payable, Date shall be the sole obligation of Seller and Seller shall promptly pay, or if paid by Purchaser, promptly reimburse Purchaser for and hold Purchaser harmless from and against same and (ii) for periods of time from and subsequent to the Effective Time, regardless of when due or payable, shall be the sole obligation of Purchaser and Purchaser shall promptly pay, or if paid retained by Seller, promptly reimburse Seller for and hold Seller harmless from and against same.

Receipts and Credits. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Pricehereof, all monies, proceeds, receipts, credits and income attributable to the ownership and operation of the Assets Assets: (a) for all periods of time from and subsequent to the Effective Time, Time (but only if Closing occurs) shall be the sole property and entitlement of Purchaser, and and, to the extent received by Seller, Seller shall within 10 business days after such receipt, fully disclose, account for and transmit same to Purchaser promptly: and (b) for all periods of time prior to the Effective Time, shall be the sole property and entitlement of Seller and, to the extent received by Purchaser, Purchaser shall fully disclose, account for and transmit same to Seller within 10 business dayspromptly. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Pricehereof, all costs, expenses, disbursements, obligations and liabilities attributable to the Assets Assets: (i) for periods of time prior to the Effective Time, regardless of when due or payable, shall be the sole obligation of Seller and Seller shall promptly pay, or if inadvertently paid by PurchaserPurchaser and not contested by Seller, promptly reimburse Purchaser for and hold Purchaser harmless from and against same same; and (ii) for periods of time from and subsequent to the Effective TimeTime (but only if Closing occurs), regardless of when due or payable, shall be the sole obligation of Purchaser and Purchaser shall promptly pay, or if inadvertently paid by SellerSeller and not contested by Purchaser, promptly reimburse Seller for and hold Seller harmless from and against same.

Receipts and Credits. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Pricehereof, all monies, proceeds, receipts, credits and income attributable to the ownership and operation of the Assets (a) for all periods of time from and subsequent to the Effective Time, Time shall be the sole property and entitlement of PurchaserBuyer, and and, to the extent received by Seller, Seller shall within 10 ten (10) business days after such receipt, fully disclose, account for and transmit same to Purchaser Buyer, and (b) for all periods of time prior to the Effective Time, shall be the sole property and entitlement of Seller and, to the extent received by PurchaserBuyer, Purchaser Buyer shall fully disclose, account for and transmit same to Seller within 10 ten (10) business daysdays after such receipt. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Pricehereof, all costs, expenses, disbursements, obligations and liabilities attributable to the Assets (i) for periods of time prior to the Effective Time, regardless of when due or payable, shall be the sole obligation of Seller and Seller shall promptly paypay or, or if paid by PurchaserBuyer, promptly reimburse Purchaser Buyer for and hold Purchaser Buyer harmless from and against same same, and (ii) for periods of time from and subsequent to the Effective Time, regardless of when due or payable, shall be the sole obligation of Purchaser Buyer and Purchaser Buyer shall promptly paypay or, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same. (a) Section 10.02

Receipts and Credits. Subject to the terms hereof Section 10.3 and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all monies, proceeds, receipts, credits and income attributable to the ownership Assets and operation to the period of the Assets time (a) for all periods of time from and subsequent to the Effective TimeDate, shall be the sole property and entitlement of Purchaserthe Purchaser and, and to the extent received by Seller, Seller shall within 10 business days after such receipt, fully promptly disclose, account for and transmit same to Purchaser and (b) for all periods of time prior to the Effective TimeDate, shall be the sole property and entitlement of Seller Seller, and, to the extent received by Purchaser, Purchaser shall fully promptly disclose, account for and transmit same to Seller within 10 business daysSeller. Subject Except as provided otherwise in this Agreement and except to the terms hereof extent same have already been taken into account as an adjustment to the Purchase Price (i) all costs, expenses, disbursements, obligations and liabilities attributable to the Assets and to the period of time prior to the Effective Date, regardless of when due or payable, shall be the sole obligation of Seller, and Seller shall promptly pay same, or if paid by Purchaser, promptly reimburse Purchaser for the amount paid, and (ii) all costs, expenses, disbursements, obligations, and liabilities attributable to the Assets and to the period of time subsequent to the Effective Date, regardless of when due or payable, shall be the sole obligation of the Purchaser, and Purchaser shall promptly pay same, or if paid by Seller, promptly reimburse Seller for the amount paid. Except as provided otherwise in this Agreement and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all costs, expenses, disbursements, obligations and liabilities uncollected accounts receivable as of the Closing Date attributable to the Assets (i) for periods after the Effective Date shall be assigned to Purchaser, and all uncollected accounts receivable as of time the Closing Date attributable to the Assets prior to the Effective Time, regardless of when due or payable, Date shall be the sole obligation of Seller and Seller shall promptly pay, or if paid by Purchaser, promptly reimburse Purchaser for and hold Purchaser harmless from and against same and (ii) for periods of time from and subsequent to the Effective Time, regardless of when due or payable, shall be the sole obligation of Purchaser and Purchaser shall promptly pay, or if paid retained by Seller, promptly reimburse Seller for and hold Seller harmless from and against same.

Receipts and Credits. (a) Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase PricePrice or except to the extent same constitutes part of the Properties, all monies, proceeds, receipts, credits credits, and income attributable to the ownership and operation of Seller's interest in the Assets Properties: (ai) for all periods of time from and the period subsequent to the Effective Time, shall be the sole property and entitlement of PurchaserBuyer, and and, to the extent received by Seller, Seller shall within 10 business days after such receipt, fully disclose, account for for, and transmit same to Purchaser and Buyer promptly; and (bii) for all periods of time the period prior to the Effective Time, to the extent not paid to Seller, shall be the sole property and entitlement of Seller andBuyer, provided however, to the extent paid to and received by PurchaserSeller, Purchaser shall fully disclose, account for remain the property and transmit same to Seller within 10 business days. entitlement of Seller. (b) Subject to the terms hereof of this Agreement, and subject to the obligations of Seller under Article 2.2 (b) (ii), and subject the representation of Seller under Article 3.11, and except to the extent same have already been taken into account as an adjustment to the Purchase PricePrice or except to the extent Buyer has forgone enforcement and collection of Seller's accrued obligations to Buyer as part of the consideration for this Agreement pursuant to Section 2.1, all costs, expenses, disbursements, obligations obligations, and liabilities attributable to the Assets Seller's interest in the Properties (EXCEPT FOR PERSONAL INJURY CLAIMS, UNDERPAYMENTS OF ROYALTIES AND UNDERPAYMENT OF SEVERANCE TAXES FOR WHICH SELLER IS INDEMNIFYING BUYER IN ARTICLE 13.4): (i) for periods the period on and after the effective time of time the 1997 PSA and prior to the Effective Time, regardless of when due or payable, but only to the extent not previously paid by Seller, shall be the sole obligation of Buyer and Buyer shall hold Seller and Seller shall promptly pay, or if paid by Purchaser, promptly reimburse Purchaser for and hold Purchaser harmless from and against same and same; and (ii) for periods of time from and the period subsequent to the Effective Time, regardless of when due or payable, shall be the sole obligation of Purchaser Buyer and Purchaser Buyer shall promptly pay, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same.

Receipts and Credits. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all monies, proceeds, receipts, credits and income attributable to the ownership and operation of the Assets (a) for all periods of time from from, and subsequent to to, the Effective TimeDate, shall be the sole property and entitlement of PurchaserBuyer, and to the extent received by Seller, Seller shall within 10 business days 5 Business Days after such receipt, fully disclose, account for and transmit same to Purchaser Seller and (b) for all periods of time prior to the Effective TimeDate, shall be the sole property and entitlement of Seller Seller, and, to the extent received by PurchaserBuyer, Purchaser Buyer shall fully disclose, account for and transmit same to Seller within 10 business dayspromptly. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all costs, expenses, disbursements, obligations and liabilities attributable to the Assets (i) for periods of time prior to the Effective TimeDate, regardless of when due or payable, shall be the sole obligation of Seller Seller, and Seller shall promptly pay, or if paid by PurchaserBuyer, promptly reimburse Purchaser Buyer for and hold Purchaser Buyer harmless from and against same and (ii) for periods of time from from, and subsequent to to, the Effective TimeDate, regardless of when due or payable, shall be the sole obligation of Purchaser Buyer, and Purchaser Buyer shall promptly pay, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same.

Receipts and Credits. Subject Following Closing subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Preliminary Purchase Price, all monies, proceeds, receipts, credits and income attributable to the ownership and operation of the Assets (a) for all periods of time from and subsequent to the Effective Time, shall be the sole property and entitlement of Purchaser, and to the extent received by Seller, Seller shall within 10 business days after such receipt, fully disclose, account for and transmit same to Purchaser and (b) for all periods of time prior to the Effective Time, shall be the sole property and entitlement of Seller and, to the extent received by Purchaser, Purchaser shall fully disclose, account for and transmit same to Seller within 10 business days. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Preliminary Purchase Price, all costs, expenses, disbursements, obligations and liabilities attributable to the Assets (i) for periods of time prior to the Effective Time, regardless of when due or payable, shall be the sole obligation of Seller and Seller shall promptly pay, or if paid by Purchaser, promptly reimburse Purchaser for and hold Purchaser harmless from and against same and (ii) for periods of time from and subsequent to the Effective Time, regardless of when due or payable, shall be the sole obligation of Purchaser and Purchaser shall promptly pay, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same.

Receipts and Credits. Subject to the terms hereof and except to (excluding the extent same have already been taken into account as an adjustment to the Purchase Priceindemnification provisions hereof), all monies, proceeds, dividends, distributions, receipts, credits and income attributable or accruing with respect to the ownership WTP Partnership Interest and operation of the Assets Membership Interests (as determined in accordance with generally accepted accounting principles) (a) for all periods of time from and subsequent to the Effective Time, shall be the sole property and entitlement of Purchaser, and to the extent received by Seller, Seller shall within 10 business days after such receipt, fully disclose, account for and transmit same to Purchaser and (b) for all periods of time prior to the Effective Time, shall be the sole property and entitlement of Seller and, to the extent received by PurchaserBuyer or one of its Affiliates, Purchaser shall fully disclose, account be promptly accounted for and transmit same transmitted to Seller, and (b) for all periods of time from and after the Effective Time, shall be the sole property and entitlement of Buyer and, to the extent received by Seller, shall be promptly accounted for and transmitted to Buyer. If the WTP Partnership pays any proceeds, dividends, distributions, receipts, credits or other monies to the Acquired Companies or their successors after Closing, a portion of which is attributable to a period prior to Closing (a “Distribution”), Buyer shall promptly pay to Seller within 10 business daysan amount equal to the product of (i) the amount of the Distribution multiplied by (ii) a fraction, the numerator of which is the number of days in such period preceding the Closing (including the Closing Date) and the denominator of which is the total number of days in such period. Subject In addition, subject to the terms hereof and except to (excluding the extent same have already been taken into account as an adjustment to the Purchase Priceindemnification provisions hereof), all invoices, costs, expenses, disbursements, obligations disbursements and liabilities payables attributable or accruing with respect to the Assets WTP Partnership Interest and Membership Interests (ias determined in accordance with generally accepted accounting principles) (x) for all periods of time prior to the Effective Time, regardless of when due or payable, shall be the sole obligation of Seller Seller, and Seller shall promptly pay, or if paid by PurchaserBuyer, promptly reimburse Purchaser Buyer for and hold Purchaser harmless from and against same and (iiy) for all periods of time from and subsequent to after the Effective Time, regardless of when due or payable, shall be the sole obligation of Purchaser Buyer, and Purchaser Buyer shall promptly pay, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same.

Receipts and Credits. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all monies, proceeds, receipts, credits and income attributable to the ownership and operation of the Assets (ai) for all periods of time from from, and subsequent to to, the Effective TimeDate, shall be the sole property and entitlement of PurchaserBuyer, and to the extent received by Seller, Seller shall within 10 business days after such receipt, fully disclose, account for and transmit same to Purchaser Seller promptly, and (bii) for all periods of time prior to the Effective TimeDate, shall be the sole property and entitlement of Seller Seller, and, to the extent received by PurchaserBuyer, Purchaser Buyer shall fully disclose, account for and transmit same to Seller within 10 business dayspromptly. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all costs, expenses, disbursements, obligations and liabilities attributable to the Assets (ix) for periods of time prior to the Effective TimeDate, regardless of when due or payable, shall be the sole obligation of Seller Seller, and Seller shall promptly pay, or if paid by PurchaserBuyer, promptly reimburse Purchaser Buyer for and hold Purchaser Buyer harmless from and against same same, and (iiy) for periods of time from from, and subsequent to to, the Effective TimeDate, regardless of when due or payable, shall be the sole obligation of Purchaser Buyer, and Purchaser Buyer shall promptly pay, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same.

Receipts and Credits. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all All monies, proceeds, receipts, credits and income attributable to Seller's interest in the ownership and operation of the Assets (a) Subject Property for all periods of time from and subsequent to the Effective Time, Date shall be the sole property and entitlement of the Purchaser, and and, to the extent received by SellerSeller after the Closing, Seller shall within 10 business days after such receipt, fully disclose, account for and transmit same to Purchaser promptly. All monies, proceeds, receipts and (b) income attributable to Seller's interest in the Subject Property for all periods of time prior to the Effective Time, Date shall be the sole property and entitlement of Seller and, to the extent received by Purchaser, Purchaser shall fully disclose, account for and transmit same to Seller within 10 business dayspromptly. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all All costs, expenses, taxes (subject to Article XII) and disbursements, obligations and liabilities attributable to the Assets (i) for periods of time prior to the Effective TimeDate, regardless of when due or payable,, shall be the sole obligation of Seller and Seller shall promptly pay, or if paid by Purchaser, promptly reimburse Purchaser for same. All costs, expenses, taxes (subject to Article XII) and hold Purchaser harmless from and against same and (ii) for disbursements, attributable to periods of time from and subsequent to the Effective TimeDate, regardless of when due or payable, shall be the sole obligation of Purchaser the Purchaser, and Purchaser shall promptly pay, or if paid by Seller, Seller shall be promptly reimburse Seller for and hold Seller harmless from and against samereimbursed by the Purchaser. All uncollected accounts receivable attributable to the Subject Property, after the Effective Date, shall be assigned to Purchaser. To the extent the provisions of this Section 10.1 may be interpreted to conflict with the provisions of Section 12.2 below, the provisions of Section 12.2 shall be deemed to control.

Receipts and Credits. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all monies, proceeds, receipts, credits and income attributable to the ownership and operation of the Assets (a) for all periods of time from and subsequent to the Effective TimeDate, shall be the sole property and entitlement of Purchaser, and and, to the extent received by Seller, Seller shall within 10 business days after such receipt, fully disclose, account for and transmit same to Purchaser promptly and (b) for all periods of time prior to the Effective TimeDate, shall be the sole property and entitlement of Seller and, to the extent received by Purchaser, Purchaser shall fully disclose, account for and transmit same to Seller within 10 business dayspromptly. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all costs, expenses, disbursements, obligations and liabilities attributable to the Assets (i) for periods of time prior to the Effective TimeDate, regardless of when due or payable, shall be the sole obligation of Seller and Seller shall promptly pay, or if paid by Purchaser, promptly reimburse Purchaser for and hold Purchaser harmless from and against same and (ii) for periods of time from and subsequent to the Effective TimeDate, regardless of when due or payable, shall be the sole obligation of Purchaser and Purchaser shall promptly pay, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same. Except to the extent same have already been taken into account as an adjustment to the Purchase Price, all uncollected accounts receivable as of the Closing Date attributable to the Assets after the Effective Date shall be assigned to Purchaser, and all uncollected accounts receivable as of the Closing Date attributable to the Assets prior to the Effective Date shall be retained by Seller. Seller shall be entitled to receive all payments from purchasers for production attributable to the Assets for the production months prior to the month in which Closing occurs, and Seller shall distribute such payments received by Seller to the royalty and working interest owners in accordance with Seller's division of interest for such months, after deducting and paying taxes and other charges paid out of production proceeds consistent with Seller's practice prior to the Effective Date; provided however that, except to the extent same have already been taken into account as an adjustment to the Purchase Price, after Closing Seller shall not pay any third party expenses for non-operated assets, but shall send all statements for same to Purchaser for payment. Seller shall continue to pay expenses for operated properties in accordance with the applicable Joint Operating Agreement and Accounting Procedures. Seller agrees to use the degree of care in distributing such payments as it uses in distributing similar payments under its own leases.

Receipts and Credits. Subject to the terms hereof and except to the extent same have already been taken into account as is an adjustment to the Purchase Price, all moniesmemos, proceeds, receipts, credits and income attributable to the ownership and operation of the Assets (a) for all periods of time from and subsequent to the Effective Time, shall be the sole property and entitlement of PurchaserBuyer, and and, to the extent received by SellerSellers, Seller Sellers shall within 10 business days after such receipt, fully disclose, account for and transmit same to Purchaser Buyer promptly: and (b) for all periods of time prior to the Effective Time, shall be the sole property and entitlement of Seller Sellers and, to the extent received by PurchaserBuyer, Purchaser Buyer shall fully disclose, account for and transmit same to Seller within 10 business daysSellers promptly. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase PriceInitial Payment, all costs, expenses, disbursements, obligations and liabilities attributable to the Assets (i) for periods of time prior to the Effective Time, regardless of when due or payable, shall be the sole obligation of Seller Sellers and Seller Sellers shall promptly pay, or if inadvertently paid by PurchaserBuyer and not contested by Sellers, promptly reimburse Purchaser Buyer for and hold Purchaser Buyer harmless from and against same same; and (ii) for periods of time from and subsequent to the Effective Time, regardless of when due or payable, shall be the sole obligation of Purchaser Buyer and Purchaser Buyer shall promptly pay, or if inadvertently paid by SellerSellers and not contested by Buyer, promptly reimburse Seller Sellers for and hold Seller Sellers harmless from and against same.

Receipts and Credits. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase PricePrice as provided in Section 12.01, all monies, proceeds, receipts, credits and income attributable to the ownership and operation of the Assets Property (a) for all periods of time from and subsequent to the Effective TimeDate, shall be the sole property and entitlement of PurchaserBuyer, and and, to the extent received by Seller, Seller shall within 10 business days after such receipt, fully disclose, account for and transmit same to Purchaser Buyer promptly and (b) for all periods of time prior to the Effective TimeDate, shall be the sole property and entitlement of Seller and, to the extent received by PurchaserBuyer, Purchaser Buyer shall fully disclose, account for and transmit same to Seller within 10 business dayspromptly. Subject to the terms hereof and except to the extent same have already been taken into account as an adjustment to the Purchase Price, all costs, expenses, disbursements, obligations and liabilities attributable to the Assets Property, (i) for periods of time prior to the Effective TimeDate, regardless of when due or payable, shall be the sole obligation of Seller and Seller shall promptly pay, or if paid by PurchaserBuyer, promptly reimburse Purchaser Buyer for and hold Purchaser Buyer harmless from and against same and (ii) for periods of time from and subsequent to the Effective TimeDate, regardless of when due or payable, shall be the sole obligation of Purchaser Buyer and Purchaser Buyer shall promptly pay, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same. Except to the extent same have already been taken into account as an adjustment to the Purchase Price all uncollected accounts receivable as of the Closing Date attributable to the Property after the Effective Date shall be assigned to Buyer and all uncollected accounts receivable as of the Closing Date attributable to the Property prior to the Effective Date shall be retained by Seller.