Common use of Revenues and Expenses Clause in Contracts

Revenues and Expenses. (a) Sellers are entitled to all earned income, proceeds and other receivables of Target and attributable to the Transferred Interests, including all rights to production and proceeds from production, in each case, to the extent the same are earned prior to the Effective Time or (in the case of proceeds of production) relate to Hydrocarbons in storage as of the Effective Time (provided that Buyer has not purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above). Sellers are responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred prior to the Effective Time, and for payment of all Disallowed Expenses. (b) Except for the proceeds attributable to Hydrocarbon production in storage as of the Effective Time (unless Buyer has purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above), Buyer is entitled to all earned income, proceeds and other receivables of Target and attributable to the Transferred Interests, including all rights to production and proceeds from production, in each case, to the extent the same are earned or attributable to Hydrocarbons produced during periods from and after the Effective Time, or (in the case of proceeds of production) relate to Hydrocarbons in storage as of the Effective Time that Buyer has purchased pursuant to Section 2.04(a)(i) above. Buyer is responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred from and after the Effective Time and are not Disallowed Expenses. (c) Such amounts that are received or paid prior to Closing shall be accounted for in the Closing Date Statement or Final Settlement Statement, as applicable. Such amounts that are received or paid after Closing but prior to the date of the Final Settlement Statement shall be accounted for in the Final Settlement Statement. (d) For purposes of this Section 2.09, the determination of whether an Operating Expense was incurred before, on or after the Effective Time shall be based on when the applicable service was rendered, when the applicable good was delivered or when the applicable work was performed. For clarification, the date on which a service, good or work is ordered or invoiced shall not be the date the applicable Operating Expense was incurred for settlement purposes; the date on which an Operating Expense is incurred for settlement purposes shall be the date on which the applicable service was rendered, the applicable good was delivered or the applicable work was performed, as applicable. (e) Following the Final Settlement Date, should (i) any of Owners, Target, Buyer or their respective Affiliates receive monies belonging to the other Party, as applicable, in accordance with this Section 2.09, then such amount shall, within 5 Business Days after the end of the month in which such amounts were received, be paid over to the proper Party, and (ii) any of Owners, Target, Buyer or their respective Affiliates pay monies for expenses or obligations that are the obligation of the other Party, as applicable, in accordance with this Section 2.09, then such other Party shall, within 5 Business Days after the end of the month in which the applicable invoice and proof of payment of such invoice were received by such other Party, reimburse the Party that paid such amounts.

Revenues and Expenses. (a) Sellers are Subject to the provisions hereof, Seller shall remain entitled to all earned incomeof the rights of ownership (including, without limitation, the right to all production, proceeds of production and other receivables proceeds including overhead payments received from Third Parties, amounts for the handling, processing and transportation of Target Hydrocarbons and amounts for platform space for or by Third Parties), subject to any applicable time periods set forth in the definition of “Excluded Assets,” and shall remain responsible for all Operating Expenses, in each case attributable to the Transferred Interests, including all rights to production and proceeds from production, in each case, to Assets for the extent the same are earned prior to the Effective Time or (in the case period of proceeds of production) relate to Hydrocarbons in storage as of the Effective Time (provided that Buyer has not purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above). Sellers are responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred time prior to the Effective Time, subject to any applicable time periods set forth in the definition of “Excluded Liabilities.” Subject to the provisions hereof and for payment of all Disallowed Expenses. (b) Except for subject to the proceeds attributable to Hydrocarbon production in storage as occurrence of the Effective Time (unless Buyer has purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above)Closing, Buyer is shall be entitled to all earned incomeof the rights of ownership (including, without limitation, the right to all production, proceeds of production and other receivables proceeds including overhead payments received from Third Parties, amounts for the handling, processing and transportation of Target Hydrocarbons and attributable to the Transferred Interests, including amounts for platform space for or by Third Parties) and shall be responsible for all rights to production and proceeds from productionOperating Expenses, in each case, attributable to the extent Assets for the same are earned or attributable to Hydrocarbons produced during periods period of time from and after the Effective Time, or (in the case of proceeds of production) relate to Hydrocarbons in storage as of the Effective Time that Buyer has purchased pursuant to Section 2.04(a)(i) above. Buyer is responsible for payment of all Operating Expenses of Target attributable to the Transferred Interestsand, to the extent they arise after the same are first anniversary of the Closing Date, the period of time prior to the Effective Time. All Operating Expenses attributable to the Assets, in each case that are: (i) actually incurred from and after with respect to operations conducted or production prior to the Effective Time and are not Disallowed Expenses. (c) Such amounts that are received or paid prior to Closing shall be accounted for in the Closing Date Statement paid by or Final Settlement Statement, as applicable. Such amounts that are received allocated to Seller and (ii) incurred with respect to operations conducted or paid after Closing but prior to the date of the Final Settlement Statement shall be accounted for in the Final Settlement Statement. (d) For purposes of this Section 2.09, the determination of whether an Operating Expense was incurred before, on or production after the Effective Time shall be paid by or allocated to Buyer. “Operating Expenses” means all operating expenses (including without limiting the foregoing in any respect, rentals, costs of insurance and ad valorem, property, severance, production and similar taxes based on when upon or measured by the applicable service was rendered, when ownership or operation of the applicable good was delivered or when the applicable work was performed. For clarification, the date on which a service, good or work is ordered or invoiced shall not be the date the applicable Operating Expense was incurred for settlement purposes; the date on which an Operating Expense is incurred for settlement purposes shall be the date on which the applicable service was rendered, the applicable good was delivered Assets or the applicable work was performedproduction of Hydrocarbons therefrom, as applicable. (ebut excluding any other taxes) Following and capital expenditures incurred in the Final Settlement Dateownership and operation of the Assets and, should (i) any of Owners, Target, Buyer or their respective Affiliates receive monies belonging to the other Party, as where applicable, in accordance with this Section 2.09, then such amount shall, within 5 Business Days after the end of the month in which such amounts were received, be paid over any relevant operating or unit agreement and overhead costs charged to the proper Party, and (ii) Assets under any of Owners, Target, Buyer relevant operating agreement or their respective Affiliates pay monies for expenses or obligations that are the obligation of the other Party, as applicable, in accordance with this Section 2.09, then such other Party shall, within 5 Business Days after the end of the month in which the applicable invoice and proof of payment of such invoice were received by such other Party, reimburse the Party that paid such amountsunit agreement.

Revenues and Expenses. Except as otherwise expressly provided in this Agreement, Sellers shall remain entitled to all of the rights of ownership (including the right to all production, proceeds of production and other proceeds) and shall remain responsible for all Operating Expenses, in each case (a) Sellers are entitled to all earned income, proceeds and other receivables of Target and attributable to the Transferred Interests, including all rights to production and proceeds from production, in each case, to Assets for the extent the same are earned period of time prior to the Effective Time or and (b) in accordance with their respective interests in the case Assets giving rise thereto. Except as otherwise expressly provided in this Agreement, subject to the occurrence of the Closing, Buyer shall be entitled to all of the rights of ownership (including the right to all production, proceeds of productionproduction and other proceeds) relate to Hydrocarbons in storage as of the Effective Time (provided that Buyer has not purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above). Sellers are and shall be responsible for payment of all Operating Expenses of Target Expenses, in each case attributable to the Transferred Interests, to the extent the same are incurred prior to the Effective Time, and for payment of all Disallowed Expenses. (b) Except Assets for the proceeds attributable to Hydrocarbon production in storage as period of the Effective Time (unless Buyer has purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above), Buyer is entitled to all earned income, proceeds and other receivables of Target and attributable to the Transferred Interests, including all rights to production and proceeds from production, in each case, to the extent the same are earned or attributable to Hydrocarbons produced during periods time from and after the Effective Time. Except as otherwise expressly provided in this Agreement, all Operating Expenses attributable to the Assets that are: (i) incurred with respect to operations conducted or (in the case of proceeds of production) relate Hydrocarbons produced prior to Hydrocarbons in storage as of the Effective Time that Buyer has purchased pursuant shall be paid by or allocated to Section 2.04(a)(iSellers in accordance with their respective interests in the Assets giving rise thereto and (ii) above. Buyer is responsible for payment of all Operating Expenses of Target attributable incurred with respect to the Transferred Interests, to the extent the same are incurred operations conducted or Hydrocarbons produced from and after the Effective Time and are not Disallowed Expenses. (c) Such amounts that are received or paid prior to Closing shall be accounted for in the Closing Date Statement paid by or Final Settlement Statement, as applicableallocated to Buyer. Such amounts that are received or paid after Closing but prior to the date of the Final Settlement Statement shall be accounted for in the Final Settlement Statement. (d) For purposes of allocating production (and accounts receivable with respect thereto) under this Section 2.092.04, the determination of whether an Operating Expense was incurred before, on or after the Effective Time shall be based on when the applicable service was rendered, when the applicable good was delivered or when the applicable work was performed. For clarification, the date on which a service, good or work is ordered or invoiced shall not be the date the applicable Operating Expense was incurred for settlement purposes; the date on which an Operating Expense is incurred for settlement purposes shall be the date on which the applicable service was rendered, the applicable good was delivered or the applicable work was performed, as applicable. (e) Following the Final Settlement Date, should (i) any of Ownersliquid Hydrocarbons shall be deemed to be “from or attributable to” the Leases, Target, Buyer or their respective Affiliates receive monies belonging to Units and Xxxxx when they pass through the other Party, as applicable, in accordance with this Section 2.09, then such amount shall, within 5 Business Days after the end inlet flange of the month in pipeline connecting into the storage facilities into which they are run or, if there are no such amounts were receivedstorage facilities, be paid over to when they pass through the proper Party, LACT meters or similar meters at the point of entry into the pipelines through which they are transported from the field and (ii) gaseous Hydrocarbons shall be deemed to be “from or attributable to” the Leases, Units and Xxxxx when they pass through the delivery point sales meters on the pipelines through which they are transported. Sellers shall utilize reasonable interpolative procedures to arrive at an allocation of production when exact meter readings or gauging and strapping data is not available. Sellers shall provide to Buyer evidence of all meter readings and all gauging and strapping procedures conducted on or about the Effective Time in connection with the Assets, together with all data necessary to support any estimated allocation, for purposes of Owners, Target, Buyer or their respective Affiliates pay monies for expenses or obligations that are establishing the obligation of adjustment to the other Party, as applicable, in accordance with this Purchase Price pursuant to Section 2.09, then such other Party shall, within 5 Business Days after the end of the month in which the applicable invoice and proof of payment of such invoice were received by such other Party, reimburse the Party that paid such amounts3.04.

Revenues and Expenses. (a) Subject to the provisions hereof, Sellers are shall remain entitled to all earned income, of the rights of ownership (including the right to all proceeds and other receivables of Target and Hydrocarbon production from or attributable to the Transferred InterestsAssets together with all income, including all rights to production credits and other proceeds from production, in each case, earned with respect to the extent the same are earned prior to the Effective Time or (in the case of proceeds of productionAssets) relate to Hydrocarbons in storage as of the Effective Time (provided that Buyer has not purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above). Sellers are and shall remain responsible for payment of all Operating Expenses of Target attributable incurred with respect to the Transferred Interests, to the extent the same are incurred Assets prior to the Effective Time, and for payment of all Disallowed Expenses. (b) Except for in accordance with their respective interests in the proceeds attributable Assets giving rise thereto. Subject to Hydrocarbon production in storage as of the Effective Time (unless Buyer has purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above)provisions hereof, Buyer is shall be entitled to all earned income, of the rights of ownership (including the right to all proceeds and other receivables of Target and Hydrocarbon production from or attributable to the Transferred InterestsInitial Assets together with all income, including all rights to production credits, and other proceeds from production, in each case, earned with respect to the extent Initial Assets) and shall be responsible for all Operating Expenses incurred with respect to the same are earned or attributable to Hydrocarbons produced during periods Initial Assets from and after the Effective Time. Subject to the provisions hereof, or and subject to the occurrence of the Option Closing, Buyer shall be entitled to all of the rights of ownership (in including the case of right to all proceeds of productionHydrocarbon production from or attributable to the Option Assets together with all income, credits, and other proceeds earned with respect to the Option Assets) relate to Hydrocarbons in storage as of the Effective Time that Buyer has purchased pursuant to Section 2.04(a)(i) above. Buyer is and shall be responsible for payment of all Operating Expenses of Target incurred with respect to the Option Assets from and after the Effective Time. All Operating Expenses attributable to the Transferred InterestsInitial Assets, (and, to the extent the same are Option Closing is consummated, the Option Assets) that are: (a) incurred with respect to operations conducted or Hydrocarbons produced prior to the Effective Time shall be paid by or allocated to Sellers in accordance with their respective interests in the Assets giving rise thereto and (b) incurred with respect to operations conducted or Hydrocarbons produced from and after the Effective Time and are not Disallowed Expenses. (c) Such amounts that are received or paid prior to Closing shall be accounted for in the Closing Date Statement paid by or Final Settlement Statementallocated to Buyer. The terms “earned” and “incurred”, as applicable. Such amounts that are received or paid after Closing but prior to the date of the Final Settlement Statement used in this Agreement shall be accounted for interpreted in the Final Settlement Statement. (d) accordance with generally accepted accounting principles utilized by Sellers, except as otherwise specified herein. For purposes of allocating production (and accounts receivable with respect thereto), under this Section 2.092.04, the determination of whether an Operating Expense was incurred before, on or after the Effective Time shall be based on when the applicable service was rendered, when the applicable good was delivered or when the applicable work was performed. For clarification, the date on which a service, good or work is ordered or invoiced shall not be the date the applicable Operating Expense was incurred for settlement purposes; the date on which an Operating Expense is incurred for settlement purposes shall be the date on which the applicable service was rendered, the applicable good was delivered or the applicable work was performed, as applicable. (e) Following the Final Settlement Date, should (i) any liquid Hydrocarbons, including natural gas liquids, shall be deemed to be “from or attributable to” the Leases, Xxxxx and Units when they pass through the pipeline connecting into the storage facilities into which they are run or into tanks connected to the Xxxxx and (ii) gaseous Hydrocarbons shall be deemed to be “from or attributable to” the Leases, Xxxxx and Units when they pass through the royalty measurement meters, delivery point sales meters or custody transfer meters on the gathering lines or pipelines through which they are transported (whichever meter is closest to the Well). Sellers shall utilize reasonable interpolative procedures, consistent with industry practice, to arrive at an allocation of Owners, Targetproduction when exact meter readings or gauging and strapping data are not available. Regardless of the date set for the Final Accounting Statement, Buyer and Sellers agree that their intent is to allow for the earliest practical forwarding of revenue and reimbursement of expenses between them, and Sellers and Buyer recognize that either may receive funds or their respective Affiliates receive monies belonging to pay expenses after the other PartyInitial Closing Date or Option Closing Date, as applicable, in accordance with this Section 2.09, then such amount shall, within 5 Business Days after which is properly the end of the month in which such amounts were received, be paid over to the proper Party, and (ii) any of Owners, Target, Buyer property or their respective Affiliates pay monies for expenses or obligations that are the obligation of the other other. Therefore, upon receipt of net proceeds by a Seller or Buyer that are due to another Party or upon payment of net expenses by a Seller or Buyer that are payable by another Party, such Seller or Buyer (as applicable, in accordance with this Section 2.09, then such the case may be) shall submit a statement to the other Party shall, showing the relevant items of income and expense with supporting documentation. Payment of any net amount due by a Seller or Buyer (as the case may be) on the basis thereof shall be made within 5 ten (10) Business Days after the end of the month in which the applicable invoice and proof of payment receipt of such invoice were received by such other Party, reimburse the Party that paid such amountsstatement.

Revenues and Expenses. (a) The Parties acknowledge and agree that (i) Sellers shall bear all (A) operating expenses which are incurred in respect of the ownership, maintenance, use or operation of the Purchased Assets before the Effective Time and (B) capital expenses which are incurred in respect of the ownership, maintenance, use or operation of the Purchased Assets before the Capital Date (the “Seller Expenses”), (ii) Sellers shall be entitled to receive all earned incomeproceeds collectible in respect of the ownership, proceeds and other receivables use or operation of Target and the Purchased Assets attributable to the Transferred Interests, including all rights to production and proceeds from production, in each case, to the extent the same are earned period prior to the Effective Time (the “Pre-Closing Revenues”), (iii) Buyer shall bear all (A) operating expenses which are incurred in respect of the ownership, maintenance, use or operation of the Purchased Assets after the Effective Time and (B) capital expenses which are incurred in respect of the case ownership, maintenance, use or operation of the Purchased Assets after the Capital Date (the “Buyer Expenses”) and (iv) Buyer shall be entitled to receive all proceeds in respect of production) relate the ownership, use or operation of the Purchased Assets attributable to Hydrocarbons in storage as of the period after the Effective Time (provided that Buyer has not purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) abovethe “Post-Closing Revenues”). Sellers are responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred prior to the Effective Time, and for payment of all Disallowed Expenses. (b) Except In the event that Buyer pays any Seller Expenses, Sellers shall promptly reimburse Buyer for the proceeds attributable amount of Seller Expenses paid by Buyer. In the event that Sellers receive any invoice or other statement relating to Hydrocarbon production in storage as of the Effective Time (unless Buyer has purchased Expenses, Sellers shall promptly forward such Hydrocarbons in storage pursuant invoice or statement to Section 2.04(a)(i) above), Buyer is entitled to all earned income, proceeds and other receivables of Target and attributable to the Transferred Interests, including all rights to production and proceeds from production, in each case, to the extent the same are earned or attributable to Hydrocarbons produced during periods from and after the Effective Time, or (in the case of proceeds of production) relate to Hydrocarbons in storage as of the Effective Time that Buyer has purchased pursuant to Section 2.04(a)(i) above. Buyer is responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred from and after the Effective Time and are not Disallowed ExpensesBuyer. (c) Such amounts that are received or paid prior to Closing Promptly following the Closing, Sellers shall be accounted for in the Closing Date Statement or Final Settlement Statementirrevocably authorize, as applicable. Such amounts that are received or paid after Closing but prior instruct and direct all account parties to the date of the Final Settlement Statement shall Contracts from whom Post-Closing Revenues are or may be accounted for in the Final Settlement Statement. (d) For purposes of this Section 2.09, the determination of whether an Operating Expense was incurred before, owed to Buyer to make and deliver all payments relating thereto on or after the Effective Time Closing Date to such location, bank and account as Buyer shall be based on when specify. In the applicable service was rendered, when the applicable good was delivered event that any Seller or when the applicable work was performed. For clarification, the date on which a service, good or work is ordered or invoiced shall not be the date the applicable Operating Expense was incurred for settlement purposes; the date on which an Operating Expense is incurred for settlement purposes shall be the date on which the applicable service was rendered, the applicable good was delivered or the applicable work was performed, as applicable. (e) Following the Final Settlement Date, should (i) any of Ownersits Affiliates receives any Post-Closing Revenues, TargetSellers shall promptly deliver all such Post-Closing Revenues to Buyer. In the event that Buyer or any of its Affiliates receives any Pre-Closing Revenues, Buyer or their respective Affiliates receive monies belonging shall promptly deliver all such Pre-Closing Revenues to the other Party, as applicable, in accordance with this Section 2.09, then such amount shall, within 5 Business Days after the end of the month in which such amounts were received, be paid over to the proper Party, and (ii) any of Owners, Target, Buyer or their respective Affiliates pay monies for expenses or obligations that are the obligation of the other Party, as applicable, in accordance with this Section 2.09, then such other Party shall, within 5 Business Days after the end of the month in which the applicable invoice and proof of payment of such invoice were received by such other Party, reimburse the Party that paid such amountsSellers.

Revenues and Expenses. Subject to the provisions hereof, until the twelve (a12) Sellers are month anniversary of Closing, Seller shall remain entitled to all earned incomeof the rights of ownership (including, without limitation, the right to all production, proceeds of production and other receivables proceeds including overhead payments received from Third Parties, amounts for the handling, processing and transportation of Target Hydrocarbons and amounts for platform space for or by Third Parties), and shall remain responsible for all Operating Expenses, in each case attributable to the Transferred InterestsAssets for the period of time prior to the Effective Time. Subject to the provisions hereof and subject to the occurrence of the Closing, including Buyer shall be entitled to all of the rights of ownership (including, without limitation, the right to all production, proceeds of production and other proceeds including overhead payments received from productionThird Parties, amounts for the handling, processing and transportation of Hydrocarbons and amounts for platform space for or by Third Parties) and shall be responsible for all Operating Expenses, in each case, to the extent the same are earned prior to the Effective Time or (in the case of proceeds of production) relate to Hydrocarbons in storage as of the Effective Time (provided that Buyer has not purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above). Sellers are responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred prior to the Effective Time, and for payment of all Disallowed Expenses. (b) Except Assets for the proceeds attributable to Hydrocarbon production in storage as period of the Effective Time (unless Buyer has purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above), Buyer is entitled to all earned income, proceeds and other receivables of Target and attributable to the Transferred Interests, including all rights to production and proceeds from production, in each case, to the extent the same are earned or attributable to Hydrocarbons produced during periods time from and after the Effective Time, and, after the twelve (12) month anniversary of Closing, for the period of time prior to the Effective Time. Until the twelve (12) month anniversary of Closing, all Operating Expenses attributable to the Assets, in each case that are: (i) actually incurred with respect to operations conducted or (in the case of proceeds of production) relate production prior to Hydrocarbons in storage as of the Effective Time that Buyer has purchased pursuant to Section 2.04(a)(i) above. Buyer is responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred from and after the Effective Time and are not Disallowed Expenses. (c) Such amounts that are received or paid prior to Closing shall be accounted for in the Closing Date Statement paid by or Final Settlement Statement, as applicable. Such amounts that are received allocated to Seller and (ii) incurred with respect to operations conducted or paid after Closing but prior to the date of the Final Settlement Statement shall be accounted for in the Final Settlement Statement. (d) For purposes of this Section 2.09, the determination of whether an Operating Expense was incurred before, on or production after the Effective Time shall be paid by or allocated to Buyer. “Operating Expenses” means all operating expenses (including without limiting the foregoing in any respect, rentals, costs of insurance and ad valorem, property, severance, production and similar taxes based on when upon or measured by the applicable service was rendered, when ownership or operation of the applicable good was delivered or when the applicable work was performed. For clarification, the date on which a service, good or work is ordered or invoiced shall not be the date the applicable Operating Expense was incurred for settlement purposes; the date on which an Operating Expense is incurred for settlement purposes shall be the date on which the applicable service was rendered, the applicable good was delivered Assets or the applicable work was performedproduction of Hydrocarbons therefrom, as applicable. (ebut excluding any other taxes) Following and capital expenditures incurred in the Final Settlement Dateownership and operation of the Assets and, should (i) any of Owners, Target, Buyer or their respective Affiliates receive monies belonging to the other Party, as where applicable, in accordance with this Section 2.09, then such amount shall, within 5 Business Days after the end of the month in which such amounts were received, be paid over any relevant operating or unit agreement and overhead costs charged to the proper Party, and (ii) Assets under any of Owners, Target, Buyer relevant operating agreement or their respective Affiliates pay monies for expenses or obligations that are the obligation of the other Party, as applicable, in accordance with this Section 2.09, then such other Party shall, within 5 Business Days after the end of the month in which the applicable invoice and proof of payment of such invoice were received by such other Party, reimburse the Party that paid such amountsunit agreement.

Revenues and Expenses. (a) Subject to the provisions hereof, Sellers are shall remain entitled to all earned incomeof the rights of ownership (including the right to all production, proceeds of production and other receivables of Target proceeds) and shall remain responsible for all Property Costs, in each case attributable to the Transferred InterestsAssets for the period of time prior to the Effective Time. Subject to the provisions hereof, and subject to the occurrence of the Closing, Purchaser shall be entitled to all of the rights of ownership (including the right to all rights production, proceeds of production, and other proceeds, subject to production any downward adjustment to the Purchase Price under Section 3.3), and proceeds from productionshall be responsible for all Property Costs (subject to any upward adjustment to the Purchase Price under Section 3.3), in each case, to the extent the same are earned prior to the Effective Time or (in the case of proceeds of production) relate to Hydrocarbons in storage as of the Effective Time (provided that Buyer has not purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above). Sellers are responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred prior to the Effective Time, and for payment of all Disallowed Expenses. (b) Except Assets for the proceeds attributable to Hydrocarbon production in storage as period of the Effective Time (unless Buyer has purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above), Buyer is entitled to all earned income, proceeds and other receivables of Target and attributable to the Transferred Interests, including all rights to production and proceeds from production, in each case, to the extent the same are earned or attributable to Hydrocarbons produced during periods time from and after the Effective Time. All Property Costs attributable to the Assets, in each case that are: (i) incurred with respect to the renewal or (in the case replacement of proceeds of production) relate expiring Mineral Interests, operations conducted or production prior to Hydrocarbons in storage as of the Effective Time that Buyer has purchased pursuant shall be paid by or allocated to Section 2.04(a)(iSellers and (ii) above. Buyer is responsible for payment of all Operating Expenses of Target attributable incurred with respect to the Transferred renewal or replacement of expiring Mineral Interests, to the extent the same are incurred from and after the Effective Time and are not Disallowed Expenses. (c) Such amounts that are received operations conducted or paid prior to Closing shall be accounted for in the Closing Date Statement or Final Settlement Statement, as applicable. Such amounts that are received or paid after Closing but prior to the date of the Final Settlement Statement shall be accounted for in the Final Settlement Statement. (d) For purposes of this Section 2.09, the determination of whether an Operating Expense was incurred before, on or production after the Effective Time shall be based on when the applicable service was rendered, when the applicable good was delivered paid by or when the applicable work was performed. For clarification, the date on which a service, good or work is ordered or invoiced shall not be the date the applicable Operating Expense was incurred for settlement purposes; the date on which an Operating Expense is incurred for settlement purposes shall be the date on which the applicable service was rendered, the applicable good was delivered or the applicable work was performed, as applicableallocated to Purchaser. (eb) Following the Final Settlement DateFor purposes of allocating production (and proceeds of productionand other proceeds) under this Section 2.3, should (i) any of Owners, Target, Buyer Oil and other liquid Hydrocarbons shall be deemed to be “from or their respective Affiliates receive monies belonging to attributable to” the other Party, as applicable, in accordance with this Section 2.09, then such amount shall, within 5 Business Days after Mineral Interests when they pass through the end of pipeline connecting into the month in storage facilities into which such amounts were received, be paid over to the proper Party, they are run and (ii) any Gas and other gaseous Hydrocarbons shall be deemed to be “from or attributable to” the Mineral Interests when they pass through the royalty measurement meters, delivery point sales meters or custody transfer meters on the gathering lines or pipelines through which they are transported (whichever meter is closest to the well). Sellers shall utilize reasonable interpolative procedures to arrive at an allocation of Owners, Target, Buyer production when exact meter readings or their respective Affiliates pay monies for expenses or obligations that are the obligation of the other Party, as applicable, in accordance with this Section 2.09, then such other Party shall, within 5 Business Days after the end of the month in which the applicable invoice gauging and proof of payment of such invoice were received by such other Party, reimburse the Party that paid such amountsstrapping data is not available.

Revenues and Expenses. (a) Sellers are For purposes of determining the amount of the adjustments to the Unadjusted Purchase Price provided for in Section 12.02, the principles set forth in this Section 12.04 shall apply. Seller shall remain entitled to all earned incomeof the rights of ownership (including the right to all production, proceeds of production and other receivables of Target proceeds) and shall remain responsible (by payment, through the adjustments to the Unadjusted Purchase Price hereunder or otherwise) for all Property Expenses, in each case attributable to the Transferred InterestsAssets for the period of time prior to the Effective Time. Except as expressly provided otherwise in this Agreement, Buyer shall be entitled to its rights of ownership (including all rights right to production production, proceeds of production, and proceeds from productionother proceeds), and shall be responsible (by payment, through the adjustments to the Unadjusted Purchase Price hereunder or otherwise) for Property Expenses, in each case, to the extent the same are earned prior to the Effective Time or (in the case of proceeds of production) relate to Hydrocarbons in storage as of the Effective Time (provided that Buyer has not purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above). Sellers are responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred prior to the Effective Time, and for payment of all Disallowed Expenses. (b) Except Assets for the proceeds attributable to Hydrocarbon production in storage as period of the Effective Time (unless Buyer has purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above), Buyer is entitled to all earned income, proceeds and other receivables of Target and attributable to the Transferred Interests, including all rights to production and proceeds from production, in each case, to the extent the same are earned or attributable to Hydrocarbons produced during periods time from and after the Effective Time. All Property Expenses attributable to the Assets, in each case that are: (i) incurred with respect to operations conducted or (in the case of proceeds of production) relate production produced prior to Hydrocarbons in storage as of the Effective Time that Buyer has purchased pursuant shall be paid by or allocated to Section 2.04(a)(iSeller and (ii) above. Buyer is responsible for payment of all Operating Expenses of Target attributable incurred with respect to the Transferred Interests, to the extent the same are incurred operations conducted or production produced from and after the Effective Time and are not Disallowed Expenses. (c) shall be paid by or allocated to Buyer. Such amounts that are received or paid prior to Closing during the Interim Period shall be accounted for in the Closing Date Statement or Final Settlement Statement, Statement as applicable. Such amounts that are received or paid after Closing but prior to the date of the payment under the Final Settlement Statement shall be accounted for in the Final Settlement Statement. (db) For purposes of this Section 2.09If, the determination of whether an Operating Expense was incurred before, on or after the Effective Time shall be based on when Parties’ agreement upon the applicable service was rendered, when Purchase Price as adjusted by the applicable good was delivered or when Purchase Price Adjustments as reflected in the applicable work was performed. For clarification, the date on which a service, good or work is ordered or invoiced shall not be the date the applicable Operating Expense was incurred for settlement purposes; the date on which an Operating Expense is incurred for settlement purposes shall be the date on which the applicable service was rendered, the applicable good was delivered or the applicable work was performed, as applicable. (e) Following Closing Statement and the Final Settlement DateStatement, should (i) any of Owners, Target, Buyer or their respective Affiliates receive Party receives monies belonging to the other Partyother, as applicable, in accordance with this Section 2.09including proceeds of production, then such amount shall, within 5 five (5) Business Days after the end of the month in which such amounts were received, be paid over to the proper Party, and (ii) any of Owners, Target, Buyer or their respective Affiliates pay Party pays monies for expenses or obligations that Property Expenses which are the obligation of the other Party, as applicable, in accordance with this Section 2.09Party hereto, then such other Party shall, within 5 five (5) Business Days after the end of the month in which the applicable invoice and proof of payment of such invoice were received by such other Partyreceived, reimburse the Party that which paid such amountsProperty Expenses, (iii) a Party receives an invoice of an expense or obligation which is owed by the other Party, such Party receiving the invoice shall promptly forward such invoice to the Party obligated to pay the same, and (iv) an invoice or other evidence of an obligation is received by a Party, which is partially an obligation of both Seller and Buyer, then the Parties shall consult with each other, and each shall promptly pay its portion of such obligation to the obligee.

Revenues and Expenses. (a) Sellers are Seller is entitled to all earned income, proceeds and other receivables of Target and attributable to the Transferred Interests, including all rights to production and proceeds from production, in each case, to the extent the same are earned prior to the Effective Time or (in the case of proceeds of production) relate to Hydrocarbons in storage as of the Effective Time (provided that Buyer has not purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above). Sellers are Seller is responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred prior to the Effective Time, and for payment of all Disallowed Expenses. (b) Except for the proceeds attributable to Hydrocarbon production in storage as of the Effective Time (unless Buyer has purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above), Buyer is entitled to all earned income, proceeds and other receivables of Target and attributable to the Transferred Interests, including all rights to production and proceeds from production, in each case, to the extent the same are earned or attributable to Hydrocarbons produced during periods from and after the Effective Time, or (in the case of proceeds of production) relate to Hydrocarbons in storage as of the Effective Time that Buyer has purchased pursuant to Section 2.04(a)(i) above. Buyer is responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred from and after the Effective Time and are not Disallowed Expenses. (c) Such amounts that are received or paid prior to Closing shall be accounted for in the Closing Date Statement or Final Settlement Statement, as applicable. Such amounts that are received or paid after Closing but prior to the date of the Final Settlement Statement shall be accounted for in the Final Settlement Statement. (d) For purposes of this Section 2.09, the determination of whether an Operating Expense was incurred before, on or after the Effective Time shall be based on when the applicable service was rendered, when the applicable good was delivered or when the applicable work was performed. For clarification, the date on which a service, good or work is ordered or invoiced shall not be the date the applicable Operating Expense was incurred for settlement purposes; the date on which an Operating Expense is incurred for settlement purposes shall be the date on which the applicable service was rendered, the applicable good was delivered or the applicable work was performed, as applicable. (e) Following the Final Settlement Date, should (i) any of Owners, Target, Buyer or their respective Affiliates receive monies belonging to the other Party, as applicable, in accordance with this Section 2.09, then such amount shall, within 5 Business Days after the end of the month in which such amounts were received, be paid over to the proper Party, and (ii) any of Owners, Target, Buyer or their respective Affiliates pay monies for expenses or obligations that are the obligation of the other Party, as applicable, in accordance with this Section 2.09, then such other Party shall, within 5 Business Days after the end of the month in which the applicable invoice and proof of payment of such invoice were received by such other Party, reimburse the Party that paid such amounts.

Revenues and Expenses. (a) Sellers are Except as expressly provided otherwise in this Agreement, SM shall remain entitled to the economic benefit of all earned incomeof the rights of ownership (including the right to all production, proceeds of production and other receivables proceeds) and shall remain responsible for the economic burden of Target all Operating Expenses (and entitled to any refunds with respect thereto), in each case attributable to the Transferred InterestsConveyed Interests for the period of time prior to the Effective Time. Except as expressly provided otherwise in this Agreement, and subject to the occurrence of the Closing, Mitsui shall be entitled to the economic benefit of all of the rights of ownership (including the right to all rights to production production, proceeds of production, and proceeds from productionother proceeds), and shall be responsible for the economic burden of all Operating Expenses, in each case, to the extent the same are earned prior to the Effective Time or (in the case of proceeds of production) relate to Hydrocarbons in storage as of the Effective Time (provided that Buyer has not purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above). Sellers are responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred prior to the Effective Time, and for payment of all Disallowed Expenses. (b) Except Conveyed Interests for the proceeds attributable to Hydrocarbon production in storage as period of the Effective Time (unless Buyer has purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above), Buyer is entitled to all earned income, proceeds and other receivables of Target and attributable to the Transferred Interests, including all rights to production and proceeds from production, in each case, to the extent the same are earned or attributable to Hydrocarbons produced during periods time from and after the Effective Time. All Operating Expenses attributable to the Conveyed Interests, in each case that are: (i) incurred with respect to operations conducted or (in the case of proceeds of production) relate production prior to Hydrocarbons in storage as of the Effective Time that Buyer has purchased pursuant shall be paid by or allocated to Section 2.04(a)(iSM and (ii) above. Buyer is responsible for payment of all Operating Expenses of Target attributable incurred with respect to the Transferred Interests, to the extent the same are incurred operations conducted or production from and after the Effective Time and are not Disallowed Expenses. (c) shall be paid by or allocated to Mitsui. Such amounts that which are received or paid prior to Closing shall be accounted for (to the extent the same differ from the amounts used in the Closing Date Statement or Final Preliminary Settlement Statement, as applicable. Such amounts that are received or paid after Closing but prior to the date of the Final Settlement Statement shall ) will be accounted for in the Final Settlement Statement. (d) For purposes of . Notwithstanding anything to the contrary in this Section 2.093.7, the determination Parties’ only recourse to enforce the rights and obligations set forth in this Section 3.7 with respect to revenues and other amounts received or paid prior to Closing by either Party attributable to the rights of whether an Operating Expense was incurred before, on or ownership of (A) the Conveyed Interests other than the Springfield Gathering Assets from and after the Effective Time up to Closing shall be based on when through an adjustment to the applicable service was renderedcalculation of the Cash Reconciliation Amount pursuant to Section 3.9(c), when and (B) the applicable good was delivered or when Springfield Gathering Assets included in the applicable work was performed. For clarification, Conveyed Interests from and after the date on which a service, good or work is ordered or invoiced shall not be the date the applicable Operating Expense was incurred for settlement purposes; the date on which an Operating Expense is incurred for settlement purposes Effective Time up to Closing shall be an adjustment to the date on which Closing Cost Reimbursement pursuant to the applicable service was rendered, the applicable good was delivered or the applicable work was performed, as applicableprovisions of Section 3.9(a). (eb) Following the Final Settlement DateExcept as expressly provided otherwise in this Agreement, should (i) Mitsui will pay to SM any of Owners, Target, Buyer or their respective Affiliates receive monies belonging and all revenues and other proceeds attributable to the rights of ownership of the Conveyed Interests received after Closing by Mitsui that are attributable to the Conveyed Interests prior to the Effective Time. Except as expressly provided otherwise in this Agreement, SM will pay to Mitsui any and all revenues and other Party, as applicable, in accordance with this Section 2.09, then such amount shall, proceeds attributable to the rights of ownership of the Conveyed Interests received after Closing by SM that are attributable to the Conveyed Interests on and after the Effective Time. The Party responsible for the payment of amounts received shall reimburse the other Party within 5 five Business Days after the end of the month Month in which such amounts were receivedreceived by the Party responsible for payment. Such amounts shall not be taken into account for purposes of the Final Settlement Statement. (c) Except as expressly provided otherwise in this Agreement, be SM will reimburse Mitsui for any and all Operating Expenses that are paid over after Closing by Mitsui and that are attributable to the proper PartyConveyed Interests prior to the Effective Time. Except as expressly provided otherwise in this Agreement, Mitsui will reimburse SM for any and (ii) any of Owners, Target, Buyer or their respective Affiliates pay monies for expenses or obligations all Operating Expenses that are paid after Closing by SM and that are attributable to the obligation Conveyed Interests on and after the Effective Time. The Party responsible for the payment of such costs and expenses shall reimburse the other Party, as applicable, in accordance with this Section 2.09, then such other Party shall, within 5 five Business Days after the end of the month Month in which the applicable invoice and proof of payment of such invoice were received by the Party responsible for payment. Such amounts shall not be taken into account for purposes of the Final Settlement Statement. (d) Each of SM and Mitsui shall be permitted to offset any Operating Expenses owed by such Party to the other Party pursuant to Section 3.7(c) against revenues owing by such Party to such other Party, reimburse Party pursuant to Section 3.7(b); provided that the Party exercising its right to offset under this Section 3.7(d) provides the other Party with a reasonably detailed description of the Operating Expenses and revenues that paid such amountsit is offsetting under this Section 3.7(d) and the calculation of the net amount at the time of the applicable payment or statement.

Revenues and Expenses. (a) Sellers are entitled to all earned income, proceeds and other receivables of Target and attributable to the Transferred Interests, including all rights to production and proceeds from production, in each case, to the extent the same are earned prior to the Effective Time or (in the case of proceeds of production) relate to Hydrocarbons in storage as of the Effective Time (provided that Buyer has not purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above)Time. Sellers are responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred prior to the Effective Time, and for payment of all Disallowed Expenses. (b) Except for the proceeds attributable to Hydrocarbon production in storage as of the Effective Time (unless Buyer has purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above)Time, Buyer is entitled to all earned income, proceeds and other receivables of Target and attributable to the Transferred Interests, including all rights to production and proceeds from production, in each case, to the extent the same are earned or attributable to Hydrocarbons produced during periods from and after the Effective Time, or (in the case of proceeds of production) relate to Hydrocarbons in storage as of the Effective Time that Buyer has purchased pursuant to Section 2.04(a)(i) above. Buyer is responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred from and after the Effective Time and are not Disallowed ExpensesTime. (c) Such amounts that are received or paid prior to Closing shall be accounted for in the Closing Date Statement or Final Settlement Statement, as applicable. Such amounts that are received or paid after Closing but prior to the date of the Final Settlement Statement shall be accounted for in the Final Settlement Statement. (d) For purposes of this Section 2.09, the determination of whether an Operating Expense was incurred before, on or after the Effective Time shall be based on when the applicable service was rendered, when the applicable good was delivered or when the applicable work was performed. For clarification, the date on which a service, good or work is ordered or invoiced shall not be the date the applicable Operating Expense was incurred for settlement purposes; the date on which an Operating Expense is incurred for settlement purposes shall be the date on which the applicable service was rendered, the applicable good was delivered or the applicable work was performed, as applicable. (e) Following the determination of the Final Settlement DatePurchase Price pursuant to Section 2.06, should (i) any of Owners, TargetSellers, Buyer or their respective Affiliates receive monies belonging to the other PartyBuyer or Sellers, as applicable, in accordance with this Section 2.09, then such amount shall, within 5 five Business Days after the end of the month in which such amounts were received, be paid over to the proper Party, and (ii) any of Owners, TargetSellers, Buyer or their respective Affiliates pay monies for expenses or obligations that are the obligation of the other PartyBuyer or Sellers, as applicable, in accordance with this Section 2.09, then such other Party shall, within 5 five Business Days after the end of the month in which the applicable invoice and proof of payment of such invoice were received by such other Party, reimburse the Party that paid such amounts.

Revenues and Expenses. (a) Sellers are Subject to, and without limitation of, the terms and conditions of this Agreement, Seller shall be entitled to all earned income, proceeds and other receivables of Target and the rights of ownership attributable to the Transferred Interests, Assets (including the right to all rights to production of Hydrocarbons therefrom and proceeds from productionrelated thereto) and shall remain responsible for all Operating Expenses, in each case, to the extent the same are earned prior to the Effective Time or (in the case of proceeds of production) relate to Hydrocarbons in storage as of the Effective Time (provided that Buyer has not purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above). Sellers are responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred period of time prior to the Effective Time. Subject to, and for payment without limitation of, the terms and conditions of all Disallowed Expenses. (b) Except for this Agreement, and subject to the proceeds attributable to Hydrocarbon production in storage as occurrence of the Effective Time (unless Buyer has purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above)Closing, Buyer is shall be entitled to all earned income, proceeds and other receivables of Target and the rights of ownership attributable to the Transferred Interests, Assets (including the right to all rights to production of Hydrocarbons therefrom and proceeds from productionrelated thereto), and shall be responsible for all Operating Expenses, in each case, attributable to the extent the same are earned or attributable to Hydrocarbons produced during periods period of time from and after the Effective Time. Without limitation of the Party’s respective indemnity obligations, representations, warranties, covenants and agreements set forth in this Agreement, all Operating Expenses that are: (a) incurred with respect to operations conducted or (in the case of proceeds of production) relate production prior to Hydrocarbons in storage as of the Effective Time that Buyer has purchased pursuant shall be paid by or allocated to Section 2.04(a)(iSeller and (b) above. Buyer is responsible for payment of all Operating Expenses of Target attributable incurred with respect to the Transferred Interests, to the extent the same are incurred operations conducted or production from and after the Effective Time and are not Disallowed Expenses. (c) Such amounts that are received or paid prior to Closing shall be accounted for paid by or allocated to Buyer. “Operating Expenses” means all ordinary course operating expenses (including Property Taxes, but excluding, in the Closing Date Statement all cases, all Insurance Policies (including insurance premiums or Final Settlement Statement, as applicable. Such amounts that are received or paid after Closing but prior any other costs of insurance attributable to Seller’s and/or its Affiliates’ insurance and to all coverage periods except to the date extent of any costs and expenses attributable to the Final Settlement Statement shall be accounted for in the Final Settlement Statement. (d) For purposes of this Section 2.09, the determination of whether an Operating Expense was incurred before, on or after time period between the Effective Time shall be based on when and the applicable service was renderedClosing so long as such Insurance Policies are in effect during such period)) and capital expenditures incurred in connection with the ownership and/or operation of the Assets in the ordinary course of business, when the applicable good was delivered or when the applicable work was performed. For clarificationsubject to compliance with Section 6.1, the date on which a serviceand, good or work is ordered or invoiced shall not be the date the applicable Operating Expense was incurred for settlement purposes; the date on which an Operating Expense is incurred for settlement purposes shall be the date on which the applicable service was rendered, the applicable good was delivered or the applicable work was performed, as applicable. (e) Following the Final Settlement Date, should (i) any of Owners, Target, Buyer or their respective Affiliates receive monies belonging to the other Party, as where applicable, in accordance with each Material Contract and each Applicable Contract that is not required to be set forth on Schedule 4.8 under this Section 2.09Agreement, then such amount shall, within 5 Business Days after the end of the month in which such amounts were received, be paid over and overhead costs charged to the proper PartyAssets under any applicable joint operating agreement by any Person that is not Seller or an Affiliate of Seller, and but excluding Liabilities attributable to (i) personal injury or death, property damage or violation of any Law, (ii) the Remediation of any Environmental Condition under applicable Environmental Laws, (iii) obligations with respect to Imbalances, (iv) obligations to pay Working Interests, royalties, overriding royalties or other interest owners revenues or proceeds attributable to sales of Hydrocarbons relating to the Assets, including those held in suspense, (v) obligations to pay any Taxes other than Property Taxes or (vi) any of Ownersthe Retained Obligations. Notwithstanding anything in this Agreement to the contrary, Target, Seller shall remain responsible for (and Buyer shall have no responsibility for nor shall the Purchase Price be adjusted upward for) any amounts paid by or their respective Affiliates pay monies for expenses on behalf of Seller from and after the Effective Time in connection with curing or obligations that are the obligation of the other Partyattempting to cure and/or Remediate, as applicable, any Title Defect, Environmental Defect, breach or purported breach of this Agreement by Seller or any Retained Obligation. Subject to, and without limitation of, the other terms and conditions set forth in accordance with this Agreement, after the Closing, each Party shall be entitled to participate in all joint interest audits and other audits of Operating Expenses for which such Party is entirely or in part responsible under the terms of this Section 2.09, then such other Party shall, within 5 Business Days after the end of the month in which the applicable invoice and proof of payment of such invoice were received by such other Party, reimburse the Party that paid such amounts2.3.

Revenues and Expenses. For purposes of determining the amount of the adjustments to the Base Purchase Price provided for in Section 8.11, the principles set forth in this Section 8.10 shall apply except as expressly provided otherwise in this Agreement. Subject to the preceding sentence: (a) Sellers are Seller shall remain entitled to all earned incomeof the rights of ownership (including the right to all gathering fees, transportation fees, production, proceeds of production, proceeds from sales of helium and other receivables of Target substances, and other proceeds, if any) and shall remain responsible for all Property Costs, in each case attributable to the Transferred Interests, including all rights to production and proceeds from production, in each case, to Purchased Assets for the extent the same are earned prior to the Effective Time or (in the case period of proceeds of production) relate to Hydrocarbons in storage as of the Effective Time (provided that Buyer has not purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above). Sellers are responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred time prior to the Effective Time, and for payment of all Disallowed Expenses. (b) Except for subject to the proceeds attributable to Hydrocarbon production in storage as occurrence of the Effective Time (unless Buyer has purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above)Closing, Buyer is shall be entitled to all earned incomeof the rights of ownership (including the right to all gathering fees, transportation fees, production, proceeds of production, proceeds from sales of helium and other receivables of Target substances, and other proceeds, if any) attributable to the Transferred Interests, including all rights to production and proceeds from production, in each case, to Purchased Assets for the extent the same are earned or attributable to Hydrocarbons produced during periods period of time from and after the Effective Time, or (in the case of proceeds of production) relate to Hydrocarbons in storage as of the Effective Time that Buyer has purchased pursuant to Section 2.04(a)(i) above. Buyer is and shall be responsible for payment of all Operating Expenses of Target Property Costs attributable to the Transferred Interests, to Purchased Assets for the extent the same are incurred period of time from and after the Effective Time and are not Disallowed Expenses. (c) Time. Such amounts that are received or paid prior to Closing shall be accounted for in the Closing Date Statement Preliminary Settlement Statement. If after Closing, if not otherwise accounted for in the Preliminary Settlement Statement; (i) Seller receives an invoice for any Property Cost for which Buyer is responsible, Seller shall promptly remit such invoice to Buyer for payment, and Buyer shall promptly pay such invoice; (ii) Seller receives any revenues to which Buyer is entitled, Seller shall promptly remit such revenues to Buyer; (iii) Buyer receives an invoice for any Property Cost for which Seller is responsible, Buyer shall promptly remit such invoice to Seller for payment and Seller shall promptly pay such invoice; and (iv) Buyer receives any revenues to which Seller is entitled, Buyer shall promptly remit such revenues to Seller. For the avoidance of doubt, the date an item or Final work is ordered is not the date of a transaction for settlement purposes in the Preliminary Settlement Statement, as applicable. Such amounts that are received or paid after Closing , but prior rather the date on which the item ordered is delivered to the job site, or the date of on which the Final Settlement Statement shall be accounted for in work ordered is performed, is the Final Settlement Statement. relevant date (d) i.e., on an accrual basis). For purposes of allocating production (and accounts receivable with respect thereto), under this Section 2.098.10, (A) liquid Hydrocarbons and all products derived therefrom shall be deemed to be “from or attributable to” the determination Xxxxx when they pass into the storage facilities or pipeline attached to the applicable Well, (B) gaseous Hydrocarbons and helium and all other products derived therefrom shall be deemed to be “from or attributable to” the Well when they pass through the delivery point sales meters or similar meters at the entry point into the pipelines through which they are transported from such Well, (C) environmental credits for carbon dioxide or other gases injected into Xxxxx shall be deemed to be “from or attributable to” the injection Xxxxx when such carbon dioxide or other gases pass through the meter at the entry point to the injection Xxxxx, (D) proceeds from the gathering, transportation, processing, tolling, storage, and marketing of whether an Operating Expense liquid or gaseous Hydrocarbons, helium, or other products derived therefrom and belonging to customers (that is, Persons other than Seller) shall be deemed to be “from or attributable to” the applicable Purchased Asset(s) at the first entry point or meter into a Purchased Asset (for which the applicable fee or percentage of proceeds payment is being assessed), (E) access fees and bonuses attributable to achievement of specific events or milestones shall be “from and attributable to” the applicable Purchased Asset(s) on the date such event or milestone was achieved; and (F) surface use or damage fees, insurance premiums (and refunds thereof), deficiency payments for any minimum volume commitment or minimum volume obligation (and any refunds thereof) and other Property Costs that are paid periodically but not capable of attribution to specific days or other periods of time shall be prorated (and deemed incurred ratably) based on the number of days in the applicable period falling before, or on or after the Effective Time shall be based on when the applicable service was rendered, when the applicable good was delivered or when the applicable work was performed. For clarificationafter, the date on which a servicethe Effective Time occurs. “Earned” and “incurred”, good or work is ordered or invoiced shall not be the date the applicable Operating Expense was incurred for settlement purposes; the date on which an Operating Expense is incurred for settlement purposes as used in this Agreement, shall be the date on which the applicable service was rendered, the applicable good was delivered or the applicable work was performedinterpreted in accordance with GAAP, as applicable. (e) Following applied by Seller in the Final Settlement Dateordinary course of business consistent with past practice, should (i) any of Owners, Target, Buyer or their respective Affiliates receive monies belonging subject to the other Party, as applicable, in accordance with provisions of this Section 2.09, then such amount shall, within 5 Business Days after the end 8.10. Seller shall utilize reasonable interpolative procedures to arrive at an allocation of the month in which such amounts were received, be paid over to the proper Party, production when exact meter readings (including gas production meters or sales meters) or gauging and (ii) any of Owners, Target, Buyer or their respective Affiliates pay monies for expenses or obligations that are the obligation of the other Party, as applicable, in accordance with this Section 2.09, then such other Party shall, within 5 Business Days after the end of the month in which the applicable invoice and proof of payment of such invoice were received by such other Party, reimburse the Party that paid such amountsstrapping data is not available.

Revenues and Expenses. (a) Sellers are Except to the extent otherwise taken into account in connection with adjustments to the Closing Cash Contribution under Article 3, EXCO shall be entitled to all earned income, proceeds and other receivables of Target and the rights of ownership attributable to the Transferred InterestsMidstream Companies (including, including without limitation, the right to all rights gas purchased for resale, drip fees, compression fees, transportation fees, gathering fees and other proceeds) and shall be responsible for all Operating Expenses (and entitled to production and proceeds from productionany refunds with respect thereto), in each case, to the extent the same are earned case for any period of time prior to the Effective Time or (as if EXCO held the Subject Assets directly. Except to the extent otherwise taken into account in connection with adjustments to the case of proceeds of production) relate Closing Cash Contribution under Article 3, and subject to Hydrocarbons in storage as the occurrence of the Effective Time Closing, the Midstream Companies shall be entitled to all of the rights of ownership attributable to the Midstream Companies (provided that Buyer has not including, without limitation, the right to all gas purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) abovefor resale, drip fees, compression fees, transportation fees, gathering fees and other proceeds). Sellers are , and shall be responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred prior to the Effective Time, (and for payment of all Disallowed Expenses. (b) Except for the proceeds attributable to Hydrocarbon production in storage as of the Effective Time (unless Buyer has purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above), Buyer is entitled to all earned income, proceeds and other receivables of Target and attributable to the Transferred Interests, including all rights to production and proceeds from productionany refunds with respect thereto), in each case, to case for the extent the same are earned or attributable to Hydrocarbons produced during periods period of time from and after the Effective Time, . All Operating Expenses in each case that are: (i) incurred with respect to operations conducted or (in production delivered to the case of proceeds of production) relate Systems prior to Hydrocarbons in storage as of the Effective Time that Buyer has purchased pursuant shall be paid by or allocated to Section 2.04(a)(iEXCO and (ii) above. Buyer is responsible for payment of all Operating Expenses of Target attributable incurred with respect to operations conducted or production delivered to the Transferred Interests, to the extent the same are incurred Systems from and after the Effective Time and are not Disallowed Expensesshall be paid by or allocated to the Midstream Companies. (cb) Such amounts that are Each Midstream Company will pay to EXCO any and all revenues and other proceeds attributable to the rights of ownership of the Subject Assets received or paid prior after Closing by such Midstream Company (to Closing shall be the extent not accounted for in the Closing Date Preliminary Settlement Statement or the Final Settlement Statement, as applicable. Such amounts ) that are received or paid after Closing but attributable to the Subject Assets prior to the date Effective Time. Subject to the occurrence of Closing, EXCO will pay to the Midstream Companies any and all revenues and other proceeds attributable to the rights of ownership of the Final Settlement Statement shall be Subject Assets received after Closing by EXCO (to the extent not accounted for in the Preliminary Settlement Statement or the Final Settlement Statement. (d) For purposes of this Section 2.09, that are attributable to the determination of whether an Operating Expense was incurred before, Subject Assets on or and after the Effective Time Time. The Party responsible for the payment of amounts received shall be based on when the applicable service was rendered, when the applicable good was delivered or when the applicable work was performed. For clarification, the date on which a service, good or work is ordered or invoiced shall not be the date the applicable Operating Expense was incurred for settlement purposes; the date on which an Operating Expense is incurred for settlement purposes shall be the date on which the applicable service was rendered, the applicable good was delivered or the applicable work was performed, as applicable. (e) Following the Final Settlement Date, should (i) any of Owners, Target, Buyer or their respective Affiliates receive monies belonging to reimburse the other Party, as applicable, in accordance with this Section 2.09, then such amount shall, Party within 5 Business Days after the end of the month in which such amounts were receivedreceived by the Party responsible for payment and, be paid over to the proper Partyextent paid, such amounts shall not be taken into account for purposes of the Final Settlement Statement. Notwithstanding the foregoing, this Section 2.4(b) shall not apply to amounts received prior to Closing if such amounts are included, in whole or in part, in the Preliminary Settlement Statement. Such amounts (to the extent the same differ from estimates in the Preliminary Settlement Statement) will not be accounted for in the Final Settlement Statement to the extent accounted for by the Parties pursuant to this Section 2.4(b) prior to the date of the Final Settlement Statement. (c) EXCO will reimburse each Midstream Company for any and (ii) any of Owners, Target, Buyer or their respective Affiliates pay monies for expenses or obligations all Operating Expenses that are paid after Closing by such Midstream Company (to the obligation extent not accounted for the Preliminary Settlement Statement or the Final Settlement Statement) and that are attributable to the Subject Assets prior to the Effective Time. The Midstream Companies will reimburse EXCO for any and all Operating Expenses that are paid after Closing by EXCO (to the extent not accounted for the Preliminary Settlement Statement or the Final Settlement Statement) and that are attributable to the Subject Assets prior to the Effective Time. The Party responsible for the payment of such costs and expenses shall reimburse the other Party, as applicable, in accordance with this Section 2.09, then such other Party shall, within 5 Business Days after the end of the month in which the applicable invoice and proof of payment of such invoice were received by such other Party, reimburse the Party that responsible for payment and, to the extent paid, such amounts shall not be taken into account for purposes of the Final Settlement Statement. Notwithstanding the foregoing, this Section 2.4(c) shall not apply to amounts paid prior to Closing if such amountsamounts are included, in whole or in part, in the Preliminary Settlement Statement. Such amounts (to the extent the same differ from the estimates in the Preliminary Settlement Statement) will not be accounted for in the Final Settlement Statement to the extent accounted for by the Parties pursuant to this Section 2.4(c) prior to the date of the Final Settlement Statement. (d) Each of EXCO and the Midstream Companies shall be permitted to offset any Operating Expenses owed by it to the other pursuant to this Section 2.4 against revenues owing by the other to it pursuant to this Section 2.4, but not otherwise, provided a detailed description of all such Operating Expenses and revenues and showing the calculation of the net amount is provided with the applicable payment or statement. (e) After Closing, each of EXCO and the Midstream Companies shall be entitled to participate in all audits of Operating Expenses for which it is entirely or in part responsible under the terms of this Section 2.4.

Revenues and Expenses. To the extent any of the following have not been accounted for pursuant to Section 2 or Section 4 of this Agreement: (a) Sellers are Seller shall be: (i) entitled to all earned income, proceeds operating revenues (and other receivables of Target and related accounts receivable) realized by or attributable to WAPCO, and (ii) responsible for the Transferred Interestspayment of all liabilities, costs and expenses (and related accounts payable), including all rights the payment of Taxes when due and owing, incurred by or attributable to production and proceeds from productionWAPCO, in each case, case to the extent the same foregoing are earned prior to the Effective Time or (in the case of proceeds of production) relate to Hydrocarbons in storage as of the Effective Time (provided that Buyer has not purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above). Sellers are responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred prior to the Effective Time. WAPCO shall, either before or after the Effective Time, make such distributions and assignments as may be necessary or appropriate to give real economic effect to allocations of operating revenues and accounts receivable, net of the allocation of liabilities, costs and expenses contemplated by the first sentence of this Section 3(a). Buyer shall be: (y) entitled to all operating revenues (and related accounts receivable) realized by or attributable to WAPCO, and (z) responsible for the payment of all Disallowed Expensesliabilities, costs and expenses (and related accounts payable), including the payment of Taxes, incurred by or attributable to WAPCO, in each case to the extent the foregoing are earned or incurred after the Effective Time. (b) Except Notwithstanding the generality of Section 3(a), the following provisions shall be applicable to expenses relating to TAPS settlement methodology adjustments. In accordance with Section II-2 (f)(ii) of the Tariff Settlement Methodology ("TSM") Agreement, Alyeska will reallocate actual operating costs among all TAPS Owners on a barrel-mile basis and distribute during the first quarter of a year any overpayments or underpayments collected for the proceeds attributable to Hydrocarbon production in storage as of the Effective Time (unless Buyer has purchased such Hydrocarbons in storage pursuant to Section 2.04(a)(i) above), Buyer is entitled to all earned income, proceeds and other receivables of Target and attributable prior year to the Transferred Interestsappropriate carrier. For the time period from January 1, including all rights to production and proceeds from production, in each case, to the extent the same are earned or attributable to Hydrocarbons produced during periods from and after 2003 through the Effective Time, Seller will be responsible for any underpayments due to Alyeska, and Buyer will pay to Seller the disbursement collected for any overpayment for the same time period. The amounts due to or (payable by Seller shall be determined as the difference between WAPCO's percentage barrel-mile share of the total TAPS barrel-mile throughputs and WAPCO's composite TAPS ownership percentage of 3.0845% in the case Pipeline and Terminal Tankage for the time period of proceeds of production) relate January 1, 2003 to Hydrocarbons in storage as of the Effective Time that Buyer has purchased pursuant to Time, times the total TSM costs and allowances for the year as defined by the above TSM Section 2.04(a)(i) above. Buyer is responsible for payment of all Operating Expenses of Target attributable to the Transferred Interests, to the extent the same are incurred from and after the Effective Time and are not Disallowed ExpensesII-2 (f)(ii). (c) Such amounts that are received or paid prior Any payments to Closing be made to Seller by Buyer in connection with Section 3 shall be accounted for made within ten (10) days of Buyer's receipt of the revenues described therein. Except as otherwise provided in the Closing Date Statement or Final Settlement StatementSection 3(b), as applicable. Such amounts that are received or paid after Closing but prior to the date of extent that a Party receives any funds to which the Final Settlement Statement shall be accounted for in the Final Settlement Statement. (d) For purposes of this Section 2.09other Party is entitled, the determination Party receiving such funds shall deliver the funds to the other Party within five (5) Business Days after actual receipt of whether an Operating Expense was incurred before, on such funds. If any Party pays any cost or after the Effective Time shall be based on when the applicable service was rendered, when the applicable good was delivered expense (or when the applicable work was performed. For clarification, the date on which a service, good or work related account payable) that is ordered or invoiced shall not be the date the applicable Operating Expense was incurred for settlement purposes; the date on which an Operating Expense is incurred for settlement purposes shall be the date on which the applicable service was rendered, the applicable good was delivered or the applicable work was performed, as applicable. (e) Following the Final Settlement Date, should (i) any of Owners, Target, Buyer or their respective Affiliates receive monies belonging to properly borne by the other Party, as applicable, in accordance with this Section 2.09, then the Party responsible for such amount shall, within 5 Business Days after the end of the month in which such amounts were received, be paid over to the proper Party, and cost or expense (iior related account payable) any of Owners, Target, Buyer or their respective Affiliates pay monies for expenses or obligations that are the obligation of the other Party, as applicable, in accordance with this Section 2.09, then such other Party shall, within 5 Business Days after the end of the month in which the applicable invoice and proof of payment of such invoice were received by such other Party, shall promptly reimburse the Party that paid who made such amountspayment. The obligations of the parties under this Section 3(c) shall be performed without any right of setoff, except as specifically described in Section 3(b).