Common use of Revenues and Expenses Clause in Contracts

Revenues and Expenses. (a) Except as expressly provided otherwise in Section 7.1 or otherwise in this Agreement, Contributor or its applicable Affiliate shall remain entitled to all of the rights of ownership (including the right to all proceeds) and shall remain responsible for all Operating Expenses, in each case attributable to the Gathering and Compression Assets for the period of time prior to the Effective Time. Except as expressly provided otherwise in Section 7.1, NewCo shall be entitled to all of the rights of ownership (including the right to all proceeds), and shall be responsible for all Operating Expenses, in each case attributable to the Gathering and Compression Assets from and after the Effective Time. (b) If any Party (or NewCo) receives monies that, in accordance with the principles set forth in Section 2.4(a), belong to the other Party (or NewCo), then the receiving party shall, within 30 days after the end of the month in which such amounts were received, pay such amounts to the proper party. If any Party (or NewCo) pays monies for Operating Expenses which are the obligation of the other Party (or NewCo), then such other Party (or NewCo, as applicable) shall, within 30 days after the end of the month in which the applicable invoice and proof of payment of such invoice were received, reimburse the party that paid such Operating Expenses. If a Party (or NewCo) receives an invoice of an expense or obligation which is owed by the other Party (or NewCo), such party receiving the invoice shall promptly forward such invoice to the party obligated to pay the same. If an invoice or other evidence of an obligation is received by a Party (or NewCo), which is partially an obligation of both Contributor and NewCo, then the Parties and NewCo shall consult among themselves, and each shall promptly pay its portion of such obligation to the obligee. (c) Each of Contributor, Antero Midstream and NewCo shall be permitted to offset any Operating Expenses owed by such party to any other party pursuant to this Section 2.4 against revenues owing by that party to the first party pursuant to this Section 2.4, but not otherwise.

Revenues and Expenses. (a) Except as expressly provided otherwise in Section 7.1 or otherwise in this Agreement, Contributor or its applicable Affiliate Seller shall remain be entitled to all revenue, production, proceeds of production and other proceeds attributable to the rights of ownership (including the right to all proceeds) Company Assets, and shall remain responsible for all Company Operating Expenses, in each case case, attributable to the Gathering and Compression Assets for the period of time prior to the Effective Time. Except as expressly provided otherwise in Section 7.1Subject to the occurrence of Closing, NewCo Purchaser and the Companies shall be entitled to all revenue, production, proceeds of production and other proceeds attributable to the rights of ownership (including the right to all proceeds)Company Assets, and shall be responsible for all Company Operating Expenses, in each case attributable to the Gathering and Compression Assets case, from and after the Effective Time. All Company Operating Expenses that are: (i) incurred prior to the Effective Time with respect to operations conducted or production prior to the Effective Time shall be paid by or allocated to Seller and (ii) incurred after the Effective Time with respect to operations conducted or production from and after the Effective Time shall be paid by or allocated to Purchaser or the applicable Company. (b) If Such amounts that are received or paid during the period from the Effective Time up to Closing shall be accounted for in the Closing Settlement Statement or Post-Closing Statement, as applicable. Such amounts that are received or paid after Closing but prior to the date of the Post-Closing Statement shall be accounted for in the Post-Closing Statement. If, after the Parties’ agreement (or deemed agreement) upon the Post-Closing Statement, and subject to Section 1.4(c), (i) any Party or its Affiliates receives monies belonging to any other Party, including proceeds of production, then such Party shall pay (or NewCocause to be paid) receives monies that, in accordance with the principles set forth in Section 2.4(a), belong such amount to the other proper Party within ten (or NewCo), then the receiving party shall, within 30 days 10) Business Days after the end of the month in which such amounts were received, pay such amounts to the proper party. If (ii) any Party (or NewCo) its Affiliates pays monies for Company Operating Expenses which are the obligation of the any other Party (or NewCo)hereto, then such other Party (or NewCo, as applicable) shall, within 30 days ten (10) Business Days after the end of the month in which the applicable invoice and proof of payment of such invoice were received, reimburse the party that Party or its Affiliates which paid such Company Operating Expenses. If , (iii) a Party (or NewCo) its Affiliates receives an invoice of an expense or obligation (excluding, for the avoidance of doubt, any expense or obligation related to Asset Taxes, Income Taxes or Transfer Taxes) which is owed by the any other Party (or NewCo)Party, such party Party receiving the invoice shall promptly forward (or cause to be forwarded) such invoice to the party Party obligated to pay the same. If , and (iv) an invoice or other evidence of an obligation (excluding, for the avoidance of doubt, any obligation related to Asset Taxes, Income Taxes or Transfer Taxes) is received by a Party (or NewCo)its Affiliates, which is partially an obligation of both Contributor Seller and NewCoPurchaser, then the applicable Parties and NewCo shall consult among themselveswith each other, and each shall promptly pay its portion of such obligation to the obligee. After Closing, each Party shall be entitled to participate in all joint interest audits and other audits of Company Operating Expenses for which such Party is entirely or in part responsible under the terms of this Section 1.4(b). (c) Each Subject to matters for which a Party has an indemnity obligation pursuant to Article 11 and subject to the remainder of Contributorthis Section 1.4(c), Antero Midstream and NewCo there shall be permitted no adjustment for, or obligation to offset pay, any revenues, proceeds, or Company Operating Expenses owed by between the Parties following the twelve (12) month anniversary of the Closing Date (the “Cut-Off Date”). For the avoidance of doubt and subject to Section 11.2(b), the Parties agree that from and after the Cut-Off Date, Purchaser shall be responsible for all Company Operating Expenses and shall be entitled to all proceeds, in each case, related to the Companies or the Company Assets, regardless of when such party Company Operating Expenses were incurred or paid or when such proceeds of production were earned or received, subject to the following sentence. Notwithstanding anything in this Section 1.4 to the contrary but subject to Section 11.2(b), from and after the Cut-Off Date, Seller shall not be responsible for, or otherwise required to pay, any Company Operating Expenses, and shall not be entitled to any other party pursuant to this Section 2.4 against revenues owing by that party proceeds, in each case, related to the first party pursuant Companies or the Company Assets, regardless of when such Company Operating Expenses were incurred or paid or when such proceeds of production were earned or received, except with respect to this Section 2.4any credit or proceeds or similar remuneration associated with the release or termination (in whole or in part) of any bond, but not otherwiseletter of credit, surety agreement and similar agreement, guarantees or other item of credit support, in each case, to the extent such bond, letter of credit, surety agreement or similar agreement, guarantee or other item of credit support was held by or attributable to any applicable Company as of immediately prior to Closing, which such credit or proceeds or remuneration shall promptly be forwarded from the applicable Company or Purchaser or its Affiliates to Seller or its designee irrespective of the date of receipt.

Revenues and Expenses. (a) Except as expressly provided to the extent otherwise taken into account in Section 7.1 or otherwise in this Agreementconnection with adjustments to the Closing Cash Consideration under Article III, Contributor or its applicable Affiliate Seller shall remain entitled to all of the rights of ownership (including including, without limitation, the right to all production, proceeds of production and other proceeds) and shall remain responsible for all Operating ExpensesExpenses (and entitled to any refunds with respect thereto), in each case attributable to the Gathering and Compression Assets Conveyed Interests for the period of time prior to the Effective Time. Except to the extent otherwise taken into account in connection with adjustments to the Closing Cash Consideration under Article III, or as expressly otherwise provided otherwise in Section 7.1the last sentence of this Section, NewCo and subject to the occurrence of the Closing, Buyer shall be entitled to all of the rights of ownership (including including, without limitation, the right to all production, proceeds of production, and other proceeds), and shall be responsible for all Operating ExpensesExpenses (and entitled to any refunds with respect thereto), in each case case, attributable to the Gathering and Compression Assets Conveyed Interests for the period of 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 production prior to the Effective Time shall be paid by or allocated to Seller and (ii) incurred with respect to operations conducted or production from and after the Effective Time shall be paid by or allocated to Buyer. Notwithstanding the other terms of this Section 2.3, Seller shall remain responsible for all Technical Services Costs (and entitled to any refunds with respect thereto) attributable to the Conveyed Interests for the period of time from and after the Effective Time and prior to the Closing Date, and subject to the terms of the Joint Development Agreement, for any period of time, following the Closing Date, after EOC ceases to serve as “Joint Development Operator” under the Joint Development Agreement or undergoes a change in Control of its ultimate parent entity. (b) If Buyer will pay to Seller any and all revenues and other proceeds attributable to the rights of ownership of the Conveyed Interests received after Closing by Buyer (to the extent not accounted for in the Preliminary Settlement Statement or the Final Settlement Statement) that are attributable to the Conveyed Interests prior to the Effective Time. Subject to the occurrence of Closing, Seller will pay to Buyer any and all revenues and other proceeds attributable to the rights of ownership of the Conveyed Interests received after Closing by Seller (to the extent not accounted for in the Preliminary Settlement Statement or the Final Settlement Statement) that are attributable to the Conveyed Interests on and after the Effective Time. The Party (or NewCo) receives monies that, in accordance with responsible for the principles set forth in Section 2.4(a), belong to payment of amounts received shall reimburse the other Party (or NewCo), then the receiving party shall, within 30 days 5 Business Days after the end of the month in which such amounts were receivedreceived by the Party responsible for payment and, pay to the extent paid, such amounts shall not be taken into account for purposes of the Final Settlement Statement. Notwithstanding the foregoing, this Section 2.3(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 proper party. If extent the same differ from estimates in the Preliminary Settlement Statement) will be accounted for in the Final Settlement Statement to the extent accounted for by the Parties pursuant to this Section 2.3(b) prior to the date of the Final Settlement Statement. (c) Seller will reimburse Buyer for any Party (or NewCo) pays monies for and all Operating Expenses which that are paid after Closing by Buyer (to the obligation extent not accounted for in the Preliminary Settlement Statement or the Final Settlement Statement) and that are attributable to the Conveyed Interests prior to the Effective Time. Buyer will reimburse Seller for any and all Operating Expenses that are paid after Closing by Seller (to the extent not accounted for in the Preliminary Settlement Statement or the Final Settlement Statement) and that are attributable to the Conveyed Interests on and after the Effective Time, excluding Technical Services Costs attributable to the Conveyed Interests for the period of time on and after the Effective Time and prior to the Closing Date, and subject to the terms of the Joint Development Agreement, for any period of time, following the Closing Date, after EOC ceases to serve as “Joint Development Operator” under the Joint Development Agreement or undergoes a change in Control of its ultimate parent entity. The Party responsible for the payment of such costs and expenses shall reimburse the other Party (or NewCo), then such other Party (or NewCo, as applicable) shall, within 30 days 5 Business Days after the end of the month in which the applicable invoice and proof of payment of such invoice were received, reimburse the party that paid such Operating Expenses. If a Party (or NewCo) receives an invoice of an expense or obligation which is owed received by the other Party (or NewCo)responsible for payment and, to the extent paid, such party receiving amounts shall not be taken into account for purposes of the invoice Final Settlement Statement. Notwithstanding the foregoing, this Section 2.3(c) shall promptly forward not apply to amounts paid prior to Closing if such invoice amounts are included, in whole or in part, in the Preliminary Settlement Statement. Such amounts (to the party obligated extent the same differ from the estimates in the Preliminary Settlement Statement) will be accounted for in the Final Settlement Statement to pay the same. If an invoice or other evidence of an obligation is received extent accounted for by a Party (or NewCo), which is partially an obligation of both Contributor and NewCo, then the Parties and NewCo shall consult among themselves, and each shall promptly pay its portion of such obligation pursuant to this Section 2.3(c) prior to the obligeedate of the Final Settlement Statement. (cd) Each of Contributor, Antero Midstream Seller and NewCo Buyer shall be permitted to offset any Operating Expenses owed by such party Party to any the other party Party pursuant to this Section 2.4 2.3 against revenues owing by that party such Party to the first party such other Party pursuant to this Section 2.42.3, 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 Party shall be entitled to participate in all joint interest audits and other audits of Operating Costs for which such Party is entirely or in part responsible under the terms of this Section 2.3.

Revenues and Expenses. (a) Except as expressly provided otherwise in Section 7.1 or otherwise in this Agreement, Contributor or its applicable Affiliate shall remain entitled to all of the rights of ownership (including the right to all proceeds) and shall remain responsible for all Operating Expenses, in each case attributable to the Gathering and Compression Assets for the period of time prior to the Effective Time. Except as expressly provided otherwise in Section 7.1, NewCo Antero Midstream shall be entitled to all of the rights of ownership (including the right to all proceeds), and shall be responsible for all Operating Expenses, in each case attributable to the Gathering and Compression Assets from and after the Effective Time. (b) If any Party (or NewCo) receives monies that, in accordance with the principles set forth in Section 2.4(a), belong to the other Party (or NewCo)Party, then the receiving party Party shall, within 30 days after the end of the month in which such amounts were received, pay such amounts to the proper partyParty. If any Party (or NewCo) pays monies for Operating Expenses which are the obligation of the other Party (or NewCo)hereto, then such other Party (or NewCo, as applicable) shall, within 30 days after the end of the month in which the applicable invoice and proof of payment of such invoice were received, reimburse the party Party that paid such Operating Expenses. If a Party (or NewCo) receives an invoice of an expense or obligation which is owed by the other Party (or NewCo)Party, such party Party receiving the invoice shall promptly forward such invoice to the party Party obligated to pay the same. If an invoice or other evidence of an obligation is received by a Party (or NewCo)Party, which is partially an obligation of both Contributor and NewCoAntero Midstream, then the Parties and NewCo shall consult among themselveswith each other, and each shall promptly pay its portion of such obligation to the obligee. (c) Each of Contributor, Contributor and Antero Midstream and NewCo shall be permitted to offset any Operating Expenses owed by such party Party to any the other party Party pursuant to this Section 2.4 against revenues owing by that party the second Party to the first party Party pursuant to this Section 2.4, but not otherwise.

Revenues and Expenses. (a) Except as expressly provided otherwise in Each Seller shall be (i) subject to the first sentence of Section 7.1 or otherwise in this Agreement2.5(b), Contributor or its applicable Affiliate shall remain entitled to all revenues (and related accounts receivable) attributable to the Subsidiary Company of that Seller and (ii) responsible for the rights payment of ownership all expenses (and related accounts payable), including the right payment of ad valorem taxes, attributable to all proceeds) and shall remain responsible for all Operating Expensesthe Assets owned by its respective Subsidiary Company, in each case attributable to the Gathering and Compression Assets for extent the foregoing relate to the period of time prior to the Effective Time. Except as expressly provided otherwise in Section 7.1, NewCo Buyer shall be (i) entitled to all revenues (and related accounts receivable) attributable to the Companies, and (ii) subject to Article 8 hereof, responsible for the payment of the rights of ownership all expenses (and related accounts payable), including the right payment of ad valorem taxes, attributable to all proceeds), and shall be responsible for all Operating Expensesthe Companies, in each case attributable to the Gathering and Compression Assets from extent the foregoing relate to the period of time occurring on and after the Effective Time. (b) Within 45 days after Closing, the Sellers shall provide a written notice to Buyer of all uncollected revenues (and related accounts receivable) attributable to the Companies for the period prior to the Effective Time. To the extent that Buyer receives any funds identified in such notice, Buyer shall promptly deliver such funds to the Sellers. To the extent that the Sellers receive any funds to which Buyer is entitled pursuant to Section 2.5(a), the Sellers shall promptly deliver such funds to Buyer. If either Party pays any Party expense (or NewCorelated account payable) receives monies that, in accordance with the principles set forth in Section 2.4(a), belong to the other Party (or NewCo), then the receiving party shall, within 30 days after the end of the month in which such amounts were received, pay such amounts to the proper party. If any Party (or NewCo) pays monies for Operating Expenses which are the obligation of the other Party (or NewCo), then such other Party (or NewCo, as applicable) shall, within 30 days after the end of the month in which the applicable invoice and proof of payment of such invoice were received, reimburse the party that paid such Operating Expenses. If a Party (or NewCo) receives an invoice of an expense or obligation which is owed properly borne by the other Party pursuant to Section 2.5(a), the Party responsible for such expense (or NewCo), such party receiving the invoice related account payable) pursuant to Section 2.5(a) shall promptly forward reimburse the Party who made such invoice to payment. The obligations of Buyer and the party obligated to pay the same. If an invoice or other evidence of an obligation is received by a Party (or NewCo), which is partially an obligation of both Contributor and NewCo, then the Parties and NewCo shall consult among themselves, and each shall promptly pay its portion of such obligation to the obligee. (c) Each of Contributor, Antero Midstream and NewCo Sellers hereunder shall be permitted to offset performed without any Operating Expenses owed by such party to any other party pursuant to this Section 2.4 against revenues owing by that party to the first party pursuant to this Section 2.4, but not otherwiseright of setoff.

Revenues and Expenses. (a) Except as expressly provided otherwise in Section 7.1 or otherwise in this Agreementherein, Contributor or its applicable Affiliate Seller shall remain entitled to all of the rights of ownership (including the right to all proceeds) and shall remain responsible (by payment, through the adjustments to the Closing Payment hereunder or otherwise) for all Operating Property Expenses and Capital Expenses, in each case attributable to the Gathering and Compression Assets for the period of time prior to the Effective Time. Except as expressly provided otherwise in Section 7.1this Agreement, NewCo and subject to the occurrence of the Closing, Buyer shall be entitled to all of the rights of ownership (including the right to all proceeds), and shall be responsible (by payment, through the adjustments to the Closing Payment hereunder or otherwise) for all Operating Property Expenses and Capital Expenses, in each case case, attributable to the Gathering and Compression Assets from for the period of time on and after the Effective Time. All Property Expenses and/or Capital Expenses attributable to the Assets, in each case that are: (i) incurred with respect to operations conducted prior to the Effective Time shall be paid by or allocated to Seller and (ii) incurred with respect to operations conducted on and after the Effective Time shall be paid by or allocated to Buyer. Such amounts that are received or paid prior to Closing shall be accounted for in the Preliminary Settlement Statement and Final Settlement Statement. 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. (b) If Subject to Section 2.11(c), if, after the Parties’ agreement, or after receipt of a final decision of the Accounting Referee (as applicable), upon all items in the Final Settlement Statement, (i) any Party (or NewCo) receives monies that, in accordance with the principles set forth in Section 2.4(a), belong belonging to the other Party (or NewCo)another Party, then the receiving party such amount shall, within 30 days five Business Days after the end of the month in which such amounts were amount was received, pay such amounts be paid over to the proper party. If Party, (ii) any Party (or NewCo) pays monies for Operating Property Expenses which and/or Capital Expenses that are the obligation of the other Party (or NewCo)another Party, then such other Party (or NewCo, as applicable) shall, within 30 days five Business Days after the end of the month in which the applicable invoice and proof of payment of such invoice were received, reimburse the party Party that paid such Operating Property Expenses and/or Capital Expenses. If , (iii) a Party (or NewCo) receives an invoice of an expense a Property Expense or obligation which a Capital Expense that is owed by the other Party (or NewCo)another Party, such party Party receiving the invoice shall promptly forward such invoice to the party Party obligated to pay the same. If , and (iv) an invoice or other evidence of an obligation a Property Expense or a Capital Expense is received by a Party (or NewCo)Party, which is partially an obligation of both Contributor Seller and NewCoBuyer, then the Parties and NewCo shall consult among themselveswith each other, and each Party shall promptly pay its portion of such obligation to the obligee. (c) Each of Contributor, Antero Midstream Seller and NewCo Buyer shall be permitted to offset any Operating Property Expenses and/or Capital Expenses owed by such party Party to any the other party Party pursuant to this Section 2.4 2.11 against revenues owing to such Party by that party to the first party such other Party pursuant to this Section 2.42.11, but not otherwise.

Revenues and Expenses. (a) Except as expressly provided otherwise in Subject to the last sentence of this Section 7.1 or otherwise in this Agreement2.6(a), Contributor or its applicable Affiliate Seller shall remain be entitled to all of the rights of ownership attributable to the Assets (including the right to all production, proceeds of production and other proceeds) and shall remain responsible for all Operating Expenses, in each case attributable to the Gathering and Compression Assets for the period of time prior to the Effective Time. Except as expressly provided otherwise set forth in Section 7.1this Agreement and subject to the provisions hereof and the occurrence of the Closing, NewCo Buyer shall be entitled to all of the rights of ownership attributable to the Assets (including the right to all production, proceeds of production and other proceeds), and shall be responsible for all Operating Expenses, in each case ) attributable to the Gathering and Compression Assets period from and after the Effective Time. Subject to the other provisions of this Agreement, (i) until the first (1st) anniversary of the Closing, all Operating Expenses that are incurred by Seller and attributable to the period prior to the Effective Time (such Operating Expenses, the “Pre-Effective Time Operating Expenses”), shall be paid by or allocated to Seller, as applicable and (ii) all other Operating Expenses shall be paid by or allocated to Buyer, as applicable. (b) If any If, after the delivery of the Final Settlement Statement pursuant to the provisions of Section 2.5, (i) either Party (or NewCo) receives monies that, in accordance with the principles set forth in Section 2.4(a), belong (including proceeds of production) belonging to the other Party (pursuant to Section 2.6(a) or NewCo)otherwise, then the receiving party such monies shall, within 30 days five (5) Business Days after the end of the month in which such amounts they were received, pay such amounts be paid over by the receiving Party to the proper party. If any owed Party, (ii) either Party (or NewCo) pays monies for Operating Expenses which that are the obligation of the other Party (pursuant to Section 2.6(a) or NewCo)otherwise, then such other the obligated Party (or NewCo, as applicable) shall, within 30 days five (5) Business Days after the end of the month in which the applicable invoice and proof of payment of such invoice were receivedare received by it, reimburse the party that paid such Operating Expenses. If a paying Party therefor, (or NewCoiii) either Party receives an invoice of an expense or obligation which that is owed by the other Party (pursuant to Section 2.6(a) or NewCo)otherwise, such party then the receiving the invoice Party shall promptly forward such invoice to the party obligated to pay the same. If Party and (iv) if an invoice of an expense or other evidence of an obligation is received by a either Party (or NewCo), which and is partially an the obligation of both Contributor and NewCoParties, then the Parties and NewCo shall consult among themselves, with each other and shall each shall promptly pay its portion of such obligation invoice to the obligee. (c) . Each of Contributor, Antero Midstream and NewCo Party shall be permitted to offset any Operating Expenses monies owed by such party it to any the other party Party pursuant to this Section 2.4 2.6 against revenues amounts owing by that party it to the first party such other Party pursuant to this Section 2.42.6, but not otherwise. (c) From and after the first (1st) anniversary of the Closing, Buyer shall be entitled to all of Seller’s right, title and interest in and to all claims, rights and causes of action, asserted or unasserted, known or unknown, including claims for refunds, in each case, with respect to the Pre-Effective Time Operating Expenses.

Revenues and Expenses. (a) For purposes of determining the amount of the adjustment to the Closing Cash Amount provided for in Section 3.3, the principles set forth in this Section 2.3 will apply. Except as expressly provided otherwise in Section 7.1 or otherwise in this Agreement, Contributor or its applicable Affiliate shall Seller will 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 ExpensesExpenses and other costs or expenses in connection with the Conveyed Interests, in each case attributable to the Gathering and Compression Assets Conveyed Interests for the period of time prior to the Effective Time. Except as expressly provided otherwise in Section 7.1this Agreement, NewCo shall and subject to the occurrence of the Closing, (i) Buyer will be entitled to all of the rights of ownership (including the right to all production, proceeds of production, and other proceeds), and shall be responsible for all Operating Expenses, in each case solely to the extent attributable to the Conveyed Interests beginning with the Effective Time and thereafter, and (ii) Seller will be entitled to all of the rights of ownership (including the right to all production, proceeds of production, and other proceeds), and shall be responsible for all Operating Expenses, in each case attributable to the Gathering interests that are retained by Seller in the properties and Compression Assets assets described in Section 2.1 from and which the Conveyed Interests are created. Such amounts which are received or paid prior to Closing will be accounted for in the Preliminary Settlement Statement or Final Settlement Statement, as applicable; provided, however, that the Preliminary Settlement Statement may contain estimated amounts. To the extent attributable to periods prior to the Closing Date, such amounts which are received or paid after Closing but prior to the Effective Timedate of the Final Settlement Statement will be accounted for in the Final Settlement Statement. (b) If any Party (or NewCo) receives monies that, Except for such amounts to be paid in accordance with the principles set forth accounting procedures of any Applicable Operating Agreement (as defined in Section 2.4(athe Development Agreement), belong after the Parties’ agreement upon the Final Settlement Statement: (i) if any Party receives monies belonging to the other Party (or NewCo)other, including proceeds of production, then such amount shall be paid over to the receiving party shall, proper Party within 30 days after the end of the month in which such amounts were received, pay such amounts to the proper party. If ; (ii) if any Party (or NewCo) pays monies for Operating Expenses which are the obligation of the other Party (or NewCo)hereto, then such other Party (or NewCo, as applicable) shall, within 30 days after the end of the month in which the applicable invoice and proof of payment of such invoice were received, reimburse the party that Party which paid such Operating Expenses. If ; (iii) if a Party (or NewCo) receives an invoice of an expense or obligation which is owed by the other Party (or NewCo)Party, such party Party receiving the invoice shall promptly forward such invoice to the party Party obligated to pay the same. If ; and (iv) if an invoice or other evidence of an obligation is received by a Party (or NewCo)Party, which is partially an obligation of both Contributor Seller and NewCoBuyer, then the Parties and NewCo shall consult among themselveswith each other, and each shall promptly pay its portion of such obligation to the obligee. (c) Each of Contributor, Antero Midstream Seller and NewCo shall Buyer will be permitted to offset any Operating Expenses owed by such party Party to any the other party Party pursuant to this Section 2.4 2.3 against revenues owing by that party the second Party to the first party Party pursuant to this Section 2.42.3, but not otherwise.

Revenues and Expenses. (a) Except as expressly provided otherwise in Seller shall be (i) subject to the first sentence of Section 7.1 or otherwise in this Agreement2.5(b), Contributor or its applicable Affiliate shall remain entitled to all revenues (and related accounts receivable) attributable to Black Marlin and (ii) subject to Section 2.2(i), responsible for the payment of the rights of ownership all expenses (and related accounts payable), including the right payment of ad valorem taxes, attributable to all proceeds) and shall remain responsible for all Operating ExpensesBlack Marlin, in each case attributable to the Gathering and Compression Assets for extent the foregoing relate to the period of time prior to the Effective Time. Except as expressly provided otherwise in Section 7.1, NewCo Buyer shall be (i) entitled to all revenues (and related accounts receivable) attributable to Black Marlin, and (ii) subject to Article 8 hereof, responsible for the payment of the rights of ownership all expenses (and related accounts payable), including the right payment of ad valorem taxes, attributable to all proceeds), and shall be responsible for all Operating ExpensesBlack Marlin, in each case attributable to the Gathering and Compression Assets from extent the foregoing relate to the period of time occurring on and after the Effective TimeClosing Date. (b) Within 45 days after Closing, Seller shall provide a written notice to Buyer of all uncollected revenues (and related accounts receivable) attributable to Black Marlin for the period prior to the Effective Time. To the extent that Buyer receives any funds identified in such notice, Buyer shall promptly deliver such funds to Seller. Buyer shall have no obligation to deliver any funds to Seller not identified in such notice. To the extent that Seller receives any funds to which Buyer is entitled pursuant to Section 2.5(a), Seller shall promptly deliver such funds to Buyer. If either Party pays any Party expense (or NewCorelated account payable) receives monies that, in accordance with the principles set forth in Section 2.4(a), belong to the other Party (or NewCo), then the receiving party shall, within 30 days after the end of the month in which such amounts were received, pay such amounts to the proper party. If any Party (or NewCo) pays monies for Operating Expenses which are the obligation of the other Party (or NewCo), then such other Party (or NewCo, as applicable) shall, within 30 days after the end of the month in which the applicable invoice and proof of payment of such invoice were received, reimburse the party that paid such Operating Expenses. If a Party (or NewCo) receives an invoice of an expense or obligation which is owed properly borne by the other Party pursuant to Section 2.5(a), the Party responsible for such expense (or NewCo), such party receiving the invoice related account payable) pursuant to Section 2.5(a) shall promptly forward reimburse the Party who made such invoice to the party obligated to pay the samepayment. If an invoice or other evidence The obligations of an obligation is received by a Party (or NewCo), which is partially an obligation of both Contributor Buyer and NewCo, then the Parties and NewCo shall consult among themselves, and each shall promptly pay its portion of such obligation to the obligee. (c) Each of Contributor, Antero Midstream and NewCo Seller hereunder shall be permitted to offset performed without any Operating Expenses owed by such party to any other party pursuant to this Section 2.4 against revenues owing by that party to the first party pursuant to this Section 2.4, but not otherwiseright of setoff.

Revenues and Expenses. (a) Except as expressly provided otherwise in Section 7.1 or otherwise in this Agreement, Contributor or its applicable Affiliate Seller shall remain be: (i) entitled to all operating revenues (and related accounts receivable) attributable to the Assets, and (ii) responsible for the payment of the rights of ownership all Liabilities (including accounts payable, customer deposits, customer prepayments, lease deposits, etc.) attributable to the right to all proceeds) and shall remain responsible for all Operating ExpensesAssets, in each case attributable to the Gathering and Compression Assets for extent the period of time foregoing are earned or incurred prior to the Effective Time. Except as expressly provided otherwise in Section 7.1, NewCo shall be entitled to all of the rights of ownership (including the right to all proceeds), and shall be responsible for all Operating Expenses, in each case attributable to the Gathering and Compression Assets from and after the Effective Time. (b) If any Party Buyer shall be: (or NewCoi) receives monies thatentitled to all operating revenues (and related accounts receivable) attributable to the Assets, and (ii) responsible for the payment of all Liabilities (including accounts payable, customer deposits, customer prepayments, lease deposits, etc.) attributable to the Assets, in accordance with the principles set forth in Section 2.4(a), belong each case to the other Party (extent the foregoing are earned or NewCo), then the receiving party shall, within 30 days incurred after the end of the month in which such amounts were received, pay such amounts to the proper party. If any Party (or NewCo) pays monies for Operating Expenses which are the obligation of the other Party (or NewCo), then such other Party (or NewCo, as applicable) shall, within 30 days after the end of the month in which the applicable invoice and proof of payment of such invoice were received, reimburse the party that paid such Operating Expenses. If a Party (or NewCo) receives an invoice of an expense or obligation which is owed by the other Party (or NewCo), such party receiving the invoice shall promptly forward such invoice to the party obligated to pay the same. If an invoice or other evidence of an obligation is received by a Party (or NewCo), which is partially an obligation of both Contributor and NewCo, then the Parties and NewCo shall consult among themselves, and each shall promptly pay its portion of such obligation to the obligeeEffective Time. (c) Each To the extent that any Party receives any funds to which the other Party is entitled pursuant to Section 2.4(a) or (b), the Party receiving such funds shall deliver the funds to the other Party within five (5) Business Days after actual receipt of Contributorsuch funds. If any Party pays any cost or expense (or related account payable) that is properly borne by the other Party pursuant to Section 2.4(a) or (b), Antero Midstream the Party responsible for such cost or expense (or related account payable) shall promptly reimburse the Party who made such payment within five (5) Business Days via wire transfer of immediately available funds or ACH. The obligations of Seller and NewCo Buyer under this Section 2.4(c) shall be permitted performed without any right of setoff. Each Party shall give representatives of the other Party reasonable access to offset its books and records related to the Assets as are reasonably necessary for purposes of reviewing, verifying and auditing any Operating Expenses owed by such party to any other party amount payable pursuant to this Section 2.4 against revenues owing by that party to the first party pursuant to 2.4(c). The term "Party" shall include Williams Guarantor for purposes of this Section 2.4, but not otherwise2.4(c).

Revenues and Expenses. (a) Except as expressly provided to the extent otherwise reflected in an adjustment to the Purchase Price pursuant to Section 7.1 or otherwise in this Agreement, Contributor or its applicable Affiliate 3.3: (i) Sellers shall remain entitled to all of the rights of ownership (including the right to all revenues and proceeds) of the Assets prior to the Closing Date and shall remain responsible for all Operating Expenses, in each case Property Expenses and Property Taxes attributable to the Gathering and Compression Assets for the period of time prior to the Effective Time. Except Closing Date; (ii) subject to the occurrence of the Closing, Buyer and its Affiliate Designees, as expressly provided otherwise in Section 7.1applicable, NewCo shall be entitled to all of the rights of ownership (including the right to all proceeds), revenues and shall be responsible for all Operating Expenses, in each case proceeds from Third Parties) of the Assets attributable to the Gathering and Compression Assets period of time from and after the Effective TimeClosing Date, and, shall be responsible (by payment, through the adjustments to the Purchase Price hereunder or otherwise) for all Property Expenses and Property Taxes attributable to the period of time from and after the Closing Date; and (iii) all Property Expenses and Property Taxes attributable to the Assets, in each case, that are: (A) incurred or apportioned with respect to operations conducted prior to the Closing Date shall be the responsibility of Sellers and (B) incurred or apportioned with respect to operations conducted on and after the Closing Date, shall be the responsibility of Buyer. (b) If Without duplication of any adjustments made to the Purchase Price pursuant to Section 3.3, if (i) any Party (or NewCo) receives monies that, in accordance with the principles set forth in Section 2.4(a), belong belonging to the other Party (or NewCo)another Party, then the receiving party such amount shall, within 30 days ten (10) Business Days after the end of the month in which such amounts were amount was received, pay such amounts be paid over to the proper party. If any Party Party, (or NewCoii) pays monies for Operating Expenses which are the obligation of the other Party (or NewCo), then such other Party (or NewCo, as applicable) shall, within 30 days after the end of the month in which the applicable invoice and proof of payment of such invoice were received, reimburse the party that paid such Operating Expenses. If a Party (or NewCo) receives an invoice of an expense or obligation which a Property Expense that is owed by the other Party (or NewCo)another Party, such party Party receiving the invoice shall promptly forward such invoice to the party obligated to pay Party responsible for the same. If , and (iii) an invoice or other evidence of an obligation a Property Expense is received by a Party (or NewCo)Party, which is partially an obligation of both Contributor Sellers, on one hand, and NewCoBuyer, on the other hand, then the Parties and NewCo shall consult among themselveswith each other, and each Party shall promptly pay be responsible for its portion of such obligation to the obligee. (c) Each of Contributor, Antero Midstream and NewCo shall be permitted to offset any Operating Expenses owed by such party to any other party pursuant to this Section 2.4 against revenues owing by that party to the first party pursuant to this Section 2.4, but not otherwise.

Revenues and Expenses. (a) Except as expressly provided otherwise in Section 7.1 or otherwise in this Agreement, Contributor or its applicable Affiliate shall remain entitled to all of the rights of ownership (including the right to all proceeds) and shall remain responsible for all Operating Expenses, in each case attributable to the Gathering and Compression Assets for the period of time prior to the Effective Time. Except as expressly provided otherwise in Section 7.1, NewCo shall be entitled to all of the rights of ownership (including the right to all proceeds), and shall be responsible for all Operating Expenses, in each case attributable to the Gathering and Compression Assets from and after the Effective Time. (b) If any Party (or NewCo) receives monies that, in accordance with the principles set forth in Section 2.4(a), belong to the other Party (or NewCo), then the receiving party shall, within 30 days after the end of the month in which such amounts were received, pay such amounts to the proper party. If any Party (or NewCo) pays monies for Operating Expenses which are the obligation of the other Party (or NewCo), then such other Party (or NewCo, as applicable) shall, within 30 days after the end of the month in which the applicable invoice and proof of payment of such invoice were received, reimburse the party that paid such Operating Expenses. If a Party (or NewCo) receives an invoice of an expense or obligation which is owed by the other Party (or NewCo), such party receiving the invoice shall promptly forward such invoice to the party obligated to pay the same. If an invoice or other evidence of an obligation is received by a Party (or NewCo), which is partially an obligation of both Contributor and NewCo, then the Parties and NewCo shall consult among themselves, and each shall promptly pay its portion of such obligation to the obligee. (c) Each of Contributor, Antero Midstream and NewCo shall be permitted to offset any Operating Expenses owed by such party to any other party pursuant to this Section 2.4 against revenues owing by that party to the first party pursuant to this Section 2.4, but not otherwise.

Revenues and Expenses. (a) Except as expressly provided otherwise in Section 7.1 or otherwise in this Agreement, Contributor or its applicable Affiliate TXU shall remain be: (i) entitled to all operating revenues (and related accounts receivable) attributable to the Assets, and (ii) responsible for the payment of the rights of ownership all costs and expenses (and related accounts payable), including the right payment of ad valorem taxes then due and owing, attributable to all proceeds) and shall remain responsible for all Operating Expensesthe Assets, in each case attributable to the Gathering and Compression Assets for extent the foregoing relate to the period of time prior to the Effective Time. Except as expressly provided otherwise in Section 7.1, NewCo Buyer shall be be: (i) entitled to all operating revenues (and related accounts receivable) attributable to the Assets, and (ii) responsible for the payment of the rights of ownership all costs and expenses (and related accounts payable), including the right payment of ad valorem taxes, attributable to all proceeds), and shall be responsible for all Operating Expensesthe Assets, in each case attributable to the Gathering and Compression Assets from extent the foregoing either relate to the period occurring on and after the Effective Time. (b) If To the extent that Buyer receives any Party (or NewCo) receives monies that, in accordance with the principles set forth in funds from third parties to which TXU is entitled pursuant to Section 2.4(a2.10(a), belong Buyer shall promptly deliver such funds to TXU. To the other Party (or NewCoextent that TXU receives any funds to which Buyer is entitled pursuant to Section 2.10(a), then the receiving party shall, within 30 days after the end of the month in which TXU shall promptly deliver such amounts were received, pay such amounts funds to the proper partyBuyer. If any Party pays any cost or expense (or NewCorelated account payable) pays monies for Operating Expenses which are the obligation of the other Party (or NewCo), then such other Party (or NewCo, as applicable) shall, within 30 days after the end of the month in which the applicable invoice and proof of payment of such invoice were received, reimburse the party that paid such Operating Expenses. If a Party (or NewCo) receives an invoice of an expense or obligation which is owed properly borne by the other Party pursuant to Section 2.10(a), the Party responsible for such cost or expense (or NewCo), such party receiving the invoice related account payable) pursuant to Section 2.10(a) shall promptly forward reimburse the Party who made such invoice to the party obligated to pay the samepayment. If an invoice or other evidence The obligations of an obligation is received by a Party (or NewCo), which is partially an obligation Buyer and TXU hereunder shall be performed without any right of both Contributor and NewCo, then the Parties and NewCo shall consult among themselves, and each shall promptly pay its portion of such obligation to the obligeesetoff. (c) Each of Contributor, Antero Midstream and NewCo shall be permitted to offset any Operating Expenses owed by such party to any other party pursuant to Except as expressly set forth in this Section 2.4 against 2.10 with respect to liability of the Parties for the reimbursement of operating revenues owing by that party to (and related accounts receivable) or for the first party pursuant to payment of costs and expenses (and related accounts payable), or the reimbursement of certain accrued or pre-paid operating expenses, in the event of any conflict between the provisions of this Section 2.42.10 and the provisions of Section 7, but not otherwisethe provisions of Section 7 shall control.

Revenues and Expenses. (a) Except as expressly provided otherwise in Subject to the last sentence of this Section 7.1 or otherwise in this Agreement2.6(a), Contributor or its applicable Affiliate Seller shall remain be entitled to all of the rights of ownership attributable to the Assets (including the right to all production, proceeds of production and other proceeds) and shall remain responsible for all Operating Expenses, in each case attributable to the Gathering and Compression Assets for the period of time prior to the Effective Time. Except as expressly provided otherwise set forth in Section 7.1this Agreement and subject to the provisions hereof and the occurrence of the Closing, NewCo Buyer shall be entitled to all of the rights of ownership attributable to the Assets (including the right to all production, proceeds of production and other proceeds), and shall be responsible for all Operating Expenses, in each case ) attributable to the Gathering and Compression Assets period from and after the Effective Time. Subject to the other provisions of this Agreement, (i) until the first (1st) anniversary of the Closing, all Operating Expenses that are incurred by Seller and attributable to the period prior to the Effective Time (such Operating Expenses, the “Pre-Effective Time Operating Expenses”), shall be paid by or allocated to Seller, as applicable and (ii) all other Operating Expenses shall be paid by or allocated to Buyer, as applicable. (b) If any If, after the delivery of the Final Settlement Statement pursuant to the provisions of Section 2.5, (i) either Party (or NewCo) receives monies that, in accordance with the principles set forth in Section 2.4(a), belong (including proceeds of production) belonging to the other Party (pursuant to Section 2.6(a) or NewCo)otherwise, then the receiving party such monies shall, within 30 days five (5) Business Days after the end of the month in which such amounts they were received, pay such amounts be paid over by the receiving Party to the proper party. If any owed Party, (ii) either Party (or NewCo) pays monies for Operating Expenses which that are the obligation of the other Party (pursuant to Section 2.6(a) or NewCo)otherwise, then such other the obligated Party (or NewCo, as applicable) shall, within 30 days after the end of the month in which the applicable invoice and proof of payment of such invoice were received, reimburse the party that paid such Operating Expenses. If a Party (or NewCo) receives an invoice of an expense or obligation which is owed by the other Party (or NewCo), such party receiving the invoice shall promptly forward such invoice to the party obligated to pay the same. If an invoice or other evidence of an obligation is received by a Party (or NewCo), which is partially an obligation of both Contributor and NewCo, then the Parties and NewCo shall consult among themselves, and each shall promptly pay its portion of such obligation to the obligee. (c) Each of Contributor, Antero Midstream and NewCo shall be permitted to offset any Operating Expenses owed by such party to any other party pursuant to this Section 2.4 against revenues owing by that party to the first party pursuant to this Section 2.4, but not otherwise.five