Seller’s and Buyer’s Respective Obligations. For those Interests with cumulative gas-production-imbalance accounts among working interest owners, Buyer acknowledges that the amounts are derived from either Seller’s or Operator’s statements based upon current production, prior sales history, and contract information; were provided to Buyer before the Execution Date; and were taken into consideration in Buyer’s calculation of the Base Purchase Price and the Allocations. After the Effective Time, all benefits, obligations, and liabilities associated with these gas-production-imbalance accounts and related agreements will accrue to and become Buyer’s responsibility. Buyer will assume Seller’s overproduced or underproduced position as of the Effective Time and subject to the other provisions of this Agreement, unless the operating agreement, plan of unitization, or gas balancing agreement for an Interest provides for the cash settlement of gas-production-imbalance accounts when the Interest is assigned, in which event Seller reserves the gas-production-imbalance account and the right to the cash settlement. Any gas imbalances attributable to the Interests are disclosed on Exhibit D attached hereto.
Seller’s and Buyer’s Respective Obligations. For those Interests offered for sale which have cumulative gas imbalances, Seller represents, to the best of its knowledge, and Buyer acknowledges that any such imbalances as detailed in Schedule 15.1 were based upon either operator statements or Seller estimates. Seller makes no representation as to and disclaims any and all warranties regarding the accuracy of such statements or estimates. Buyer has or will have performed its own due diligence inquiry into the cumulative gas imbalances to Buyer’s own satisfaction, has independently determined the actual cumulative gas balancing status of the Interests, and has made its decision to purchase the Interests solely in reliance upon Buyer’s own investigation, subject only to the recourse provided for in this ARTICLE 15. Accordingly, from and after the Effective Time, any and all benefits, obligations, and liabilities associated with such gas imbalance(s) shall accrue to and be the responsibility of Buyer, irrespective of any subsequent discovery by either Buyer or Seller that the actual cumulative gas imbalance(s) relating to any of the Interests as of the Effective Time was other than that relied upon by either Party in electing to purchase or sell. Buyer shall assume, indemnify and hold the Seller Indemnitees harmless for Seller’s actual overproduced or underproduced position in the Interests as of the Effective Time.
