Common use of Specific Conveyances Clause in Contracts

Specific Conveyances. (a) Vendor, at its own cost, shall use commercially reasonable efforts to prepare the Specific Conveyances prior to the Closing Time and to deliver the Specific Conveyances to Purchaser at the Closing Time, provided that, if and to the extent that any Specific Conveyances are not delivered by Vendor to Purchaser at the Closing Time, Vendor shall prepare and deliver to Purchaser the remaining Specific Conveyances as soon as is reasonably practicable after Closing, but in any event no later than [Redaction - date]. (b) It shall not be necessary for any Specific Conveyances that are delivered by Vendor at the Closing Time to have been executed prior to or at Closing by parties thereto, other than Vendor itself and Vendor's Affiliates. (c) To the extent that Purchaser is required to execute any Specific Conveyances, it shall do so promptly after the delivery of such Specific Conveyances by Vendor to Purchaser whether at or after the Closing Time, as the case may be. (d) In respect of any Specific Conveyances that require execution by Third Parties, promptly after Closing or the delivery of such Specific Conveyances after Closing, as the case may be, and, if necessary, the execution of such Specific Conveyances by Purchaser, Vendor shall co-operate with Purchaser and provide all reasonable assistance that Purchaser may reasonably request in connection with Purchaser's procurement of the execution of such Specific Conveyances by the parties thereto other than Vendor and Purchaser. (e) In respect of any Specific Conveyances that do not require execution by Third Parties, Purchaser shall deliver such Specific Conveyances to the appropriate recipients thereof promptly after Closing or after the delivery of such Specific Conveyances after Closing, as the case may be, and, if necessary, execution by Purchaser, including the registration with the appropriate Governmental Authorities of any such Specific Conveyances that require registration. (f) Except as otherwise expressly stated herein, Purchaser shall bear all costs, fees and deposits of every nature and kind in distributing and registering any Specific Conveyances and in providing any assurances or security required to convey, transfer and assign the Assets to Purchaser and to have Purchaser recognized as the holder thereof. (g) Notwithstanding the forgoing in this Clause 4.3, in the case of any Specific Conveyances that are transfers of Permits or Crown lease transfers which may be filed electronically with the applicable Governmental Authority, as soon as is reasonably practicable after Closing, Vendor shall submit electronic transfers for such Permits and Crown leases and Purchaser shall accept such electronic transfers from Vendor without delay, provided that, if Purchaser in good faith determines or believes that any of the electronic transfers are not complete and accurate, or the applicable Governmental Authority refuses to process any such transfers because of some defect therein, the Parties shall cooperate to duly complete or to correct such incomplete or inaccurate electronic transfers as soon as practicable and, thereafter, Vendor shall promptly re-submit such electronic transfers and Purchaser shall accept such electronic transfers from Vendor without delay. (h) If, for any reason, the ECON or any other Governmental Authority or any other Third Party requires either Party (hereinafter referred to as "Such Party" in this and the next Clause) to make a deposit, to provide any undertakings, information or other documentation or to take any action as a condition of or a prerequisite for the approval of the transfer of any Permits or the transfer or assignment of any of the Assets to Purchaser, immediately after receiving notice of such requirements and at its sole cost, Such Party shall make such deposits, provide such undertakings, information or other documentation and take such action, as the case may be. (i) If Such Party fails to make a deposit with the ECON or other Third Party as provided under Clause 4.3(h) within five (5) days of Such Party's receipt of notification that such deposit is required, the other Party (hereinafter referred to as the "Other Party" in this Clause) shall have the right, but not the obligation, to make such deposit on behalf of Such Party and Such Party acknowledges and agrees that the Other Party shall be Such Party's agent with full power and authority to make such deposit for and on behalf of Such Party. Such Party shall reimburse the Other Party for the amount of any such deposit made by the Other Party and pay interest on the amount of such deposit at an annual rate equal to the Prime Rate plus one percentage point from the date on which the Other Party paid the deposit to the date on which the reimbursement for such deposit and payment of the corresponding interest is made in full. In addition to all other rights that may be available to the Other Party for the collection of such amounts from Such Party, the Other Party shall have the right to set-off the amount of any such deposit, including interest as provided in this Clause 4.3(i), against any monies payable by the Other Party to Such Party pursuant to this Agreement.

Specific Conveyances. 9.1 In conjunction with Closing: (a) Vendor, Enterra shall prepare at its own cost, cost and deliver to XXX all or substantially all of the Specific Conveyances relating to leases of the Petroleum and Natural Gas Rights and will use commercially reasonably efforts to prepare at its cost and deliver all other Specific Conveyances within 30 days following the Closing Date; and (b) XXX shall prepare at its cost and deliver to Enterra all or substantially all of the Specific Conveyances relating to leases of the XXX Petroleum and Natural Gas Rights and will use commercially reasonable efforts to prepare at its cost and deliver all other Specific Conveyances within 30 days following the Closing Date. 9.2 The Parties acknowledge that some of the Title and Operating Documents, such as processing agreements and production sale contracts, may apply to properties that include properties owned by each of Enterra and XXX after the Closing. In such instances the Parties shall make arrangements to replace any such Title and Operating Document with new documents specific to the properties for each of Enterra and XXX. Each Party agrees to execute and deliver such new documents or such other documents as may be required with respect to that matter; provided that the new document is similar in form and substance to the existing Title and Operating Document. 9.3 None of the Specific Conveyances prior shall confer or impose on a Party any greater right or obligation than contemplated in this Agreement. Subject to the Closing Time and Section 0, Purchaser shall use all reasonable efforts to deliver the Specific Conveyances to Purchaser at the Closing Timebecome, provided that, if and to the extent that any Specific Conveyances are not delivered by Vendor to Purchaser at the Closing Time, Vendor shall prepare and deliver to Purchaser the remaining Specific Conveyances as soon as is reasonably practicable after Closing, but in any event no later than [Redaction - date]. (b) It shall not be necessary for any Specific Conveyances that are delivered by Vendor at the Closing Time to have been executed prior to or at Closing by parties thereto, other than Vendor itself and Vendor's Affiliates. (c) To the extent that Purchaser is required to execute any Specific Conveyances, it shall do so promptly after the delivery of such Specific Conveyances by Vendor to Purchaser whether at or after the Closing Time, as the case may be. (d) In respect of any Specific Conveyances that require execution by Third Parties, promptly after Closing or the delivery of such Specific Conveyances after Closing, as the case may be, and, if necessary, following the execution of such Specific Conveyances by Purchaserthis Agreement, Vendor shall co-operate with Purchaser the recognized and provide all reasonable assistance that Purchaser may reasonably request in connection with Purchaser's procurement beneficial holder of the execution Assets in the place and stead of such Specific Conveyances by Vendor, and shall, where Vendor is the parties thereto other than Vendor and Purchaserregistering party, promptly take whatever steps are necessary to verify those registrations. (e) In respect of any Specific Conveyances that do not require execution by Third Parties, Purchaser shall deliver such Specific Conveyances to the appropriate recipients thereof promptly after Closing or after the delivery of such Specific Conveyances after Closing, as the case may be, and, if necessary, execution by Purchaser, including the registration with the appropriate Governmental Authorities of any such Specific Conveyances that require registration. (f) Except as otherwise expressly stated herein, 9.4 Purchaser shall bear all costs, fees and deposits of every nature and kind incurred (whether by Vendor or Purchaser) in distributing and registering any Specific Conveyances and in providing registering any further assurances or security required to conveyconvey the Assets to Purchaser. 9.5 Any transfer or assignment of Title and Operating Documents, transfer including any replacement of a Title and assign Operating Document that may be required pursuant to Section 0, that requires notice to, consent from or other applicable action taken by a Third Party (including transfers of Permits requiring approvals of Government Authorities) shall not be transferred or assigned to Purchaser unless and until the notice or consent requirements have been satisfied or other applicable action has been taken. Each Party shall use commercially reasonable efforts, as to matters within its control, to satisfy those requirements for notice, consent or other applicable action as of the Closing, except for customary post-Closing consents. Without limiting the foregoing: (a) Vendor shall, on execution of this Agreement, serve all notices and request all consents required to permit the conveyance of the Assets to Purchaser without contravening any applicable rights; and shall request replacement of any Title and Operating Document with a new document that is only applicable to have Purchaser recognized as the holder thereof.Assets if that replacement is required pursuant to the circumstances described in Section 0; and (gb) Notwithstanding the forgoing in this Clause 4.3, in the case of Purchaser shall furnish any Specific Conveyances that are cash deposits or security (including replacement letters or credit or guarantees) reasonably required to complete those transfers of Permits and assignments or Crown lease transfers which as may be filed electronically required in connection with the applicable Governmental Authorityreplacement of a Title and Operating Document in accordance with normal industry practices, as soon as is reasonably practicable after Closing, Vendor shall submit electronic transfers for such Permits and Crown leases and Purchaser shall accept such electronic transfers from Vendor without delay, provided that, if Purchaser in good faith determines or believes that any the provisions of the electronic transfers are not complete Title and accurate, Operating Documents or Applicable Law after the applicable Governmental Authority refuses to process consent or approval has been obtained, notice has been given or other applicable action has been taken. If any such transfers because notice or consent requirement (other than customary post-Closing consents and consents that cannot be unreasonably withheld) is not satisfied or any applicable Title and Operating Document is not replaced in accordance with the foregoing as of some defect thereinthe Closing, the Parties shall cooperate to duly complete enter into alternative arrangements, including trust or to correct such incomplete or inaccurate electronic transfers as soon as practicable and, thereafter, agency arrangements. 9.6 Vendor shall promptly re-submit such electronic transfers be deemed to have been the agent of Purchaser for the period from the Effective Time to the Closing Date with respect to all operations and other activities relating to the Assets. Purchaser shall accept such electronic transfers ratifies, adopts and confirms all lawful and reasonable actions which Vendor takes or refrains from Vendor without delaytaking as agent for Purchaser pursuant to the terms hereof. (h) If, for any reason, 9.7 Until Purchaser is novated into the ECON or any other Governmental Authority or any other Third Party requires either Party (hereinafter referred Title and Operating Documents to which the Assets are subject and as "Such Party" long as Vendor holds Purchaser’s interests in this and the next Clause) to make a deposit, to provide any undertakings, information or other documentation or to take any action as a condition of or a prerequisite for the approval of the transfer of any Permits or the transfer or assignment of any of the Assets including in any Title and Operating Document in trust or as agent for Purchaser or in some other manner, Vendor shall act as Purchaser’s agent to receive notices and information and serve notices as Purchaser reasonably and lawfully directs and shall carry out Purchaser’s instructions in relation to the maintenance and operation of the Assets, immediately after receiving notice including any action in respect of such requirements any Title and at its sole cost, Such Party shall make such deposits, provide such undertakings, information Operating Agreement that Vendor holds in trust or as agent of Purchaser or in some other documentation and take such action, as the case may be. (i) If Such Party fails to make a deposit with the ECON or other Third Party as provided under Clause 4.3(h) within five (5) days of Such Party's receipt of notification that such deposit is required, the other Party (hereinafter referred to as the "Other Party" in this Clause) shall have the right, but not the obligation, to make such deposit on behalf of Such Party and Such Party acknowledges and agrees that the Other Party manner. Purchaser shall be Such Party's liable to Vendor and shall, in addition to any other indemnities provided herein or in any Specific Conveyance, indemnify Vendor from and against, all losses, liabilities and claims suffered, sustained, paid or incurred by Vendor or made against it in relation to acts or omissions of Vendor in its capacity as agent with full power and authority to make such deposit for and on behalf of Such Party. Such Party shall reimburse the Other Party for the amount of any such deposit made by the Other Party and pay interest on the amount of such deposit at an annual rate equal Purchaser under this Section 0 except to the Prime Rate plus one percentage point extent such acts or omissions are caused by or result from the date on which the Other Party paid the deposit Vendor’s gross negligence or willful misconduct. An act or omission will not be regarded as gross negligence or willful misconduct to the date on which the reimbursement for such deposit and payment of the corresponding interest is made extent that it was done or omitted to be done in full. In addition to all other rights that may be available to the Other Party for the collection of such amounts from Such Party, the Other Party shall have the right to set-off the amount of any such deposit, including interest as provided in this Clause 4.3(i), against any monies payable by the Other Party to Such Party pursuant to this Agreementaccordance with Purchaser’s instruction or concurrence.

Specific Conveyances. (a) VendorVendors shall use commercially reasonable efforts, using existing Employees and resources and having regard for their other duties, to prepare in advance of the Closing Date the Specific Conveyances, at its own their cost, none of which shall confer or impose upon a Party any greater right or obligation than contemplated in this Agreement. Vendors agree to use commercially reasonable efforts to prepare prioritize certain Specific Conveyances in advance of Closing for which Purchaser has made a reasonable request. To the extent available, Vendors shall make drafts of the Specific Conveyances available for Purchaser’s review not less than five (5) Business Days prior to the Closing Time and to Closing. Vendors shall deliver the such Specific Conveyances as they are able to prepare at Closing. Purchaser at the agrees after Closing Time, provided that, if and to the extent that prepare any Specific Conveyances are not so delivered by Vendor at Closing; provided that Vendors shall cooperate with Purchaser in the preparation of same, having regard to Purchaser at the Closing Time, Vendor shall prepare and deliver to Purchaser limited resources Vendors will have post-Closing. Forthwith after execution of the remaining Specific Conveyances as soon as is reasonably practicable after Closing, but in any event no later than [Redaction - date]. (b) It shall not be necessary for any Specific Conveyances that are delivered by Vendor at the Closing Time to have been executed prior to or at Closing by parties thereto, other than Vendor itself and Vendor's Affiliates. (c) To the extent that Purchaser is required to execute any Specific Conveyances, it Purchaser shall do so promptly after the delivery of such Specific Conveyances by Vendor to Purchaser whether at or after the Closing Time, as the case may be. (d) In respect of any Specific Conveyances that require execution by Third Parties, promptly after Closing or the delivery of such Specific Conveyances after Closingcirculate and register, as the case may be, and, if necessary, the execution of such Specific Conveyances that by Purchaser, Vendor their nature may be circulated or registered and Purchaser shall co-operate with Purchaser and provide all reasonable assistance that Purchaser may reasonably request in connection with Purchaser's procurement of the execution of such Specific Conveyances by the parties thereto other than Vendor and Purchaserbe responsible for any registration costs. (eb) In respect of any Specific Conveyances that do not require execution by Third Parties, Purchaser shall deliver such Specific Conveyances to the appropriate recipients thereof promptly after Closing or after the delivery of such Specific Conveyances after Closing, as the case may be, and, if necessary, execution by Purchaser, including the registration with the appropriate Governmental Authorities of any such Specific Conveyances that require registration. (f) Except as otherwise expressly stated herein, Purchaser shall bear all costs, fees and deposits of every nature and kind in distributing and registering any Specific Conveyances and in providing any assurances or security required to convey, transfer and assign the Assets to Purchaser and to have Purchaser recognized as the holder thereof. (g) Notwithstanding the forgoing in this Clause 4.3, in the case of any Specific Conveyances that are transfers of Permits permits, licenses or Crown lease transfers which may be be, or are required to be, filed electronically with the applicable Governmental Authority, as soon as is reasonably practicable after promptly following Closing and in any event, within five (5) Business Days following Closing, Vendor Vendors shall use commercially reasonable efforts, having regard to its limited resources post-Closing, to submit electronic transfers for such Permits permits, licenses and Crown leases and Purchaser shall accept such electronic transfers from Vendor Vendors without delay, provided that, if Purchaser in good faith determines or believes that any of the electronic transfers are not complete and accurate, or the applicable Governmental Authority refuses to process any such transfers because of some defect therein, the Parties shall cooperate to duly complete or to correct such incomplete or inaccurate electronic transfers as soon as practicable and, thereafter, Vendor Vendors shall use commercially reasonable efforts to promptly re-submit such electronic transfers and Purchaser shall accept such electronic transfers from Vendor Vendors without delay. (h) If, for any reason, the ECON or any other Governmental Authority or any other Third Party requires either Party (hereinafter referred to as "Such Party" in this and the next Clause) to make a deposit, to provide any undertakings, information or other documentation or to take any action as a condition of or a prerequisite for the approval of the transfer of any Permits or the transfer or assignment of any of the Assets to Purchaser, immediately after receiving notice of such requirements and at its sole cost, Such Party shall make such deposits, provide such undertakings, information or other documentation and take such action, as the case may be. (i) If Such Party fails to make a deposit with the ECON or other Third Party as provided under Clause 4.3(h) within five (5) days of Such Party's receipt of notification that such deposit is required, the other Party (hereinafter referred to as the "Other Party" in this Clause) shall have the right, but not the obligation, to make such deposit on behalf of Such Party and Such Party acknowledges and agrees that the Other Party shall be Such Party's agent with full power and authority to make such deposit for and on behalf of Such Party. Such Party shall reimburse the Other Party for the amount of any such deposit made by the Other Party and pay interest on the amount of such deposit at an annual rate equal to the Prime Rate plus one percentage point from the date on which the Other Party paid the deposit to the date on which the reimbursement for such deposit and payment of the corresponding interest is made in full. In addition to all other rights that may be available to the Other Party for the collection of such amounts from Such Party, the Other Party shall have the right to set-off the amount of any such deposit, including interest as provided in this Clause 4.3(i), against any monies payable by the Other Party to Such Party pursuant to this Agreement.

Specific Conveyances. (a) Vendor, at its own cost, Vendor shall use commercially reasonable efforts to prepare the Specific Conveyances at its cost, none of which shall confer or impose upon a Party any greater right or obligation than contemplated in this Agreement. Vendor shall use its reasonable best efforts to prepare and deliver the Specific Conveyances at Closing, however, the Parties acknowledge that certain of the Specific Conveyances may not be prepared and delivered until after the Closing Time. Vendor shall prepare and deliver for execution by Purchaser all of the Specific Conveyances on or before ninety (90) days following the Closing Time. Any Specific Conveyances that are prepared and circulated to Purchaser a reasonable time prior to the Closing Time shall be executed and to deliver the Specific Conveyances to Purchaser at the Closing Time, provided that, if and to the extent that any Specific Conveyances are not delivered by Vendor to Purchaser the Parties at the Closing TimeClosing. Forthwith after full execution of all Specific Conveyances, Vendor shall prepare have the option of circulating and deliver to Purchaser the remaining Specific Conveyances as soon as is reasonably practicable after Closing, but in any event no later than [Redaction - date]. (b) It shall not be necessary for any Specific Conveyances that are delivered by Vendor at the Closing Time to have been executed prior to or at Closing by parties thereto, other than Vendor itself and Vendor's Affiliates. (c) To the extent that Purchaser is required to execute any Specific Conveyances, it shall do so promptly after the delivery of such Specific Conveyances by Vendor to Purchaser whether at or after the Closing Time, as the case may be. (d) In respect of any Specific Conveyances that require execution by Third Parties, promptly after Closing or the delivery of such Specific Conveyances after Closingregistering, as the case may be, and, if necessary, the execution of such all Specific Conveyances that by Purchaser, Vendor their nature may be circulated or registered and Purchaser shall co-operate with Purchaser and provide all reasonable assistance that Purchaser may reasonably request in connection with Purchaser's procurement of the execution of such Specific Conveyances by the parties thereto other than Vendor and Purchaserbe responsible for any registration costs. (eb) In respect At Closing the Parties shall enter into a mutually agreeable form of any Specific Conveyances that do not require execution by Third Parties, trust agreement for the Coal Bed Methane or a portion thereof whereunder Purchaser shall deliver such Specific Conveyances to hold the appropriate recipients thereof promptly after Closing or after the delivery of such Specific Conveyances after Closing, as the case may be, and, if necessary, execution by Purchaser, including the registration with the appropriate Governmental Authorities of any such Specific Conveyances that require registrationCoal Bed Methane in trust for Vendor. (fc) Except as otherwise expressly stated hereinThe Parties shall enter into a mutually acceptable compression agreement by Closing relative to the Xxxxxxxxxx Compressor forming a part of the Excluded Assets, in order to ensure that Purchaser shall bear all costs, fees and deposits of every nature and kind is able to use the compressor for a favourable fee in distributing and registering relation to any Specific Conveyances and Xxxxx that are currently tied in providing any assurances or security required to convey, transfer and assign the Assets to Purchaser and to have Purchaser recognized as the holder thereofsubject compressor. (gd) Notwithstanding the forgoing in this Clause 4.3, in the case of any Specific Conveyances that are transfers of Permits or Crown lease transfers which may be filed electronically with the applicable Governmental Authority, as soon as is reasonably practicable after Closing, Vendor shall submit electronic transfers for such Permits and Crown leases and Purchaser shall accept such electronic transfers from Vendor without delay, provided that, if Purchaser in good faith determines or believes that any Each of the electronic transfers are not complete and accurate, or the applicable Governmental Authority refuses Parties agrees to process use reasonable commercial efforts to resolve any such transfers because of some defect therein, the Parties shall cooperate to duly complete or to correct such incomplete or inaccurate electronic transfers as soon as practicable and, thereafter, Vendor shall promptly re-submit such electronic transfers and Purchaser shall accept such electronic transfers from Vendor without delay. (h) If, for any reason, the ECON or any other Governmental Authority or any other Third Party requires either Party (hereinafter referred to as "Such Party" in this and the next Clause) to make a deposit, to provide any undertakings, information or other documentation or to take any action issues that arise as a condition of or a prerequisite for the approval result of the transfer of any Permits or the transfer or assignment of any sale of the Assets to Purchaser, immediately after receiving notice of such requirements and at its sole cost, Such Party shall make such deposits, provide such undertakings, information or other documentation and take such action, as the case may be. (i) If Such Party fails to make a deposit with the ECON or other Third Party as provided under Clause 4.3(h) within five (5) days of Such Party's receipt of notification that such deposit is required, the other Party (hereinafter referred to as the "Other Party" in this Clause) shall have the right, but not the obligation, to make such deposit on behalf of Such Party and Such Party acknowledges and agrees that the Other Party shall be Such Party's agent with full power and authority to make such deposit for and on behalf of Such Party. Such Party shall reimburse the Other Party for the amount of any such deposit made by the Other Party and pay interest on the amount of such deposit at an annual rate equal respect to the Prime Rate plus one percentage point from the date on sharing of certain common facilities, if any, which the Other Party paid the deposit to the date on which the reimbursement for such deposit and payment each of the corresponding interest is made in full. In addition to all other rights that may be available to Vendor and the Other Party Purchaser require for its operations at and after the collection of such amounts from Such Party, the Other Party shall have the right to set-off the amount of any such deposit, including interest as provided in this Clause 4.3(i), against any monies payable by the Other Party to Such Party pursuant to this AgreementClosing Time.

Specific Conveyances. (a) Vendor, at its own cost, shall use commercially reasonable efforts to prepare the Specific Conveyances prior to the Closing Time Date for Purchaser's review and execution and, to the extent possible, deliver the fully executed Specific Conveyances to Purchaser at the Closing TimeDate, provided that, if and to the extent that any Specific Conveyances are not delivered by Vendor to Purchaser at the Closing TimeDate, Vendor shall prepare and deliver to Purchaser the remaining Specific Conveyances as soon as is reasonably practicable after Closing, but in any event no later than [Redaction - date]. (b) Vendor shall cooperate with Purchaser’s reasonable requests as to prioritizing the preparation and delivery of any Specific Conveyances not delivered at Closing. (c) It shall not be necessary for any Specific Conveyances that are delivered by Vendor at the Closing Time Date to have been executed prior to or at Closing by parties thereto, other than by Vendor itself and Vendor's ’s Affiliates. (cd) To the extent that Purchaser is required to execute any Specific Conveyances, it shall do so promptly after the delivery of such Specific Conveyances by Vendor to Purchaser whether at prior to, on or after the Closing TimeDate, as the case may be. (de) In respect of any Specific Conveyances that require execution by Third Parties, promptly after Closing or the delivery of such Specific Conveyances after Closing, as the case may be, and, if necessary, the execution of such Specific Conveyances by Purchaser, Vendor shall co-operate with Purchaser and provide all reasonable assistance that Purchaser may reasonably request in connection with Purchaser's ’s procurement of the execution of such Specific Conveyances by the parties thereto other than Vendor and Purchaser. (ef) In respect of any Specific Conveyances that do not require execution by Third Parties, Purchaser shall deliver such Specific Conveyances to the appropriate recipients thereof promptly after Closing or after the delivery of such Specific Conveyances after Closing, as the case may be, and, if necessary, execution by Purchaser, including the registration shall proceed to register with the appropriate Governmental Authorities of any such Specific Conveyances that require registration. (fg) Except as otherwise expressly stated herein, Purchaser Vendor shall bear all costs, fees and deposits of every nature and kind in distributing and registering any Specific Conveyances and in providing any assurances or security required to convey, transfer and assign the Assets to Purchaser and to have Purchaser recognized as the holder thereof. (gh) Notwithstanding the forgoing foregoing in this Clause Section 4.3, in the case of any Specific Conveyances that are transfers of Permits or Crown lease transfers which may be filed electronically with the applicable Governmental Authority, as soon as is reasonably practicable after promptly following Closing, Vendor shall submit electronic transfers for such Permits and Crown leases and Purchaser shall accept such electronic transfers from Vendor without delay, provided that, if Purchaser in good faith faith, acting reasonably, determines or believes that any of the electronic transfers are not complete and accurate, or if the applicable Governmental Authority refuses to process any such transfers because of some defect therein, the Parties shall cooperate to duly complete or to correct such incomplete or inaccurate electronic transfers as soon as practicable and, thereafter, Vendor shall promptly re-submit such electronic transfers and Purchaser shall accept such electronic transfers from Vendor without delay. (hi) IfThe Parties agree that all Specific Conveyances to be delivered and/or executed in connection with this Agreement and the transactions contemplated herein, except for any reasonrecords that create or transfer interests in land, guarantees, negotiable instruments, documents of title and such other documents excluded by section 7 of the Electronic Transactions Act, RSA 2001, c E-5.5, as amended from time to time, may be executed by use of electronic signatures (the “Electronic Signatures”). Prior to Closing, the ECON Parties shall exchange a listing of one another’s individual representatives which listing shall include the subject individual’s name, title and a sample Electronic Signature. The Electronic Signatures of the individuals set out in such listing and which appear on any Specific Conveyances shall be sufficient to cause such Specific Conveyances to be valid and binding obligations of the Party represented by such individual, without need for original signatures to appear thereon and shall be of the same legal effect, validity or any other Governmental Authority or any other Third Party requires either Party (hereinafter referred to as "Such Party" in this and the next Clause) to make a deposit, to provide any undertakings, information or other documentation or to take any action enforceability as a condition of or a prerequisite manually executed signature. The Parties shall receive and use the Electronic Signatures solely for the approval purpose of embedding the transfer of any Permits or same into the transfer or assignment of any of the Assets to Purchaser, immediately after receiving notice of such requirements Specific Conveyances and at its sole cost, Such Party shall make such deposits, provide such undertakings, information or for no other documentation and take such action, as the case may bepurpose whatsoever. (i) If Such Party fails to make a deposit with the ECON or other Third Party as provided under Clause 4.3(h) within five (5) days of Such Party's receipt of notification that such deposit is required, the other Party (hereinafter referred to as the "Other Party" in this Clause) shall have the right, but not the obligation, to make such deposit on behalf of Such Party and Such Party acknowledges and agrees that the Other Party shall be Such Party's agent with full power and authority to make such deposit for and on behalf of Such Party. Such Party shall reimburse the Other Party for the amount of any such deposit made by the Other Party and pay interest on the amount of such deposit at an annual rate equal to the Prime Rate plus one percentage point from the date on which the Other Party paid the deposit to the date on which the reimbursement for such deposit and payment of the corresponding interest is made in full. In addition to all other rights that may be available to the Other Party for the collection of such amounts from Such Party, the Other Party shall have the right to set-off the amount of any such deposit, including interest as provided in this Clause 4.3(i), against any monies payable by the Other Party to Such Party pursuant to this Agreement.

Specific Conveyances. (a) Vendor, at its own cost, shall use commercially reasonable efforts to prepare the Specific Conveyances prior to the Closing Time and to deliver the Specific Conveyances to Purchaser at the Closing Time, provided that, if and to the extent that any Specific Conveyances are not delivered by Vendor to Purchaser at the Closing Time, Vendor shall prepare and deliver to Purchaser the remaining Specific Conveyances as soon as is reasonably practicable after Closing, but in any event no later than [Redaction - date]3 Business Days following Closing. (b) It shall not be necessary for any Specific Conveyances that are delivered by Vendor at the Closing Time to have been executed prior to or at Closing by parties theretoPurchaser, other than Vendor itself and Vendor's its Affiliates, as applicable. (c) To the extent that Purchaser is required to execute any Specific Conveyances, it shall do so promptly after the delivery of such Specific Conveyances by Vendor to Purchaser whether at or after the Closing Time, as the case may be. (d) In respect of any Specific Conveyances that require execution by Third Parties, promptly after Closing or the delivery of such Specific Conveyances after Closing, as the case may be, and, if necessary, the execution of such Specific Conveyances by Purchaser, Vendor shall co-operate with Purchaser and provide all reasonable assistance that Purchaser may reasonably request in connection with Purchaser's procurement of the execution of such Specific Conveyances by the parties thereto other than Vendor and Purchaser. (e) In respect of any Specific Conveyances that do not require execution by Third Parties, Purchaser shall deliver such Specific Conveyances to the appropriate recipients thereof promptly after Closing or after the delivery of such Specific Conveyances after Closing, as the case may be, and, if necessary, execution by Purchaser, including the registration with the appropriate Governmental Authorities of any such Specific Conveyances that require registration. (f) Except as otherwise expressly stated herein, Purchaser shall bear all costs, fees and deposits of every nature and kind in distributing and registering any Specific Conveyances and subject to Subclauses 4.3(h) and 4.3(i) in providing any assurances or security required to convey, transfer and assign the Assets to Purchaser and to have Purchaser recognized as the holder thereof. (g) Notwithstanding the forgoing in this Clause 4.3, in the case of any Specific Conveyances that are transfers of Permits or Crown lease transfers which may be filed electronically with the applicable Governmental Authority, as soon as is reasonably practicable after promptly following Closing, Vendor shall submit electronic transfers for such Permits and Crown leases and Purchaser shall accept such electronic transfers from Vendor without delay, provided that, if Purchaser in good faith determines or believes that any of the electronic transfers are not complete and accurate, or the applicable Governmental Authority refuses to process any such transfers because of some defect therein, the Parties shall cooperate to duly complete or to correct such incomplete or inaccurate electronic transfers as soon as reasonably practicable and, thereafter, Vendor shall promptly re-submit such electronic transfers and Purchaser shall accept such electronic transfers from Vendor without delay. (h) If, for any reason, the ECON AER or any other Governmental Authority or any other Third Party requires either any Party (hereinafter referred to as "Such Party" in this and the next ClauseSubclause) to make a deposit, to provide any undertakings, information or other documentation or to take any action as a condition of or a prerequisite for the approval of the transfer of any Permits or the transfer or assignment of any of the Assets to Purchaser, immediately after receiving notice of such requirements and at its sole cost, Such Party shall make such deposits, provide such undertakings, information or other documentation and take such action, as the case may be. (i) If Such Party fails to make a deposit with the ECON AER, other Governmental Authority or other Third Party as provided under Clause Subclause 4.3(h) within five (5) 5 days of Such Party's receipt of notification that such deposit is required, the other Party (hereinafter referred to as the "Other Party" in this Clause) Subclause), shall have the right, but not the obligation, to make such deposit on behalf of Such Party and Such Party acknowledges and agrees that the Other Party shall be Such Party's agent with full power and authority to make such deposit for and on behalf of Such Party. Such Party shall reimburse the Other Party for the amount of any such deposit made by the Other Party and pay interest on the amount of such deposit at an annual rate equal to the Prime Rate plus one percentage point from the date on which the Other Party paid the deposit to the date on which the reimbursement for such deposit and payment of the corresponding interest is made in full. In addition to all other rights that may be available to the Other Party for the collection of such amounts from Such Party, the Other Party shall have the right to set-off the amount of any such deposit, including interest as provided in this Clause Subclause 4.3(i), against any monies payable by the Other Party to Such Party pursuant to this Agreement.

Specific Conveyances. (a) Vendor, Seller shall prepare the Specific Conveyances at its own cost, . Seller shall use commercially reasonable efforts to prepare the all required Specific Conveyances prior to the Closing Time Date, and Seller shall provide Buyer with an opportunity to deliver the review same. All Specific Conveyances prepared by Seller shall be in form and substance satisfactory to Purchaser at the Closing TimeBuyer, provided that, if and to the extent that any acting reasonably. If all Specific Conveyances are not delivered by Vendor prepared prior to Purchaser at the Closing TimeDate, Vendor Seller shall prepare and deliver to Purchaser the remaining Specific Conveyances them as soon as is reasonably practicable after Closing, but and in any event no later than [Redaction - date]. five (b5) Business Days after Closing. It shall not be necessary for any Specific Conveyances that are delivered by Vendor at the Closing Time to have been executed prior to or at Closing by parties theretoThird Parties. Promptly after Closing, other than Vendor itself Seller shall deliver all Specific Conveyances to Third Parties and Vendor's Affiliateseach applicable Governmental Authority in accordance with normal industry practices and the Approval and Vesting Order, and shall attend to the registration of Specific Conveyances with each applicable Governmental Authority in accordance with normal industry practices. Buyer shall be liable and responsible for the out-of- pocket costs incurred by Seller in connection with the deliveries and registrations referred to in the preceding sentence. (b) Buyer shall use all commercially reasonable efforts to become, as soon as reasonably practicable following Closing, the recognized holder of the Oil and Gas Assets in the place and stead of Seller, and shall where Seller is the registering party, promptly take all commercially reasonable steps that are necessary to verify such registrations. (c) To the extent that Purchaser is required to execute any Specific Conveyances, it shall do so promptly after the delivery of such Specific Conveyances by Vendor to Purchaser whether at or after the Closing Time, as the case may be. (d) In respect of any Specific Conveyances that require execution by Third Parties, promptly after Closing or the delivery of such Specific Conveyances after Closing, as the case may be, and, if necessary, the execution of such Specific Conveyances by Purchaser, Vendor shall co-operate with Purchaser and provide all reasonable assistance that Purchaser may reasonably request in connection with Purchaser's procurement of the execution of such Specific Conveyances by the parties thereto other than Vendor and Purchaser. (e) In respect of any Specific Conveyances that do not require execution by Third Parties, Purchaser shall deliver such Specific Conveyances to the appropriate recipients thereof promptly after Closing or after the delivery of such Specific Conveyances after Closing, as the case may be, and, if necessary, execution by Purchaser, including the registration with the appropriate Governmental Authorities of any such Specific Conveyances that require registration. (f) Except as otherwise expressly stated herein, Purchaser Buyer shall bear all out of pocket costs, fees and deposits of every nature and kind incurred (whether by Seller or Buyer) in distributing and registering any Specific Conveyances and in providing registering any further assurances or security required to convey, transfer convey the Oil and assign the Gas Assets to Purchaser and to have Purchaser recognized as the holder thereofBuyer. (gd) Notwithstanding the forgoing in this Clause 4.3, in the case of any Specific Conveyances that are transfers of Permits or Crown lease transfers which may be filed electronically with the applicable Governmental Authority, as soon as is reasonably practicable after Closing, Vendor shall submit electronic transfers for such Permits and Crown leases and Purchaser shall accept such electronic transfers from Vendor without delay, provided that, if Purchaser in good faith determines or believes that any of the electronic transfers are not complete and accurate, or the applicable Governmental Authority refuses to process any such transfers because of some defect therein, the Parties shall cooperate to duly complete or to correct such incomplete or inaccurate electronic transfers as soon as practicable and, thereafter, Vendor shall promptly re-submit such electronic transfers and Purchaser shall accept such electronic transfers from Vendor without delay. (h) If, for any reason, the ECON or any other Governmental Authority or any other Third Party requires either Party (hereinafter referred to as "Such Party" in this and the next Clause) to make a deposit, to provide any undertakings, information or other documentation or to take any action as a condition of or a prerequisite for the approval of the transfer of any Permits or the Any transfer or assignment of the legal interest of Seller or any Affiliate thereof in the Title Documents requiring consent from a Third Party that may be unreasonably and arbitrarily withheld by such Third Party shall not be assigned or transferred to Buyer until and unless the notice or consent requirements have been satisfied. Each Party shall use commercially reasonable efforts, as to matters within its control, to satisfy such requirements as of the Closing Date, and Buyer shall furnish any deposits or security reasonably required to complete such transfers and assignments in accordance with normal industry practices, the Approval and Vesting Order, the provisions of the Leases and the Contracts, and applicable Legal Requirements. (e) If any of the Assets Leases or Assigned Contracts or any of Seller's rights, entitlements, benefits, remedies, duties or obligations thereunder, which, as a matter of law, or by their terms are not assignable by Seller to PurchaserBuyer without the consent of a Third Party, immediately after receiving notice and such consent is not obtained by the Closing Date notwithstanding the performance by the Parties of their respective obligations under this Section 2.5 (any such requirements Lease or Assigned Contract, a "Post-Closing Consent Contract") then for a period of ninety (90) days following Closing, until the effective transfer of each such Post-Closing Consent Contract in respect thereof: (i) Seller, as bare trustee and agent of Buyer, shall hold the particular Post- Closing Consent Contracts in trust for the exclusive benefit of Buyer, and, subject to Sections 2.5(e)(ii), 2.5(e)(iii) and 2.5(e)(iv) shall perform and discharge all duties and obligations required thereunder, and Buyer shall have all rights, entitlements, benefits and remedies, arising or accruing with respect to such Post-Closing Consent Contracts during that period; (ii) Seller shall, at its sole costthe request and expense and under the direction of Buyer, Such Party in the name of Seller or otherwise as Buyer shall make reasonably specify, take all such depositsreasonable actions and do all reasonable things as shall, provide in the reasonable opinion of Buyer, be necessary or desirable in order that the rights, entitlements, benefits, remedies, duties and obligations of Seller under any such undertakingsPost-Closing Consent Contract may be enjoyed, information received or other documentation and take such actionperformed, as the case may be., in accordance with the terms of such Post-Closing Consent Contract, and provided further that all monies receivable under Post-Closing Consent Contracts may be received by Buyer and all rights, entitlements, benefits and remedies under such Post- Closing Consent Contracts may be exercised by Buyer in respect thereof; (iiii) If Such Party fails where applicable, Seller shall collect all monies (to make a deposit be held in trust and in segregated accounts and not commingled with Seller’s own funds) in respect of the ECON or other Third Party as provided under Clause 4.3(h) within five (5) days of Such Party's receipt of notification that such deposit is required, the other Party (hereinafter referred to as the "Other Party" in this Clause) shall have the right, but not the obligation, to make such deposit on behalf of Such Party and Such Party acknowledges and agrees that the Other Party shall be Such Party's agent with full power and authority to make such deposit Post-Closing Consent Contracts for and on behalf of Such Party. Such Party Buyer, and shall reimburse the Other Party for the amount promptly pay over such monies to Buyer net of any such deposit made by unpaid related costs or expenses (including any GST or other taxes that are payable in respect of the Other Party and pay interest on the amount receipt of such deposit at an annual rate equal amounts) until such time as the Post-Closing Consent Contracts are fully vested with Buyer; and (iv) Seller will promptly provide to Buyer all Third Party authorities for expenditures, notices, mail ballots, specific information, communications, invoices, cash calls, xxxxxxxx, and other documents Seller receives respecting the Oil and Gas Assets, and will respond to such authorities for expenditures, notices, mail ballots, information and other documents pursuant to the Prime Rate plus one percentage point from written instruction of Buyer. Notwithstanding the date foregoing, if the Parties have not received all required consents under the Post-Closing Consent Contracts, such that Buyer has not been novated into all of the Assigned Contracts and Leases, on which the Other Party paid the deposit or prior to the date on which that is ninety (90) days after the reimbursement for Closing Date, then, within ten (10) Business Days thereafter, at Buyer’s sole discretion, and upon notice of same being provided by Buyer to Seller within such deposit and payment ten (10) Business Day period, Seller shall make an application to the Court to seek the forced assignment (pursuant to section 11.3 of the corresponding interest is made in full. In addition to all other rights that may be available to the Other Party for the collection of such amounts from Such Party, the Other Party shall have the right to set-off the amount CCAA) of any such deposit, including interest and all outstanding Post-Closing Consent Contracts (as provided in this Clause 4.3(idirected by Xxxxx), against any monies payable by the Other and in such case, Buyer shall pay all reasonable out of pocket Third Party to Such Party pursuant to this Agreementcosts of Seller incurred in connection therewith.

Specific Conveyances. (a) Vendor, at its own cost, shall use commercially reasonable efforts to prepare the Specific Conveyances a reasonable time prior to the Closing Time and to deliver the shall provide same for Purchaser's review and comment. All such Specific Conveyances shall be executed by Vendor and delivered to Purchaser at the Closing Time, provided that, if and to the extent that any Specific Conveyances are not delivered by Vendor to Purchaser at the Closing Time, Vendor shall prepare and deliver to Purchaser the remaining Specific Conveyances as soon as is reasonably practicable after Closing, but in any event no later than [Redaction - date]. (b) It shall not be necessary for any Specific Conveyances that are delivered by Vendor at the Closing Time to have been executed prior to or at Closing by parties thereto, thereto other than Vendor itself and Vendor's Affiliatesitself. (c) To the extent that Purchaser is required to execute any Specific Conveyances, it shall do so promptly after the delivery of such Specific Conveyances by Vendor to Purchaser whether at or after the Closing Time, as the case may be. (d) In respect of any Specific Conveyances that require execution by Third Parties, promptly after Closing or the delivery of such Specific Conveyances after Closing, as the case may be, and, if necessary, the execution of such Specific Conveyances by Purchaser, Vendor shall co-operate with Purchaser and provide all reasonable assistance that Purchaser may reasonably request in connection with Purchaser's procurement of the execution of such Specific Conveyances by the parties thereto other than Vendor and Purchaser. (e) In respect of any Specific Conveyances that do not require execution by Third Parties, Purchaser shall deliver such Specific Conveyances to the appropriate recipients thereof promptly after Closing or after the delivery of such Specific Conveyances after Closing, as the case may be, and, if necessary, execution by Purchaser, including the registration with the appropriate Governmental Authorities of any such Specific Conveyances that require registration. (f) Except as otherwise expressly stated herein, Purchaser shall bear all costs, fees and deposits of every nature and kind in distributing and registering any Specific Conveyances and in providing any assurances or security required to convey, transfer and assign the Assets to Purchaser and to have Purchaser recognized as the holder thereof. (g) Notwithstanding the forgoing in this Clause 4.3, in the case of any Specific Conveyances that are transfers of Permits Permit or Crown lease transfers which may be filed electronically with the applicable Governmental Authority, as soon as is reasonably practicable after Vendor shall provide draft (saved but not submitted) copies of same to Purchaser at least fourteen (14) days prior to Closing. Purchaser shall provide any comments regarding same no later than five (5) days prior to Closing. Promptly following Closing, Vendor shall submit electronic transfers for such Permits and Crown leases and Purchaser shall accept (or shall cause its nominee to take such action to accept) such electronic transfers from Vendor without delay, provided that, if Purchaser in good faith determines or believes that any of the electronic transfers are not complete and accurate, or the applicable Governmental Authority refuses to process any such transfers because of some defect therein, the Parties shall cooperate to duly complete or to correct such incomplete or inaccurate electronic transfers as soon as practicable and, thereafter, Vendor shall promptly re-submit such electronic transfers and Purchaser shall accept (or shall cause its nominee to take any action required to accept) such electronic transfers from Vendor without delay. (h) If, for any reason, the ECON or any other Governmental Authority ERCB or any other Third Party requires either Party (hereinafter referred to as "Such Party" in this and the next Clause) Purchaser or its nominee to make a deposit, to provide any undertakings, information or other documentation or to take any action as a condition of or a prerequisite for the approval of the transfer of any Permits or the transfer or assignment of any of the Assets to Purchaser, immediately after receiving notice of such requirements and at its sole cost, Such Party Purchaser shall make such deposits, provide such undertakings, information or other documentation and take such action, as the case may be. (i) If Such Party Purchaser fails to make a deposit with the ECON ERCB or any other Third Party as provided under Clause 4.3(h) within five (5) days of Such PartyPurchaser's receipt of notification that such deposit is required, the other Party (hereinafter referred to as the "Other Party" in this Clause) Vendor shall have the right, but not the obligation, to make such deposit on behalf of Such Party Purchaser and Such Party Purchaser acknowledges and agrees that the Other Party Vendor shall be Such PartyPurchaser's agent with full power and authority to make such deposit for and on behalf of Such PartyPurchaser. Such Party Purchaser shall reimburse the Other Party Vendor for the amount of any such deposit made by the Other Party Vendor and pay interest on the amount of such deposit at an annual rate equal to the Prime Rate plus one percentage point from the date on which the Other Party Vendor paid the deposit to the date on which the reimbursement for such deposit and payment of the corresponding interest is made in full. In addition to all other rights that may be available to the Other Party Vendor for the collection of such amounts from Such PartyPurchaser, the Other Party Vendor shall have the right to set-off the amount of any such deposit, including interest as provided in this Clause 4.3(i), against any monies payable by the Other Party Vendor to Such Party Purchaser pursuant to this Agreement.

Specific Conveyances. (a) Vendor, at its own cost, CCNGP shall use commercially reasonable efforts to prepare the Specific Conveyances at its cost prior to the Closing Time and to deliver the Specific Conveyances to Purchaser at the Closing TimeClosing, provided that, that if and to the extent that any all Specific Conveyances are not delivered by Vendor to Purchaser at Closing, the Closing Time, Vendor shall prepare and deliver to Purchaser balance of the remaining Specific Conveyances as soon as is reasonably practicable after outstanding shall be delivered within 30 days following Closing, but . None of the Specific Conveyances shall confer or impose upon a Party any greater right or obligation than contemplated in any event no later than [Redaction - date]. (b) this Agreement. It shall not be necessary for any those Specific Conveyances that are delivered by Vendor at the prepared and circulated to Gas Corp. in a reasonable time prior to Closing Time to have been executed prior to or at Closing by parties theretoThird Parties. Promptly after Closing, other than Vendor itself and Vendorat Gas Corp.'s Affiliatescost, CCNGP shall deliver all Specific Conveyances to Third Parties and Government Authorities in accordance with normal industry practices and shall attend to the registration of Specific Conveyances with Government Authorities in accordance with normal industry practices. Gas Corp. shall use all reasonable efforts to become, as soon as reasonably practicable following Closing, the recognized and beneficial holder of the Assets in the place and stead of CCNGP, and shall where CCNGP is the registering party, promptly take whatever steps are necessary to verify such registrations. (cb) To the extent that Purchaser is required to execute any Specific Conveyances, it shall do so promptly after the delivery of such Specific Conveyances by Vendor to Purchaser whether at or after the Closing Time, as the case may be. (d) In respect of any Specific Conveyances that require execution by Third Parties, promptly after Closing or the delivery of such Specific Conveyances after Closing, as the case may be, and, if necessary, the execution of such Specific Conveyances by Purchaser, Vendor shall co-operate with Purchaser and provide all reasonable assistance that Purchaser may reasonably request in connection with Purchaser's procurement of the execution of such Specific Conveyances by the parties thereto other than Vendor and Purchaser. (e) In respect of any Specific Conveyances that do not require execution by Third Parties, Purchaser shall deliver such Specific Conveyances to the appropriate recipients thereof promptly after Closing or after the delivery of such Specific Conveyances after Closing, as the case may be, and, if necessary, execution by Purchaser, including the registration with the appropriate Governmental Authorities of any such Specific Conveyances that require registration. (f) Except as otherwise expressly stated herein, Purchaser Gas Corp. shall bear all costs, fees and deposits of every nature and kind incurred (whether by CCNGP or Gas Corp.) in distributing and registering any Specific Conveyances and in providing registering any further assurances or security required to convey, transfer and assign convey the Assets to Purchaser and to have Purchaser recognized as the holder thereof.Gas Corp. (gc) Notwithstanding By notice delivered to Gas Corp. not later than three Business Days prior to the forgoing in this Clause 4.3Closing Date, CCNGP may request Gas Corp. to pay to CCNGP at Closing CCNGP's bona fide estimate as set forth in the case of any Specific Conveyances that are transfers of Permits or Crown lease transfers which may be filed electronically with the applicable Governmental Authority, as soon as is reasonably practicable after Closing, Vendor shall submit electronic transfers for such Permits and Crown leases and Purchaser shall accept such electronic transfers from Vendor without delay, provided that, if Purchaser in good faith determines or believes that any notice of the electronic transfers are not complete costs, fees and accurate, or the applicable Governmental Authority refuses to process any such transfers because of some defect therein, the Parties shall cooperate to duly complete or to correct such incomplete or inaccurate electronic transfers as soon as practicable and, thereafter, Vendor shall promptly re-submit such electronic transfers and Purchaser shall accept such electronic transfers from Vendor without delay. (h) If, for any reason, the ECON or any other Governmental Authority or any other Third Party requires either Party (hereinafter deposits referred to as "Such Party" in this Subsection 3.5(b). In that event, Gas Corp. shall pay such amount to CCNGP at Closing and if the next Clause) to make a deposit, to provide any undertakings, information or other documentation or to take any action as a condition of or a prerequisite for estimate is less than the approval actual amount of the transfer costs, fees and deposits, Gas Corp. shall pay the deficiency shortfall to CCNGP promptly after receipt of any Permits or a request therefor, and if the transfer or assignment of any estimate exceeds the actual amount of the Assets to Purchasercosts, immediately after receiving notice of such requirements fees and at its sole cost, Such Party shall make such deposits, provide such undertakings, information or other documentation and take such action, as the case may be. (i) If Such Party fails to make a deposit with the ECON or other Third Party as provided under Clause 4.3(h) within five (5) days of Such Party's receipt of notification that such deposit is required, the other Party (hereinafter referred to as the "Other Party" in this Clause) shall have the right, but not the obligation, to make such deposit on behalf of Such Party and Such Party acknowledges and agrees that the Other Party shall be Such Party's agent with full power and authority to make such deposit for and on behalf of Such Party. Such Party CCNGP shall reimburse the Other Party for the amount of any such deposit made by the Other Party and pay interest on the amount of such deposit at an annual rate equal excess to the Prime Rate plus one percentage point from the date on which the Other Party paid the deposit to the date on which the reimbursement for such deposit and payment of the corresponding interest is made in full. In addition to all other rights that may be available to the Other Party for the collection of such amounts from Such Party, the Other Party shall have the right to set-off the amount of any such deposit, including interest as provided in this Clause 4.3(i), against any monies payable by the Other Party to Such Party pursuant to this Agreement.Gas Corp.