OF THE APPROVAL BY ANY APPLICABLE
REGULATORY AGENCIES CONCERNING CHANGE OF OPERATORSHIP OF THE OIL AND GAS
PROPERTIES IF BUYER OR BUYER'S AFFILIATE IS DULY ELECTED OPERATOR.
10.3
SELLER'S LOGOS.
COMMENCING NO LATER THAN SIXTY
(60) DAYS AFTER CLOSING, BUYER SHALL PROMPTLY COVER OR CAUSE TO BE COVERED BY
DECALS OR NEW SIGNAGE ANY NAMES AND MARKS ON THE OIL AND GAS PROPERTIES USED BY
SELLER, AND ALL VARIATIONS AND DERIVATIVES THEREOF AND LOGOS RELATING THERETO,
AND SHALL NOT THEREAFTER MAKE ANY USE WHATSOEVER OF SUCH NAMES, MARKS AND LOGOS.
10.4
LIKE-KIND EXCHANGES.
EACH PARTY CONSENTS TO THE
OTHER PARTY'S ASSIGNMENT OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT TO
ITS QUALIFIED INTERMEDIARY (AS THAT TERM IS DEFINED IN
SECTION 1.1031(K)-1(G)(4)(V) OF THE TREASURY REGULATIONS), OR TO ITS QUALIFIED
EXCHANGE ACCOMMODATION TITLEHOLDER (AS THAT TERM IS DEFINED IN REV. PROC.
2000-37), IN CONNECTION WITH EFFECTUATION OF A LIKE-KIND EXCHANGE.
HOWEVER,
SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT ANY ASSIGNMENT OF THIS AGREEMENT TO
A QUALIFIED INTERMEDIARY OR TO A QUALIFIED EXCHANGE ACCOMMODATION TITLEHOLDER
DOES NOT RELEASE EITHER PARTY FROM ANY OF THEIR RESPECTIVE LIABILITIES AND
OBLIGATIONS TO EACH OTHER UNDER THE AGREEMENT.
EACH PARTY AGREES TO COOPERATE
WITH THE OTHER TO ATTEMPT TO STRUCTURE THE TRANSACTION AS A LIKE-KIND EXCHANGE.
THE ELECTING PARTY SHALL INDEMNIFY AND HOLD HARMLESS THE NON-ELECTING PARTY FROM
AND AGAINST ALL CLAIMS, EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES AND COURT
COSTS) AND LIABILITIES RESULTING FROM ANY SUCH LIKE-KIND EXCHANGE.
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11.
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER.
ALL OBLIGATIONS OF BUYER UNDER THIS AGREEMENT ARE, AT BUYER'S ELECTION, SUBJECT
TO THE FULFILLMENT, PRIOR TO OR AT THE CLOSING, OF EACH OF THE FOLLOWING
CONDITIONS:
11.1
NO LITIGATION.
AT THE CLOSING, NO SUIT, ACTION OR
OTHER PROCEEDING SHALL BE PENDING BEFORE ANY COURT OR GOVERNMENTAL AGENCY WHICH
ATTEMPTS TO PREVENT THE OCCURRENCE OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
11.2
REPRESENTATIONS AND WARRANTIES.
ALL
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY CONTAINED IN THIS
AGREEMENT SHALL BE TRUE IN ALL MATERIAL RESPECTS AS OF THE CLOSING AS IF SUCH
REPRESENTATIONS AND WARRANTIES WERE MADE AS OF THE CLOSING DATE (EXCEPT FOR
THOSE REPRESENTATIONS OR WARRANTIES THAT ARE EXPRESSLY MADE ONLY AS OF ANOTHER
SPECIFIC DATE, WHICH REPRESENTATIONS AND WARRANTIES SHALL BE TRUE IN ALL
MATERIAL RESPECTS AS OF SUCH OTHER DATE) AND SELLER AND THE COMPANY SHALL HAVE
PERFORMED AND SATISFIED IN ALL MATERIAL RESPECTS ALL COVENANTS AND FULFILLED ALL
CONDITIONS REQUIRED BY THIS AGREEMENT TO BE PERFORMED AND SATISFIED BY SELLER
AND THE COMPANY AT OR PRIOR TO THE CLOSING.
11.3
OPERATIONS.
OPERATIONS OF THE OIL AND GAS
PROPERTIES SHALL HAVE BEEN TRANSFERRED TO BUYER OR BUYER'S DESIGNEE.
11.4
DUE DILIGENCE.
BUYER'S DUE DILIGENCE REVIEW OF THE
COMPANY AND ITS PROPERTIES, BOOKS AND RECORDS AND OPERATIONS SHALL NOT HAVE
IDENTIFIED ANY ISSUE, CONTINGENCY OR OTHER MATTER WHICH COULD HAVE A MATERIAL
ADVERSE EFFECT ON THE COMPANY OR ITS ASSETS.
11.5
RELEASES.
SELLER AND ANY OF ITS AFFILIATES
INVOLVED IN TRANSACTIONS WITH THE COMPANY SHALL HAVE