AGREE TO TAKE SUCH FURTHER ACTIONS AND TO EXECUTE, ACKNOWLEDGE AND
DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AS MAY BE NECESSARY OR USEFUL
IN CARRYING OUT THE PURPOSES OF THIS AGREEMENT OR OF ANY DOCUMENT DELIVERED
PURSUANT HERETO.
11.8
MATERIAL CONTRACTS.
IF CLOSING OCCURS, PURCHASER
AGREES TO ASSUME ALL OF NOBLE'S OBLIGATIONS FROM AND AFTER THE EFFECTIVE TIME
RELATING TO THE ORDERS AND CONTRACTS, AS WELL AS NOBLE'S OBLIGATIONS UNDER ALL
LEASES, AGREEMENTS, ORDERS, INSTRUMENTS AND DOCUMENTS RELATING TO THE ASSETS
WHICH ARE : (A) OF RECORD OR WHICH ARE REFERENCED IN DOCUMENTS OF RECORD OR IN
ANY OF THE MATERIALS SET FORTH ON EXHIBIT "A-2" OR (B) LISTED ON AN EXHIBIT OR
SCHEDULE TO THIS AGREEMENT.
11.9
MARKETING CONTRACTS AND CALLS ON PRODUCTION.
EXCEPT AS DISCLOSED ON SCHEDULE 11.9, NOBLE REPRESENTS THAT (A) TO NOBLE'S
KNOWLEDGE, NOBLE IS NOT A PARTY TO ANY CONTRACT FOR THE SALE AND MARKETING OF
HYDROCARBONS PRODUCED FROM OR ATTRIBUTABLE TO THE ASSETS WHICH HAS A TERM IN
EXCESS OF THIRTY (30) DAYS; AND (B) THERE ARE NO CALLS ON, OR OTHER RIGHTS TO
PURCHASE, HYDROCARBONS PRODUCED FROM OR ATTRIBUTABLE TO THE ASSETS, WHETHER OR
NOT THE SAME ARE CURRENTLY BEING EXERCISED.
11.10
GAS PROCESSING ARRANGEMENT.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED HEREIN, NOBLE SHALL RETAIN ITS PRESENT OWNERSHIP
INTEREST IN ALL GAS PROCESSING PLANTS AND FACILITIES.
11.11
PAYOUT BALANCES.
NOBLE REPRESENTS THAT THE PAYOUT
BALANCES ON WELLS IN WHICH A REVERSIONARY INTEREST IS APPLICABLE ARE SET FORTH
ON SCHEDULE 11.11.
11.12
EMPLOYEE AND BENEFIT MATTERS.
(A)
PRIOR TO THE EXPIRATION OF FIFTEEN (15)
BUSINESS DAYS AFTER THE DATE HEREOF, NOBLE SHALL DELIVER TO PURCHASER A LIST OF
CERTAIN EMPLOYEES OF NOBLE OR ITS AFFILIATES WHO PROVIDE SERVICES PRIMARILY IN
CONNECTION WITH THE ASSETS (SUCH EMPLOYEES BEING COLLECTIVELY THE "BUSINESS
EMPLOYEES").
AT THE REQUEST OF PURCHASER, FROM AND AFTER THE DATE PURCHASER
RECEIVES SUCH LIST FROM NOBLE UNTIL FIVE (5) BUSINESS DAYS PRIOR TO THE CLOSING
DATE, NOBLE AND SUCH AFFILIATES SHALL MAKE THE BUSINESS EMPLOYEES AVAILABLE TO
PURCHASER AT REASONABLE TIMES TO DISCUSS POTENTIAL EMPLOYMENT WITH PURCHASER OR
AN AFFILIATE OF PURCHASER.
PURCHASER OR AN AFFILIATE MAY OFFER EMPLOYMENT
(WHICH SHALL BE EFFECTIVE AS OF AND CONTINGENT ON THE OCCURRENCE OF THE CLOSING)
TO EACH BUSINESS EMPLOYEE AT A BASE SALARY OR HOURLY RATE AND EMPLOYEE BENEFITS
THAT ARE SUBSTANTIALLY SIMILAR TO THE CURRENT BASE SALARY OR HOURLY RATE OF
PURCHASER OR ITS AFFILIATE'S SIMILARLY SITUATED EMPLOYEES AND, UNLESS OTHERWISE
AGREED BY THE EMPLOYEE, TO PROVIDE
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THE SAME OR SUBSTANTIALLY SIMILAR SERVICES AND AT THE SAME LOCATION OR LOCATIONS
OF EMPLOYMENT.
EACH OFFER OF EMPLOYMENT TO A BUSINESS EMPLOYEE SHALL BE
CONSISTENT WITH THE PROVISIONS OF THIS SECTION 11.12(A).
ON OR BEFORE THE DATE
THAT IS FIVE (5) BUSINESS DAYS PRIOR TO THE CLOSING DATE, PURCHASER SHALL NOTIFY
NOBLE WHICH BUSINESS EMPLOYEES HAVE ACCEPTED OFFERS OF EMPLOYMENT WITH PURCHASER
OR ITS AFFILIATE, AND WHICH BUSINESS EMPLOYEES HAVE REJECTED SUCH OFFERS OF
EMPLOYMENT.
THE EMPLOYMENT WITH PURCHASER OR AN AFFILIATE OF PURCHASER