SET FORTH ON THE POST-CLOSING ADJUSTMENT STATEMENT.
4.5
SUSPENDED FUNDS.
AT THE CLOSING, SELLER SHALL PROVIDE TO BUYER A
LISTING SHOWING ALL THIRD PARTY PROCEEDS FROM PRODUCTION ATTRIBUTABLE TO THE
OPERATED LEASES WHICH ARE CURRENTLY HELD IN SUSPENSE AND SHALL TRANSFER TO BUYER
ALL OF THOSE SUSPENDED PROCEEDS.
THE COMPANY SHALL BE RESPONSIBLE FOR PROPER
DISTRIBUTION OF ALL THE SUSPENDED PROCEEDS, TO THE EXTENT SO IDENTIFIED BY
SELLER, TO THE PARTIES LAWFULLY ENTITLED TO THEM AND ANY CLAIMS RELATED THERETO,
AND THE COMPANY HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER FROM
AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES ARISING
OUT OF OR RELATING TO THOSE SUSPENDED PROCEEDS AND ANY CLAIMS RELATED THERETO
AFTER THE EFFECTIVE TIME.
SELLER SHALL BE RESPONSIBLE AND LIABLE FOR, ANY
CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES ARISING OUT OF OR RELATING TO
THOSE SUSPENDED PROCEEDS AND ANY CLAIMS RELATED THERETO THROUGH THE CLOSING DATE
AND RELATED TO ANY SUSPENDED FUNDS NOT IDENTIFIED BY SELLER AS PROVIDED ABOVE.
4.6
AUDIT ADJUSTMENTS.
SELLER RETAINS ALL RIGHTS TO ADJUSTMENTS
RESULTING FROM ANY OPERATING AGREEMENT AND OTHER AUDIT CLAIMS ASSERTED AGAINST
THIRD PARTY OPERATORS ON TRANSACTIONS OCCURRING PRIOR TO THE EFFECTIVE TIME
(WHICH INCLUDES BUYER, IF APPLICABLE).
ANY CREDIT RECEIVED BY BUYER PERTAINING
TO SUCH AN AUDIT CLAIM SHALL BE PAID TO SELLER WITHIN THIRTY (30) DAYS AFTER
RECEIPT.
4.7
COOPERATION.
EACH PARTY COVENANTS AND AGREES TO PROMPTLY INFORM
THE OTHER WITH RESPECT TO AMOUNTS OWING UNDER SECTIONS 4.4 AND 4.6 HEREOF.
5.
DUE DILIGENCE: TITLE MATTERS.
5.1
GENERAL ACCESS.
(A)
DURING REASONABLE BUSINESS HOURS, SELLER AND THE COMPANY AGREE TO
GRANT BUYER PHYSICAL ACCESS TO THE OIL AND GAS PROPERTIES AND OTHER ASSETS OF
THE COMPANY TO ALLOW BUYER TO CONDUCT, AT BUYER'S SOLE RISK AND EXPENSE, ON-SITE
INSPECTIONS AND ENVIRONMENTAL ASSESSMENTS OF THE OIL AND GAS PROPERTIES AND
OTHER ASSETS OF THE COMPANY.
IN CONNECTION WITH ANY SUCH ON-SITE INSPECTIONS,
BUYER AGREES NOT TO INTERFERE WITH THE NORMAL OPERATION OF THE OIL AND GAS
PROPERTIES AND OTHER ASSETS OF THE COMPANY AND AGREES TO COMPLY WITH ALL
REQUIREMENTS OF THE OPERATORS OF THE WELLS.
IF BUYER OR ITS AGENTS PREPARES AN
ENVIRONMENTAL ASSESSMENT OF ANY OF THE OIL AND GAS PROPERTIES AND OTHER ASSETS
OF THE COMPANY, BUYER AGREES TO KEEP SUCH ASSESSMENT CONFIDENTIAL.
IN
CONNECTION WITH GRANTING SUCH ACCESS, BUYER REPRESENTS THAT IT IS ADEQUATELY
INSURED AND WAIVES, RELEASES AND AGREES TO INDEMNIFY THE SELLER AND THE COMPANY
AGAINST ALL CLAIMS FOR INJURY TO, OR DEATH OF, PERSONS OR FOR DAMAGE TO
OPERATIONS OR PROPERTY ARISING IN ANY WAY FROM THE ACCESS AFFORDED TO BUYER
HEREUNDER OR THE ACTIVITIES OF BUYER, EXCEPT TO THE EXTENT CAUSED BY SELLER'S OR
THE COMPANY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
THIS WAIVER, RELEASE AND
INDEMNITY BY BUYER SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
(B)
UPON THE EXECUTION OF THIS AGREEMENT, SELLER AND THE COMPANY SHALL
GIVE BUYER AND ITS REPRESENTATIVES, EMPLOYEES, CONSULTANTS, INDEPENDENT
CONTRACTORS, ATTORNEYS AND OTHER ADVISORS REASONABLE ACCESS TO THE RECORDS AND
OTHER