REQUIRE THAT SELLERS USE REASONABLE EFFORTS (WITHOUT BEING OBLIGATED TO INCUR
ANY EXPENSE OR INSTITUTE ANY CAUSE OF ACTION) TO CAUSE THE OPERATOR OF SUCH
ASSETS TO TAKE SUCH ACTIONS OR RENDER SUCH PERFORMANCE WITHIN THE CONSTRAINTS OF
THE APPLICABLE OPERATING AGREEMENTS AND OTHER APPLICABLE AGREEMENTS.
SECTION 13.03
OPERATION OF THE ASSETS AFTER THE CLOSING. IT IS EXPRESSLY
UNDERSTOOD AND AGREED THAT SELLERS SHALL NOT BE OBLIGATED TO CONTINUE OPERATING
ANY OF THE ASSETS FOLLOWING THE CLOSING AND BUYER HEREBY ASSUMES FULL
RESPONSIBILITY FOR OPERATING (OR CAUSING THE OPERATION OF) ALL ASSETS FOLLOWING
THE CLOSING. SELLERS SHALL MAKE ITS PERSONNEL AVAILABLE TO BUYER PRIOR TO THE
CLOSING AS MAY BE REASONABLY NECESSARY TO ASSIST IN THE TRANSITION IF BUYER
BECOMES THE OPERATOR. WITHOUT IMPLYING ANY OBLIGATION ON SELLERS' PART TO
CONTINUE OPERATING ANY ASSETS AFTER THE CLOSING, IF SELLERS ELECT TO CONTINUE TO
OPERATE ANY ASSETS FOLLOWING THE CLOSING AT THE REQUEST OF BUYER OR ANY THIRD
PARTY WORKING INTEREST OWNER, DUE TO CONSTRAINTS OF APPLICABLE JOINT OPERATING
AGREEMENT(S), FAILURE OF A SUCCESSOR OPERATOR TO TAKE OVER OPERATIONS OR OTHER
REASONABLE CAUSE, SUCH CONTINUED OPERATION BY SELLERS SHALL BE FOR THE ACCOUNT
OF BUYER, AT THE SOLE RISK, COST AND EXPENSE OF BUYER. SELLERS, AS A PART OF THE
ASSUMED OBLIGATIONS, IS HEREBY RELEASED AND INDEMNIFIED BY BUYER FROM ALL
CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, CAUSES OF ACTION AND JUDGMENTS OF ANY
KIND OR CHARACTER (INCLUDING THOSE RESULTING FROM SELLERS' SOLE, JOINT,
COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) WITH RESPECT TO (A)
SUCH CONTINUED OPERATIONS BY SELLERS, (B) BUYER'S ASSUMPTION OF OPERATIONS FROM
SELLERS, AND (C) COMPLIANCE WITH THE TERMS OF ANY APPLICABLE JOINT OPERATING
AGREEMENT RELATED TO THE ELECTION OF A SUCCESSOR OPERATOR. BUYER SHALL CONDUCT
OR CAUSE TO BE CONDUCTED ALL OPERATIONS ON THE ASSETS AFTER CLOSING IN A GOOD
AND WORKMANLIKE MANNER AND IN COMPLIANCE WITH ALL APPLICABLE LAWS, RULES,
REGULATIONS AND AGREEMENTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, WITHIN FIVE (5) BUSINESS DAYS AFTER CLOSING, SELLERS WILL RESIGN AS
OPERATOR OF ANY WELLS WITHIN THE ASSETS THAT SELLERS CURRENTLY OPERATES.
25
SECTION 13.04
CASUALTY LOSS.
(A)
BUYER SHALL ASSUME ALL RISK OF LOSS WITH RESPECT TO, AND ANY
CHANGE IN THE CONDITION OF, THE ASSETS FROM THE DATE OF THIS AGREEMENT UNTIL THE
CLOSING, INCLUDING WITH RESPECT TO THE DEPLETION OF HYDROCARBONS, THE
WATERING-OUT OF ANY WELL, THE COLLAPSE OF CASING, SAND INFILTRATION OF WELLS,
AND THE DEPRECIATION OF PERSONAL PROPERTY.
(B)
IF AFTER THE DATE OF THIS AGREEMENT AND PRIOR TO THE CLOSING ANY
PART OF THE ASSETS SHALL BE DAMAGED OR DESTROYED BY FIRE OR OTHER CASUALTY OR IF
ANY PART OF THE ASSETS SHALL BE TAKEN IN CONDEMNATION OR UNDER THE RIGHT OF
EMINENT DOMAIN OR IF PROCEEDINGS FOR SUCH PURPOSES SHALL BE PENDING OR
THREATENED, THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING
ANY SUCH DESTRUCTION, TAKING OR PROCEEDING, OR THE THREAT THEREOF AND THE
PARTIES SHALL PROCEED WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
NOTWITHSTANDING SUCH