AND (IV) THE EXECUTION AND
DELIVERY OF ANY ADDITIONAL INSTRUMENTS NECESSARY TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT; PROVIDED, HOWEVER, THAT NEITHER THE COMPANY NOR
BUYER SHALL BE UNDER ANY OBLIGATION TO TAKE ANY ACTION TO THE EXTENT THAT THE
GOVERNING BODY OF SUCH PARTY SHALL CONCLUDE IN GOOD FAITH, AFTER CONSULTATION
WITH AND BASED UPON THE WRITTEN ADVICE OF THEIR RESPECTIVE OUTSIDE LEGAL COUNSEL
(WHICH ADVICE IN EACH CASE NEED NOT CONSTITUTE AN OPINION), THAT SUCH ACTION
WOULD CAUSE A BREACH OF FIDUCIARY OBLIGATIONS UNDER APPLICABLE LAW.
(B)
NOTIFICATION.
THE SELLER AND THE COMPANY SHALL
GIVE PROMPT NOTICE TO BUYER, AND BUYER SHALL GIVE PROMPT NOTICE TO THE SELLER
AND THE COMPANY, OF (I) ANY REPRESENTATION OR WARRANTY MADE BY IT CONTAINED IN
THIS AGREEMENT BECOMING UNTRUE OR INACCURATE IN ANY MATERIAL RESPECT OR (II) THE
FAILURE BY IT TO COMPLY WITH OR SATISFY IN ANY MATERIAL RESPECT ANY COVENANT,
CONDITION OR AGREEMENT TO BE COMPLIED WITH OR SATISFIED BY IT UNDER THIS
AGREEMENT; PROVIDED, HOWEVER, THAT NO SUCH NOTIFICATION SHALL AFFECT THE
REPRESENTATIONS OR WARRANTIES OR COVENANTS OR AGREEMENTS OF THE PARTIES OR THE
CONDITIONS TO THE OBLIGATIONS OF THE PARTIES HEREUNDER.
9.5
PAYMENT OF INDEBTEDNESS.
SELLER WILL CAUSE
ALL INDEBTEDNESS OWED TO THE COMPANY BY SELLER OR ANY AFFILIATE OF SELLER, IF
ANY, TO BE PAID IN FULL PRIOR TO CLOSING.
9.6
INSIDER DEBT AND LIABILITIES.
ALL DEBT,
OBLIGATIONS AND LIABILITIES, IF ANY, OWED BY THE COMPANY TO SELLER AND ITS
AFFILIATES SHALL BE DEEMED PAID AND CANCELLED AT CLOSING.
SELLER
35
AGREES TO AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE AND RELEASE THE COMPANY,
FROM ANY AND ALL SUCH DEBTS, LIABILITIES AND OBLIGATIONS, BY EXECUTING AND
DELIVERING A RELEASE AT CLOSING IN A FORM ACCEPTABLE TO BUYER (COLLECTIVELY, THE
"RELEASES").
SELLER SHALL DELIVER ANY DOCUMENTS EVIDENCING SUCH DEBT, IF ANY,
MARKED PAID, TO BUYER AT CLOSING.
9.7
OPERATION OF OIL AND GAS PROPERTIES.
SELLER
SHALL CAUSE THE TRANSFER ALL OPERATIONS OF THE OIL AND GAS PROPERTIES TO BUYER
OR BUYER'S DESIGNEE EFFECTIVE AS OF CLOSING.
10.
CERTAIN AGREEMENTS OF BUYER.
BUYER AGREES AND
COVENANTS THAT UNLESS SELLER SHALL HAVE CONSENTED OTHERWISE IN WRITING, THE
FOLLOWING PROVISIONS SHALL APPLY:
10.1
PLUGGING OBLIGATION.
UPON CONSUMMATION OF THE
CLOSING, THE COMPANY AND BUYER SHALL PERFORM ALL NECESSARY AND PROPER PLUGGING
AND ABANDONMENT OF ALL WELLS AND ALL SURFACE RESTORATION AND RECLAMATION
REQUIRED BY LAW OR THE LEASES, IN EACH CASE TO THE EXTENT THE SAME RELATE TO THE
OIL AND GAS PROPERTIES.
10.2
PLUGGING BOND.
THE COMPANY, BUYER OR BUYER'S
AFFILIATE SHALL POST, PRIOR TO CLOSING, THE NECESSARY BONDS OR LETTERS OF CREDIT
AS REQUIRED BY THE STATE IN WHICH THE LEASES ARE LOCATED FOR THE PLUGGING OF ALL
WELLS, AND PROVIDE SELLER WITH A COPY OF SAME, AND PROVIDE PROOF SATISFACTORY TO
SELLER THAT THE APPLICABLE STATE HAS ACCEPTED SUCH BONDS OR LETTERS OF CREDIT AS
SUFFICIENT ASSURANCE TO COVER THE PLUGGING OF ALL WELLS AND RELATED MATTERS.
FURTHER, BUYER SHALL PROVIDE TO SELLER COPIES