DESTRUCTION OR TAKING WITHOUT REDUCTION OF THE PURCHASE
PRICE, BUT SUBJECT TO SECTION 13.04(C).
(C)
NOTWITHSTANDING SECTION 13.04(A), IN THE EVENT OF ANY LOSS
DESCRIBED IN SECTION 13.04(B), AT THE CLOSING, SELLERS SHALL PAY TO BUYER ALL
SUMS PAID TO SELLERS BY THIRD PARTIES BY REASON OF THE DESTRUCTION OR TAKING OF
SUCH ASSETS (UP TO THE ALLOCATED VALUE THEREOF), INCLUDING ANY SUMS PAID
PURSUANT TO ANY POLICY OR AGREEMENT OF INSURANCE OR INDEMNITY, AND SHALL ASSIGN,
TRANSFER AND SET OVER UNTO BUYER ALL OF THE RIGHTS, TITLE AND INTEREST OF
SELLERS IN AND TO ANY CLAIMS, CAUSES OF ACTION, UNPAID PROCEEDS OR OTHER
PAYMENTS FROM THIRD PARTIES, INCLUDING ANY POLICY OR AGREEMENT OF INSURANCE OR
INDEMNITY, ARISING OUT OF SUCH DESTRUCTION OR TAKING (UP TO THE ALLOCATED VALUE
THEREOF). NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 13.04,
SELLERS SHALL MAINTAIN ANY CURRENTLY EXISTING INSURANCE COVERAGE WITH RESPECT TO
ANY OF THE ASSETS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
SECTION 13.04, SHOULD THE UNCOMPENSATED LOSS EXCEED TEN PERCENT (10%) OF THE
PURCHASE PRICE, BUYER SHALL HAVE THE OPTION TO TERMINATE THIS AGREEMENT IN WHICH
EVENT SELLERS SHALL RETURN THE DEPOSIT TO BUYER WITHIN THREE (3) BUSINESS DAYS
AFTER SUCH TERMINATION.
SECTION 13.05
OPERATORSHIP. WITHIN FIVE (5) BUSINESS DAYS AFTER CLOSING,
SELLERS WILL SEND OUT NOTIFICATIONS OF ITS RESIGNATION AS OPERATOR FOR ALL WELLS
SELLERS CURRENTLY OPERATES AND IS SELLING TO BUYER PURSUANT TO THIS AGREEMENT.
BUYER ACKNOWLEDGES THAT THE RIGHTS AND OBLIGATIONS ASSOCIATED WITH SUCH WELLS
ARE GOVERNED BY APPLICABLE AGREEMENTS AND THAT OPERATORSHIP WILL BE DETERMINED
BY THE TERMS OF THOSE AGREEMENTS.
SECTION 13.06
TRANSITION PERIOD. EFFECTIVE AS OF CLOSING AND UNTIL THE
END OF THE FIRST PRODUCTION MONTH FOLLOWING CLOSING (THE "TRANSITION PERIOD"),
SELLERS SHALL CONTINUE THE PHYSICAL OPERATIONS AND ACCOUNTING OF THE
SELLERS-OPERATED SUBJECT INTERESTS.
26
ARTICLE XIV
OBLIGATIONS AND INDEMNIFICATION
SECTION 14.01
RETAINED OBLIGATIONS. PROVIDED THAT THE CLOSING OCCURS,
FOR A PERIOD OF ONE (1) YEAR FROM CLOSING, AND NOT THEREAFTER, SELLERS SHALL
RETAIN (A) ALL OBLIGATIONS AND LIABILITIES OF SELLERS FOR THE PAYMENT OR
IMPROPER PAYMENT OF ROYALTIES, RENTALS AND OTHER SIMILAR PAYMENTS UNDER THE
LEASES RELATING TO THE SUBJECT INTERESTS ACCRUING PRIOR TO THE EFFECTIVE TIME;
(B) ALL OBLIGATIONS OF SELLERS UNDER THE CONTRACTS FOR (I) OVERHEAD CHARGES
RELATED TO PERIODS PRIOR TO THE EFFECTIVE TIME, (II) COSTS AND EXPENSES INCURRED
PRIOR TO THE EFFECTIVE TIME FOR GOODS AND SERVICES PROVIDED PRIOR TO THE
EFFECTIVE TIME, AND (III) OTHER PAYMENT OBLIGATIONS THAT ACCRUE AND BECOME DUE
PRIOR TO THE EFFECTIVE TIME; (C) ALL LIABILITY OF SELLERS TO THIRD PARTIES FOR
PERSONAL INJURY OR DEATH TO THE EXTENT OCCURRING PRIOR TO THE EFFECTIVE TIME AS
A RESULT OF THE OPERATION OF THE ASSETS; (D) AD VALOREM, PROPERTY, SEVERANCE AND
SIMILAR TAXES ATTRIBUTABLE TO THE PERIOD OF TIME PRIOR TO THE EFFECTIVE TIME
RETAINED BY SELLERS UNDER SECTION 9.02; AND (E) EXCEPT AS DISCLOSED IN SCHEDULE
5.06, ALL LITIGATION EXISTING AS OF THE CLOSING DATE, TO THE EXTENT IT RELATES
TO THE