4.5.
9.2
DELIVERIES BY BUYER TO SELLER AND THE COMPANY.
AT THE CLOSING, IN
ADDITION TO MAKING THE PAYMENTS DESCRIBED IN SECTIONS 3.2 AND 3.3, BUYER SHALL
DELIVER TO SELLER THE FOLLOWING:
(A)
A CERTIFICATE OF A DULY AUTHORIZED REPRESENTATIVE OF BUYER, DATED
THE CLOSING DATE, AUTHORIZING THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND CERTIFYING THAT
SUCH AUTHORIZATIONS ARE IN FULL FORCE AND EFFECT AND HAVE NOT BEEN RESCINDED OR
AMENDED AS OF THE CLOSING DATE;
(B)
EVIDENCE SATISFACTORY TO SELLER INDICATING (I) PAYMENT IN FULL OF
THE AMOUNTS REFLECTED IN THE PAY-OFF LETTERS OR (II) A COMPLETE AND GENERAL
RELEASE OF THE SELLER AND FOC FROM ALL LIABILITIES AND OBLIGATIONS UNDER THE
COMPANY DEBT; AND
30
(C)
A CERTIFICATE OF A DULY AUTHORIZED REPRESENTATIVE OF BUYER
ATTESTING AS TO THE INCUMBENCY AND SIGNATURE OF EACH PERSON WHO SHALL EXECUTE
THIS AGREEMENT OR ANY OTHER MATERIAL DOCUMENT RELATED TO THIS TRANSACTION.
ARTICLE X
TRANSITION OPERATIONS
10.1
TRANSITION OPERATIONS.
WITH RESPECT TO ANY PORTION OF THE OIL AND
GAS PROPERTIES OPERATED BY COMPANY OR ITS AGENT, AFTER CLOSING AND UNTIL SUCH
TIME AS BUYER MAY BE RECOGNIZED AND APPROVED BY THE APPLICABLE FEDERAL OR STATE
AGENCY AS OPERATOR OF SUCH PORTION OF THE OIL AND GAS PROPERTIES, FOC SHALL
OPERATE SUCH PORTION OF THE OIL AND GAS PROPERTIES FOR THE ACCOUNT OF BUYER,
UNDER THE TERMS OF THE INTERCOMPANY SERVICES AGREEMENT LISTED ON SCHEDULE 4.7
BETWEEN THE COMPANY AND FOC.
IN CONNECTION WITH SUCH OPERATIONS UNDER THE
INTERCOMPANY SERVICES AGREEMENT, THE COMPANY SHALL PAY FOC CONSISTENT WITH THE
PROVISIONS OF THEREOF, PLUS AN ADDITIONAL FEE EQUAL TO US$200,000 PER MONTH,
PROVIDED THAT SUCH ADDITIONAL FEES SHALL BEGIN TO ACCRUE FROM THE FIRST DAY OF
THE FIRST MONTH BEGINNING AT LEAST 90 DAYS AFTER CLOSING. UPON BUYER BEING
RECOGNIZED AS OPERATOR AS TO ALL OF THE OIL AND GAS PROPERTIES, BUYER SHALL
DELIVER TO FOC WRITTEN NOTICE OF ITS INTENTION TO ASSUME OPERATIONS, DESIGNATING
THE DATE OF ITS INTENDED ASSUMPTION.
ON SUCH DATE, THE INTERCOMPANY SERVICES
AGREEMENT SHALL IMMEDIATELY TERMINATE AND BE OF NO FURTHER FORCE AND EFFECT,
WITH NO FURTHER LIABILITY THEREUNDER ON THE PART OF EITHER BUYER OR THE COMPANY,
EXCEPT FOR REIMBURSEMENTS AND A PRO RATA PORTION OF THE OPERATING FEE FOR THE
PERIOD THROUGH THE DATE OF TERMINATION AND ANY INDEMNITY PROTECTIONS THAT
SURVIVE TERMINATION PER THE TERMS OF THE INTERCOMPANY SERVICES AGREEMENT.
ARTICLE XI
TERMINATION
11.1
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED AND THE TRANSACTIONS
CONTEMPLATED HEREBY MAY BE ABANDONED AT ANY TIME PRIOR TO THE CLOSING DATE:
(A)
BY MUTUAL WRITTEN CONSENT OF THE COMPANY, SELLER AND BUYER;
(B)
BY ANY OF THE COMPANY, SELLER OR BUYER IF ANY GOVERNMENTAL ENTITY
SHALL HAVE ISSUED ANY INJUNCTION OR TAKEN ANY OTHER ACTION PERMANENTLY
RESTRAINING, ENJOINING OR OTHERWISE PROHIBITING THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND SUCH INJUNCTION OR OTHER ACTION SHALL HAVE
BECOME FINAL AND NONAPPEALABLE;
(C)
(I) BY SELLER IN THE EVENT OF A MATERIAL