LAW) AND PROVIDED BUYER IS NOTIFIED AS SOON THEREAFTER
AS PRACTICABLE.
(B)
NON-OPERATED PROPERTIES.
IF SELLER IS NOT THE OPERATOR OF A
PARTICULAR PORTION OF THE ASSETS, THE OBLIGATIONS OF SELLER IN SECTION 8.1 WITH
RESPECT TO SUCH PORTION OF THE ASSETS, WHICH HAVE REFERENCE TO OPERATIONS OR
ACTIVITIES THAT PURSUANT TO EXISTING CONTRACTS ARE CARRIED OUT OR PERFORMED BY
THE OPERATOR, SHALL BE CONSTRUED TO REQUIRE ONLY THAT SELLER USE ITS REASONABLE
BEST EFFORTS (WITHOUT BEING OBLIGATED TO INCUR ANY EXPENSE OR INSTITUTE ANY
CAUSE OF ACTION) TO CAUSE THE OPERATOR OF SUCH PORTION OF THE ASSETS TO TAKE
SUCH ACTIONS OR RENDER SUCH PERFORMANCE WITHIN THE CONSTRAINTS OF THE APPLICABLE
OPERATING AGREEMENTS AND OTHER APPLICABLE AGREEMENTS.
(C)
CERTAIN OPERATIONS.
(1)
SHOULD SELLER NOT WISH TO PAY ANY LEASE RENTAL OR OTHER PAYMENT OR
PARTICIPATE IN ANY REWORKING, DEEPENING, DRILLING, COMPLETION, EQUIPPING OR
OTHER OPERATION ON OR WITH RESPECT TO ANY WELL OR OTHER PROPERTY SUBDIVISION
CONSTITUTING PART OF THE E & P ASSETS WHICH MAY OTHERWISE BE REQUIRED BY SECTION
8.1, SELLER SHALL GIVE BUYER WRITTEN NOTICE THEREOF AT LEAST FIFTEEN (15) DAYS
PRIOR TO THE DATE SUCH RENTAL OR OTHER PAYMENT IS DUE OR, IN THE CASE OF AN
OPERATION, PROMPTLY AFTER SELLER RECEIVES NOTICE OF SUCH PROPOSED OPERATION FROM
THE OPERATOR OF SUCH PROPERTY (OR IF SELLER IS THE OPERATOR, AT THE SAME TIME
SELLER GIVES OR IS REQUIRED TO GIVE NOTICE OF SUCH PROPOSED OPERATION TO THE
NON-OPERATORS OF SUCH PROPERTY).
SELLER SHALL NOT BE OBLIGATED TO MAKE ANY SUCH
PAYMENT OR TO ELECT TO PARTICIPATE IN ANY SUCH OPERATION WHICH SELLER DOES NOT
WISH TO MAKE OR PARTICIPATE IN UNLESS SELLER RECEIVES FROM BUYER, WITHIN A
REASONABLE TIME PRIOR TO THE DATE WHEN SUCH PAYMENT OR ELECTION IS REQUIRED TO
BE MADE BY SELLER, (A) THE WRITTEN ELECTION AND AGREEMENT OF BUYER (I) TO
REQUIRE SELLER TO TAKE SUCH ACTION AND (II) TO PAY ALL COSTS AND EXPENSES OF
SELLER WITH RESPECT TO SUCH LEASE RENTAL OR OTHER PAYMENT OR SUCH OPERATION AND
(B) THE FUNDS NECESSARY FOR SUCH PAYMENT OR OPERATION AS CONTAINED IN THE
APPLICABLE AFE THEREFOR OR ESTIMATED BY SELLER.
NOTWITHSTANDING THE FOREGOING,
SELLER SHALL NOT BE OBLIGATED TO PAY ANY LEASE RENTAL OR OTHER PAYMENT OR TO
ELECT TO PARTICIPATE IN ANY OPERATION IF THE OPERATOR OF THE PROPERTY INVOLVED
RECOMMENDS THAT SUCH ACTION NOT BE TAKEN.
IF BUYER ADVANCES ANY FUNDS PURSUANT
TO THIS SECTION 8.2(C) WITH RESPECT TO A
14
particular portion of the E & P Assets, such portion of the Assets is excluded
from the Assets pursuant to the terms hereof or Closing does not occur, and such
funds are not reimbursed to Buyer within thirty (30) days after the earlier of
Closing or termination of this Agreement, then with respect to such particular
portion of the E & P Assets, (i) Buyer shall own and be entitled to any interest
of Seller that would have lapsed but for such payment or (ii) in the