Common use of Revenues and Expenses Clause in Contracts

Revenues and Expenses. Except as otherwise expressly provided in this Agreement, Sellers shall remain entitled to all of the rights of ownership (including the right to all production, proceeds of production and other proceeds) and shall remain responsible for all Operating Expenses, in each case (a) attributable to the Assets for the period of time prior to the Effective Time and (b) in accordance with their respective interests in the Assets giving rise thereto. Except as otherwise expressly provided in this Agreement, subject to the occurrence of the Closing, Buyer shall be entitled to all of the rights of ownership (including the right to all production, proceeds of production and other proceeds) and shall be responsible for all Operating Expenses, in each case attributable to the Assets for the period of time from and after the Effective Time. Except as otherwise expressly provided in this Agreement, all Operating Expenses attributable to the Assets that are: (i) incurred with respect to operations conducted or Hydrocarbons produced prior to the Effective Time shall be paid by or allocated to Sellers in accordance with their respective interests in the Assets giving rise thereto and (ii) incurred with respect to operations conducted or Hydrocarbons produced from and after the Effective Time shall be paid by or allocated to Buyer. For purposes of allocating production (and accounts receivable with respect thereto) under this Section 2.04, (i) liquid Hydrocarbons shall be deemed to be “from or attributable to” the Leases, Units and Xxxxx when they pass through the inlet flange of the pipeline connecting into the storage facilities into which they are run or, if there are no such storage facilities, when they pass through the LACT meters or similar meters at the point of entry into the pipelines through which they are transported from the field and (ii) gaseous Hydrocarbons shall be deemed to be “from or attributable to” the Leases, Units and Xxxxx when they pass through the delivery point sales meters on the pipelines through which they are transported. Sellers shall utilize reasonable interpolative procedures to arrive at an allocation of production when exact meter readings or gauging and strapping data is not available. Sellers shall provide to Buyer evidence of all meter readings and all gauging and strapping procedures conducted on or about the Effective Time in connection with the Assets, together with all data necessary to support any estimated allocation, for purposes of establishing the adjustment to the Purchase Price pursuant to Section 3.04.

Revenues and Expenses. Except as otherwise expressly provided in this AgreementSubject to the provisions hereof, Sellers shall remain entitled to all of the rights of ownership (including the right to all production, proceeds of Hydrocarbon production from or attributable to the Assets together with all income, credits and other proceedsproceeds earned with respect to the Assets) and shall remain responsible for all Operating Expenses, in each case (a) attributable Expenses incurred with respect to the Assets for the period of time prior to the Effective Time and (b) Time, in accordance with their respective interests in the Assets giving rise thereto. Except as otherwise expressly provided in this AgreementSubject to the provisions hereof, Buyer shall be entitled to all of the rights of ownership (including the right to all proceeds of Hydrocarbon production from or attributable to the Initial Assets together with all income, credits, and other proceeds earned with respect to the Initial Assets) and shall be responsible for all Operating Expenses incurred with respect to the Initial Assets from and after the Effective Time. Subject to the provisions hereof, and subject to the occurrence of the Option Closing, Buyer shall be entitled to all of the rights of ownership (including the right to all production, proceeds of Hydrocarbon production from or attributable to the Option Assets together with all income, credits, and other proceedsproceeds earned with respect to the Option Assets) and shall be responsible for all Operating Expenses, in each case attributable Expenses incurred with respect to the Option Assets for the period of time from and after the Effective Time. Except as otherwise expressly provided in this Agreement, all All Operating Expenses attributable to the Assets Initial Assets, (and, to the extent the Option Closing is consummated, the Option Assets) that are: (ia) incurred with respect to operations conducted or Hydrocarbons produced prior to the Effective Time shall be paid by or allocated to Sellers in accordance with their respective interests in the Assets giving rise thereto and (iib) incurred with respect to operations conducted or Hydrocarbons produced from and after the Effective Time shall be paid by or allocated to Buyer. The terms “earned” and “incurred”, as used in this Agreement shall be interpreted in accordance with generally accepted accounting principles utilized by Sellers, except as otherwise specified herein. For purposes of allocating production (and accounts receivable with respect thereto) ), under this Section 2.04, (i) liquid Hydrocarbons Hydrocarbons, including natural gas liquids, shall be deemed to be “from or attributable to” the Leases, Xxxxx and Units and Xxxxx when they pass through the inlet flange of the pipeline connecting into the storage facilities into which they are run or, if there are no such storage facilities, when they pass through or into tanks connected to the LACT meters or similar meters at the point of entry into the pipelines through which they are transported from the field Xxxxx and (ii) gaseous Hydrocarbons shall be deemed to be “from or attributable to” the Leases, Xxxxx and Units and Xxxxx when they pass through the royalty measurement meters, delivery point sales meters or custody transfer meters on the gathering lines or pipelines through which they are transportedtransported (whichever meter is closest to the Well). Sellers shall utilize reasonable interpolative procedures procedures, consistent with industry practice, to arrive at an allocation of production when exact meter readings or gauging and strapping data is are not available. Regardless of the date set for the Final Accounting Statement, Buyer and Sellers agree that their intent is to allow for the earliest practical forwarding of revenue and reimbursement of expenses between them, and Sellers and Buyer recognize that either may receive funds or pay expenses after the Initial Closing Date or Option Closing Date, as applicable, which is properly the property or obligation of the other. Therefore, upon receipt of net proceeds by a Seller or Buyer that are due to another Party or upon payment of net expenses by a Seller or Buyer that are payable by another Party, such Seller or Buyer (as the case may be) shall provide to Buyer evidence of all meter readings and all gauging and strapping procedures conducted on or about the Effective Time in connection with the Assets, together with all data necessary to support any estimated allocation, for purposes of establishing the adjustment submit a statement to the Purchase Price pursuant to Section 3.04other Party showing the relevant items of income and expense with supporting documentation. Payment of any net amount due by a Seller or Buyer (as the case may be) on the basis thereof shall be made within ten (10) Business Days of receipt of such statement.

Revenues and Expenses. (a) Except as to the extent otherwise expressly provided taken into account in this Agreementconnection with adjustments to the Closing Cash Consideration under Article III, Sellers Seller shall remain entitled to all of the rights of ownership (including including, without limitation, the right to all production, proceeds of production and other proceeds) and shall remain responsible for all Operating ExpensesExpenses (and entitled to any refunds with respect thereto), in each case (a) attributable to the Assets Conveyed Interests for the period of time prior to the Effective Time and (b) Time. Except to the extent otherwise taken into account in accordance connection with their respective interests adjustments to the Closing Cash Consideration under Article III, or as otherwise provided in the Assets giving rise thereto. Except as otherwise expressly provided in last sentence of this AgreementSection, and subject to the occurrence of the Closing, Buyer shall be entitled to all of the rights of ownership (including including, without limitation, the right to all production, proceeds of production production, and other proceeds) ), and shall be responsible for all Operating ExpensesExpenses (and entitled to any refunds with respect thereto), in each case case, attributable to the Assets Conveyed Interests for the period of time from and after the Effective Time. Except as otherwise expressly provided in this Agreement, all All Operating Expenses attributable to the Assets Conveyed Interests, in each case that are: (i) incurred with respect to operations conducted or Hydrocarbons produced production prior to the Effective Time shall be paid by or allocated to Sellers in accordance with their respective interests in the Assets giving rise thereto Seller and (ii) incurred with respect to operations conducted or Hydrocarbons produced production from and after the Effective Time shall be paid by or allocated to Buyer. For purposes Notwithstanding the other terms of allocating production this Section 2.3, Seller shall remain responsible for all Technical Services Costs (and accounts receivable entitled to any refunds with respect thereto) under this Section 2.04, (i) liquid Hydrocarbons shall be deemed attributable to be “the Conveyed Interests for the period of time from or attributable to” the Leases, Units and Xxxxx when they pass through the inlet flange of the pipeline connecting into the storage facilities into which they are run or, if there are no such storage facilities, when they pass through the LACT meters or similar meters at the point of entry into the pipelines through which they are transported from the field and (ii) gaseous Hydrocarbons shall be deemed to be “from or attributable to” the Leases, Units and Xxxxx when they pass through the delivery point sales meters on the pipelines through which they are transported. Sellers shall utilize reasonable interpolative procedures to arrive at an allocation of production when exact meter readings or gauging and strapping data is not available. Sellers shall provide to Buyer evidence of all meter readings and all gauging and strapping procedures conducted on or about after the Effective Time in connection with and prior to the AssetsClosing Date, together with all data necessary and subject to support any estimated allocationthe terms of the Joint Development Agreement, for purposes any period of establishing time, following the adjustment Closing Date, after EOC ceases to serve as “Joint Development Operator” under the Purchase Price pursuant to Section 3.04Joint Development Agreement or undergoes a change in Control of its ultimate parent entity.

Revenues and Expenses. Except as otherwise expressly provided in this AgreementSubject to the provisions hereof, Sellers Seller shall remain entitled to all of the rights of ownership (including including, without limitation, the right to all production, proceeds of production and other proceeds) proceeds including overhead payments received from Third Parties, amounts for the handling, processing and transportation of Hydrocarbons and amounts for platform space for or by Third Parties), subject to any applicable time periods set forth in the definition of “Excluded Assets,” and shall remain responsible for all Operating Expenses, in each case (a) attributable to the Assets for the period of time prior to the Effective Time and (b) in accordance with their respective interests Time, subject to any applicable time periods set forth in the Assets giving rise thereto. Except as otherwise expressly provided in this Agreement, definition of “Excluded Liabilities.” Subject to the provisions hereof and subject to the occurrence of the Closing, Buyer shall be entitled to all of the rights of ownership (including including, without limitation, the right to all production, proceeds of production and other proceedsproceeds including overhead payments received from Third Parties, amounts for the handling, processing and transportation of Hydrocarbons and amounts for platform space for or by Third Parties) and shall be responsible for all Operating Expenses, in each case case, attributable to the Assets for the period of time from and after the Effective Time, and, to the extent they arise after the first anniversary of the Closing Date, the period of time prior to the Effective Time. Except as otherwise expressly provided in this Agreement, all All Operating Expenses attributable to the Assets Assets, in each case that are: (i) actually incurred with respect to operations conducted or Hydrocarbons produced production prior to the Effective Time shall be paid by or allocated to Sellers in accordance with their respective interests in the Assets giving rise thereto Seller and (ii) incurred with respect to operations conducted or Hydrocarbons produced from and production after the Effective Time shall be paid by or allocated to Buyer. For purposes “Operating Expenses” means all operating expenses (including without limiting the foregoing in any respect, rentals, costs of allocating insurance and ad valorem, property, severance, production (and accounts receivable with respect thereto) under this Section 2.04, (i) liquid Hydrocarbons shall be deemed to be “from similar taxes based upon or attributable to” measured by the Leases, Units and Xxxxx when they pass through the inlet flange ownership or operation of the pipeline connecting into Assets or the storage facilities into which they are run orproduction of Hydrocarbons therefrom, if there are no such storage facilitiesbut excluding any other taxes) and capital expenditures incurred in the ownership and operation of the Assets and, when they pass through the LACT meters where applicable, in accordance with any relevant operating or similar meters at the point of entry into the pipelines through which they are transported from the field unit agreement and (ii) gaseous Hydrocarbons shall be deemed to be “from or attributable to” the Leases, Units and Xxxxx when they pass through the delivery point sales meters on the pipelines through which they are transported. Sellers shall utilize reasonable interpolative procedures to arrive at an allocation of production when exact meter readings or gauging and strapping data is not available. Sellers shall provide to Buyer evidence of all meter readings and all gauging and strapping procedures conducted on or about the Effective Time in connection with the Assets, together with all data necessary to support any estimated allocation, for purposes of establishing the adjustment overhead costs charged to the Purchase Price pursuant to Section 3.04Assets under any relevant operating agreement or unit agreement.

Revenues and Expenses. Except as otherwise expressly provided in Subject to, and without limitation of, the terms and conditions of this Agreement, Sellers Seller shall remain be entitled to all of the rights of ownership attributable to the Assets (including the right to all production, production of Hydrocarbons therefrom and proceeds of production and other proceedsrelated thereto) and shall remain responsible for all Operating Expenses, in each case (a) case, attributable to the Assets for the period of time prior to the Effective Time Time. Subject to, and (b) in accordance with their respective interests in without limitation of, the Assets giving rise thereto. Except as otherwise expressly provided in terms and conditions of this Agreement, and subject to the occurrence of the Closing, Buyer shall be entitled to all of the rights of ownership attributable to the Assets (including the right to all productionproduction of Hydrocarbons therefrom and proceeds related thereto), proceeds of production and other proceeds) and shall be responsible for all Operating Expenses, in each case case, attributable to the Assets for the period of time from and after the Effective Time. Except as otherwise expressly provided Without limitation of the Party’s respective indemnity obligations, representations, warranties, covenants and agreements set forth in this Agreement, all Operating Expenses attributable to the Assets that are: (ia) incurred with respect to operations conducted or Hydrocarbons produced production prior to the Effective Time shall be paid by or allocated to Sellers in accordance with their respective interests in the Assets giving rise thereto Seller and (iib) incurred with respect to operations conducted or Hydrocarbons produced production from and after the Effective Time shall be paid by or allocated to Buyer. For purposes “Operating Expenses” means all ordinary course operating expenses (including Property Taxes, but excluding, in all cases, all Insurance Policies (including insurance premiums or any other costs of allocating production (insurance attributable to Seller’s and/or its Affiliates’ insurance and accounts receivable to all coverage periods except to the extent of any costs and expenses attributable to the time period between the Effective Time and the Closing so long as such Insurance Policies are in effect during such period)) and capital expenditures incurred in connection with respect thereto) the ownership and/or operation of the Assets in the ordinary course of business, subject to compliance with Section 6.1, and, where applicable, in accordance with each Material Contract and each Applicable Contract that is not required to be set forth on Schedule 4.8 under this Section 2.04Agreement, and overhead costs charged to the Assets under any applicable joint operating agreement by any Person that is not Seller or an Affiliate of Seller, but excluding Liabilities attributable to (i) liquid Hydrocarbons shall be deemed to be “from personal injury or attributable to” the Leasesdeath, Units and Xxxxx when they pass through the inlet flange property damage or violation of the pipeline connecting into the storage facilities into which they are run orany Law, if there are no such storage facilities, when they pass through the LACT meters or similar meters at the point of entry into the pipelines through which they are transported from the field and (ii) gaseous the Remediation of any Environmental Condition under applicable Environmental Laws, (iii) obligations with respect to Imbalances, (iv) obligations to pay Working Interests, royalties, overriding royalties or other interest owners revenues or proceeds attributable to sales of Hydrocarbons relating to the Assets, including those held in suspense, (v) obligations to pay any Taxes other than Property Taxes or (vi) any of the Retained Obligations. Notwithstanding anything in this Agreement to the contrary, Seller shall remain responsible for (and Buyer shall have no responsibility for nor shall the Purchase Price be deemed to be “adjusted upward for) any amounts paid by or on behalf of Seller from or attributable to” the Leases, Units and Xxxxx when they pass through the delivery point sales meters on the pipelines through which they are transported. Sellers shall utilize reasonable interpolative procedures to arrive at an allocation of production when exact meter readings or gauging and strapping data is not available. Sellers shall provide to Buyer evidence of all meter readings and all gauging and strapping procedures conducted on or about after the Effective Time in connection with curing or attempting to cure and/or Remediate, as applicable, any Title Defect, Environmental Defect, breach or purported breach of this Agreement by Seller or any Retained Obligation. Subject to, and without limitation of, the Assetsother terms and conditions set forth in this Agreement, together with after the Closing, each Party shall be entitled to participate in all data necessary to support any estimated allocation, joint interest audits and other audits of Operating Expenses for purposes which such Party is entirely or in part responsible under the terms of establishing the adjustment to the Purchase Price pursuant to this Section 3.042.3.

Revenues and Expenses. Except as otherwise expressly provided in this AgreementSubject to the provisions hereof, Sellers until the twelve (12) month anniversary of Closing, Seller shall remain entitled to all of the rights of ownership (including including, without limitation, the right to all production, proceeds of production and other proceeds) proceeds including overhead payments received from Third Parties, amounts for the handling, processing and transportation of Hydrocarbons and amounts for platform space for or by Third Parties), and shall remain responsible for all Operating Expenses, in each case (a) attributable to the Assets for the period of time prior to the Effective Time Time. Subject to the provisions hereof and (b) in accordance with their respective interests in the Assets giving rise thereto. Except as otherwise expressly provided in this Agreement, subject to the occurrence of the Closing, Buyer shall be entitled to all of the rights of ownership (including including, without limitation, the right to all production, proceeds of production and other proceedsproceeds including overhead payments received from Third Parties, amounts for the handling, processing and transportation of Hydrocarbons and amounts for platform space for or by Third Parties) and shall be responsible for all Operating Expenses, in each case case, attributable to the Assets for the period of time from and after the Effective Time, and, after the twelve (12) month anniversary of Closing, for the period of time prior to the Effective Time. Except as otherwise expressly provided in this AgreementUntil the twelve (12) month anniversary of Closing, all Operating Expenses attributable to the Assets Assets, in each case that are: (i) actually incurred with respect to operations conducted or Hydrocarbons produced production prior to the Effective Time shall be paid by or allocated to Sellers in accordance with their respective interests in the Assets giving rise thereto Seller and (ii) incurred with respect to operations conducted or Hydrocarbons produced from and production after the Effective Time shall be paid by or allocated to Buyer. For purposes “Operating Expenses” means all operating expenses (including without limiting the foregoing in any respect, rentals, costs of allocating insurance and ad valorem, property, severance, production (and accounts receivable with respect thereto) under this Section 2.04, (i) liquid Hydrocarbons shall be deemed to be “from similar taxes based upon or attributable to” measured by the Leases, Units and Xxxxx when they pass through the inlet flange ownership or operation of the pipeline connecting into Assets or the storage facilities into which they are run orproduction of Hydrocarbons therefrom, if there are no such storage facilitiesbut excluding any other taxes) and capital expenditures incurred in the ownership and operation of the Assets and, when they pass through the LACT meters where applicable, in accordance with any relevant operating or similar meters at the point of entry into the pipelines through which they are transported from the field unit agreement and (ii) gaseous Hydrocarbons shall be deemed to be “from or attributable to” the Leases, Units and Xxxxx when they pass through the delivery point sales meters on the pipelines through which they are transported. Sellers shall utilize reasonable interpolative procedures to arrive at an allocation of production when exact meter readings or gauging and strapping data is not available. Sellers shall provide to Buyer evidence of all meter readings and all gauging and strapping procedures conducted on or about the Effective Time in connection with the Assets, together with all data necessary to support any estimated allocation, for purposes of establishing the adjustment overhead costs charged to the Purchase Price pursuant to Section 3.04Assets under any relevant operating agreement or unit agreement.

Revenues and Expenses. (a) Except as otherwise expressly provided otherwise in this Agreement, Sellers SM shall remain entitled to the economic benefit of all of the rights of ownership (including the right to all production, proceeds of production and other proceeds) and shall remain responsible for the economic burden of all Operating ExpensesExpenses (and entitled to any refunds with respect thereto), in each case (a) attributable to the Assets Conveyed Interests for the period of time prior to the Effective Time and (b) in accordance with their respective interests in the Assets giving rise theretoTime. Except as otherwise expressly provided otherwise in this Agreement, and subject to the occurrence of the Closing, Buyer Mitsui shall be entitled to the economic benefit of all of the rights of ownership (including the right to all production, proceeds of production production, and other proceeds) ), and shall be responsible for the economic burden of all Operating Expenses, in each case case, attributable to the Assets Conveyed Interests for the period of time from and after the Effective Time. Except as otherwise expressly provided in this Agreement, all All Operating Expenses attributable to the Assets Conveyed Interests, in each case that are: (i) incurred with respect to operations conducted or Hydrocarbons produced production prior to the Effective Time shall be paid by or allocated to Sellers in accordance with their respective interests in the Assets giving rise thereto SM and (ii) incurred with respect to operations conducted or Hydrocarbons produced production from and after the Effective Time shall be paid by or allocated to BuyerMitsui. For purposes of allocating production Such amounts which are received or paid prior to Closing (to the extent the same differ from the amounts used in the Preliminary Settlement Statement) will be accounted for in the Final Settlement Statement. Notwithstanding anything to the contrary in this Section 3.7, the Parties’ only recourse to enforce the rights and accounts receivable obligations set forth in this Section 3.7 with respect theretoto revenues and other amounts received or paid prior to Closing by either Party attributable to the rights of ownership of (A) under this Section 2.04, (i) liquid Hydrocarbons shall be deemed to be “the Conveyed Interests other than the Springfield Gathering Assets from or attributable to” the Leases, Units and Xxxxx when they pass through the inlet flange of the pipeline connecting into the storage facilities into which they are run or, if there are no such storage facilities, when they pass through the LACT meters or similar meters at the point of entry into the pipelines through which they are transported from the field and (ii) gaseous Hydrocarbons shall be deemed to be “from or attributable to” the Leases, Units and Xxxxx when they pass through the delivery point sales meters on the pipelines through which they are transported. Sellers shall utilize reasonable interpolative procedures to arrive at an allocation of production when exact meter readings or gauging and strapping data is not available. Sellers shall provide to Buyer evidence of all meter readings and all gauging and strapping procedures conducted on or about after the Effective Time in connection with the Assets, together with all data necessary up to support any estimated allocation, for purposes of establishing the Closing shall be through an adjustment to the Purchase Price calculation of the Cash Reconciliation Amount pursuant to Section 3.043.9(c), and (B) the Springfield Gathering Assets included in the Conveyed Interests from and after the Effective Time up to Closing shall be an adjustment to the Closing Cost Reimbursement pursuant to the provisions of Section 3.9(a).

Revenues and Expenses. Except as otherwise expressly provided in this AgreementSubject to the provisions hereof (including Section 3.3(a)(iii)), Sellers Seller shall remain be entitled to all of the rights of ownership attributable to the Assumed Xxxxxx and to the Assets (including the right to all production, proceeds of production and other proceeds) and shall remain responsible for all Operating Expenses, in each case (a) case, attributable to the Assets for the period of time prior to the Effective Time Time. Subject to the provisions hereof, and (b) in accordance with their respective interests in the Assets giving rise thereto. Except as otherwise expressly provided in this Agreement, subject to the occurrence of the Closing, Buyer shall be entitled to all of the rights of ownership attributable to the Assumed Xxxxxx and to the Assets (including the right to all production, proceeds of production and other proceeds) ), and shall be responsible for all Operating Expenses, in each case attributable to the Assets for the period of time case, from and after the Effective Time. Except as otherwise expressly provided in this AgreementSubject to the provisions hereof (including Section 3.3(a)(iii) and Section 15.2(b)), all Operating Expenses attributable to the Assets that are: (ia) incurred with respect to operations conducted or Hydrocarbons produced production prior to the Effective Time shall be paid by or allocated to Sellers in accordance with their respective interests in the Assets giving rise thereto Seller and (iib) incurred with respect to operations conducted or Hydrocarbons produced production from and after the Effective Time shall be paid by or allocated to Buyer. For purposes “Operating Expenses” means all costs attributable to the Assumed Xxxxxx, if any, and all operating expenses (including Property Taxes but excluding in all cases, all costs and expenses of allocating production (bonds, letters of credit or other surety instruments or insurance premiums or any other costs of insurance attributable to Seller’s and/or its Affiliates’ insurance and accounts receivable to coverage periods from and after the Effective Time) and capital expenditures incurred in the ownership and operation of the Assets in the ordinary course of business and, where applicable, in accordance with respect thereto) the relevant operating or unit agreement, if any, and overhead costs charged to the Assets under this Section 2.04the relevant operating agreement or unit agreement, if any, but excluding Liabilities attributable to (i) liquid Hydrocarbons shall be deemed to be “from personal injury or attributable to” the Leasesdeath, Units and Xxxxx when they pass through the inlet flange property damage or violation of the pipeline connecting into the storage facilities into which they are run orany Law, if there are no such storage facilities, when they pass through the LACT meters or similar meters at the point of entry into the pipelines through which they are transported from the field and (ii) gaseous obligations to plug xxxxx and dismantle or decommission facilities, (iii) the Remediation of any Environmental Condition under applicable Environmental Laws, (iv) obligations with respect to Imbalances, (v) obligations to pay Working Interests, royalties, overriding royalties or other interest owners revenues or proceeds attributable to sales of Hydrocarbons shall be deemed relating to be “from or attributable to” the Leases, Units and Xxxxx when they pass through the delivery point sales meters on the pipelines through which they are transported. Sellers shall utilize reasonable interpolative procedures to arrive at an allocation of production when exact meter readings or gauging and strapping data is not available. Sellers shall provide to Buyer evidence of all meter readings and all gauging and strapping procedures conducted on or about the Effective Time in connection with the Assets, together with all data necessary to support any estimated allocationincluding those held in suspense, for purposes of establishing or (vi) obtaining the adjustment to the Purchase Price Permit Amendment pursuant to Section 3.046.10. After Closing, each Party shall be entitled to participate in all joint interest audits and other audits of Operating Expenses for which such Party is entirely or in part responsible under the terms of this Section 2.3.

Revenues and Expenses. Except as otherwise expressly provided in this Agreement, Sellers shall remain entitled to all of the rights of ownership (including the right to all production, proceeds of production and other proceeds) and shall remain responsible for all Operating Expenses, in each case (a) attributable Notwithstanding anything to the Assets for contrary contained herein, during the period of time prior to the Effective Time and (b) in accordance with their respective interests in the Assets giving rise thereto. Except as otherwise expressly provided in this Agreement, subject to the occurrence of the ClosingTerm, Buyer shall be entitled to receive and retain for its account all revenues resulting from the operation of the rights of ownership (including the right to all productioneach Managed System, proceeds of production and other proceeds) and shall be responsible for and shall pay when due all Operating Expensesoperating expenses incurred in the operation and maintenance of each Managed System (so long as such expenses are Assumed Liabilities or would have constituted Assumed Liabilities had the Retained Consent Franchise and/or Retained Consent LLC Franchise Assets to which such Managed System relates been included among the Assets transferred to Buyer at the Closing), in each case attributable including to the Assets extent such expenses exceed revenues from the operation of such Managed System. Seller shall promptly forward to Buyer for the period of time from and after the Effective Time. Except as payment any invoices received by Seller for operating expenses relating to any Managed System (other than expenses Seller otherwise expressly provided in this Agreement, all Operating Expenses attributable is required to pay pursuant to the Assets Purchase Agreement). Buyer shall reimburse Seller for any operating expenses paid by Seller relating to any Managed System upon presentation to Buyer of documentation substantiating such payment. To the extent that are: (i) incurred Seller receives payments or other revenue with respect to operations conducted any Managed System, Seller will promptly notify Buyer in writing of same and promptly pay or Hydrocarbons produced prior cause such amounts to the Effective Time shall be paid by or allocated to Sellers in accordance with their respective interests in the Assets giving rise thereto and (ii) incurred with respect to operations conducted or Hydrocarbons produced from and after the Effective Time shall be paid by or allocated to Buyer. For purposes the avoidance of allocating production (and accounts receivable doubt, Buyer will not be required under this Agreement to pay any expenses, liabilities or charges with respect thereto) under this Section 2.04, to a Managed System that (i) liquid Hydrocarbons shall be deemed relate to be “from pre-Term periods unless such expenses, liabilities or attributable to” charges are Assumed Liabilities or would have constituted Assumed Liabilities had the Leases, Units and Xxxxx when they pass through Retained Consent Franchise and/or Retained LLC Consent Franchise Assets to which such Managed System relates been included among the inlet flange of the pipeline connecting into the storage facilities into which they are run or, if there are no such storage facilities, when they pass through the LACT meters or similar meters Assets transferred to Buyer at the point of entry into the pipelines through which they are transported from the field and Closing, or (ii) gaseous Hydrocarbons shall be deemed are required to be “from or attributable to” the Leases, Units and Xxxxx when they pass through the delivery point sales meters on the pipelines through which they are transported. Sellers shall utilize reasonable interpolative procedures to arrive at an allocation of production when exact meter readings or gauging and strapping data is not available. Sellers shall provide to Buyer evidence of all meter readings and all gauging and strapping procedures conducted on or about the Effective Time in connection with the Assets, together with all data necessary to support any estimated allocation, for purposes of establishing the adjustment paid by Seller pursuant to the Purchase Price pursuant to Section 3.04Agreement, including, without limitation, Sections 2.2 and 6.7 thereof.

Revenues and Expenses. Except as otherwise expressly provided in this AgreementSubject to the provisions hereof, Sellers Seller shall remain entitled to all of the rights of ownership (including including, without limitation, the right to all production, proceeds of production and other proceeds) and shall remain responsible for all Operating Expenses, in each case (a) attributable to the Assets for the period of time prior to the Effective Time Time. Subject to the provisions hereof, and (b) in accordance with their respective interests in the Assets giving rise thereto. Except as otherwise expressly provided in this Agreement, subject to the occurrence of the Closing, Buyer shall be entitled to all of the rights of ownership (including including, without limitation, the right to all production, proceeds of production production, and other proceeds) ), and shall be responsible for all Operating Expenses, in each case case, attributable to the Assets for the period of time from and after the Effective Time. Except as otherwise expressly provided in this Agreement, all All Operating Expenses attributable to the Assets Assets, in each case that are: (i) incurred with respect to operations conducted or Hydrocarbons produced production prior to the Effective Time shall be paid by or allocated to Sellers in accordance with their respective interests in the Assets giving rise thereto Seller and (ii) incurred with respect to operations conducted or Hydrocarbons produced from and production after the Effective Time shall be paid by or allocated to Buyer. For purposes “Operating Expenses” means all operating expenses (including without limitation ad valorem, property, severance, production and similar taxes based upon or measured by the ownership or operation of allocating the Assets or the production (of Hydrocarbons therefrom, but excluding any other taxes, and accounts receivable a reasonable allocation of the costs of insurance) and capital expenditures incurred in the ownership and operation of the Assets in the ordinary course of business and, where applicable, in accordance with respect thereto) under this Section 2.04the relevant operating or unit agreement, if any, but excluding Liabilities, attributable to (i) liquid Hydrocarbons shall be deemed to be “from Liabilities for personal injury or attributable to” the Leasesdeath, Units and Xxxxx when they pass through the inlet flange property damage or violation of the pipeline connecting into the storage facilities into which they are run orany Law, if there are no such storage facilities, when they pass through the LACT meters or similar meters at the point of entry into the pipelines through which they are transported from the field and (ii) gaseous obligations to plug xxxxx, dismantle or decommission facilities, close pits and restore the surface around such xxxxx, facilities and pits, (iii) environmental Liabilities, including obligations to remediate any contamination of groundwater, surface water, soil, sediments or Personal Property under applicable Environmental Laws, (iv) obligations with respect to Imbalances, and (v) obligations to pay working interests, royalties, overriding royalties or other interest owners revenues or proceeds attributable to sales of Hydrocarbons relating to the Properties, including those held in suspense. If Buyer receives revenues for production from the Assets for the production period prior to Effective Time, then Buyer shall remit such revenues to Seller within five (5) Business Days, and Seller shall be deemed responsible for distributing all such amounts, including distributions to be “royalty owners. Except as set forth below, after Closing, if Seller receives revenues for production from the Assets for the production period on or attributable to” after the LeasesEffective Time, Units and Xxxxx when they pass through the delivery point sales meters on the pipelines through which they are transported. Sellers then Seller shall utilize reasonable interpolative procedures to arrive at an allocation of production when exact meter readings or gauging and strapping data is not available. Sellers shall provide remit such revenues to Buyer evidence within five (5) Business Days, and Buyer shall be responsible for distributing all such amounts, including distributions to royalty owners. If Buyer receives invoices, expenses or joint interest xxxxxxxx for expenses relating to periods prior to Effective Time, then Buyer shall remit such invoices, expenses and joint interest xxxxxxxx to Seller within five (5) Business Days, and Seller shall be responsible for payment of all meter readings and all gauging and strapping procedures conducted such amounts. After Closing, if Seller receives invoices, expenses or joint interest xxxxxxxx for expenses relating to periods on or about after the Effective Time, then Seller shall remit such invoices, expenses and joint interest xxxxxxxx to Buyer within five (5) Business Days for Buyer’s payment, and Buyer shall be responsible for payment of all such amounts. On or before February 28, 2018, Seller shall pay to Buyer an amount equal to: (i) the revenues for production from the Assets for the production period on or after the Effective Time that Seller has received and is holding as of the Closing Date less (i) (a) any marketing and transportation charges, royalties, overriding royalties, and other burdens upon, measured by, or paid out of such production, including severance taxes, that Seller has paid or that have been deducted by the purchaser of such production; and (b) any amounts set forth in connection with the Assets, together with all data necessary to support any estimated allocation, for purposes of establishing the adjustment to the Purchase Price pursuant to Section 3.04Sections 3.3(a)(ii) and 3.3(a)(iii) that Seller has paid.