Common use of Termination Right Clause in Contracts

Termination Right. (i) Following the Consent Date, the Farmee shall retain a right, to be exercised at its sole discretion and considering the results of the Petroleum Operations carried out during the Initial Exploration Period to terminate the Agreement at the end of the Initial Exploration Period (the “Post Closing Termination Right”). (ii) If the Farmee exercises its Post Closing Termination Right, or any other right pursuant to the Contract Farmor agrees to repurchase from Farmee, and Farmee agrees to sell, assign, and transfer re-sell to the Farmor the Farmout Interest free of all costs and encumbrances and the Operatorship for US$1. The Farmee shall bear all income, profits, capital gains, withholding or transfer taxes/fees imposed with regard to the transfer pursuant to this Clause 4.3 of the Farmout Interest and/or the Operatorship. The Parties further agree that if Farmee elects to exercise its Post Closing Termination Right and re-sells to Farmor the Farmout Interest and the Operatorship and withdraw entirely from the this Agreement and the JOA after the completion of the Initial Exploration Period, any preemption rights, preferential purchase rights, or similar provisions shall not apply to the Farmout Interest. Provided that the Farmee has by the date of the exercise of the Post Closing Termination Right complied with the Minimum Work and Expenditure Obligations the Farmee shall have no further liability to the Farmor, and the Farmee shall have no interest whatsoever in the Contract and shall be deemed to have transferred to the Farmor any rights or equitable interest it may have acquired under this Agreement. If the Farmee has not complied with the Minimum Work and Expenditure Obligations at the date of the exercise of the Post Closing Termination Right than it shall indemnify the Farmor for any costs, expenditures, and legal fees that the Farmor may incur to comply with the Minimum Work and Expenditure Obligations pursuant to Clause 4 of the Contract.

Termination Right. Tenant shall have the right, subject to the provisions of this Section 41, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of expiration of the 84th month after the Rent Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) Following a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the Consent Early Termination Date, the Farmee shall retain a right, to be exercised at its sole discretion and considering the results of the Petroleum Operations carried out during the Initial Exploration Period to terminate the Agreement at the end of the Initial Exploration Period (the “Post Closing Termination Right”). (ii) concurrent with Tenant’s delivery of the Termination Notice to Landlord, an early termination payment equal to the sum of (1) the unamortized amount of the Tenant Improvement Allowance as of the Early Termination Date with amortization calculated on a straight line basis from the Rent Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Rent Commencement Date through the Base Term, and (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Rent Commencement Date through the Base Term (all calculated using an 8% annual interest rate) (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Farmee exercises its Post Closing Termination Right, or any other right pursuant Tenant shall vacate the Premises and deliver possession thereof to Landlord in the Contract Farmor agrees to repurchase from Farmee, and Farmee agrees to sell, assign, and transfer re-sell to the Farmor the Farmout Interest free of all costs and encumbrances and the Operatorship for US$1. The Farmee shall bear all income, profits, capital gains, withholding or transfer taxes/fees imposed with regard to the transfer pursuant to this Clause 4.3 of the Farmout Interest and/or the Operatorship. The Parties further agree that if Farmee elects to exercise its Post Closing Termination Right and re-sells to Farmor the Farmout Interest and the Operatorship and withdraw entirely from the this Agreement and the JOA after the completion of the Initial Exploration Period, any preemption rights, preferential purchase rights, or similar provisions shall not apply to the Farmout Interest. Provided that the Farmee has condition required by the date terms of this Lease on or before the exercise of the Post Closing Early Termination Right complied with the Minimum Work Date and Expenditure Obligations the Farmee Tenant shall have no further liability obligations under this Lease except for those accruing prior to the FarmorEarly Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Farmee shall have no interest whatsoever Early Termination Payment within the time period provided in the Contract and this paragraph, Tenant shall be deemed to have transferred to the Farmor any rights or equitable interest it may have acquired under this Agreement. If the Farmee has not complied with the Minimum Work and Expenditure Obligations at the date of the exercise of the Post Closing waived its Termination Right than it and the provisions of this Section 41 shall indemnify the Farmor for any costs, expenditures, and legal fees that the Farmor may incur to comply with the Minimum Work and Expenditure Obligations pursuant to Clause 4 of the Contracthave no further force or effect.

Termination Right. (ia) Following the Consent Date, the Farmee shall retain a right, Prior to be exercised at its sole discretion and considering the results Tenant’s occupancy of any portion of the Petroleum Operations carried out during the Initial Exploration Period Additional Office Space, Tenant shall have a right to terminate the Agreement at Lease solely with respect to the end of the Initial Exploration Period Additional Office Space (the “Post Closing Additional Termination Right”). ) by delivering to Landlord written notice (iithe “Additional Termination Notice”) If the Farmee exercises its Post Closing Termination Right, or any other right pursuant to the Contract Farmor agrees to repurchase from Farmee, and Farmee agrees to sell, assign, and transfer re-sell to the Farmor the Farmout Interest free of all costs and encumbrances and the Operatorship for US$1. The Farmee shall bear all income, profits, capital gains, withholding or transfer taxes/fees imposed with regard to the transfer pursuant to this Clause 4.3 of the Farmout Interest and/or the Operatorship. The Parties further agree that if Farmee elects to exercise its Post Closing Termination Right and re-sells to Farmor the Farmout Interest and the Operatorship and withdraw entirely from the this Agreement and the JOA after the completion of the Initial Exploration Period, any preemption rights, preferential purchase rights, or similar provisions shall not apply to the Farmout Interest. Provided that the Farmee has by the date of the exercise of the Post Closing such Additional Termination Right complied with the Minimum Work and Expenditure Obligations the Farmee shall have no further liability to the Farmor, and the Farmee shall have no interest whatsoever in the Contract and shall be deemed to have transferred to the Farmor any rights or equitable interest it may have acquired under this AgreementRight. If the Farmee has not complied Additional Termination Notice is delivered to Landlord on or before May 1, 2008 and prior to Tenant commencing any construction in the Additional Office Space, then Tenant shall pay to Landlord the amount of $100,000.00. If the Additional Termination Notice is delivered to Landlord after May 1, 2008 and prior to Tenant’s occupancy of any portion of the Additional Office Space, then concurrently with delivery of the Additional Termination Notice to Landlord, Tenant shall pay to Landlord a “Termination Payment” equal to the sum of (A) the unamortized portions of the Standard Base Building Costs and any Additional Allowance paid by Landlord in connection with the Minimum Work and Expenditure Obligations at Additional Office Space, plus (B) the date unamortized portion of the exercise of the Post Closing Termination Right than it shall indemnify the Farmor for any costs, expendituresleasing commissions, and legal fees that paid by Landlord on account of the Farmor may incur Lease with respect to comply the Additional Office Space, plus (C) an amount equal to six (6) months Base Rent with respect to the entirety of the Additional Office Space in the amount of $396,919.74 (the “Termination Rental Sum”). The Termination Rental Sum shall be paid concurrently with delivery of the Additional Termination Notice to Landlord and the remaining portions of the Termination Payment shall be made within thirty (30) days following such date as Landlord provides to Tenant written verification of such costs, fees and commissions. As used herein, the “Additional Early Termination Date” shall mean the date of Landlord’s receipt of the Additional Termination Notice. The amortization calculation shall be computed as of the last day of the period covered by the Termination Rental Sum. If Tenant delivers a valid Additional Termination Notice together with the Minimum Work and Expenditure Obligations pursuant amount of $100,000.00 or the Termination Payment, as the case may be, then the Lease solely with respect to Clause 4 of the ContractAdditional Office Space shall terminate at 11:59 p.m. on the Additional Early Termination Date.

Termination Right. Tenant shall have the right, subject to the provisions of this Section 42, to terminate this Lease (“Termination Right”) with respect to the entire Original Premises and Expansion Premises only (and not any additional premises (e.g. the ROFR Space and/or the Second Floor Suite which may be leased by Tenant pursuant to any other provisions of the Lease) as of expiration of the 66th month after the Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) Following the Consent Datea written notice (“Termination Notice”), the Farmee shall retain a right, of its election to be exercised at exercise its sole discretion and considering the results Termination Right no less than 12 months in advance of the Petroleum Operations carried out during the Initial Exploration Period to terminate the Agreement at the end of the Initial Exploration Period Early Termination Date (the “Post Closing Termination RightFinal Notice Delivery Date”). , and (ii) an early termination payment equal to the sum of (1) a termination fee in the amount of $5,000,000, plus (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b) of the original Lease, plus (3) the unamortized amount of any outstanding Additional Expansion Premises Tenant Improvement Allowance with interest as provided in Section 5(c) of the Second Amendment (collectively, the “Early Termination Payment”). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the Early Termination Date. If Tenant timely and properly exercises the Farmee exercises its Post Closing Termination RightRight and delivers the portion of the Early Termination Payment as required pursuant to this paragraph, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or any other right before the Early Termination Date and Tenant shall thereafter have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the Contract Farmor agrees terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to repurchase from Farmee, and Farmee agrees to sell, assign, and transfer re-sell to Landlord the Farmor the Farmout Interest free of all costs and encumbrances Termination Notice and the Operatorship for US$1. The Farmee shall bear all incomeEarly Termination Payment within the time periods provided in this paragraph, profitsthen, capital gainsat Landlord’s option, withholding or transfer taxes/fees imposed with regard to the transfer pursuant to this Clause 4.3 of the Farmout Interest and/or the Operatorship. The Parties further agree that if Farmee elects to exercise its Post Closing Termination Right and re-sells to Farmor the Farmout Interest and the Operatorship and withdraw entirely from the this Agreement and the JOA after the completion of the Initial Exploration Period, any preemption rights, preferential purchase rights, or similar provisions shall not apply to the Farmout Interest. Provided that the Farmee has by the date of the exercise of the Post Closing Termination Right complied with the Minimum Work and Expenditure Obligations the Farmee shall have no further liability to the Farmor, and the Farmee shall have no interest whatsoever in the Contract and Tenant shall be deemed to have transferred waived its Termination Right and the provisions of this Section 42 shall have no further force or effect. In any case, if Tenant delivers a Termination Notice and the first 50% of the Early Termination Payment and subsequently fails to deliver the Farmor any rights or equitable interest it may have acquired second 50% of the Early Termination Payment as required pursuant to this paragraph, such failure to deliver the second 50% of the Early Termination Payment shall constitute a Default under this Agreement. If the Farmee has not complied Lease and Landlord may exercise any and all rights and remedies available to Landlord under this Lease and applicable Legal Requirements in connection with the Minimum Work and Expenditure Obligations at the date of the exercise of the Post Closing Termination Right than it shall indemnify the Farmor for any costs, expenditures, and legal fees that the Farmor may incur to comply with the Minimum Work and Expenditure Obligations pursuant to Clause 4 of the Contractsuch failure.”

Termination Right. If Tenant has entered into a new lease agreement (i“New Lease”) Following with [***] (“Landlord’s Affiliate”) pursuant to which Tenant shall lease space consisting of at least [***] rentable square feet at that certain real property located at [***] (“New Premises”), subject to [***] by Landlord’s Affiliate, for a term acceptable to Landlord and Landlord’s Affiliate and, otherwise, upon terms and conditions acceptable to Landlord’s Affiliate and Tenant in their respective sole discretion, this Lease shall terminate one month after the Consent date (“New Lease Commencement Date”) that Tenant commences to pay base rent under the New Lease for the New Premises. Notwithstanding anything to the contrary contained in the Lease, Tenant shall not be required to pay Base Rent for the Farmee shall retain a right, to be exercised at its sole discretion and considering Premises for the results last month of the Petroleum Operations carried out during Term so long as Tenant has commenced paying base rent under the Initial Exploration Period New Lease. Tenant acknowledges that nothing contained herein shall obligate Landlord’s Affiliate in any way to terminate enter into the Agreement New Lease nor shall anything contained herein be construed to grant to Tenant any option or right to lease any space at the end of the Initial Exploration Period (the “Post Closing Termination Right”). (ii) If the Farmee exercises its Post Closing Termination Rightanother property owned by Landlord, Landlord’s Affiliate or any of Landlord’s other right pursuant to the Contract Farmor agrees to repurchase from Farmee, and Farmee agrees to sell, assign, and transfer re-sell to the Farmor the Farmout Interest free of all costs and encumbrances and the Operatorship for US$1affiliates. The Farmee shall bear all income, profits, capital gains, withholding or transfer taxes/fees imposed with regard to the transfer If this Lease is terminated pursuant to this Clause 4.3 of Section 12, then, upon the Farmout Interest and/or New Lease Commencement Date, Tenant shall vacate the Operatorship. The Parties further agree that if Farmee elects Premises and deliver possession thereof to exercise its Post Closing Termination Right and re-sells to Farmor Landlord in the Farmout Interest and the Operatorship and withdraw entirely from the this Agreement and the JOA after the completion of the Initial Exploration Period, any preemption rights, preferential purchase rights, or similar provisions shall not apply to the Farmout Interest. Provided that the Farmee has condition required by the date terms of this Lease on or before the exercise of the Post Closing Termination Right complied with the Minimum Work New Lease Commencement Date and Expenditure Obligations the Farmee Tenant shall have no further liability obligations under this Lease except for those accruing prior to the FarmorNew Lease Commencement Date, including the obligation to pay Rent through the New Lease Commencement Date, and the Farmee shall have no interest whatsoever in the Contract and shall be deemed to have transferred those which, pursuant to the Farmor any rights or equitable interest it may have acquired under this Agreement. If the Farmee has not complied with the Minimum Work and Expenditure Obligations at the date terms of the exercise Lease, survive the expiration or early termination of the Post Closing Termination Right than it shall indemnify the Farmor for any costs, expenditures, and legal fees that the Farmor may incur to comply with the Minimum Work and Expenditure Obligations pursuant to Clause 4 of the ContractLease.

Termination Right. Tenant shall have the option to terminate this Lease during each Renewal Term beginning with the Second Renewal Term pursuant to the terms and conditions set forth in this Section 5d. Tenant may terminate the applicable Renewal Term on the last day (ithe "Termination Date") Following of the Consent thirty-sixth (36th) month following the commencement of such Renewal Term (with respect to the Second Renewal Term, such day being December 31, 2005), provided Tenant complies with the following conditions: (1) Tenant delivers irrevocable written notice to Landlord on or before the date which is 270 days prior to the Termination Date evidencing Tenant's election to terminate this Lease on the respective Termination Date; (2) no default or Event of Default by Tenant shall have occurred under the Lease from the date of such termination notice to the Termination Date; (3) on the Termination Date, the Farmee Tenant shall retain a right, to be exercised at its sole discretion and considering the results have surrendered possession of the Petroleum Operations carried out during Premises in accordance with the Initial Exploration Period terms of the Lease; and (4) on the Termination Date, Tenant shall have paid to Landlord in immediately available funds all Rent due and owing under the Lease including all accrued and unpaid Base Rent and Additional Rent together with an amount equal to the product of (x) costs and expenses incurred by Landlord in performing (or paid by Landlord to have performed) any improvements to the Premises as partial consideration for agreeing to the related Renewal Term plus all commissions and brokerage fees paid by Landlord in connection with the extension of the Term for the related Renewal Term plus any other concession made by Landlord or expense incurred by Landlord in consideration of the extension of the Term for the related Renewal Term (which, for the Second Renewal Term, shall include $256,704, an amount equal to the rent concession made by Landlord for the period from the commencement date for such Renewal Term to September 30, 2003) and (y) a fraction, the numerator of which is the number of months remaining in such Renewal Term and the denominator of which is the number of months from the commencement date to the expiration date for such Renewal Term had there been no termination (which, in the case of the Second Renewal Term shall equal fifty-one (51) months so as to avoid any duplication of amortization periods from the First Renewal Term of the Lease). If Tenant elects to terminate the Agreement at the end this Lease during any Renewal Term and satisfies each of the Initial Exploration Period (terms and conditions set forth herein, then this Lease shall automatically terminate on as of the “Post Closing respective Termination Right”)Date without the necessity of further action by either party. (iie) If Section 7a.(iii) of the Farmee exercises its Post Closing Termination Right, or any other right pursuant to the Contract Farmor agrees to repurchase from Farmee, and Farmee agrees to sell, assign, and transfer re-sell to the Farmor the Farmout Interest free of all costs and encumbrances Lease is hereby deleted and the Operatorship for US$1. The Farmee shall bear all income, profits, capital gains, withholding or transfer taxes/fees imposed with regard to the transfer pursuant to this Clause 4.3 of the Farmout Interest and/or the Operatorship. The Parties further agree that if Farmee elects to exercise following is inserted in its Post Closing Termination Right and re-sells to Farmor the Farmout Interest and the Operatorship and withdraw entirely from the this Agreement and the JOA after the completion of the Initial Exploration Period, any preemption rights, preferential purchase rights, or similar provisions shall not apply to the Farmout Interest. Provided that the Farmee has by the date of the exercise of the Post Closing Termination Right complied with the Minimum Work and Expenditure Obligations the Farmee shall have no further liability to the Farmor, and the Farmee shall have no interest whatsoever in the Contract and shall be deemed to have transferred to the Farmor any rights or equitable interest it may have acquired under this Agreement. If the Farmee has not complied with the Minimum Work and Expenditure Obligations at the date of the exercise of the Post Closing Termination Right than it shall indemnify the Farmor for any costs, expenditures, and legal fees that the Farmor may incur to comply with the Minimum Work and Expenditure Obligations pursuant to Clause 4 of the Contract.place:

Termination Right. In any case where the Repair Estimate does not ----------------- give rise to Tenant's termination right as aforesaid (i) Following the Consent Date, the Farmee shall retain a right, to be exercised at its sole discretion and considering the results of the Petroleum Operations carried out during the Initial Exploration Period to terminate the Agreement at the end of the Initial Exploration Period (the “Post Closing Termination Right”). (ii) If the Farmee exercises its Post Closing Termination Right, or as well as any other right pursuant to the Contract Farmor agrees to repurchase from Farmee, and Farmee agrees to sell, assign, and transfer re-sell to the Farmor the Farmout Interest free of all costs and encumbrances and the Operatorship for US$1. The Farmee shall bear all income, profits, capital gains, withholding or transfer taxes/fees imposed with regard to the transfer pursuant to this Clause 4.3 of the Farmout Interest and/or the Operatorship. The Parties further agree that if Farmee elects case where Tenant does not elect to exercise its Post Closing Termination Right termination right as aforesaid), Tenant shall have the right to terminate this Lease, if for any reason, Landlord's Restoration Work is not completed by the Outside Restoration Date (as defined below). Tenant may exercise the termination right described in the preceding sentence by delivering written notice thereof to Landlord at any time following the Outside Restoration Date and re-sells prior to Farmor the Farmout Interest date Landlord completes Landlord's Restoration Work; provided however, Landlord may nullify such termination notice if Landlord completes Landlord's Restoration Work within thirty (30) days after its receipt of such notice, in which case this Lease shall continue in full force and effect. If Tenant terminates this Lease as provided in this Section 10.F, then such termination shall be effective on the Operatorship and withdraw entirely from the this Agreement and the JOA date specified in Tenant's notice of termination but no later than one hundred eighty (180) days after the completion date of such notice as if said date were the date fixed for the expiration of the Initial Exploration PeriodTerm. Any rent paid by Tenant for a period beyond the date of termination of this Lease or for any period of abatement shall promptly be refunded by Landlord to Tenant. For purposes of this Lease, the term "Outside Restoration Date", with respect to any preemption rightsfire or other casualty, preferential purchase rights, or similar provisions shall not apply to mean the Farmout Interest. Provided that date which is the Farmee has by day following the date of the exercise casualty plus the repair period set forth in the Repair Estimate; provided, however, that the Outside Restoration Date shall be postponed by one day for each day that Landlord is actually delayed in completing such Landlord's Restoration Work as a result of one or more events of force majeure; provided, further, however, that (i) the Post Closing Termination Right complied with Outside Restoration Date shall not be postponed by more than thirty (30) days in the Minimum aggregate as a result of events of force majeure, no matter how many days Landlord is actually delayed in completing Landlord's Restoration Work and Expenditure Obligations the Farmee shall have no further liability to the Farmoras a result of one or more events of force majeure, and the Farmee (ii) Landlord shall have no interest whatsoever in the Contract and shall not be deemed to have transferred been actually delayed in completing the Landlord's Restoration Work by an event of force majeure unless, within five (5) days after such event of force majeure, Landlord shall have notified Tenant of such event of such event of force majeure and of the fact that the same is going to delay Landlord in completing the Farmor Landlord's Restoration Work. The provisions of this Paragraph 10 shall be considered an express agreement governing any rights case of damage or equitable interest it may have acquired under this Agreement. If destruction of the Farmee has not complied Building or the Premises by fire or other casualty and any law now or hereafter in force which is inconsistent with the Minimum Work and Expenditure Obligations at the date provisions of the exercise of the Post Closing Termination Right than it this Paragraph 10 shall indemnify the Farmor for any costs, expenditures, and legal fees that the Farmor may incur to comply with the Minimum Work and Expenditure Obligations pursuant to Clause 4 of the Contracthave no application.

Termination Right. If Tenant has entered into a new lease agreement (i“New Lease”) Following with [***] (“Landlord’s Affiliate”) pursuant to which Tenant shall lease space consisting of at least [***] rentable square feet at that certain real property located at [***] (“New Premises”), subject to the Consent construction of a building at [***] by Landlord’s Affiliate, for a term acceptable to Landlord and Landlord’s Affiliate and, otherwise, upon terms and conditions acceptable to Landlord’s Affiliate and Tenant in their respective sole discretion, this Lease shall terminate one month after the date (“New Lease Commencement Date”) that Tenant commences to pay base rent under the New Lease for the New Premises. Notwithstanding anything to the contrary contained in the Lease, Tenant shall not be required to pay Base Rent for the Farmee shall retain a right, to be exercised at its sole discretion and considering Premises for the results last month of the Petroleum Operations carried out during Term so long as Tenant has commenced paying base rent under the Initial Exploration Period New Lease. Tenant acknowledges that nothing contained herein shall obligate Landlord’s Affiliate in any way to terminate enter into the Agreement New Lease nor shall anything contained herein be construed to grant to Tenant any option or right to lease any space at the end of the Initial Exploration Period (the “Post Closing Termination Right”). (ii) If the Farmee exercises its Post Closing Termination Rightanother property owned by Landlord, Landlord’s Affiliate or any of Landlord’s other right pursuant to the Contract Farmor agrees to repurchase from Farmee, and Farmee agrees to sell, assign, and transfer re-sell to the Farmor the Farmout Interest free of all costs and encumbrances and the Operatorship for US$1affiliates. The Farmee shall bear all income, profits, capital gains, withholding or transfer taxes/fees imposed with regard to the transfer If this Lease is terminated pursuant to this Clause 4.3 of Section 12, then, upon the Farmout Interest and/or New Lease Commencement Date, Tenant shall vacate the Operatorship. The Parties further agree that if Farmee elects Premises and deliver possession thereof to exercise its Post Closing Termination Right and re-sells to Farmor Landlord in the Farmout Interest and the Operatorship and withdraw entirely from the this Agreement and the JOA after the completion of the Initial Exploration Period, any preemption rights, preferential purchase rights, or similar provisions shall not apply to the Farmout Interest. Provided that the Farmee has condition required by the date terms of this Lease on or before the exercise of the Post Closing Termination Right complied with the Minimum Work New Lease Commencement Date and Expenditure Obligations the Farmee Tenant shall have no further liability obligations under this Lease except for those accruing prior to the FarmorNew Lease Commencement Date, including the obligation to pay Rent through the New Lease Commencement Date, and the Farmee shall have no interest whatsoever in the Contract and shall be deemed to have transferred those which, pursuant to the Farmor any rights or equitable interest it may have acquired under this Agreement. If the Farmee has not complied with the Minimum Work and Expenditure Obligations at the date terms of the exercise Lease, survive the expiration or early termination of the Post Closing Termination Right than it shall indemnify the Farmor for any costs, expenditures, and legal fees that the Farmor may incur to comply with the Minimum Work and Expenditure Obligations pursuant to Clause 4 of the ContractLease.