Kimbell Operating definition
Examples of Kimbell Operating in a sentence
If the Parties have not agreed upon the New Services Fee prior to the New Services Fee Effective Date, Kimbell Operating shall pay monthly the Services Fee payable for the month immediately preceding the New Services Fee Effective Date.
Kimbell Operating may object to any expense or cost included on an invoice, including on the ground that the same was not a reasonable or appropriate cost incurred by the Manager in connection with the Services; provided, that such objection is made in writing to the Manager within 30 days following the date of Kimbell Operating’s receipt of the disputed invoice.
The Manager may, effective any time after the second anniversary of the Effective Date and upon at least 180 days’ notice to Kimbell Operating, terminate this Agreement or the provision of any Service.
Kimbell Operating on behalf of itself and of the Partnership Group hereby appoints the Manager as the Partnership Group’s sole and exclusive agent for the purposes set forth in Schedule C during the Term and in accordance with the terms and conditions set forth herein.
To the extent that any indemnification claim under this Article VIII involves a claim in which the Manager and Kimbell Operating are adverse, Kimbell Operating’s rights and obligations shall be controlled by the Conflicts Committee.
Kimbell Operating or the Manager may terminate this Agreement upon the sale or disposition of all or substantially all of the Serviced Properties by providing the other Party with at least 90 days’ notice of its election to terminate this Agreement.
It is the intent of the Parties that with respect to performing the Services hereunder, the Manager is an independent contractor, and shall provide the Services in accordance with the reasonable instructions provided by authorized representatives of Kimbell Operating, subject to the provisions of this Agreement.
If the Parties are unable to reach agreement within such period, the issue shall be determined pursuant to the dispute resolution procedures set forth in Section 3.6. Notwithstanding the forgoing, Kimbell Operating shall pay the Manager the Payment Amount owed to the Manager when due.
The Manager and Kimbell Operating agree to negotiate in good faith to determine the proposed Services Fee to be utilized during the next succeeding period, which Services Fee shall represent a reasonable allocation of all projected costs and expenses to be incurred by the Manager in providing such Services to Kimbell Operating.
Except as set forth in Section 2.2, this Agreement does not make the Manager an agent or a legal representative of Kimbell Operating and the Manager will not assume or create any obligation, liability or responsibility, expressed or implied, on behalf of or in the name of Kimbell Operating.