Common use of Revenues and Expenses Clause in Contracts

Revenues and Expenses. Subject to the provisions hereof, Sellers shall remain entitled to all of the rights of ownership (including the right to all proceeds of Hydrocarbon production from or attributable to the Assets together with all income, credits and other proceeds earned with respect to the Assets) and shall remain responsible for all Operating Expenses incurred with respect to the Assets prior to the Effective Time, in accordance with their respective interests in the Assets giving rise thereto. Subject 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 proceeds of Hydrocarbon production from or attributable to the Option Assets together with all income, credits, and other proceeds earned with respect to the Option Assets) and shall be responsible for all Operating Expenses incurred with respect to the Option Assets from and after the Effective Time. All Operating Expenses attributable to the Initial Assets, (and, to the extent the Option Closing is consummated, the Option Assets) that are: (a) 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 (b) 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, including natural gas liquids, shall be deemed to be “from or attributable to” the Leases, Xxxxx and Units when they pass through the pipeline connecting into the storage facilities into which they are run or into tanks connected to the Xxxxx and (ii) gaseous Hydrocarbons shall be deemed to be “from or attributable to” the Leases, Xxxxx and Units 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 transported (whichever meter is closest to the Well). Sellers shall utilize reasonable interpolative procedures, consistent with industry practice, to arrive at an allocation of production when exact meter readings or gauging and strapping data 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 submit a statement to the other 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. Subject to the provisions hereofExcept 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 Hydrocarbon production from or attributable to the Assets together with all income, credits and other proceeds earned with respect to the Assetsproceeds) and shall remain responsible for all Operating Expenses incurred with respect Expenses, in each case (a) attributable to the Assets for the period of time prior to the Effective Time, Time and (b) in accordance with their respective interests in the Assets giving rise thereto. Subject to the provisions hereofExcept as otherwise expressly provided in this Agreement, 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 proceeds earned with respect to the Option Assetsproceeds) and shall be responsible for all Operating Expenses incurred with respect Expenses, in each case attributable to the Option Assets for the period of time from and after the Effective Time. All Except as otherwise expressly provided in this Agreement, all Operating Expenses attributable to the Initial Assets, (and, to the extent the Option Closing is consummated, the Option Assets) Assets that are: (ai) 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 (bii) 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, including natural gas liquids, Hydrocarbons shall be deemed to be “from or attributable to” the Leases, Units and Xxxxx and Units 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 tanks connected to the Xxxxx 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 and Units 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 transported (whichever meter is closest to the Well)transported. Sellers shall utilize reasonable interpolative procedures, consistent with industry practice, procedures to arrive at an allocation of production when exact meter readings or gauging and strapping data are is not available. Regardless Sellers shall provide to Buyer evidence of all meter readings and all gauging and strapping procedures conducted on or about the date set Effective Time in connection with the Assets, together with all data necessary to support any estimated allocation, for purposes of establishing 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 submit a statement adjustment to the other 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 statementPurchase Price pursuant to Section 3.04.

Revenues and Expenses. Subject 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 Hydrocarbon production from or attributable to the Assets together with all income, credits and other proceeds earned with respect 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 incurred with respect Expenses, in each case attributable to the Assets for the period of time prior to the Effective Time, in accordance with their respective interests subject to any applicable time periods set forth in the Assets giving rise thereto. definition of “Excluded Liabilities.” Subject 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, hereof and subject to the occurrence of the Option Closing, Buyer shall be entitled to all of the rights of ownership (including including, without limitation, the right to all production, proceeds of Hydrocarbon production from or attributable to the Option Assets together with all income, credits, and other proceeds earned with respect to including overhead payments received from Third Parties, amounts for the Option Assetshandling, processing and transportation of Hydrocarbons and amounts for platform space for or by Third Parties) and shall be responsible for all Operating Expenses incurred with respect Expenses, in each case, attributable to the Option 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. All Operating Expenses attributable to the Initial Assets, (and, to the extent the Option Closing is consummated, the Option Assets) in each case that are: (ai) 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 (bii) incurred with respect to operations conducted or Hydrocarbons produced from and production after the Effective Time shall be paid by or allocated to Buyer. The terms “earnedOperating Expenses” means all operating expenses (including without limiting the foregoing in any respect, rentals, costs of insurance and “incurred”ad valorem, as used property, severance, production and similar taxes based upon or measured by the ownership or operation of the Assets or the production of Hydrocarbons therefrom, but excluding any other taxes) and capital expenditures incurred in this Agreement shall be interpreted the ownership and operation of the Assets and, where applicable, in accordance with generally accepted accounting principles utilized by Sellers, except as otherwise specified herein. For purposes of allocating production (any relevant operating or unit agreement and accounts receivable with respect thereto), under this Section 2.04, (i) liquid Hydrocarbons, including natural gas liquids, shall be deemed to be “from or attributable to” the Leases, Xxxxx and Units when they pass through the pipeline connecting into the storage facilities into which they are run or into tanks connected overhead costs charged to the Xxxxx and (ii) gaseous Hydrocarbons shall be deemed to be “from Assets under any relevant operating agreement or attributable to” the Leases, Xxxxx and Units 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 transported (whichever meter is closest to the Well). Sellers shall utilize reasonable interpolative procedures, consistent with industry practice, to arrive at an allocation of production when exact meter readings or gauging and strapping data 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 submit a statement to the other 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 statementunit agreement.

Revenues and Expenses. Subject to the provisions hereof(a) Except as 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 Hydrocarbon production from or attributable to the Assets together with all income, credits and other proceeds earned with respect to the Assetsproceeds) and shall remain responsible for the economic burden of all Operating Expenses incurred (and entitled to any refunds with respect thereto), in each case attributable to the Assets Conveyed Interests for the period of time prior to the Effective Time. Except as expressly provided otherwise in this Agreement, in accordance with their respective interests in the Assets giving rise thereto. Subject and subject to the provisions hereofoccurrence 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 Hydrocarbon production from or attributable to the Initial Assets together with all income, creditsproduction, and other proceeds earned with respect to the Initial Assets) proceeds), and shall be responsible for the economic burden of all Operating Expenses incurred with respect to the Initial Assets from and after the Effective Time. Subject to the provisions hereofExpenses, and subject to the occurrence of the Option Closingin each case, 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 Option Assets together with all income, credits, and other proceeds earned with respect to Conveyed Interests for the Option Assets) and shall be responsible for all Operating Expenses incurred with respect to the Option Assets period of time from and after the Effective Time. All Operating Expenses attributable to the Initial AssetsConveyed Interests, (and, to the extent the Option Closing is consummated, the Option Assets) in each case that are: (ai) 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 (bii) incurred with respect to operations conducted or Hydrocarbons produced production from and after the Effective Time shall be paid by or allocated to BuyerMitsui. The terms “earned” and “incurred”, as 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 Agreement Section 3.7, the Parties’ only recourse to enforce the rights and obligations set forth in this Section 3.7 with respect to revenues and other amounts received or paid prior to Closing by either Party attributable to the rights of ownership of (A) the Conveyed Interests other than the Springfield Gathering Assets from and after the Effective Time up to Closing shall be interpreted in accordance with generally accepted accounting principles utilized by Sellers, except as otherwise specified herein. For purposes through an adjustment to the calculation of allocating production (and accounts receivable with respect theretothe Cash Reconciliation Amount pursuant to Section 3.9(c), under this Section 2.04, and (iB) liquid Hydrocarbons, including natural gas liquids, the Springfield Gathering Assets included in the Conveyed Interests from and after the Effective Time up to Closing shall be deemed to be “from or attributable to” the Leases, Xxxxx and Units when they pass through the pipeline connecting into the storage facilities into which they are run or into tanks connected an adjustment to the Xxxxx and (ii) gaseous Hydrocarbons shall be deemed to be “from or attributable to” the Leases, Xxxxx and Units 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 transported (whichever meter is closest Closing Cost Reimbursement pursuant to the Wellprovisions of Section 3.9(a). Sellers shall utilize reasonable interpolative procedures, consistent with industry practice, to arrive at an allocation of production when exact meter readings or gauging and strapping data 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 submit a statement to the other 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. Subject Notwithstanding anything to the provisions hereofcontrary contained herein, Sellers shall remain entitled to all of during the rights of ownership (including the right to all proceeds of Hydrocarbon production from or attributable to the Assets together with all income, credits and other proceeds earned with respect to the Assets) and shall remain responsible for all Operating Expenses incurred with respect to the Assets prior to the Effective Time, in accordance with their respective interests in the Assets giving rise thereto. Subject to the provisions hereofTerm, 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 proceeds of Hydrocarbon production from or attributable to the Initial Assets together with all incomeeach Managed System, credits, and other proceeds earned with respect to the Initial Assets) and shall be responsible for and shall pay when due all Operating Expenses operating 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), including to the extent such expenses exceed revenues from the operation of such Managed System. Seller shall promptly forward to Buyer for payment any invoices received by Seller for operating expenses relating to any Managed System (other than expenses Seller otherwise is required to pay pursuant to the 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 Seller receives payments or other revenue with respect to any Managed System, Seller will promptly notify Buyer in writing of same and promptly pay or cause such amounts to be paid to Buyer. For the Initial Assets from and after the Effective Time. Subject to the provisions hereof, and subject to the occurrence avoidance of the Option Closingdoubt, Buyer shall will not be entitled required under this Agreement to all of the rights of ownership (including the right to all proceeds of Hydrocarbon production from pay any expenses, liabilities or attributable to the Option Assets together with all income, credits, and other proceeds earned charges with respect to a Managed System that (i) relate to pre-Term periods unless such expenses, liabilities or charges are Assumed Liabilities or would have constituted Assumed Liabilities had the Option AssetsRetained Consent Franchise and/or Retained LLC Consent Franchise Assets to which such Managed System relates been included among the Assets transferred to Buyer at the Closing, or (ii) and shall be responsible for all Operating Expenses incurred with respect are required to the Option Assets from and after the Effective Time. All Operating Expenses attributable to the Initial Assets, (and, to the extent the Option Closing is consummated, the Option Assets) that are: (a) 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 (b) 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, including natural gas liquids, shall be deemed to be “from or attributable to” the Leases, Xxxxx and Units when they pass through the pipeline connecting into the storage facilities into which they are run or into tanks connected Seller pursuant to the Xxxxx Purchase Agreement, including, without limitation, Sections 2.2 and (ii) gaseous Hydrocarbons shall be deemed to be “from or attributable to” the Leases, Xxxxx and Units 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 transported (whichever meter is closest to the Well). Sellers shall utilize reasonable interpolative procedures, consistent with industry practice, to arrive at an allocation of production when exact meter readings or gauging and strapping data 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 submit a statement to the other 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 statement6.7 thereof.

Revenues and Expenses. Subject to the provisions hereof, Sellers shall remain entitled to all of the rights of ownership hereof (including the right to all proceeds of Hydrocarbon production from or attributable to the Assets together with all incomeSection 3.3(a)(iii)), credits and other proceeds earned with respect to the Assets) and shall remain responsible for all Operating Expenses incurred with respect to the Assets prior to the Effective Time, in accordance with their respective interests in the Assets giving rise thereto. Subject to the provisions hereof, Buyer Seller 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 Hydrocarbon production from or attributable to the Initial Assets together with all income, credits, and other proceeds earned with respect to the Initial Assetsproceeds) and shall be remain responsible for all Operating Expenses incurred with respect Expenses, in each case, attributable to the Initial Assets from and after period of time prior to 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 attributable to the Assumed Xxxxxx and to the Assets (including the right to all production, proceeds of Hydrocarbon production from or attributable to the Option Assets together with all income, credits, and other proceeds earned with respect to the Option Assets) proceeds), and shall be responsible for all Operating Expenses incurred with respect to the Option Assets Expenses, in each case, from and after the Effective Time. All Subject to the provisions hereof (including Section 3.3(a)(iii) and Section 15.2(b)), all Operating Expenses attributable to the Initial Assets, (and, to the extent the Option Closing is consummated, the Option Assets) that are: (a) 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 (b) incurred with respect to operations conducted or Hydrocarbons produced production from and after the Effective Time shall be paid by or allocated to Buyer. The terms “earnedOperating Expenses” means all costs attributable to the Assumed Xxxxxx, if any, and “incurred”all operating expenses (including Property Taxes but excluding in all cases, as used all costs and expenses of 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 to coverage periods from and after the Effective Time) and capital expenditures incurred in this Agreement shall be interpreted the ownership and operation of the Assets in the ordinary course of business and, where applicable, in accordance with generally accepted accounting principles utilized by Sellersthe relevant operating or unit agreement, except as otherwise specified herein. For purposes of allocating production (if any, and accounts receivable with respect thereto)overhead costs charged to the Assets under the relevant operating agreement or unit agreement, under this Section 2.04if any, but excluding Liabilities attributable to (i) liquid Hydrocarbonspersonal injury or death, including natural gas liquidsproperty damage or violation of any Law, shall be deemed to be “from or attributable to” the Leases, Xxxxx and Units when they pass through the pipeline connecting into the storage facilities into which they are run or into tanks connected to the Xxxxx 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 relating to the Assets, including those held in suspense, or (vi) obtaining the Permit Amendment pursuant to Section 6.10. After Closing, each Party shall be deemed entitled to be “from participate in all joint interest audits and other audits of Operating Expenses for which such Party is entirely or attributable to” in part responsible under the Leases, Xxxxx and Units 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 transported (whichever meter is closest to the Well). Sellers shall utilize reasonable interpolative procedures, consistent with industry practice, to arrive at an allocation terms of production when exact meter readings or gauging and strapping data 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 submit a statement to the other 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 statementthis Section 2.3.

Revenues and Expenses. Subject to to, and without limitation of, the provisions hereofterms and conditions of this Agreement, Sellers shall remain entitled to all of the rights of ownership (including the right to all proceeds of Hydrocarbon production from or attributable to the Assets together with all income, credits and other proceeds earned with respect to the Assets) and shall remain responsible for all Operating Expenses incurred with respect to the Assets prior to the Effective Time, in accordance with their respective interests in the Assets giving rise thereto. Subject to the provisions hereof, Buyer Seller shall be entitled to all of the rights of ownership attributable to the Assets (including the right to all production of Hydrocarbons therefrom and 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 Assetsrelated thereto) and shall be remain responsible for all Operating Expenses incurred with respect Expenses, in each case, attributable to the Initial Assets from and after period of time prior to the Effective Time. Subject to to, and without limitation of, the provisions hereofterms and conditions of this Agreement, and subject to the occurrence of the Option Closing, Buyer shall be entitled to all of the rights of ownership attributable to the Assets (including the right to all production of Hydrocarbons therefrom and proceeds of Hydrocarbon production from or attributable to the Option Assets together with all incomerelated thereto), credits, and other proceeds earned with respect to the Option Assets) and shall be responsible for all Operating Expenses incurred with respect Expenses, in each case, attributable to the Option Assets period of time from and after the Effective Time. All 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 Initial Assets, (and, to the extent the Option Closing is consummated, the Option Assets) that are: (a) 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 (b) incurred with respect to operations conducted or Hydrocarbons produced production from and after the Effective Time shall be paid by or allocated to Buyer. The terms “earnedOperating 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 insurance attributable to Seller’s and/or its Affiliates’ insurance and “incurred”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 the ownership and/or operation of the Assets in the ordinary course of business, as used 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 Agreement, 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) personal injury or death, property damage or violation of any Law, (ii) 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 be interpreted in accordance with generally accepted accounting principles utilized by Sellers, except as otherwise specified herein. For purposes of allocating production remain responsible for (and accounts receivable with respect thereto), under this Section 2.04, (iBuyer shall have no responsibility for nor shall the Purchase Price be adjusted upward for) liquid Hydrocarbons, including natural gas liquids, shall be deemed to be “any amounts paid by or on behalf of Seller from or attributable to” the Leases, Xxxxx and Units when they pass through the pipeline connecting into the storage facilities into which they are run or into tanks connected to the Xxxxx and (ii) gaseous Hydrocarbons shall be deemed to be “from or attributable to” the Leases, Xxxxx and Units 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 transported (whichever meter is closest to the Well). Sellers shall utilize reasonable interpolative procedures, consistent with industry practice, to arrive at an allocation of production when exact meter readings or gauging and strapping data 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 Effective Time in connection with curing or Option Closing Dateattempting to cure and/or Remediate, as applicable, which is properly the property any Title Defect, Environmental Defect, breach or obligation purported breach of the other. Therefore, upon receipt of net proceeds this Agreement 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 Partyany Retained Obligation. Subject to, such Seller or Buyer (as the case may be) shall submit a statement to and without limitation of, the other terms and conditions set forth in this Agreement, after the Closing, each 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 entitled to participate in all joint interest audits and other audits of receipt Operating Expenses for which such Party is entirely or in part responsible under the terms of such statementthis Section 2.3.