W&T Dispute7 Sample Clauses

W&T Dispute7. 20 . As of the Execution Date, DIGP is involved in a contractual dispute with W&T Offshore, Inc. generally relating to third party gas production handling revenues (the “W&T Dispute”). It is anticipated that the W&T Dispute will not be resolved prior to Closing. In connection with the W&T Dispute, the Parties agree as follows: (a) SELLER and BUYER desire that DIGP continue to pursue the claims asserted by DIGP in the W&T Dispute. (b) SELLER, on behalf of DIGP, shall continue to pursue the W&T Dispute in the normal course of business up to the Closing Date. (c) At Closing, BUYER and SELLER shall enter into an agency agreement, the form of which is attached as Exhibit J, consistent with this Section 7.19 (the “W&T Agency Agreement”) pursuant to which BUYER shall appoint SELLER as DIGP’s agent for the limited purpose to allow SELLER to continue to pursue DIGP’s claims in the W&T Dispute in the normal course of business after the Closing Date. (d) At all times, SELLER shall be solely responsible to manage the W&T Dispute in its sole discretion including, but not limited to, pursuit of DIGP’s claims, abandonment of DIGP’s claims, and/or the settlement or compromise of DIGP’s claims. (e) At all times, SELLER shall be responsible for any and all costs and expenses associated with SELLER’s pursuit of the DIGP claims. (f) Upon resolution of the W&T Dispute and receipt, if any, of a favorable financial award, the proceeds of such award shall be allocated between SELLER and BUYER as follows: (i) First, SELLER shall be reimbursed for any and all costs and expenses incurred by SELLER at any time in pursuit of the DIGP claims in the W&T Dispute; (ii) Second, SELLER shall receive that amount of the net award attributable to those damages that accrued prior to the Closing Date; and (iii) Third, BUYER shall receive that amount of the net award attributable to those damages that accrued after the Closing Date. (g) Upon resolution of the W&T Dispute and receipt, if any, of a financial obligation, the total amounts owned pursuant to such obligation shall be paid by SELLER. (h) SELLER shall keep BUYER reasonably informed as to the status of the W&T Dispute. (i) The rights and obligations set forth in this Section 7.19 shall survive Closing until such time as the W&T Dispute is abandoned or resolved by SELLER.
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Related to W&T Dispute7

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  • Contract Disputes The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Contractor’s Supervisor and the County‘s project manager as specified in Article 25. Notices by way of the following process, such matter shall be brought to the attention of the County DPA by way of the following process: i. The Contractor shall submit to the County DPA a written demand for a final decision regarding the disposition of any dispute between the Parties arising under, related to, or involving this Contract, unless the County, on its own initiative, has already rendered such a final decision. ii. The Contractor’s written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to the Contract, the Contractor shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects the Contract adjustment for which the Contractor believes the County is liable. iii. Pending the final resolution of any dispute arising under, related to, or involving this Contract, the Contractor agrees to diligently proceed with the performance of this Contract, including the delivery of goods and/or provision of services. The Contractor’s failure to diligently proceed shall be considered a material breach of this Contract. Any final decision of the County shall be expressly identified as such, shall be in writing, and shall be signed by the County DPA or his designee. If the County fails to render a decision within 90 days after receipt of the Contractor’s demand, it shall be deemed a final decision adverse to the Contractor’s contentions. The County’s final decision shall be conclusive and binding regarding the dispute unless the Contractor commences action in a court of competent jurisdiction to contest such decision within 90 days following the date of the County’s final decision or one year following the accrual of the cause of action, whichever is later.

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