Common use of W&T Dispute7 Clause in Contracts

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.