Common use of Applicable Contracts Clause in Contracts

Applicable Contracts. (a) Part I of Schedule 4.8 sets forth all Applicable Contracts. (b) The Applicable Contracts are in full force and effect as to Seller or any Selling Subsidiary and, to Seller’s Knowledge, each counterparty (excluding any Applicable Contract that terminates as a result of expiration of its existing term). Except as set forth on Schedule 4.8, there exist no material defaults under the Applicable Contracts by Seller or any Selling Subsidiary or, to Seller’s Knowledge, by any other Person that is a party to such Applicable Contracts. Except as set forth on Schedule 4.8 and except for such matters that would not, individually or in the aggregate, result in a Material Adverse Effect, no event has occurred that with notice or lapse of time or both would constitute any default under any Applicable Contract by Seller or any Selling Subsidiary or, to Seller’s Knowledge, by any other Person who is a party to such Applicable Contract. Prior to the Closing Date, Seller has made available to Buyer true and complete copies of each Applicable Contract described on Schedule 4.8 and all amendments thereto. Neither Seller nor any Selling Subsidiary has received or given any unresolved written notice of default, amendment, waiver, price redetermination, market out, curtailment or termination with respect to any Applicable Contract described on Schedule 4.8. (c) Except as set forth on Schedule 4.8, and except for the Transaction Documents that are executed on the Closing Date, there are no Contracts executed by Seller or any Selling Subsidiary that will be binding on Buyer or encumber or bind the Conveyed Interests or the production therefrom after the Closing Date, including: (i) any joint operating agreement to which the Conveyed Interests are subject; (ii) any Contract that constitutes a non-competition agreement or any agreement that purports to restrict, limit or prohibit the manner in which, or the locations in which, Seller conducts business with respect to the Conveyed Interests, including any area of mutual interest Contracts with respect to the Conveyed Interests; (iii) any executory Contract that constitutes a pending purchase and sale agreement, farmout or farm-in agreement, exploration agreement, participation agreement or other Contract providing for the purchase, sale or earning of any material asset affecting the Conveyed Interests; (iv) any Contracts containing “tag along” or similar rights allowing a third party to participate in future sales of any of the Conveyed Interests; (v) any Hydrocarbon purchase and sale, gathering, transportation, processing or similar Contract under which the Conveyed Interests are dedicated; (vi) any Contract that contains a call on production from the Conveyed Interests; (vii) any Contract that is a Debt Instrument; or (viii) any Contract involving any take or pay payment, advance payment or other similar payment (other than royalties, overriding royalties and similar arrangements reflected with respect to the Net Revenue Interest set forth in Exhibit A), to deliver Hydrocarbons, or proceeds from the sale thereof, attributable to the Conveyed Interests at some future time without receiving payment thereof at or after the time of delivery.

Applicable Contracts. (a) Part I All Applicable Contracts are listed on Schedule 4.8(a) and include all Contracts to which Seller or any of Schedule 4.8 sets forth all Applicable Contractsits Affiliates is a party that are material to the ownership, exploration, exploitation, development, operation or marketing of production from the Oil and Gas Interests. (b) The Applicable Contracts are in full force and effect as to Seller or any Selling Subsidiary and, to Seller’s Knowledge, each counterparty (excluding any Applicable Contract that terminates as a result of expiration of its existing term). Except as set forth on Schedule 4.84.8(b), there exist no material defaults under the Applicable Contracts by Seller or any Selling Subsidiary or, to Seller’s Knowledge, by any other Person that is a party to such Applicable Contracts. Except as set forth on Schedule 4.8 4.8(b) and except for such matters that would not, individually or in the aggregate, result in a Seller Material Adverse Effect, no event has occurred that with notice or lapse of time or both would constitute any a default under any Applicable Contract by Seller or any Selling Subsidiary or, to Seller’s Knowledge, by any other Person who is a party to such Applicable Contract. Prior to the Closing Date, Seller has made available to Buyer true and complete copies of each Applicable Contract described on Schedule 4.8 and all any amendments thereto. Neither Seller nor any Selling Subsidiary has not received or given any unresolved written notice of default, amendment, waiver, price redetermination, market out, curtailment or termination with respect to any Applicable Contract described on Schedule 4.8Contract. (c) Except as set forth for (A) the Applicable Contracts, (B) Contracts that may be cancelled upon notice and without penalty and the cancellation of which would not, individually or in the aggregate, have a material impact on Schedule 4.8the value of the Assets, and except for (C) the Transaction Documents that are executed on the Closing DateDate and (D) as set forth on Schedule 4.8(c), there are no Contracts executed by Seller or any Selling Subsidiary that will be binding on Buyer or encumber or bind the Conveyed Interests or the production therefrom after the Closing Date, including: (i) any joint operating agreement to which the Conveyed Interests are subject; (ii) any Contract that constitutes a non-competition agreement or any agreement that purports to restrict, limit or prohibit the manner in which, or the locations in which, Seller conducts business with respect to the Conveyed Interests, including any area of mutual interest Contracts with respect to the Conveyed Interests; (iii) any executory Contract that constitutes a pending purchase and sale agreement, farmout or farm-in agreement, exploration agreement, participation agreement or other Contract providing for the purchase, sale or earning of any material asset affecting the Conveyed Interests; (iv) any Contracts containing “tag along” or similar rights allowing a third party to participate in future sales of any of the Conveyed Interests; (v) any Hydrocarbon purchase and sale, gathering, transportation, processing or similar Contract under which the Conveyed Interests are dedicated; (vi) any Contract that contains a call on production from the Conveyed Interests; (vii) any Contract that is a Debt Instrument; or (viii) any Contract involving any take or pay payment, advance payment or other similar payment (other than royalties, overriding royalties and similar arrangements reflected with respect to the Net Revenue Interest set forth in Exhibit A), to deliver Hydrocarbons, or proceeds from the sale thereof, attributable to the Conveyed Interests at some future time without receiving payment thereof at or after the time of delivery. (d) Schedule 4.8(d) lists all Contracts to which Seller or any of its Affiliates is a party under which Seller expects to procure goods and/or services from Seller or any of its Affiliates that will be charged, directly or indirectly, to Buyer as owner of the Conveyed Interests.

Applicable Contracts. (a) Part I of Schedule 4.8 sets forth all Applicable Contracts. (b) The Applicable Contracts are in full force and effect as to Seller or any Selling Subsidiary and, to Seller’s Knowledge, each counterparty (excluding any Applicable Contract that terminates as a result of expiration of its existing term). Except as set forth on Schedule 4.8, there exist no material defaults under the Applicable Contracts by Seller or any Selling Subsidiary or, to Seller’s Knowledge, by any other Person that is a party to such Applicable Contracts. Except as set forth on Schedule 4.8 and except for such matters that would not, individually or in the aggregate, result in a Material Adverse Effect, no event has occurred that with notice or lapse of time or both would constitute any default under any Applicable Contract by Seller or any Selling Subsidiary or, to Seller’s Knowledge, by any other Person who is a party to such Applicable Contract. Prior to the Closing Date, Seller has made available to Buyer true and complete copies of each Applicable Contract described on Schedule 4.8 and all amendments thereto. Neither Seller nor any Selling Subsidiary has received or given any unresolved written notice of default, amendment, waiver, price redetermination, market out, curtailment or termination with respect to any Applicable Contract described on Schedule 4.8. (c) Except as set forth on Schedule 4.8, and except for the Transaction Documents that are executed on the Closing Date, there are no Contracts executed by Seller or any Selling Subsidiary that will be binding on Buyer or encumber or bind the Conveyed Interests or the production therefrom after the Closing Date, including: (i) any joint operating agreement to which the Conveyed Interests are subject; (ii) any Contract that constitutes a non-competition agreement or any agreement that purports to restrict, limit or prohibit the manner in which, or the locations in which, Seller conducts business with respect to the Conveyed Interests, including any area of mutual interest Contracts with respect to the Conveyed Interests; (iii) any executory Contract that constitutes a pending purchase and sale agreement, farmout or farm-in agreement, exploration agreement, participation agreement or other Contract providing for the purchase, sale or earning of any material asset affecting the Conveyed Interests; Interests; (iv) any Contracts containing “tag along” or similar rights allowing a third party to participate in future sales of any of the Conveyed Interests;Conveyed (v) any Hydrocarbon purchase and sale, gathering, transportation, processing or similar Contract under which the Conveyed Interests are dedicated; (vi) any Contract that contains a call on production from the Conveyed Interests; (vii) any Contract that is a Debt Instrument; or (viii) any Contract involving any take or pay payment, advance payment or other similar payment (other than royalties, overriding royalties and similar arrangements reflected with respect to the Net Revenue Interest set forth in Exhibit A), to deliver Hydrocarbons, or proceeds from the sale thereof, attributable to the Conveyed Interests at some future time without receiving payment thereof at or after the time of delivery.