Certain Pre-Closing Covenants Regarding Properties. From the date of this Agreement and continuing until Closing, the Xxxxx- Xxxx Parties (i) will cause the Properties to be operated and maintained in a good and workmanlike manner consistent with prior practices, and will pay or cause to be paid all costs and expenses in connection therewith, (ii) will not abandon any Properties, nor will the Xxxxx-Xxxx Parties assign, convey, transfer, mortgage or hypothecate any of the Properties (other than the sale of oil and gas from or allocable to the Properties sold in accordance with the applicable Contracts; and other than granting a lien, mortgage or security interest as required under the credit facility of the Xxxxx-Xxxx Parties, insofar as such liens, mortgages or security interests are fully released at or prior to Closing), (iii) will maintain insurance now in force applicable to the Properties, (iv) will comply in all material respects with and make filings required by all applicable federal, state and local laws, rules and regulations, including, without limitation, all of the rules, regulations and orders of the North Dakota Industrial Commission (“NDIC”) that are applicable to the Xxxxx-Xxxx Parties and the Properties, (v) will perform and comply with all of the material covenants and conditions contained in the Leases, Contracts and agreements relating to the Properties, and (vi) will pay all taxes and assessments due and payable with respect to the Properties prior to the Closing Date. Except for expenditures under AFEs identified on Schedule 3.01(k) hereto or emergency operations (incurred in connection with unforeseen circumstances that the Xxxxx-Xxxx Parties in good faith believe involves bodily harm, or imminent loss of life or property), and only insofar as such expenses the Xxxxx-Xxxx Parties notify Buyer of in writing within five (5) business days after incurring the same, from the date of this Agreement until the Closing, without Buyer’s written consent (which Buyer will not unreasonably withhold, and to which Buyer will use its commercially reasonable efforts to respond to within three (3) business days of written request by the Xxxxx-Xxxx Parties for same), the Xxxxx-Xxxx Parties will not conduct or authorize any operation on the Properties with costs in excess of $100,000 as to their portion of any single project on the Properties, or which require AFE approval by working interest owners under applicable operating agreements of an expenditure of, over $100,000 as to their portion thereof.
