Common use of Conduct of Business by Sellers Clause in Contracts

Conduct of Business by Sellers. (a) From and after the Execution Date until the earlier of the Closing and the termination of this Agreement in accordance with ARTICLE XII (the “Interim Period”), except as consented to in writing by Buyer or provided for in this Agreement, Sellers shall: (i) cause the Properties to be maintained and operated in a good and workmanlike manner consistent with the manner of maintenance and operations prior to the Execution Date and operate the Properties in the Ordinary Course in compliance with applicable Laws; provided, however, that no Seller shall be obligated to complete, recomplete, or rework any of the Xxxxx or drill any additional xxxxx; (ii) pay or cause to be paid their proportionate share of all costs and expenses incurred in connection with such operations and Sellers will notify Buyer of ongoing activities and major capital expenditures in excess of $100,000 per activity on an 8/8ths basis, exclusive of the matters contemplated by the capital budget attached hereto as Exhibit J (such Exhibit J, with any changes or amendments as agreed to by Buyer and Sellers’ Representative in writing, is the “Capital Budget”), and shall consult with Buyer regarding all such matters and operations involving such expenditures; (iii) pay, as they become due, all expenses related to the Properties, as would be paid by a reasonably prudent lessee or operator; (iv) notify Buyer of any election that any Seller is required to make under any Applicable Contract, specifying the nature and time period associated with such election, and, if Buyer does not respond to the notifying Seller within sufficient time to enable such Seller to timely make such election, then such Seller shall make such election as would a reasonably prudent lessee or operator; provided, however, that no Seller nor any of Sellers’ Subsidiaries shall make any election to go non-consent or to not participate in any operation with respect to the Properties without Buyer’s prior written consent; (v) maintain insurance coverage on the Properties presently furnished by third parties that are not Affiliates of Sellers in the amounts and of the types presently in force; (vi) use commercially reasonable efforts to keep Buyer reasonably apprised of any drilling, re-drilling or completion operations proposed or conducted by Sellers with respect to the Properties; (vii) use commercially reasonable efforts to maintain in full force and effect all Leases that are presently producing in paying quantities; (viii) pay any Production Taxes related to the Properties as such Production Taxes become due and payable, subject to Sellers’ rights under this Agreement to be reimbursed or indemnified by Buyer for the portion of such Production Taxes allocable to Buyer pursuant to Section 6.3; and (ix) notify Buyer if any Lease terminates promptly upon learning of such termination. (b) During the Interim Period, except as (w) expressly provided in this Agreement, (x) contemplated by the Capital Budget, (y) required by Law or (z) consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Sellers shall not: (i) except for the transactions described on Schedule 4.1(b)(i) and Section 4.8(b), take any action to sell, transfer, farmout, dispose of, distribute, mortgage, encumber, pledge or enter into any agreement or arrangement for the sale, disposition, distribution, mortgage, encumbrance or pledge of, any of the Properties, other than dispositions of worn-out or obsolete equipment and other personal property in the Ordinary Course and of the Conveyed Hydrocarbons that are produced from the Properties in the Ordinary Course; (ii) except as otherwise permitted by this Agreement, enter into any transaction, the effect of which would be to cause Sellers’ Net Revenue Interest with respect to the production of Hydrocarbons from any Listed Interest to be less than, or Sellers’ Working Interest with respect to the production of Hydrocarbons from any Listed Interest to be more than, that shown in Exhibit C for such Listed Interest, unless, with respect to any such increase in Working Interest, there is a proportionate increase in the Net Revenue Interest with respect to such Listed Interest; (iii) except for (A) emergencies, (B) lease operating expenses incurred in the Ordinary Course, or (C) operations described in Section 4.1(a)(iv) or contemplated in the Capital Budget or by Section 4.8, enter into any contract or commitment or assume or incur any obligation with respect to the Properties’ operations involving expenditures in excess of $100,000 in the aggregate; (iv) relinquish voluntarily its position as operator with respect to any Property; (v) violate, breach or default under, in any material respect, any Applicable Contract or Lease; (vi) except as set forth on Schedule 4.1(b)(vi), enter, or agree to enter, into any agreement that, if in existence as of the Execution Date, would be an Applicable Contract, or amend or modify any Applicable Contract; (vii) waive, release, assign, settle or compromise any claim, action or proceeding relating to the Properties, other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages not in excess of $100,000 individually or in the aggregate (excluding amounts to be paid under insurance policies); or (viii) enter into any agreement to do any of the foregoing prohibited by this Section 4.1. (c) Notwithstanding the foregoing, (i) Buyer acknowledges and agrees that any acts or omissions of the other working interest owners (and operators) of the Properties that Sellers do not have any contractual right to control shall not constitute a breach of this Section 4.1 and (ii) Buyer’s consent shall not be required with respect to any action taken by Sellers or their Subsidiaries as required by Law or as specifically contemplated by other provisions of this Agreement.

Conduct of Business by Sellers. (a) From For the period commencing on the date hereof and after the Execution Date until the earlier of ending on the Closing and the termination of this Agreement in accordance with ARTICLE XII (the “Interim Period”)Date, Sellers shall, except for any Pandemic Measures, or, except as expressly required or permitted hereby, or as expressly set forth on Schedule 6.1 or otherwise consented to in advance in writing by Buyer Purchaser, Sellers shall use their commercially reasonable efforts to conduct the Business in the ordinary course consistent with past practice in all material respects (taking into account any material event or provided for change in circumstance that occurs following the date of this Agreement, Sellers ) and shall: (ia) cause use its commercially reasonable efforts to preserve intact the Properties goodwill of the Business, keep the officers and employees of the Business available to be maintained Purchaser and operated in a good preserve the relationships and workmanlike manner consistent goodwill of the Business with the manner of maintenance existing and operations prior customers, investors, suppliers, employees and other Persons having business relations with Sellers relating to the Execution Date and operate the Properties in the Ordinary Course in compliance Business; (b) comply with all applicable Laws; provided; (c) not dispose of or permit to lapse any ownership and/or right to the use of any patent, howevertrademark, that no trade name, service mark, license or copyright of Sellers relating to the Business; (d) protect, defend and maintain the ownership, validity and registration of the Seller shall be obligated to completeRegistered Intellectual Property, recomplete, or rework and not allow any of the Xxxxx or drill any additional xxxxxSeller Registered Intellectual Property to be abandoned, forfeited, cancelled, expunged and/or dedicated to the public; (e) not (i) create, incur or assume any Indebtedness secured by the Assets, (ii) grant, create, incur or suffer to exist any Lien on the Assets that did not exist on the date hereof (other than the Permitted Liens), (iii) write-down the value of any asset or investment (including any Asset) on the books or records of Sellers, except for depreciation and amortization in the ordinary course of business and consistent with past practice, (iv) cancel any debt or waive any claim or right relating to the Business, (v) enter into any Assumed Contract which (A) requires payment of Five Thousand Dollars ($5,000) or more and (B) cannot be cancelled by Sellers on notice of no longer than thirty (30) days and without liability or penalty of any kind, or (vi) settle or compromise any Proceedings related to or in connection with the Business; (f) not (i) increase in any manner the compensation of, or enter into any new bonus or incentive agreement or arrangement with, any Business Employees that are intended to be Transferred Employees, (ii) pay or cause agree to pay any additional pension, retirement allowance or other employee benefit under any Employee Benefit Plan to any Business Employees that are intended to be paid their proportionate share of all costs and expenses incurred in connection with such operations and Sellers will notify Buyer of ongoing activities and major capital expenditures in excess of $100,000 per activity on an 8/8ths basis, exclusive of the matters contemplated by the capital budget attached hereto as Exhibit J (such Exhibit J, with any changes or amendments as agreed to by Buyer and Sellers’ Representative in writing, is the “Capital Budget”), and shall consult with Buyer regarding all such matters and operations involving such expendituresTransferred Employees; (iiig) paynot adopt, as they become dueamend or terminate any Employee Benefit Plan or increase the benefits provided under any Employee Benefit Plan, all expenses related or promise or commit to undertake any of the foregoing in the future prior to the Properties, as would be paid by a reasonably prudent lessee or operatorClosing Date; (ivh) notify Buyer not enter into any Employment Agreement relating to the Business; (i) perform in all material respects all of its obligations under all Assumed Contracts and Licenses, and not materially default or suffer to exist any event or condition that with notice or lapse of time or both could constitute a material default under any Assumed Contract or License (except those being contested in good faith); (j) continue to maintain its books and records relating to the Business in accordance with sound accounting principles consistently applied and on a basis consistent with past practice and not make any material change in any of its accounting (or tax accounting) policies, practices or procedures other than as required by applicable Law; (k) continue its current cash management practices in the ordinary course of business consistent with past practice; (l) safeguard the Business Information and not sell it, license it or provide access to it to any other Person (except as may be required by Law or pursuant to the terms of any election that any Seller is required Assumed Contracts of the type set forth on item 1 of Schedule 2.1(c)); and (m) not authorize, or commit or agree to make under any Applicable Contracttake, specifying the nature and time period associated with such election, and, if Buyer does not respond to the notifying Seller within sufficient time to enable such Seller to timely make such election, then such Seller shall make such election as would a reasonably prudent lessee or operator; provided, however, that no Seller nor any of Sellers’ Subsidiaries shall make any election the actions described in clause (a) through (l) of this Section 6.1, which Sellers are required not to go non-consent or to not participate in any operation with respect to the Properties take without BuyerPurchaser’s prior written consent; , or any other action that would (vi) maintain insurance coverage on the Properties presently furnished by third parties that are prevent Sellers from performing, or cause Sellers not Affiliates of Sellers in the amounts and of the types presently in force; (vi) use commercially reasonable efforts to keep Buyer reasonably apprised of any drillingperform, re-drilling their covenants or completion operations proposed or conducted by Sellers with respect to the Properties; (vii) use commercially reasonable efforts to maintain in full force and effect all Leases that are presently producing in paying quantities; (viii) pay any Production Taxes related to the Properties as such Production Taxes become due and payable, subject to Sellers’ rights agreements under this Agreement to be reimbursed or indemnified by Buyer for the portion of such Production Taxes allocable to Buyer pursuant to Section 6.3; and (ix) notify Buyer if any Lease terminates promptly upon learning of such termination. (b) During the Interim Period, except as (w) expressly provided in this Agreement, (x) contemplated by the Capital Budget, (y) required by Law or (z) consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Sellers shall not: (i) except for the transactions described on Schedule 4.1(b)(i) and Section 4.8(b), take any action to sell, transfer, farmout, dispose of, distribute, mortgage, encumber, pledge or enter into any agreement or arrangement for the sale, disposition, distribution, mortgage, encumbrance or pledge of, any of the Properties, other than dispositions of worn-out or obsolete equipment and other personal property in the Ordinary Course and of the Conveyed Hydrocarbons that are produced from the Properties in the Ordinary Course; (ii) except as otherwise permitted by cause or result in any of their representations and warranties contained in this Agreement, enter into any transaction, the effect of which Agreement being untrue or incorrect. If a Seller desires to take an action that would be prohibited pursuant to cause Sellers’ Net Revenue Interest with respect this Section 6.1 without the consent of Purchaser, prior to the production of Hydrocarbons from any Listed Interest taking such action, such Seller may request such consent by sending an electronic e-mail to be less than, or Sellers’ Working Interest with respect to the production of Hydrocarbons from any Listed Interest to be more than, that shown [***]. Purchaser shall consider such request in Exhibit C for such Listed Interest, unless, with respect to any such increase in Working Interest, there is a proportionate increase in the Net Revenue Interest with respect good faith and either deliver to such Listed Interest; Seller written consent (iii) except for (A) emergencies, (B) lease operating expenses incurred in the Ordinary Course, or (C) operations described in Section 4.1(a)(ivwhich may be via e-mail) or contemplated in a written denial (which may be via e-mail) within [***] Business Days after Purchaser receives the Capital Budget or request by Section 4.8, enter into any contract or commitment or assume or incur any obligation with respect such Seller pursuant to the Properties’ operations involving expenditures in excess of $100,000 in the aggregate; (iv) relinquish voluntarily its position as operator with respect to any Property; (v) violate, breach or default under, in any material respect, any Applicable Contract or Lease; (vi) except as set forth on Schedule 4.1(b)(vi), enter, or agree to enter, into any agreement that, if in existence as of the Execution Date, would be an Applicable Contract, or amend or modify any Applicable Contract; (vii) waive, release, assign, settle or compromise any claim, action or proceeding relating to the Properties, other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages not in excess of $100,000 individually or in the aggregate (excluding amounts to be paid under insurance policies); or (viii) enter into any agreement to do any of the foregoing prohibited by this Section 4.1paragraph. [***]. (c) Notwithstanding the foregoing, (i) Buyer acknowledges and agrees that any acts or omissions of the other working interest owners (and operators) of the Properties that Sellers do not have any contractual right to control shall not constitute a breach of this Section 4.1 and (ii) Buyer’s consent shall not be required with respect to any action taken by Sellers or their Subsidiaries as required by Law or as specifically contemplated by other provisions of this Agreement.

Conduct of Business by Sellers. Sellers and Shareholder hereby covenant, warrant and agree that from May 31, 2004 to the Closing Date, except for any transactions expressly approved in writing by the Buyer: (a) From and after the Execution Date until the earlier Sellers have not incurred any lien, charge or encumbrance of any kind on any of the Closing Assets, exclusive of liens arising as a matter of law in the ordinary course of business as to which there is no known default; (b) Sellers have not sold, assigned, transferred or otherwise disposed of any property located at the Facilities other than in the ordinary course of business; (c) Sellers have not made any material changes in the salaries, fringe benefits or perquisites of its employees, or award any bonuses or extra compensation to its employees; (d) Sellers have not materially modified, amended, altered or terminated (whether by written or oral agreement, or any manner of action or inaction) any of its agreements and commitments; (e) Sellers have not entered into any collective bargaining agreement or union contract. (f) Sellers have maintained insurance on the termination Assets in amounts and with coverage at least as great as the amounts and coverage in effect on May 31, 2004; (g) Sellers have maintained, consistent with past practice, the Assets in reasonable good repair, order and condition, reasonable wear and tear excepted, and used its commercially reasonable efforts to preserve the possession and control of this Agreement all of the Assets, to keep in accordance faithful service its present key employees, and to preserve the goodwill of those having business relations with ARTICLE XII Sellers, have maintained their books, accounts and records in a manner consistent with past practice; (h) Sellers have allowed, at reasonable times, Buyer's employees, attorneys, auditors, accountants and other authorized representatives, free and full access to the “Interim Period”)land, except plants, properties, books, records, documents and correspondence relating to the Business, in order that Buyer may have full opportunity to make such investigation as consented to in writing by Buyer or provided for in this Agreement, Sellers shall:it may reasonably desire of the Business of the Sellers; (i) cause the Properties Sellers have complied with all material laws applicable to be maintained and operated in a good and workmanlike manner consistent with the manner of maintenance and operations prior to the Execution Date and operate the Properties in the Ordinary Course in compliance with applicable Laws; provided, however, that no Seller shall be obligated to complete, recomplete, or rework any Sellers' conduct of the Xxxxx or drill any additional xxxxxBusiness; (iij) pay or cause to be paid their proportionate share of all costs and expenses incurred in connection with such operations and Sellers will notify Buyer of ongoing activities and major capital expenditures in excess of $100,000 per activity on an 8/8ths basis, exclusive of the matters contemplated by the capital budget attached hereto as Exhibit J (such Exhibit J, with any changes or amendments as agreed to by Buyer and Sellers’ Representative in writing, is the “Capital Budget”), and shall consult with Buyer regarding all such matters and operations involving such expenditures; (iii) pay, as they become due, all expenses related to the Properties, as would be paid by a reasonably prudent lessee or operator; (iv) notify Buyer of any election that any Seller is required to make under any Applicable Contract, specifying the nature and time period associated with such election, and, if Buyer does not respond to the notifying Seller within sufficient time to enable such Seller to timely make such election, then such Seller shall make such election as would a reasonably prudent lessee or operator; provided, however, that no Seller nor any of Sellers’ Subsidiaries shall make any election to go non-consent or to not participate in any operation with respect to the Properties without Buyer’s prior written consent; (v) maintain insurance coverage on the Properties presently furnished by third parties that are not Affiliates of Sellers in the amounts and of the types presently in force; (vi) use have used commercially reasonable efforts to keep Buyer reasonably apprised of any drilling, re-drilling or completion operations proposed or conducted by Sellers with respect obtain the consents required in order to fulfill the Properties; (vii) use commercially reasonable efforts to maintain closing conditions contained in full force and effect all Leases that are presently producing in paying quantities; (viii) pay any Production Taxes related to the Properties as such Production Taxes become due and payable, subject to Sellers’ rights under this Agreement to be reimbursed or indemnified by Buyer for the portion of such Production Taxes allocable to Buyer pursuant to Section 6.3Article V hereof; and (ixk) notify Buyer if any Lease terminates promptly upon learning Sellers have maintained its inventory of such termination. (b) During finished goods, work-in-process, raw materials and supplies in a manner consistent with past practice and have continued operating the Interim Period, except as (w) expressly provided in this Agreement, (x) contemplated by the Capital Budget, (y) required by Law or (z) consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Sellers shall not: (i) except for the transactions described on Schedule 4.1(b)(i) and Section 4.8(b), take any action to sell, transfer, farmout, dispose of, distribute, mortgage, encumber, pledge or enter into any agreement or arrangement for the sale, disposition, distribution, mortgage, encumbrance or pledge of, any of the Properties, other than dispositions of worn-out or obsolete equipment and other personal property Business in the Ordinary Course ordinary course of business and of the Conveyed Hydrocarbons that are produced from the Properties in the Ordinary Course; (ii) except as otherwise permitted by this Agreement, enter into any transaction, the effect of which would be to cause Sellers’ Net Revenue Interest consistent with respect to the production of Hydrocarbons from any Listed Interest to be less than, or Sellers’ Working Interest with respect to the production of Hydrocarbons from any Listed Interest to be more than, that shown in Exhibit C for such Listed Interest, unless, with respect to any such increase in Working Interest, there is a proportionate increase in the Net Revenue Interest with respect to such Listed Interest; (iii) except for (A) emergencies, (B) lease operating expenses incurred in the Ordinary Course, or (C) operations described in Section 4.1(a)(iv) or contemplated in the Capital Budget or by Section 4.8, enter into any contract or commitment or assume or incur any obligation with respect to the Properties’ operations involving expenditures in excess of $100,000 in the aggregate; (iv) relinquish voluntarily its position as operator with respect to any Property; (v) violate, breach or default under, in any material respect, any Applicable Contract or Lease; (vi) except as set forth on Schedule 4.1(b)(vi), enter, or agree to enter, into any agreement that, if in existence as of the Execution Date, would be an Applicable Contract, or amend or modify any Applicable Contract; (vii) waive, release, assign, settle or compromise any claim, action or proceeding relating to the Properties, other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages not in excess of $100,000 individually or in the aggregate (excluding amounts to be paid under insurance policies); or (viii) enter into any agreement to do any of the foregoing prohibited by this Section 4.1past practice. (c) Notwithstanding the foregoing, (i) Buyer acknowledges and agrees that any acts or omissions of the other working interest owners (and operators) of the Properties that Sellers do not have any contractual right to control shall not constitute a breach of this Section 4.1 and (ii) Buyer’s consent shall not be required with respect to any action taken by Sellers or their Subsidiaries as required by Law or as specifically contemplated by other provisions of this Agreement.

Conduct of Business by Sellers. (a) From Sellers hereby covenant and after agree with Buyers that prior to the Execution Date until Second Closing, unless the earlier prior written consent of the Closing Buyers (which consent shall not be unreasonably withheld, conditioned or delayed) shall have been obtained and the termination of this Agreement in accordance with ARTICLE XII (the “Interim Period”), except as consented to in writing by Buyer or provided for specifically set forth in this Agreement, Sellers shall: (i) cause or subject to applicable Law, they shall conduct the Properties to be maintained Business only in, and operated in a good and workmanlike manner consistent with the manner of maintenance and operations prior to the Execution Date and operate the Properties in not take any action except in, the Ordinary Course in compliance with applicable Laws; provided, however, that no Seller of Business and shall be obligated to complete, recomplete, or rework any of make all required payments when due under the Xxxxx or drill any additional xxxxx; (ii) pay or cause to be paid their proportionate share of all costs and expenses incurred in connection with such operations and Sellers will notify Buyer of ongoing activities and major capital expenditures in excess of $100,000 per activity on an 8/8ths basis, exclusive of the matters contemplated leases entered into by the capital budget attached hereto as Exhibit J (such Exhibit JBusiness. Subject to applicable Law, with any changes or amendments as agreed to by Buyer and Sellers’ Representative in writing, is the “Capital Budget”), and Sellers shall consult with Buyer regarding all such matters and operations involving such expenditures; (iii) pay, as they become due, all expenses related to the Properties, as would be paid by a reasonably prudent lessee or operator; (iv) notify Buyer of any election that any Seller is required to make under any Applicable Contract, specifying the nature and time period associated with such election, and, if Buyer does not respond to the notifying Seller within sufficient time to enable such Seller to timely make such election, then such Seller shall make such election as would a reasonably prudent lessee or operator; provided, however, that no Seller nor any of Sellers’ Subsidiaries shall make any election to go non-consent or to not participate in any operation with respect to the Properties without Buyer’s prior written consent; (v) maintain insurance coverage on the Properties presently furnished by third parties that are not Affiliates of Sellers in the amounts and of the types presently in force; (vi) use their commercially reasonable efforts to keep Buyer reasonably apprised of any drilling, re-drilling or completion operations proposed or conducted by Sellers with respect Buyers informed as to the Properties; (vii) operations and activities of the Business and to consult with representatives of Buyers on material matters relating to or affecting the Business, the Purchased Assets or Sellers' Liabilities. Sellers shall take such actions as are reasonably necessary to maintain, preserve, renew and keep in force and effect the existence, rights, qualifications, Permits and franchises of the Business. Sellers shall use their commercially reasonable efforts to maintain in full force preserve the Business, to keep available to Buyers the current employees of Sellers and effect all Leases that are presently producing in paying quantities; (viii) pay any Production Taxes related to preserve their current relationships with vendors, clients or customers, officers, employees and agents and others having business dealings with Sellers or the Properties as such Production Taxes become due and payable, subject to Sellers’ rights under this Agreement to be reimbursed or indemnified by Buyer for the portion of such Production Taxes allocable to Buyer pursuant to Section 6.3; and (ix) notify Buyer if any Lease terminates promptly upon learning of such terminationBusiness. (b) During Without limiting the Interim Periodgenerality of the foregoing Section 9.01(a), except as (w) expressly provided specifically set forth in this Agreement, (x) contemplated by from the Capital Budgetdate of this Agreement until the Second Closing, (y) required by Law or (z) consented to in writing by Buyer Sellers will not do, without the prior written consent of Buyers (which consent shall not be unreasonably withheld, conditioned or delayed), Sellers shall notany of the following: (i) except for the transactions described on Schedule 4.1(b)(i) and Section 4.8(b), take any action to sell, transfer, farmout, dispose of, distribute, mortgage, encumber, pledge or enter into any agreement or arrangement for the sale, disposition, distribution, mortgage, encumbrance or pledge of, any of the Properties, other than dispositions of worn-out or obsolete equipment and other personal property in the Ordinary Course and of the Conveyed Hydrocarbons that are produced from the Properties in the Ordinary Courseamend either Seller's Organizational Documents; (ii) except as otherwise permitted by this Agreement, enter into any transactionagreements relating to the acquisition of any part of the assets or equity interests of Sellers or the Business outside the Ordinary Course of Business, the effect of which would be to cause Sellers’ Net Revenue Interest save and except with respect to the production sale of Hydrocarbons from any Listed Interest to be less thanthe assets and business of CAM2 International, LLC and Xxxxxxx Lubricant Works, LLC and the disposition of the Equity Owner's (or Sellers’ Working Interest with respect to the production of Hydrocarbons from any Listed Interest to be more thanits Affiliate's) interest in FCC Lubricant Works, that shown in Exhibit C for such Listed Interest, unless, with respect to any such increase in Working Interest, there is a proportionate increase in the Net Revenue Interest with respect to such Listed InterestLLC; (iii) except split, combine, subdivide or reclassify any of its equity interests or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for (A) emergencies, (B) lease operating expenses incurred in the Ordinary Course, or (C) operations described in Section 4.1(a)(iv) or contemplated in the Capital Budget or by Section 4.8, enter into any contract or commitment or assume or incur any obligation with respect to the Properties’ operations involving expenditures in excess equity interests of $100,000 in the aggregateSellers; (iv) relinquish voluntarily its position as operator with respect issue, deliver, grant, sell or dispose of, or authorize or propose the issuance (whether from treasury or otherwise), delivery, grant, sale or disposition of, any equity interests in Sellers or any securities convertible into, exchangeable for or evidencing the right to subscribe for any Propertysuch equity interests, or any rights, warrants, options or any other agreements of any character to acquire any such equity interests; (v) violateincrease the compensation or benefits (including severance or termination pay) of, breach or default under, in any material respectgrant additional benefits to, any Applicable Contract director, officer or Leaseemployee, other than reasonable increases to employees in the Ordinary Course of Business, or otherwise materially change the composition of the personnel and workforce; (vi) except as set forth otherwise take any action that would constitute an intentional material breach of Section 7.06 if occurring prior to the date hereof and not listed or disclosed on Schedule 4.1(b)(vi), enter, or agree to enter, into any agreement that, if in existence as of the Execution Date, would be an Applicable Contract, or amend or modify any Applicable Contract;7.06; or (vii) waivemake any commitment to take any of the actions prohibited by this Section 9.01(b). (c) Without limiting the other provisions of this Section 9.01, releasebetween the Initial Closing Date and the Second Closing Date, assign, settle or compromise any claim, action or proceeding relating Sellers and the Equity Owner further agree to keep Vertex and Buyers reasonably informed with respect to the Propertiesstatus of the restoration of the Bango Facility and any Claims or material events relevant thereto. In furtherance of the foregoing, Sellers and the Equity Owner agree, between the Initial Closing Date and the Second Closing Date, to (without the prior written consent of Vertex, which consent shall not be unreasonably withheld, delayed or conditioned): (i) provide Buyers and Vertex with monthly financial statements related to the business of Bango Refining; (ii) not sell, lease or otherwise dispose of any material assets, except as contemplated hereby or in the Ordinary Course of Business; (iii) refrain from taking any action that would constitute a material breach of Section 7.06; (iv) not enter into or terminate any Contract or otherwise bind the business of Bango Refining to any commitment that is in each case in excess of $50,000 in the aggregate or which has a performance period or term longer than six (6) months; (v) not modify in any material respect any Contract with any customer, vendor, supplier or other third party that would have a material adverse impact on the business operated by Bango Refining; (vi) make available one or more of its officers or other appropriate representatives to confer on a regular and frequent basis, but not less frequently than waiversweekly, releaseswith representatives of Vertex and to report the general status of Bango Refining's ongoing operations to Vertex; or (vii) except related to the restoration of the Bango Facility and covered by insurance proceeds related thereto, assignments, settlements or compromises that involve only not make any commitments for capital expenditures except for capital expenditures made in the payment Ordinary Course of monetary damages Business not in excess of $100,000 individually or 50,000 in the aggregate (excluding amounts to be paid under insurance policies); or (viii) enter into any agreement to do any of the foregoing prohibited by this Section 4.1aggregate. (c) Notwithstanding the foregoing, (i) Buyer acknowledges and agrees that any acts or omissions of the other working interest owners (and operators) of the Properties that Sellers do not have any contractual right to control shall not constitute a breach of this Section 4.1 and (ii) Buyer’s consent shall not be required with respect to any action taken by Sellers or their Subsidiaries as required by Law or as specifically contemplated by other provisions of this Agreement.