Common use of Covenants and Agreements of Seller Clause in Contracts

Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows: (a) Seller has made available to Buyer for examination all of Seller's title information, production information and other information relating to the Interests, including without limitation, accounting files, production files, land files, lease files, well files, division order files, contract files and marketing files, and, subject to the consent and cooperation of third parties, will cooperate with Buyer in Buyer's efforts to obtain, at Buyer's expense, such additional information relating to the Interests as Buyer may reasonably desire, to the extent in each case that Seller may do so without violating legal constraints or any confidentiality requirement or other contractual commitment of Seller to a third party. (b) Seller has permitted Buyer's authorized representative , at Buyer's sole risk and expense, to conduct reasonable on-site inspections of the Interests, including, without limitation, environmental assessments. (c) Except as otherwise consented to in writing by Buyer or provided in this Agreement, from the Effective Date of this Agreement to the Closing Date, to the extent Seller is the operator of any of the Interests, Seller has continued to operate the Interests in a good and workmanlike manner consistent with past practices. Seller will, in accordance with its normal business practice, pay or cause to be paid its proportionate share of all costs and expenses incurred in connection with such operations, and Seller has notified Buyer of ongoing activities and major capital expenditures in excess of $20,000 per activity, if any, conducted on the Interests (d) Subject to Subsection (c) above, Seller has not: (i) abandoned any part of the Interests (except in the ordinary course of business or the abandonment of leases upon the expiration of their respective primary terms or if not capable of production in paying quantities, (ii) approved any operations on the Interests costing Buyer more than $20,000 per activity; (iii) conveyed or disposed of any part of the Interests (other than replacement of equipment or sale of hydrocarbons produced from the Interests in the regular course of business); (iv) entered into any "farm-out," "farm-in" or other similar contract affecting the Interests; (v) let lapse any insurance now in force with respect to the Interests; (vi) materially modified or terminated any contract material to the operation of the Interests, or (vii) authorized or proposed, or agreed in writing or otherwise to take, any of the actions described in this Section 4.1(d).

Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows: (a) Upon execution of this Agreement, Seller has made will make available to Buyer for examination at Seller's Grand Junction, Colorado office during normal business hours, all of Seller's title information, production information and other information relating to the Interests, including without limitation, accounting files, production files, land files, lease files, well files, division order files, contract files and marketing files, and, subject to the consent and cooperation of operators and other third parties, will cooperate with Buyer in Buyer's efforts to obtain, at Buyer's expense, such additional information relating to the Interests as Buyer may reasonably desire, to the extent in each case that Seller may do so without violating legal constraints or any confidentiality requirement obligation of confidence or other contractual commitment of Seller to a third party. (b) Seller has permitted shall use reasonable efforts to cause the operators of the Interests to permit Buyer's authorized representative to conduct, at Buyer's sole risk and expense, to conduct reasonable on-site inspections of the Interests. All such inspections shall be conducted at the sole risk, includingcost and expense of Buyer, without limitation, environmental assessmentsand Buyer shall indemnify and defend Seller from and against any and all losses arising from such inspections. (c) Except as otherwise consented to in writing by Buyer or provided in this Agreement, During the period from the Effective Date date of this Agreement to the Closing Date, Seller agrees, unless specifically waived by Buyer in writing, as follows: (1) Subject to the extent Seller is the operator provisions of any of the Interestsapplicable operating and other agreements, Seller has continued shall continue to operate administer the Interests in a good and workmanlike manner consistent with its past practices. Seller will, in accordance with its normal business practice, pay or cause to be paid its proportionate share of all costs and expenses incurred in connection with such operations, and Seller has notified Buyer of ongoing activities and major capital expenditures in excess of $20,000 per activity, if any, conducted shall carry on the Interests (d) Subject to Subsection (c) above, Seller has not: (i) abandoned any part of the Interests (except in the ordinary course of its business or the abandonment of leases upon the expiration of their respective primary terms or if not capable of production in paying quantities, (ii) approved any operations on the Interests costing Buyer more than $20,000 per activity; (iii) conveyed or disposed of any part of the Interests (other than replacement of equipment or sale of hydrocarbons produced from the Interests in the regular course of business); (iv) entered into any "farm-out," "farm-in" or other similar contract affecting the Interests; (v) let lapse any insurance now in force with respect to the Interests; Interests in substantially the same manner as before execution of this Agreement. (vi2) materially modified Seller shall, except for emergency action taken in the face of risk to life, property or terminated any contract material the environment, submit to Buyer for prior written approval, all requests for operating or capital expenditures and all proposed contracts and agreements relating to the operation Interests that involve individual commitments of more than $20,000.00 net to Seller's interest, or a cumulative total of $75,000 net to Seller's interest. Seller will timely notify Buyer of any and all such expenditures and commitments made which relate to the Interests. (3) Buyer acknowledges that Seller owns an undivided interest in all of the Interests, and Buyer agrees that the acts or (vii) authorized or proposedomissions of the other working interest owners who are not affiliated with Seller shall not constitute a violation of the provisions of this Agreement, or agreed nor shall any action required by a vote of working interest owners constitute such a violation so long as Seller has voted its interest in writing or otherwise to take, a manner that complies with the provisions of this Section. To the extent that Seller is not the operator of any of the actions described Interests, the obligations of Seller in this Section 4.1(d)Agreement shall be construed to require that Seller use reasonable efforts (without being obligated to incur any expense or institute any cause of action) to cause the operator of such Interests to take such actions or render such performance within the constraints of the applicable operating agreements and other applicable agreements.

Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows: (a) Leasing Arrangements. Except as set forth on Exhibit "C", during the -------------------- pendency of this Agreement, Seller has made available will not enter into any lease affecting the Property, or modify or amend in any material respect, or terminate, any of the existing Leases without Purchaser's prior written consent in each instance, which consent shall not be unreasonably withheld, delayed or conditioned and which shall be deemed given unless withheld by written notice to Buyer for examination all Seller given within three (3) Business Days after Purchaser's receipt of Seller's title informationwritten request therefor, production information and other information relating to the Interests, including without limitation, accounting files, production files, land files, lease files, well files, division order files, contract files and marketing files, and, subject to the consent and cooperation each of third parties, will cooperate with Buyer in Buyer's efforts to obtain, at Buyer's expense, such additional information relating to the Interests as Buyer may reasonably desire, to the extent in each case which requests shall be accompanied by a copy of any proposed modification or amendment of an existing Lease or of any new Lease that Seller may do so without violating legal constraints or any confidentiality requirement or other contractual commitment of Seller wishes to a third party. (b) Seller has permitted Buyer's authorized representative , at Buyer's sole risk execute between the Effective Date and expense, to conduct reasonable on-site inspections of the InterestsClosing Date, including, without limitation, environmental assessments. a description of any Tenant Inducement Costs and leasing commissions associated with any proposed renewal or expansion of an existing Lease or with any such new Lease. If Purchaser fails to notify Seller in writing of its approval or disapproval within said three (c3) Business Day period, such failure by Purchaser shall be deemed to be the approval of Purchaser. Except as otherwise consented set forth on Exhibit "C", at Closing, Purchaser shall ---------- reimburse Seller for any Tenant Inducement Costs, leasing commissions or other expenses, including reasonable attorneys' fees actually incurred, by Seller pursuant to in writing by Buyer a renewal or provided in this Agreement, from the Effective Date of this Agreement to the Closing Date, to the extent Seller is the operator expansion of any of the Interests, Seller has continued to operate the Interests in a good and workmanlike manner consistent with past practices. Seller will, in accordance with its normal business practice, pay existing Lease or cause to be paid its proportionate share of all costs and expenses incurred in connection with such operations, and Seller has notified Buyer of ongoing activities and major capital expenditures in excess of $20,000 per activity, if any, conducted on the Interests new Lease approved (dor deemed approved) Subject to Subsection (c) above, Seller has not: (i) abandoned any part of the Interests (except in the ordinary course of business or the abandonment of leases upon the expiration of their respective primary terms or if not capable of production in paying quantities, (ii) approved any operations on the Interests costing Buyer more than $20,000 per activity; (iii) conveyed or disposed of any part of the Interests (other than replacement of equipment or sale of hydrocarbons produced from the Interests in the regular course of business); (iv) entered into any "farm-out," "farm-in" or other similar contract affecting the Interests; (v) let lapse any insurance now in force with respect to the Interests; (vi) materially modified or terminated any contract material to the operation of the Interests, or (vii) authorized or proposed, or agreed in writing or otherwise to take, any of the actions described in this Section 4.1(d)by Purchaser hereunder.

Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows: (a) Seller has made has, and until Closing will make available to Buyer for examination at a location designated by Seller all of Seller's title information, production information and other information relating to the Interests, including without limitation, accounting files, production files, land files, lease files, well files, division order files, contract files and marketing files, Records and, subject to the consent and cooperation of operators and other third parties, will cooperate with Buyer in Buyer's efforts to obtain, at Buyer's expense, such additional information relating to the Interests as Buyer may reasonably desirerequest, to the extent in each case that Seller may do so without violating legal constraints or any confidentiality requirement obligation of confidence or other contractual commitment of Seller to a third partyparty or without subjecting any legal privilege or the attorney work/product doctrine to reasonable attack as having been waived. (b) Seller has permitted shall permit, or in the case of third-party operated Interests, Seller shall use commercially reasonable efforts to cause the operator thereof to permit, Buyer's authorized representative to conduct, at reasonable times and at Buyer's sole risk risk, cost and expenseexpense (to be evidenced by an indemnification agreement acceptable to Seller), to conduct reasonable on-site inspections of the Interests, including, without limitation, environmental assessmentssubject to reasonable requirements of Seller. (c) Except as otherwise consented to in writing by Buyer or provided in this Agreement, During the period from the Effective Date Time of this Agreement to the Closing Date, Seller agrees, unless specifically waived by Buyer in writing, to: (1) maintain and operate the Interests, to the extent Seller is the operator of any of the Intereststhereof, Seller has continued or to operate use commercially reasonable efforts to cause the Interests to be maintained and operated, in a good and workmanlike manner consistent and in substantially the same manner as heretofore operated; and maintain books of account and records with past practices. Seller will, regard to the Interests in accordance with Seller's past practices; (2) pay timely its normal business practice, pay or cause to be paid its proportionate share of all costs and expenses incurred in connection with such operations, and Seller has notified Buyer of ongoing activities and major capital expenditures in excess of $20,000 per activity, if any, conducted on attributable to the Interests; (3) not enter into any material agreements, including, without limitation, any agreement affecting production from the Interests, not terminable without penalty or other liability upon 30 days' notice or less (other than presently existing oil marketing contracts that are automatically renewed monthly under existing terms), or amend or terminate any material existing agreements relating to the Interests; (4) except as set forth in Section 4.1(c)(3), not encumber, sell, or otherwise dispose of any of the Interests except with prior notice to Buyer and provided that any such encumbrance will be released at Closing; (5) not participate in the drilling of any new well on or relating to the Interests or fail to participate in operations on or relating to the Interests proposed by other parties, without the advance written consent of Buyer, which consent or non-consent must be given by Buyer within three business days (unless earlier response is required by applicable contract) of the receipt of written notice from Seller; (6) not take any action or fail to take any action which is reasonably expected to result in any termination of the Leases forming a part of the Interests; (7) not enter into or assume any commitment which involves payments, receipts or potential liabilities with respect to the Interests of more than $25,000.00, excluding emergency expenditures; (8) not cancel or waive any debt, claim or right of value relating to the Interests; and (9) if any approval or consent by a federal, state or local government authority is required to vest "Defensible Title", as hereinafter defined, to any of the Interests in Buyer at Closing, exercise its best efforts, as reasonably requested by Buyer and at Buyer's expense, to obtain all such required approvals or consents. (d) Subject to Subsection (c) aboveSeller shall promptly notify Buyer, if, between the date hereof and the Closing Date, Seller has not: receives notice of any claim, suit, action or other proceeding of the type referred to in Section 3.1(e) or 3.1(j) but not listed on SCHEDULE 3.1 and any change in the status of claims referred to in SCHEDULE 3.1. (e) Seller shall use commercially reasonable efforts to obtain third-party consents burdening the Interests. (f) From and after Closing and subject to the terms and conditions of the applicable seismic license agreements, (i) abandoned any part of Seller shall permit Buyer, its successors and assigns, to have access to review, at Seller's office and during Seller's normal business hours, all seismic data now owned or licensed to Seller relating to the subsurface directly below the lands covered by the Leasehold Interests (except in the ordinary course of business or the abandonment of leases upon the expiration of their respective primary terms or if that Seller is not capable of production in paying quantities, prohibited by contract from disclosing to Buyer and (ii) approved any operations on the Interests costing Buyer more than $20,000 per activity; (iii) conveyed shall permit Seller, its successors and assigns, to have access to review, at Buyer's office and during Buyer's normal business hours, all seismic data now owned or disposed of any part of the Interests (other than replacement of equipment or sale of hydrocarbons produced from the Interests in the regular course of business); (iv) entered into any "farm-out," "farm-in" or other similar contract affecting the Interests; (v) let lapse any insurance now in force with respect licensed to Buyer relating to the Interests; (vi) materially modified or terminated any subsurface directly below the lands covered by the Leasehold Interests that Buyer is not prohibited by contract material from disclosing to the operation of the Interests, or (vii) authorized or proposed, or agreed in writing or otherwise to take, any of the actions described in this Section 4.1(d)Seller.