Common use of Covenants of Seller Pending Closing Clause in Contracts

Covenants of Seller Pending Closing. (a) From and after the date of execution of this Agreement and until the Closing, and subject to Section 11.2 and the constraints of applicable operating and other agreements, Seller shall operate, manage, and administer the Assets in a good and workmanlike manner consistent with its past practices, including maintenance of insurance on all Assets, and shall carry on its business with respect to the Assets in substantially the same manner as before execution of this Agreement. Seller shall use all best efforts to preserve in full force and effect all Leases, operating agreements, easements, rights-of-way, permits, licenses, and agreements which relate to the Assets in which Seller owns an interest, and shall perform all obligations of Seller in or under all such agreements relating to the Assets; provided, however, Buyer's remedy for Seller's breach of its obligations under this Section 11.1(a) shall be limited to the amount of that portion of the Purchase Price allocated in Exhibit B to that portion of the Assets affected by such breach. Seller shall, except for emergency action taken in the face of serious risk to life, property, or the environment (1) submit to Buyer, for prior written approval, all requests for operating or capital expenditures and all proposed contracts and agreements relating to the Assets which involve individual commitments of more than $50,000.00; (2) consult with, inform, and advise Buyer regarding all material matters concerning the operation, management, and administration of the Assets; (3) obtain Buyer's written approval prior to voting under any operating, unit, joint venture, partnership or similar agreement; and (4) not approve or elect to go nonconsent as to any proposed well or plug and abandon or agree to plug and abandon any well without Buyer's prior written approval. On any matter requiring Buyer's approval under this Section 11.1(a), Buyer shall respond within five (5) days to Seller's written request for approval and failure of Buyer to respond to Seller's request for approval within such time shall release Seller from the obligation to obtain Buyer's approval before proceeding on such particular matter only.

Covenants of Seller Pending Closing. (a) From and after the date of execution of this Agreement and until the Closing, and subject to Section 11.2 and the constraints of applicable operating and other agreements, Seller shall operate, manage, and administer the Assets as a reasonable and prudent operator and in a good and workmanlike manner consistent with its past practices, including maintenance of insurance on all Assets, and shall carry on its business with respect to the Assets in substantially the same manner as before execution of this Agreement. Prior to Closing, Seller shall use all best reasonable efforts to preserve in full force and effect all Leases, operating agreements, easements, rights-of-way, permits, licenses, and agreements which relate to the Assets in which Seller owns an interest, and shall perform all obligations of Seller in or under all such agreements relating to the Assets; provided, however, Buyer's sole remedy for Seller's breach of its obligations under this Section 11.1(a) shall be limited to the amount of that portion of the Purchase Price allocated in Exhibit B “B” to that portion of the Assets affected by such breach. Seller shall, except for emergency action taken in the face of serious risk to life, property, or the environment (1) submit to Buyer, for prior written approval, all requests for operating or capital expenditures and all proposed contracts and agreements relating to the Assets which involve individual commitments of more than twenty five thousand dollars ($50,000.0025,000.00); (2) consult with, inform, and advise Buyer regarding all material matters concerning the operation, management, and administration of the Assets; (3) obtain Buyer's written approval prior to voting under any operating, unit, joint venture, partnership or similar agreement; and (4) not approve or elect to go nonconsent as to any proposed well or plug and abandon or agree to plug and abandon any well without Buyer's prior written approval. On any matter requiring Buyer's approval under this Section 11.1(a), Buyer shall respond within five (5) days to Seller's written request for approval and failure of Buyer to respond to Seller's request for approval within such time shall release Seller from the obligation to obtain Buyer's approval before proceeding on such particular matter onlymatter. With respect to emergency actions taken by Seller in the face of serious risk to life, property, or the environment, without prior approval of Buyer pursuant to the provisions above, Seller will advise Buyer of its actions as promptly as reasonably possible and consult with Buyer as to any further related actions.

Covenants of Seller Pending Closing. (a) From and after the date of execution of this Agreement and until the Closing, and subject to Section 11.2 and the constraints of applicable operating and other agreements, Seller shall operate, manage, and administer the Assets in a good and workmanlike manner consistent with its past practices, including maintenance of insurance on all Assets, and shall carry on its business with respect to the Assets in substantially the same manner as before execution of this Agreement. Seller shall use all best reasonable efforts to preserve in full force and effect all Leases, operating agreements, easements, rights-of-way, permits, licenses, and agreements which relate to the Assets in which Seller owns an interest, and shall perform all obligations of Seller in or under all such agreements relating to the Assets; provided, however, Buyer's sole remedy for Seller's breach of its obligations under this Section 11.1(a) shall be limited to the amount of that portion of the Purchase Price allocated in Exhibit B to that portion of the Assets affected by such breach. Seller shall, except for emergency action taken in the face of serious risk to life, property, or the environment (1) submit to Buyer, for prior written approval, all requests for operating or capital expenditures and all proposed contracts and agreements relating to the Assets which involve individual commitments of more than $50,000.0025,000; (2) consult with, inform, and advise Buyer regarding all material matters concerning the operation, management, and administration of the Assets; (3) obtain Buyer's written approval prior to voting under any operating, unit, joint venture, partnership or similar agreement; and (4) not approve or elect to go nonconsent as to any proposed well or plug and abandon or agree to plug and abandon any well without Buyer's prior written approval. On any matter requiring Buyer's approval under this Section 11.1(a), Buyer shall respond within five (5) days to Seller's written request for approval and failure of Buyer to respond to Seller's request for approval within such time shall release Seller from the obligation to obtain Buyer's approval before proceeding on such particular matter onlymatter.

Covenants of Seller Pending Closing. (a) From and after the date of execution of this Agreement and until the Closing, and subject to Section 11.2 and the constraints of applicable operating and other agreements, Seller shall operate, manage, and administer the Assets as a reasonable and prudent operator and in a good and workmanlike manner consistent with its past practices, including maintenance of insurance on all Assets, and shall carry on its business with respect to the Assets in substantially the same manner as before execution of this Agreement. Prior to Closing, Seller shall use all best reasonable efforts to preserve in full force and effect all Leases, operating agreements, easements, rights-of-way, surface leases, permits, licenses, and agreements which relate to the Assets in which Seller owns an interestAssets, and shall perform all obligations of Seller in or under all such agreements relating to the Assets; provided, however, Buyer's remedy for Seller's breach of its obligations under this Section 11.1(a) shall be limited to the amount of that portion of the Purchase Price allocated in Exhibit B to that portion of the Assets affected by such breach. Seller shall, except for emergency action taken in the face of serious risk to life, property, or the environment (1) submit to Buyer, for prior written approval, all requests for operating or capital expenditures and all proposed contracts and agreements relating to the Assets which involve individual commitments of more than fifty thousand dollars ($50,000.00) to the 8/8ths interest; (2) consult with, inform, and advise Buyer regarding all material matters concerning the operation, management, and administration of the Assets; (3) obtain Buyer's written approval prior to voting under any operating, unit, joint venture, partnership or similar agreementagreement relating to the Assets; and (4) not approve or elect to go nonconsent as to any proposed well located on the Assets or plug and abandon or agree to plug and abandon any well Well without Buyer's prior written approval. On any matter requiring Buyer's approval under this Section 11.1(a), Buyer shall respond within five ten (510) days Business Days to Seller's written request for approval (unless Seller notifies Buyer that a shorter time to respond is required in which case the Buyer shall respond in the required time), and failure of Buyer to respond to Seller's request for approval within such time shall release Seller from the obligation to obtain Buyer's approval before proceeding on such particular matter onlymatter. With respect to emergency actions taken by Seller in the face of serious risk to life, property, or the environment, without prior approval of Buyer pursuant to the provisions above, Seller will advise Buyer of its actions as promptly as reasonably possible and consult with Buyer as to any further related actions.

Covenants of Seller Pending Closing. (a) From Seller covenants and agrees ----------------------------------- with Buyer that from and after the date hereof and until the earlier of execution the Closing Date or the termination of this Agreement and until the Closing, and subject pursuant to Section 11.2 and the constraints of applicable operating and other agreementsArticle IV hereof, Seller (i) shall operateuse commercially reasonable efforts to fulfill or satisfy, manageor cause to be fulfilled or satisfied, all of the conditions precedent to Seller's obligations to consummate and administer complete the Assets sale provided herein and to take all other steps and do all other things reasonably required to consummate this Agreement in a good and workmanlike manner consistent accordance with its past practicesterms, including maintenance of insurance on all Assets, and (ii) shall carry on its business not interfere with respect to the Assets in substantially the same manner as before execution of this Agreement. Seller shall use all best efforts to preserve in full force and effect all Leases, operating agreements, easements, rights-of-way, permits, licenses, and agreements which relate to the Assets in which Seller owns an interest, and shall perform all obligations of Seller in or under all such agreements relating to the Assets; provided, however, Buyer's remedy for Seller's breach performance by Buyer of its obligations under this Section 11.1(aAgreement, (iii) shall be limited not fail to the amount of that portion of the Purchase Price allocated in Exhibit B to that portion of the Assets affected by such breach. Seller shall, except for emergency action taken in the face of serious risk to life, property, or the environment (1) submit to Buyer, for prior written approval, all requests for operating or capital expenditures and all proposed contracts and agreements relating to the Assets which involve individual commitments of more than $50,000.00; (2) consult with, inform, and advise Buyer regarding all material matters concerning the operation, management, and administration of the Assets; (3) obtain Buyer's written approval pay prior to voting under delinquency any operatingtaxes, unitassessments, joint venturegovernmental charges or levies imposed upon it or its income, partnership profits or similar agreement; and assets or otherwise required to be paid by it, (4iv) shall not approve make or elect to go nonconsent as to authorize the making of any proposed well or plug and abandon or agree to plug and abandon any well capital expenditure in excess of $250 without Buyer's prior written approval. On consent except for the performance of obligations previously incurred, or for the replacement of equipment or tangible property necessary to the operations of the business of Seller, (v) shall promptly notify Buyer of any matter requiring Buyer's approval under notice from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Section 11.1(a)Agreement, Buyer or any fact or circumstance of which Seller has knowledge which would make any representation or warranty set forth herein materially untrue or inaccurate as of the Closing Date or as of the date of this Agreement, or any planned or threatened labor dispute, organization efforts, strike or collective work stoppage affecting the employees of Seller and (vi) shall respond within five (5) days to Seller's written request for approval and failure not take any action outside the ordinary course of business that would cause Buyer to be unable to obtain good and marketable title to the Purchased Assets to be transferred to Buyer at the Closing. Until the earlier of the Closing or termination of this Agreement, Seller will not directly or indirectly solicit, respond to Seller's request for approval within such time shall or negotiate with or release Seller from any information relative to the obligation School to obtain any potential buyer other than Buyer's approval before proceeding on such particular matter only.

Covenants of Seller Pending Closing. (a) From and after the date of execution of this Agreement and until the Closing, and subject to Section 11.2 and the constraints of applicable operating and other agreements, Seller shall operate, manage, and administer the Assets in a good and workmanlike manner consistent with its past practices, including maintenance of insurance on all Assets, and shall carry on its business with respect to the Assets in substantially the same manner as before execution of this Agreement. Seller shall use all best efforts to preserve in full force and effect all Leases, operating agreements, easements, rights-of-way, permits, licenses, and agreements which relate to the Assets in which Seller owns an interest, and shall perform all obligations of Seller in or under all such agreements relating to the Assets; provided, however, Buyer's remedy for Seller's breach of its obligations under this Section 11.1(a) shall be limited to the amount of that portion of the Purchase Price allocated in Exhibit B to that portion of the Assets affected by such breach. Seller shall, except for emergency action taken in the face of serious risk to life, property, or the environment (1) submit to Buyer, for prior written approval, all requests for operating or capital expenditures and all proposed contracts and agreements relating to the Assets which involve individual commitments of more than $50,000.00; (2) consult with, inform, and advise Buyer regarding all material matters concerning the operation, management, and administration of the Assets; (3) obtain Buyer's written approval prior to voting under any operating, unit, joint venture, partnership or similar agreement; and (4) not approve or elect to go nonconsent as to any proposed well or plug and abandon or agree to plug and abandon any well without Buyer's prior written approval. On any matter requiring BuyerXxxxx's approval under this Section 11.1(a), Buyer shall respond within five (5) days to Seller's written request for approval and failure of Buyer to respond to Seller's request for approval within such time shall release Seller from the obligation to obtain Buyer's approval before proceeding on such particular matter only.

Covenants of Seller Pending Closing. (a) From and after the date of execution of this Agreement and until the Closing, Closing and subject to Section 11.2 Article 11.3 and the constraints of applicable leases, operating agreements and other agreements, Seller shall operate, manage, and administer the Assets Properties in a good and workmanlike manner (subject to normal wear and tear in the ordinary course of business) consistent with its past practices, including maintenance of insurance on all Assets, practices and shall carry on its business with respect to the Assets Properties in substantially the same manner as before execution of this Agreement. Buyer acknowledges and agrees that Seller may perform its aforementioned obligations to operate, manage and administer the Properties prior to the Closing pursuant to Seller’s reasonable discretion in the ordinary course of Seller’s business. Seller shall have no responsibility for and shall incur no liability for any Losses of any nature suffered or incurred by Buyer arising out of or in connection with the rendering of such unless such Losses result from the gross negligence or willful misconduct of the Seller. Seller may charge Buyer an overhead fee of $100,000 per month prorated from the Effective Time until Closing as discussed herein. Seller shall also retain any third party administrative or operating overhead charges paid with respect to the Properties during such period. Seller shall use all best commercially reasonable efforts to preserve in full force and effect all Leases, Contracts, operating agreements, easements, rights-of-way, permits, licenses, and agreements which relate to the Assets Properties in which Seller owns an interest, and shall perform all material obligations of Seller in or under all such agreements relating to the AssetsProperties; provided, however, Buyer's remedy that in no event shall Seller incur any liability for Seller's the breach of its obligations under this Section 11.1(aArticle 11.2(a) shall be limited to the amount of that portion in excess of the Purchase Price allocated in Exhibit B to that portion Allocated Value of the Assets Property or Properties subject to or affected by such breach. Seller shallshall also, except for emergency action (including emergency repairs) taken in the face of serious risk to of life, property, or the environment (1i) submit to Buyer, for prior written approval, all requests for operating or capital expenditures and all proposed contracts and agreements (or groups of related agreements) relating to the Assets Properties which involve individual commitments of more than Fifty Thousand Dollars ($50,000.00); (2ii) consult with, inform, and advise Buyer regarding all material matters concerning that may materially affect the operation, management, and or administration of the AssetsProperties; (3iii) obtain Buyer's ’s written approval prior to voting under any operating, unit, joint venture, partnership or similar agreementagreement (other any such vote to effectuate any of the transactions contemplated by this Agreement); and (4iv) not approve or elect to go nonconsent non-consent as to any proposed well well, or plug and abandon or agree to plug and abandon any well well, without Buyer's ’s prior written approval; (v) not transfer, sell, hypothecate, encumber, or otherwise dispose of any of the Properties, other than the sale of production in the ordinary course of business or as required in connection with the exercise by third parties of preferential rights to purchase any of the Properties; (vi) not abandon any xxxxx or surrender any Leases (other than as required by law or governmental order or regulation or in connection with an emergency); and (vii) not enter into any production sale, processing, or treating agreements affecting the Properties unless it is terminable on no more than thirty (30) days notice. On any matter requiring Buyer's ’s approval under this Section 11.1(aArticle 11.2(a), Buyer shall respond within five three (53) days to Seller's ’s written request for approval and failure of Buyer to respond to Seller's ’s request for approval within such time shall release Seller from the obligation to obtain Buyer's ’s approval before proceeding on such particular matter onlymatter.

Covenants of Seller Pending Closing. (a) From and after the date of execution Effective Date of this Agreement and until the Closing, Closing and subject to Section 11.2 Article 11.3 and the constraints of applicable operating and other agreements, Seller shall operate, manage, and administer the Assets Properties in a good and workmanlike manner consistent with its past practices, including maintenance of insurance on all Assets, practices and shall carry on its business with respect to the Assets Properties in substantially the same manner as before execution of this Agreement, including but not limited to, the maintenance of industry standard insurance coverage. Seller shall have no responsibility for and shall incur no liability for any Losses of any nature suffered or incurred by Buyer arising out of or in connection with the rendering of such unless such Losses result from the gross negligence or willful misconduct of the Seller. On Seller operated Properties, Seller shall charge Buyer, from and after the Effective Date of this Agreement, such charges as are reasonable and customary in the industry where such Properties are located. Seller shall also retain any third-party administrative and/or operating overhead charges paid with respect to the Properties during such period. Seller shall use all best reasonable efforts to preserve in full force and effect all Leases, operating agreements, easements, rights-of-way, permits, licenses, and agreements which relate to the Assets Properties in which Seller owns an interest, and shall perform all obligations of Seller in or under all such agreements relating to the AssetsProperties; provided, however, Buyer's remedy that in no event shall Seller incur any liability for Seller's the breach of its obligations under this Section 11.1(aArticle 11.2.(a) shall be limited to the amount of that portion in excess of the Purchase Price allocated in Exhibit B to that portion Allocated Value of the Assets Property or Properties subject to or affected by such breach. Seller shall, except for emergency action taken in the face of serious risk to of life, property, or the environment (1i) submit to Buyer, for prior written approval, all requests for operating or capital expenditures and all proposed contracts and agreements relating to the Assets Properties which involve individual commitments of more than Fifty Thousand Dollars ($50,000.00); (2ii) consult with, inform, and advise Buyer regarding all material matters concerning the operation, management, and administration of the AssetsProperties; (3iii) obtain Buyer's written approval prior to voting under any operating, unit, joint venture, partnership or similar agreement; and (4iv) not approve or elect to go nonconsent non-consent as to any proposed well or plug and abandon or agree to plug and abandon any well without Buyer's prior written approval; (v) shall not transfer, sell, hypothecate, encumber, or otherwise dispose of any of the Properties, other than the sale of production in the ordinary course of business or as required in connection with the exercise by third parties of preferential rights to purchase any of the Properties; (vi) shall not abandon any wxxxx or surrender any Leases (other than as required by law or governmental order or regulation or in connection with an emergency); (vii) shall not enter into any production sale, processing, or treating agreements affecting the Properties unless it is terminable on no more than thirty (30) days notice. On any matter requiring Buyer's approval under this Section 11.1(aArticle 11.2.(a), Buyer shall respond within five fifteen (515) days to Seller's written request for approval and failure of Buyer to respond to Seller's request for approval within such time shall release Seller from the obligation to obtain Buyer's approval before proceeding on such particular matter onlymatter.

Covenants of Seller Pending Closing. (a) From and after the date of execution of this Agreement and until the Closing, and subject to Section 11.2 and the constraints of applicable operating and other agreements, Seller shall operate, manage, and administer the Assets in a good and workmanlike manner consistent with its past practices, including maintenance of insurance on all Assets, and shall carry on its business with respect to the Assets in substantially the same manner as before execution of this Agreement. Seller shall use all best reasonable efforts to preserve in full force and effect all Leases, operating agreements, easements, rights-of-way, permits, licenses, and agreements which relate to the Assets in which Seller owns an interest, and shall perform all obligations of Seller in or under all such agreements relating to the Assets; provided, however, Buyer's sole remedy for Seller's breach of its obligations under this Section 11.1(a10.1(a) shall be limited to the amount of that portion of the Purchase Price allocated in Exhibit B to that portion of the Assets affected by such breach. Seller shall, except for emergency action taken in the face of serious risk to life, property, or the environment (1) submit to Buyer, for prior written approval, all requests for operating or capital expenditures and all proposed contracts and agreements relating to the Assets which involve individual commitments of more than $50,000.0025,000; (2) consult with, inform, and advise Buyer regarding all material matters concerning the operation, management, and administration of the Assets; (3) obtain Buyer's written approval prior to voting under any operating, unit, joint venture, partnership or similar agreement; and (4) not approve or elect to go nonconsent as to any proposed well or plug and abandon or agree to plug and abandon any well without Buyer's prior written approval. On any matter requiring Buyer's approval under this Section 11.1(a10.1(a), Buyer shall respond within five (5) days to Seller's written request for approval and failure of Buyer to respond to Seller's request for approval within such time shall release Seller from the obligation to obtain Buyer's approval before proceeding on such particular matter onlymatter.

Covenants of Seller Pending Closing. (a) From and after the date of execution of this Agreement and until the Closing, and subject to Section 11.2 and the constraints of applicable operating and other agreements, Seller shall operate, manage, manage and administer the Assets as a reasonable and prudent operator and in a good and workmanlike manner consistent with its past practices, including maintenance of insurance on all Assets, industry standard practices and shall carry on its business with respect to the Assets in substantially the same manner as before execution of this Agreement. Prior to Closing, Seller shall use all best commercially reasonable efforts to preserve in full force and effect all Leases, operating agreements, easements, rights-of-way, surface leases, permits, licenses, licenses and agreements which relate to the Assets in which Seller owns an interest, and shall perform all obligations of Seller in or under all such agreements relating to the Assets; provided, however, Buyer's ’s sole remedy for Seller's ’s breach of its obligations under this Section 11.1(a) shall be limited to the amount of that portion of the Purchase Price allocated in Exhibit B “F” to that portion of the Assets affected by such breach. Seller shall, except for emergency action taken in the face of serious risk to life, property, property or the environment environment, (1) submit in writing to Buyer, for prior written approval, all requests for operating or capital expenditures and all proposed contracts and agreements relating to the Assets which involve individual commitments of more than Thirty Thousand and No/100 Dollars ($50,000.0030,000.00) net to Seller’s interest; (2) consult with, inform, inform and advise Buyer regarding all material matters concerning the operation, management, management and administration of the Assets; (3) obtain Buyer's ’s written approval prior to voting under any operating, unit, joint venture, partnership or similar agreementagreement relating to the Assets; and (4) not approve obtain Buyer’s written approval prior to approving or elect electing to go nonconsent proceed as to any proposed well located on the Assets or plug and abandon or agree to plug and abandon any well without Buyer's prior written approvalWell. On any matter requiring Buyer's ’s written approval under this Section 11.1(a), Buyer shall respond within five two (52) days Business Days to Seller's ’s written request for approval (unless Seller notifies Buyer in writing that a shorter time to respond is required in which case Buyer shall respond in the required time), and failure of Buyer to respond to Seller's ’s request for approval within such time shall release Seller from the obligation to obtain Buyer's ’s approval before proceeding on such particular matter onlymatter. With respect to emergency actions taken by Seller in the face of serious risk to life, property or the environment, without prior - 29 - approval of Buyer pursuant to the provisions above, Seller will advise Buyer of its actions as promptly as reasonably possible and consult with Buyer as to any further related actions.

Covenants of Seller Pending Closing. (a) From and after the date of execution of this Agreement and until the Closing, and subject to Section 11.2 10.2 and the constraints of applicable operating and other agreements, Seller shall operate, manage, and administer the Assets in a good and workmanlike manner consistent with its past practices, including maintenance of insurance on all Assets, and shall carry on its business with respect to the Assets in substantially the same manner as before execution of this Agreement. Seller shall use all best reasonable efforts to preserve in full force and effect all Leasesoil and gas leases, operating agreements, easements, rights-of-way, permits, licenses, and agreements which relate to the Assets in which Seller owns an interest, and shall perform all obligations of Seller in or under all such agreements relating to the Assets; provided, however, Buyer's sole remedy for Seller's breach of its obligations under this Section 11.1(a10.1(a) shall be limited to the amount of that portion of the Purchase Price allocated in Exhibit B to that portion of the Assets affected by such breach. Seller shall, except for emergency action taken in the face of serious risk to life, property, the Assets or the environment (1i) submit to Buyer, for prior written approval, all requests for operating or capital expenditures and all proposed contracts and agreements relating to the Assets which involve individual commitments of more than Twenty-Five Thousand Dollars ($50,000.0025,000.00); (2ii) consult with, inform, and advise Buyer regarding all material matters concerning the operation, management, and administration of the Assets; (3iii) obtain Buyer's written approval prior to voting under any operating, unit, joint venture, partnership or similar agreement; and (4) not approve or elect to go nonconsent as to any proposed well or plug and abandon or agree to plug and abandon any well without Buyer's prior written approval. On any matter requiring Buyer's approval under this Section 11.1(a), 10. 1 (a) Buyer shall respond within five (5) days to Seller's written request for approval and failure of Buyer to respond to Seller's Sellers request for approval within such time shall release Seller from the obligation to obtain Buyer's approval before proceeding on such particular matter onlymatter. However, should there be an emergency on or involving any of the Assets, the time frame for response from Buyer shall be twenty-four (24) hours.

Covenants of Seller Pending Closing. (a) From and after the date of execution of this Agreement and until the Closing, and subject to Section 11.2 and the constraints of applicable operating and other agreements, Seller shall operate, manage, and administer the Assets as a reasonable and prudent operator and in a good and workmanlike manner consistent with its past practices, including maintenance of insurance on all Assets, and shall carry on its business with respect to the Assets in substantially the same manner as before execution of this Agreement. Prior to Closing, Seller shall use all best reasonable efforts to preserve in full force and effect all Leases, operating agreements, easements, rights-of-way, permits, licenses, and agreements which relate to the Assets in which Seller owns an interest, and shall perform all obligations of Seller in or under all such agreements relating to the Assets; provided, however, Buyer's sole remedy for Seller's breach of its obligations under this Section 11.1(a) shall be limited to the amount of that portion of the Purchase Price allocated in Exhibit B "B" to that portion of the Assets affected by such breach. Seller shall, except for emergency action taken in the face of serious risk to life, property, or the environment (1) submit to Buyer, for prior written approval, all requests for operating or capital expenditures and all proposed contracts and agreements relating to the Assets which involve individual commitments of more than twenty five thousand dollars ($50,000.0025,000.00); (2) consult with, inform, and advise Buyer regarding all material matters concerning the operation, management, and administration of the Assets; (3) obtain Buyer's written approval prior to voting under any operating, unit, joint venture, partnership or similar agreement; and (4) not approve or elect to go nonconsent as to any proposed well or plug and abandon or agree to plug and abandon any well without Buyer's prior written approval. On any matter requiring Buyer's approval under this Section 11.1(a), Buyer shall respond within five (5) days to Seller's written request for approval and failure of Buyer to respond to Seller's request for approval within such time shall release Seller from the obligation to obtain Buyer's approval before proceeding on such particular matter onlymatter. With respect to emergency actions taken by Seller in the face of serious risk to life, property, or the environment, without prior approval of Buyer pursuant to the provisions above, Seller will advise Buyer of its actions as promptly as reasonably possible and consult with Buyer as to any further related actions.

Covenants of Seller Pending Closing. (a) From and after the date of execution of this Agreement and until the Closing, and subject to Section 11.2 SECTION 10.2 and the constraints of applicable operating agreements and other agreementsagreements pertinent thereto, Seller shall operate, manage, manage and administer the Assets in a good and workmanlike manner consistent with its past practices, including maintenance of insurance on all Assets, practices and shall carry on its business with respect to the Assets in substantially the same manner as before execution of this Agreement. Seller shall use all best reasonable efforts to preserve in full force and effect all Leasesoil and gas leases, operating agreements, easements, rights-of-way, permits, licenses, licenses and agreements which relate to the Assets in which Seller owns an interest, and shall perform all obligations of Seller in or under all such agreements relating to the Assets; provided, however, Buyer's remedy for Seller's breach of its obligations under this Section 11.1(a) shall be limited to the amount of that portion of the Purchase Price allocated in Exhibit B to that portion of the Assets affected by such breach. Seller shall, except for emergency action taken in the face of serious risk to life, property, property or the environment (1) or expenditures incurred or committed prior to the execution of this Agreement, submit to Buyer, Buyer for prior written approval, approval all requests for operating or capital expenditures and all proposed contracts and agreements relating to the Assets which involve individual commitments attributable to the Assets of more than Fifty Thousand Dollars ($50,000.00; (2) consult with, inform, and advise Buyer regarding all material matters concerning the operation, management, and administration of the Assets; (3) obtain Buyer's written approval prior to voting under any operating, unit, joint venture, partnership or similar agreement; and (4) not approve or elect to go nonconsent as to any proposed well or plug and abandon or agree to plug and abandon any well without Buyer's prior written approval50,000). On any matter requiring Buyer's approval under this Section 11.1(aSECTION 10.1(a), Buyer shall respond within five (5) business days to Seller's written request for approval and failure of Buyer to respond to Seller's request for approval within such time shall release Seller from the obligation to obtain Buyer's approval before proceeding on such particular matter onlymatter; PROVIDED, however, if a rig is on location, Buyer's response shall be required within the time required under any applicable agreement, but in any case not less than 24 hours after notice from Seller to Buyer.

Covenants of Seller Pending Closing. (a) From and after the date of execution Effective Date of this Agreement and until the Closing, Closing and subject to Section 11.2 Article 11.3 and the constraints of applicable operating and other agreements, Seller shall operate, manage, and administer the Assets Properties in a good and workmanlike manner consistent with its past practices, including maintenance of insurance on all Assets, practices and shall carry on its business with respect to the Assets Properties in substantially the same manner as before execution of this Agreement, including but not limited to, the maintenance of industry standard insurance coverage. Seller shall have no responsibility for and shall incur no liability for any Losses of any nature suffered or incurred by Buyer arising out of or in connection with the rendering of such unless such Losses result from the gross negligence or willful misconduct of the Seller. On Seller operated Properties, Seller shall charge Buyer, from and after the Effective Date of this Agreement, such charges as are reasonable and customary in the industry where such Properties are located. Seller shall also retain any third-party administrative and/or operating overhead charges paid with respect to the Properties during such period. Seller shall use all best reasonable efforts to preserve in full force and effect all Leases, operating agreements, easements, rights-of-way, permits, licenses, and agreements which relate to the Assets Properties in which Seller owns an interest, and shall perform all obligations of Seller in or under all such agreements relating to the AssetsProperties; provided, however, Buyer's remedy that in no event shall Seller incur any liability for Seller's the breach of its obligations under this Section 11.1(aArticle 11.2.(a) shall be limited to the amount of that portion in excess of the Purchase Price allocated in Exhibit B to that portion Allocated Value of the Assets Property or Properties subject to or affected by such breach. Seller shall, except for emergency action taken in the face of serious risk to of life, property, or the environment (1i) submit to Buyer, for prior written approval, all requests for operating or capital expenditures and all proposed contracts and agreements relating to the Assets Properties which involve individual commitments of more than Fifty Thousand Dollars ($50,000.00); (2ii) consult with, inform, and advise Buyer regarding all material matters concerning the operation, management, and administration of the AssetsProperties; (3iii) obtain Buyer's written approval prior to voting under any operating, unit, joint venture, partnership or similar agreement; and (4iv) not approve or elect to go nonconsent non-consent as to any proposed well or plug and abandon or agree to plug and abandon any well without Buyer's prior written approval; (v) shall not transfer, sell, hypothecate, encumber, or otherwise dispose of any of the Properties, other than the sale of production in the ordinary course of business or as required in connection with the exercise by third parties of preferential rights to purchase any of the Properties; (vi) shall not abandon any xxxxx or surrender any Leases (other than as required by law or governmental order or regulation or in connection with an emergency); (vii) shall not enter into any production sale, processing, or treating agreements affecting the Properties unless it is terminable on no more than thirty (30) days notice. On any matter requiring Buyer's approval under this Section 11.1(aArticle 11.2.(a), Buyer shall respond within five fifteen (515) days to Seller's written request for approval and failure of Buyer to respond to Seller's request for approval within such time shall release Seller from the obligation to obtain Buyer's approval before proceeding on such particular matter onlymatter.

Covenants of Seller Pending Closing. (a) From and after the date of execution of this Agreement and until the Closing, and subject to Section 11.2 and the constraints of applicable operating and other agreements, Seller shall operate, manage, and administer the Assets as a reasonable and prudent operator and in a good and workmanlike manner consistent with its past practices, including maintenance of insurance on all Assets, and shall carry on its business with respect to the Assets in substantially the same manner as before execution of this Agreement. Prior to Closing, Seller shall use all best reasonable efforts to preserve in full force and effect all Leases, operating agreements, easements, rights-of-way, surface leases, permits, licenses, and agreements which relate to the Assets in which Seller owns an interestAssets, and shall perform all obligations of Seller in or under all such agreements relating to the Assets; provided, however, Buyer's remedy for Seller's breach of its obligations under this Section 11.1(a) shall be limited to the amount of that portion of the Purchase Price allocated in Exhibit B to that portion of the Assets affected by such breach. Seller shall, except for emergency action taken in the face of serious risk to life, property, or the environment (1) submit to Buyer, for prior written approval, all requests for operating or capital expenditures and all proposed contracts and agreements relating to the Assets which involve individual commitments of more than twenty thousand dollars ($50,000.0020,000.00) to the 8/8ths interest; (2) consult with, inform, and advise Buyer regarding all material matters concerning the operation, management, and administration of the Assets; (3) obtain Buyer's written approval prior to voting under any operating, unit, joint venture, partnership or similar agreementagreement relating to the Assets; and (4) not approve or elect to go nonconsent as to any proposed well located on the Assets or plug and abandon or agree to plug and abandon any well Well without Buyer's prior written approval. On any matter requiring Buyer's approval under this Section 11.1(a), Buyer shall respond within five ten (510) days Business Days to Seller's written request for approval (unless Seller notifies Buyer that a shorter time to respond is required in which case the Buyer shall respond in the required time), and failure of Buyer to respond to Seller's request for approval within such time shall release Seller from the obligation to obtain Buyer's approval before proceeding on such particular matter only.matter. With respect to emergency actions taken by Seller in the face of serious risk to life, property, or the environment, without prior approval of Buyer pursuant to the provisions above, Seller will advise Buyer of its actions as promptly as reasonably possible and consult with Buyer as to any further related actions. Purchase and Sale Agreement- Sun River Energy, Inc. and Katy Resources ETX, LLC

Covenants of Seller Pending Closing. (a) From and after the date of execution of this Agreement and until the Closing, and subject to Section 11.2 and the constraints of applicable operating and other agreements, Seller shall operate, manage, and administer the Assets as a reasonable and prudent operator and in a good and workmanlike manner consistent with its past practices, including maintenance of insurance on all Assets, and shall carry on its business with respect to the Assets in substantially the same manner as before execution of this Agreement. Seller shall use all best reasonable efforts to preserve in full force and effect all Leases, operating agreements, easements, rights-of-way, permits, licenses, and agreements which relate to the Assets in which Seller owns an interest, and shall perform all obligations of Seller in or under all such agreements relating to the Assets; provided, however, Buyer's sole remedy for Seller's breach of its obligations under this Section 11.1(a) shall be limited to the amount of that portion of the Purchase Price allocated in Exhibit B to that portion of the Assets affected by such breach. Seller shall, except for emergency action taken in the face of serious risk to life, property, or the environment (1) submit to Buyer, for prior written approval, all requests for operating or capital expenditures and all proposed contracts and agreements relating to the Assets which involve individual commitments of more than $50,000.0050,000; (2) consult with, inform, and advise Buyer regarding all material matters concerning the operation, management, and administration of the Assets, including providing Buyer with weekly reports on production numbers upon request by Buyer; (3) obtain Buyer's written approval prior to voting under any operating, unit, joint venture, partnership or similar agreement; and (4) not approve or elect to go nonconsent as to any proposed well or plug and abandon or agree to plug and abandon any well without Buyer's prior written approval. On any matter requiring Buyer's approval under this Section 11.1(a), Buyer shall respond within five (5) days to Seller's written request for approval and failure of Buyer to respond to Seller's request for approval within such time shall release Seller from the obligation to obtain Buyer's approval before proceeding on such particular matter onlymatter. With respect to emergency actions taken by Seller in the face of serious risk to life, property, or the environment, without prior approval of Buyer pursuant to the provisions above, Seller will advise Buyer of its actions as promptly as reasonably possible and consult with Buyer as to any further related actions.

Covenants of Seller Pending Closing. (a) From and after the date of execution of this Agreement and until the Closing, and subject to Section 11.2 and the constraints of applicable operating and other agreements, Seller shall operate, manage, and administer the Assets in a good and workmanlike manner consistent with its past practices, including maintenance of insurance on all Assets, and shall carry on its business with respect to the Assets in substantially the same manner as before execution of this Agreement. Seller shall use all best reasonable efforts to preserve in full force and effect all Leases, operating agreements, easements, rights-of-way, permits, licenses, and agreements which relate to the Assets in which Seller owns an interest, and shall perform all obligations of Seller in or under all such agreements relating to the Assets; provided, however, Buyer's sole remedy for Seller's breach of its obligations under this Section 11.1(a10.1(a) shall be limited to the amount of that portion of the Purchase Price allocated in Exhibit B to that portion of the Assets affected by such breach. Seller shall, except for emergency action taken in the face of serious risk to life, property, or the environment (1) submit to Buyer, for prior written approval, all requests for operating or capital expenditures and all proposed contracts and agreements relating to the Assets which involve individual commitments of more than $50,000.0025,000.00; (2) consult with, inform, and advise Buyer regarding all material matters concerning the operation, management, and administration of the Assets; (3) obtain Buyer's written approval prior to voting under any operating, unit, joint venture, partnership or similar agreement; and (4) not approve or elect to go nonconsent as to any proposed well or plug and abandon or agree to plug and abandon any well without Buyer's prior written approval. On any matter requiring Buyer's approval under this Section 11.1(a10.1(a), Buyer shall respond within five (5) days to Seller's written request for approval and failure of Buyer to respond to Seller's request for approval within such time shall release Seller from the obligation to obtain Buyer's approval before proceeding on such particular matter onlymatter.

Covenants of Seller Pending Closing. (a) From and after the date of execution of this Agreement and until the Closing, and subject to Section 11.2 and the constraints of applicable operating and other agreements, Seller shall operate, manage, and administer the Assets as a reasonable and prudent operator and in a good and workmanlike manner consistent with its past practices, including maintenance of insurance on all Assets, and shall carry on its business with respect to the Assets in substantially the same manner as before execution of this Agreement. Prior to Closing, Seller shall use all best reasonable efforts to preserve in full force and effect all Leases, operating agreements, easements, rights-of-way, surface leases, permits, licenses, and agreements which relate to the Assets in which Seller owns an interestAssets, and shall perform all obligations of Seller in or under all such agreements relating to the Assets; provided, however, Buyer's ’s sole remedy for Seller's ’s breach of its obligations under this Section 11.1(a) shall be limited to the amount of that portion of the Purchase Price allocated in Exhibit B “F” to that portion of the Assets affected by such breach. Seller shall, except for emergency action taken in the face of serious risk to life, property, or the environment (1) submit to Buyer, for prior written approval, all requests for operating or capital expenditures and all proposed contracts and agreements relating to the Assets which involve individual commitments of more than one hundred fifty thousand dollars ($50,000.00150,000.00) to the 8/8ths interest; (2) consult with, inform, and advise Buyer regarding all material matters concerning the operation, management, and administration of the Assets; (3) obtain Buyer's ’s written approval prior to voting under any operating, unit, joint venture, partnership or similar agreementagreement relating to the Assets; and (4) not approve or elect to go nonconsent as to any proposed well located on the Assets or plug and abandon or agree to plug and abandon any well Well without Buyer's ’s prior written approval. On any matter requiring Buyer's ’s approval under this Section 11.1(a), Buyer shall respond within five (5) days Business Days to Seller's written ’s request for approval (unless Seller notifies Buyer that a shorter time to respond is required in which case the Buyer shall respond in the required time), and failure of Buyer to respond to Seller's ’s request for approval within such time shall release Seller from the obligation to obtain Buyer's ’s approval before proceeding on such particular matter onlymatter. With respect to emergency actions taken by Seller in the face of serious risk to life, property, or the environment, without prior approval of Buyer pursuant to the provisions above, Seller will advise Buyer of its actions as promptly as reasonably possible and consult with Buyer as to any further related actions.