Common use of Hydrocarbon Sales and Purchase Agreements Clause in Contracts

Hydrocarbon Sales and Purchase Agreements. Except as set forth in the Parent SEC Reports: (i) None of the Hydrocarbon Agreements of Parent or its Subsidiaries has required since December 31, 1999, or will require as of or after the Effective Time, Parent or its Subsidiaries (A) to have sold or delivered, or to sell or deliver, Hydrocarbons for a price materially less than the market value price that would have been, or would be, received pursuant to any arm's-length contract for a term of one month with an unaffiliated third-party purchaser or (B) to have purchased or received, or to purchase or receive, Hydrocarbons for a price materially greater than the market value price that would have been, or would be, paid pursuant to an arm's-length contract for a term of one month with an unaffiliated third- party seller; (ii) Each of the Hydrocarbon Agreements of Parent and its Subsidiaries is valid, binding, and in full force and effect, and no party is in material breach or default of any Hydrocarbon Agreement of Parent or its Subsidiaries, and to the knowledge of Parent, no event has occurred that with notice or lapse of time (or both) would constitute a material breach or default or permit termination, modification, or acceleration under any Hydrocarbon Agreement of Parent or its Subsidiaries; (iii) There are no claims from any third party for any price reduction or increase or volume reduction or increase under any of the Hydrocarbon Agreements of Parent or its Subsidiaries, and Parent and its Subsidiaries have not made any claims for any price reduction or increase or volume reduction or increase under any of the Hydrocarbon Agreements of Parent or its Subsidiaries; (iv) Payments for Hydrocarbons sold pursuant to each Hydrocarbon Sales Agreement of Parent and its Subsidiaries have been made (subject to adjustment in accordance with such Hydrocarbon Sales Agreements) materially in accordance with prices or price-setting mechanisms set forth in such Hydrocarbon Sales Agreements; (v) No purchaser under any Hydrocarbon Sales Agreement of Parent or its Subsidiaries has notified Parent or its Subsidiaries (or, to the knowledge of Parent, the operator of any property) of its intent to cancel, terminate, or renegotiate any Hydrocarbon Sales Agreement of Parent or its Subsidiaries or otherwise to fail and refuse to take and pay for Hydrocarbons in the quantities and at the price set out in any Hydrocarbon Sales Agreement, whether such failure or refusal was pursuant to any force majeure, market out, or similar provisions contained in such Hydrocarbon Sales Agreement or otherwise; and (vi) The Hydrocarbon Agreements of Parent and its Subsidiaries are of the type customarily found in the oil and gas industry, and do not, individually or in the aggregate, contain unduly burdensome provisions that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parent.

Hydrocarbon Sales and Purchase Agreements. Except as set forth in the Parent SEC Reports: (i) None of the Hydrocarbon Agreements of Parent the Company or its Subsidiaries has required since December 31, 1999, or will require as of or after the Effective Time, Parent the Company or its Subsidiaries (A) to have sold or delivered, or to sell or deliver, Hydrocarbons for a price materially less than the market value price that would have been, or would be, received pursuant to any arm's-length contract for a term of one month with an unaffiliated third-party purchaser or (B) to have purchased or received, or to purchase or receive, Hydrocarbons for a price materially greater than the market value price that would have been, or would be, paid pursuant to an arm's-length contract for a term of one month with an unaffiliated third- third-party seller; (ii) Each of the Hydrocarbon Agreements of Parent the Company and its Subsidiaries is valid, binding, and in full force and effect, and no party is in material breach or default of any Hydrocarbon Agreement of Parent the Company or its Subsidiaries, and to the knowledge of Parentthe Company, no event has occurred that with notice or lapse of time (or both) would constitute a material breach or default or permit termination, modification, or acceleration under any Hydrocarbon Agreement of Parent the Company or its Subsidiaries; (iii) There are no claims from any third party for any price reduction or increase or volume reduction or increase under any of the Hydrocarbon Agreements of Parent the Company or its Subsidiaries, and Parent the Company and its Subsidiaries have not made any claims for any price reduction or increase or volume reduction or increase under any of the Hydrocarbon Agreements of Parent the Company or its Subsidiaries; (iv) Payments for Hydrocarbons sold pursuant to each Hydrocarbon Sales Agreement of Parent the Company and its Subsidiaries have been made (subject to adjustment in accordance with such Hydrocarbon Sales Agreements) materially in accordance with prices or price-setting mechanisms set forth in such Hydrocarbon Sales Agreements; (v) No purchaser under any Hydrocarbon Sales Agreement of Parent the Company or its Subsidiaries has notified Parent the Company or its Subsidiaries (or, to the knowledge of Parentthe Company , the operator of any property) of its intent to cancel, terminate, or renegotiate any Hydrocarbon Sales Agreement of Parent the Company or its Subsidiaries or otherwise to fail and refuse to take and pay for Hydrocarbons in the quantities and at the price set out in any Hydrocarbon Sales Agreement, whether such failure or refusal was pursuant to any force majeure, market out, or similar provisions contained in such Hydrocarbon Sales Agreement or otherwise; and (vi) The Hydrocarbon Agreements of Parent and its Subsidiaries the Company are of the type customarily found in the oil and gas industry, industry and do not, individually or in the aggregate, contain unduly burdensome provisions that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parentthe Company.

Hydrocarbon Sales and Purchase Agreements. Except as set forth in the Parent SEC Reports: (i) None of the Hydrocarbon Sales Agreements of Parent Target or its Subsidiaries or Hydrocarbon Purchase Agreements of Target or its Subsidiaries has required since December 31, 1999required, or will require as of or after the Effective TimeClosing Date, Target, a Subsidiary or Parent or its Subsidiaries (Ai) to have sold or delivered, or to sell or deliver, Hydrocarbons for a price materially less than the market value price that would have been, or would be, received pursuant to any arm's-length contract for a term of one month with an unaffiliated third-party purchaser or (Bii) to have purchased or received, or to purchase or receive, Hydrocarbons for a price materially greater than the market value price that would have been, or would be, paid pursuant to an arm's-length contract for a term of one month with an unaffiliated third- third-party seller; (ii) Each of the Hydrocarbon Agreements of Parent and Target or any of its Subsidiaries is valid, binding, and in full force and effect, and no party is in material breach or default of any Hydrocarbon Agreement of Parent Target or any of its Subsidiaries, and to the knowledge of ParentTarget, no event has occurred that with notice or lapse of time (or both) would constitute a material breach or default or permit termination, modification, or acceleration under any Hydrocarbon Agreement of Parent or Target and its Subsidiaries; (iii) There are have been no claims from any third party for any price reduction or increase or volume reduction or increase under any of the Hydrocarbon Agreements of Parent Target or any of its Subsidiaries, and Parent and neither Target nor its Subsidiaries have not made any claims for any price reduction or increase or volume reduction or increase under any of the Hydrocarbon Agreements of Parent or Target and its Subsidiaries; (iv) Payments for Hydrocarbons sold pursuant to each Hydrocarbon Sales Agreement of Parent and Target or any of its Subsidiaries have been made (subject to adjustment in accordance with such Hydrocarbon Sales Agreements) materially in accordance with prices or price-setting mechanisms set forth in such Hydrocarbon Sales Agreements; (v) No purchaser under any Hydrocarbon Sales Agreement of Parent Target or any of its Subsidiaries has notified Parent Target or its Subsidiaries a Subsidiary (or, to the knowledge of ParentTarget, the operator of any property) of its intent to cancel, terminate, or renegotiate any Hydrocarbon Sales Agreement of Parent Target or any of its Subsidiaries or otherwise to fail and refuse to take and pay for Hydrocarbons in the quantities and at the price set out in any Hydrocarbon Sales Agreementhydrocarbon sales agreement, whether such failure or refusal was pursuant to any force majeure, market out, or similar provisions contained in such Hydrocarbon Sales Agreement or otherwise; (vi) Neither Target nor any Subsidiary is obligated in any Hydrocarbon Sales Agreement by virtue of any prepayment arrangement, a “take-or-pay” or similar provision, a production payment, or any other arrangements to deliver Hydrocarbons produced from an oil and gas interest of Target or any of its Subsidiaries at some future time without then or thereafter receiving payment therefor; (vii) The information heretofore provided to Parent by Target contains a true and correct calculation of Target's and its Subsidiaries’ gas balancing positions as of the dates shown therein; and (viviii) The Hydrocarbon Agreements of Parent and Target or any of its Subsidiaries are of the type customarily generally found in the oil and gas industry, and do not, individually or in the aggregate, contain unusual or unduly burdensome provisions thatthat would, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on ParentEffect, and are in form and substance considered normal within the oil and gas industry.

Hydrocarbon Sales and Purchase Agreements. Except as set forth otherwise disclosed in Section 3.26 of the Parent SEC ReportsCompany Disclosure Schedule: (ia) None of the Hydrocarbon Sales Agreements of Parent the Company or its Subsidiaries Hydrocarbon Purchase Agreements of the Company has required since December 31, 1999, or will require as of or after the Effective TimeClosing Date, Parent or its Subsidiaries the Company (Ai) to have sold or delivered, or to sell or deliver, Hydrocarbons for a price materially less than the market value price that would have been, or would be, received pursuant to any arm's-length contract for a term of one month with an unaffiliated third-party purchaser or (Bii) to have purchased or received, or to purchase or receive, Hydrocarbons for a price materially greater than the market value price that would have been, or would be, paid pursuant to an arm's-length contract for a term of one month with an unaffiliated third- third-party seller; (iib) Each of the Hydrocarbon Agreements of Parent and its Subsidiaries the Company is valid, binding, and in full force and effect, and no party is in material breach or default of any Hydrocarbon Agreement of Parent or its Subsidiariesthe Company, and to the knowledge of Parentthe Company, no event has occurred that with notice or lapse of time (or both) would constitute a material breach or default or permit termination, modification, or acceleration under any Hydrocarbon Agreement of Parent or its Subsidiariesthe Company; (iiic) There are have been no claims from any third party for any price reduction or increase or volume reduction or increase under any of the Hydrocarbon Agreements of Parent or its Subsidiariesthe Company, and Parent and its Subsidiaries have the Company has not made any claims for any price reduction or increase or volume reduction or increase under any of the Hydrocarbon Agreements of Parent or its Subsidiariesthe Company; (ivd) Payments for Hydrocarbons sold pursuant to each Hydrocarbon Sales Agreement of Parent and its Subsidiaries the Company have been made (subject to adjustment in accordance with such Hydrocarbon Sales Agreements) materially in accordance with prices or price-setting mechanisms set forth in such Hydrocarbon Sales Agreements; (ve) No purchaser under any Hydrocarbon Sales Agreement of Parent or its Subsidiaries the Company has notified Parent or its Subsidiaries the Company (or, to the knowledge of Parentthe Company, the operator of any property) of its intent to cancel, terminate, or renegotiate any Hydrocarbon Sales Agreement of Parent or its Subsidiaries the Company or otherwise to fail and refuse to take and pay for Hydrocarbons in the quantities and at the price set out in any Hydrocarbon Sales Agreement, whether such failure or refusal was pursuant to any force majeure, market out, or similar provisions contained in such Hydrocarbon Sales Agreement or otherwise; and; (vif) The Company is not obligated in any Hydrocarbon Sales Agreement by virtue of any prepayment arrangement, a "take-or-pay" or similar provision, a production payment, or any other arrangements to deliver Hydrocarbons produced from an Oil and Gas Interest of the Company at some future time without then or thereafter receiving payment therefor; (g) Section 3.26(g) of the Company Disclosure Schedule contains a true and correct calculation of the Company's gas balancing positions as of the dates shown therein. (h) The Hydrocarbon Agreements of Parent and its Subsidiaries the Company are of the type customarily generally found in the oil and gas industry, and do not, individually or in the aggregate, contain unusual or unduly burdensome provisions thatthat would, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parentthe Company, and are in form and substance considered normal within the oil and gas industry.

Hydrocarbon Sales and Purchase Agreements. Except as set forth in the Parent SEC ReportsCompany Disclosure Schedule: (i) None of the Hydrocarbon Agreements of Parent the Company or its Subsidiaries has required since December 31, 19992000, or will require as of or after the Effective Time, Parent the Company or its Subsidiaries (A) to have sold or delivered, or to sell or deliver, Hydrocarbons for a price materially less than the market value price that would have been, or would be, received pursuant to any arm's-length contract for a term of one month with an unaffiliated third-party purchaser or (B) to have purchased or received, or to purchase or receive, Hydrocarbons for a price materially greater than the market value price that would have been, or would be, paid pursuant to an arm's-length contract for a term of one month with an unaffiliated third- third-party seller; (ii) Each of the Hydrocarbon Agreements of Parent the Company and its Subsidiaries is valid, binding, and in full force and effect, and and, to the knowledge of the Company, no party is in material breach or default of any Hydrocarbon Agreement of Parent the Company or its Subsidiaries, and to the knowledge of Parentthe Company, no event has occurred that with notice or lapse of time (or both) would constitute a material breach or default or permit termination, modification, or acceleration under any Hydrocarbon Agreement of Parent the Company or its Subsidiaries; (iii) There are no The Company has not received notice of any claims from any third party for any price reduction or increase or volume reduction or increase under any of the Hydrocarbon Agreements of Parent the Company or its Subsidiaries, and Parent the Company and its Subsidiaries have not made any claims for any price reduction or increase or volume reduction or increase under any of the Hydrocarbon Agreements of Parent the Company or its Subsidiaries; (iv) Payments for Hydrocarbons sold pursuant to each Hydrocarbon Sales Agreement of Parent the Company and its Subsidiaries have been made (subject to adjustment in accordance with such Hydrocarbon Sales Agreements) materially in accordance with prices or price-setting mechanisms set forth in such Hydrocarbon Sales Agreements;; 20 (v) No purchaser under any Hydrocarbon Sales Agreement of Parent the Company or its Subsidiaries has notified Parent the Company or its Subsidiaries (or, to the knowledge of Parentthe Company , the operator of any property) of its intent to cancel, terminate, or renegotiate any Hydrocarbon Sales Agreement of Parent the Company or its Subsidiaries or otherwise to fail and refuse to take and pay for Hydrocarbons in the quantities and at the price set out in any Hydrocarbon Sales Agreement, whether such failure or refusal was pursuant to any force majeure, market out, or similar provisions contained in such Hydrocarbon Sales Agreement or otherwise; and (vi) The To the knowledge of the Company, the Hydrocarbon Agreements of Parent and its Subsidiaries the Company are of the type customarily found in the oil and gas industry, industry and do not, individually or in the aggregate, contain unduly burdensome provisions that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parentprovisions.

Hydrocarbon Sales and Purchase Agreements. Except as set forth in the Parent SEC Reports: (i) None of the Hydrocarbon Sales Agreements of Parent Seller or its Subsidiaries Hydrocarbon Purchase Agreements of Seller has required since December 31, 1999required, or will require as of or after the Effective TimeClosing Date, Parent or its Subsidiaries Seller to (A) to have sold or delivered, or to sell or deliver, Hydrocarbons for a price materially less than the market value price that would have been, or would be, received pursuant to any arm's-length contract for a term of one month with an unaffiliated third-party purchaser purchaser; or (B) to have purchased or received, or to purchase or receive, Hydrocarbons for a price materially greater than the market value price that would have been, or would be, paid pursuant to an arm's-length contract for a term of one month with an unaffiliated third- third-party seller; (ii) Each of the Hydrocarbon Agreements of Parent and its Subsidiaries Seller is valid, binding, and in full force and effect, and no party is in material breach or default of any Hydrocarbon Agreement of Parent or its SubsidiariesSeller, and to the knowledge of ParentSeller, no event has occurred that with notice or lapse of time (or both) would constitute a material breach or default or permit termination, modification, or acceleration under any Hydrocarbon Agreement of Parent or its SubsidiariesSeller; (iii) There are have been no claims from any third party for any price reduction or increase or volume reduction or increase under any of the Hydrocarbon Agreements of Parent Seller or any of its Subsidiaries, and Parent and its Subsidiaries have Seller has not made any claims for any price reduction or increase or volume reduction or increase under any of the Hydrocarbon Agreements of Parent or its SubsidiariesSeller; (iv) Payments for Hydrocarbons sold pursuant to each Hydrocarbon Sales Agreement of Parent and its Subsidiaries Seller have been made (subject to adjustment in accordance with such Hydrocarbon Sales Agreements) materially in accordance with prices or price-setting mechanisms set forth in such Hydrocarbon Sales Agreements; (v) No purchaser under any Hydrocarbon Sales Agreement of Parent or its Subsidiaries Seller has notified Parent or its Subsidiaries Seller (or, to the knowledge of ParentSeller, the operator of any propertyproperty where Seller is not the designated operator) of its intent to cancel, terminate, or renegotiate any Hydrocarbon Sales Agreement of Parent or its Subsidiaries Seller or otherwise to fail and refuse to take and pay for Hydrocarbons in the quantities and at the price set out in any Hydrocarbon Sales Agreementhydrocarbon sales agreement, whether such failure or refusal was pursuant to any force majeure, market out, or similar provisions contained in such Hydrocarbon Sales Agreement or otherwise; and; (vi) The Seller is not obligated in any Hydrocarbon Agreements Sales Agreement by virtue of Parent and its Subsidiaries are of the type customarily found in the any prepayment arrangement, a “take-or-pay” or similar provision, a production payment, or any other arrangements to deliver Hydrocarbons produced from an oil and gas industry, interest of Seller at some future time without then or thereafter receiving payment therefor; (vii) The information heretofore provided to Buyer by Seller contains a true and do not, individually or in correct calculation of Seller's gas balancing positions as of the aggregate, contain unduly burdensome provisions that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parent.dates shown therein; and