Interim Period. 4.1 During the Interim Period, (in so far as it falls after the date of this Agreement) the Seller shall: 4.1.1 continue to carry on its affairs in relation to the Interests in the ordinary course and in accordance with good oil and gas field practice; 4.1.2 (to the extent that it is able so to do having regard to the provisions of the Licensed Interest Documents) consult with the Purchaser with regard to the Interests where reasonably practicable and co-operate with the Purchaser so as to ensure an efficient handover of the Interests on Completion; 4.1.3 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), encumber, sell, assign or otherwise dispose of the Interests or any part thereof, or purport to do any of the same; 4.1.4 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed) enter into or agree to enter into or become party to any new licences, operating agreements, farm-in or farm-out agreements, unitisation agreements, transportation agreements, long term gas sale or supply agreements or any other material agreement or undertaking (by whatever name called) relating to the Interests or permit any other person to enter into or agree to enter in any such agreement on behalf of the Seller; 4.1.5 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), enter into or agree to enter into any contract for the sale of gas and/or other Petroleum products relating to the Interests or permit any other person to enter into or agree to enter in any such contract on behalf of the Seller; 4.1.6 maintain insurance in relation to the Interests (on behalf of and for the benefit of the Purchaser) to such extent and at such levels as would be in accordance with good oil and gas field practice and otherwise in accordance with the JDA; 4.1.7 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), undertake or agree to undertake any sole-risk or non-consent activities in relation to the Interests; 4.1.8 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), amend, renew, terminate or agree to amend, renew or terminate any of the Licensed Interest Documents or waive or agree to waive any of its rights or remedies under the Licensed Interest Documents insofar as any such right or remedy is capable of relating to periods after the Economic Date or is in respect of Decommissioning and/or Environmental Liabilities; 4.1.9 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed) undertake any operations or commit to any work programmes on Block 49/12b and 4.1.10 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed): (1) approve any expenditure or capital commitment relating to any Interest involving expenditure in excess of one hundred thousand Pounds (£100,000) in any case other than: (a) any such expenditure in respect of which the Purchaser has given its prior consent as referenced in Clause 4.2 below; or (b) any expenditure necessitated by any emergency for the safeguarding of lives or property or the prevention of pollution (in which case the Seller shall to the extent practicable in the circumstances consult with the Purchaser and in any event as soon as reasonably practicable inform the Purchaser). (2) approve any work programme or budget which (i) differs materially from the 2008 Budget prepared for the purposes of the Interests (a copy of which in relation to the Tors Area has been provided to the Purchaser) or (ii) differs from the Budget approved in relation to the Wenlock Field as referenced in the AFEs in Schedule 5, in either case without the consent of the Purchaser and for this purpose an increase in such Budget of more than 5 % or increase in any expenditure or capital commitment as shown in such Budget of more than 10 % shall be deemed to be material.
Appears in 2 contracts
Samples: Sale and Purchase Agreement, Sale and Purchase Agreement (Atp Oil & Gas Corp)
Interim Period. 4.1 During The Sellers, Mediton and Medishur undertake to the Interim Period, (in so far as it falls after Buyer that during the period from the date of execution of this Agreement to the Transaction Closing Date (“Interim Period”), the Group’s operations shall be conducted in the same ordinary course of business and in a manner consistent with past practice, without materially affecting or diminishing its assets (other than payment of dividends and payment of debit and credit balances, and provided that as of the Closing Date there will be an amount equal to the net working capital stated in Section 8.1.3 to this Agreement) ). Without derogating from the Seller shall:
4.1.1 continue to carry on its affairs in relation to the Interests in the ordinary course and in accordance with good oil and gas field practice;
4.1.2 (to the extent that it is able so to do having regard to the provisions generality of the Licensed Interest Documents) consult foregoing, the Sellers, Mediton and Medishur shall cause the Group not to take the following actions, unless with the Purchaser with regard to the Interests where reasonably practicable and co-operate with the Purchaser so as to ensure an efficient handover of the Interests on Completion;
4.1.3 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), encumber, sell, assign or otherwise dispose of the Interests Buyer or any part thereof, or purport to do any of the same;
4.1.4 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed) enter into or agree to enter into or become party to any new licences, operating agreements, farm-in or farm-out agreements, unitisation agreements, transportation agreements, long term gas sale or supply agreements or any other material agreement or undertaking (by whatever name called) relating to the Interests or permit any other person to enter into or agree to enter in any such agreement on behalf of the Seller;
4.1.5 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), enter into or agree to enter into any contract for the sale of gas and/or other Petroleum products relating to the Interests or permit any other person to enter into or agree to enter in any such contract on behalf of the Seller;
4.1.6 maintain insurance in relation to the Interests (on behalf of and for the benefit of the Purchaser) to such extent and at such levels as would be in accordance with good oil and gas field practice and otherwise in accordance with the JDA;
4.1.7 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), undertake or agree to undertake any sole-risk or non-consent activities in relation to the Interests;
4.1.8 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), amend, renew, terminate or agree to amend, renew or terminate any provisions of the Licensed Interest Documents or waive or agree to waive any of its rights or remedies under the Licensed Interest Documents insofar as any such right or remedy is capable of relating to periods after the Economic Date or is in respect of Decommissioning and/or Environmental Liabilities;
4.1.9 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed) undertake any operations or commit to any work programmes on Block 49/12b and
4.1.10 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed):
(1) approve any expenditure or capital commitment relating to any Interest involving expenditure in excess of one hundred thousand Pounds (£100,000) in any case other than:
this Agreement: (a) any transaction (including transfer, sale, acquisition or allocation) in the Ordinary Shares or other securities of the Group, or an undertaking to enter into such expenditure in respect of which the Purchaser has given its prior consent as referenced in Clause 4.2 belowtransaction; or
(b) an offering of rights to purchase any expenditure necessitated securities of the Group; (c) any change to the incorporation documents of the Group; (d) transactions outside the ordinary course of business of the Group, including transactions involving an investment or acquisition of interests in corporations or acquisition of business (Asset Transactions); (e) transactions that are not on market terms of the Group or that may materially affect the profitability of the relevant Company, its assets or liabilities, or executing of transactions with related parties, other than existing transactions with related parties on the same terms and conditions as prior to the execution of the Term Sheet entered into by any emergency for the safeguarding parties on July 14, 2021; (f) sale or transfer of lives all assets or property interests of the Group or the prevention of pollution a substantial part thereof; (g) transaction in which case any of the Seller shall Sellers or officers of the Group, their interested parties, their relatives or companies under their control have, either directly or indirectly, a “personal interest” other than payment of salaries to the extent practicable Group’s officers, in the circumstances consult same manner as prior to the execution of this Agreement, and excluding existing transactions with related parties on the Purchaser same terms and in any event conditions as soon as reasonably practicable inform prior to the Purchaser).
(2) approve any work programme or budget which (i) differs materially from the 2008 Budget prepared for the purposes execution of the Interests (a copy of which Term Sheet entered into by the parties on July 14, 2021, and as set forth in relation to the Tors Area has been provided to the Purchaser) or (ii) differs from the Budget approved in relation to the Wenlock Field as referenced in the AFEs in Schedule 5, in either case without the consent of the Purchaser and for this purpose an increase in such Budget of more than 5 % or increase in any expenditure or capital commitment as shown in such Budget of more than 10 % shall be deemed to be materialExhibit 6.8.1 hereto.
Appears in 2 contracts
Samples: Share Purchase Agreement (SHL Telemedicine LTD), Share Purchase Agreement (SHL Telemedicine LTD)
Interim Period. 4.1 During the Interim Period, (in so far as it falls after From the date of this Agreement) Agreement until Completion, each Seller shall (to the Seller shall:extent it is permitted to do so under the Interests Documents and subject to any confidentiality obligations by which they are bound):
4.1.1 continue to carry on its affairs their activities in relation to the Interests in the ordinary course and in accordance with good oil and gas field practice;
4.1.2 (promptly and to the extent that it is able so to do having regard to practicable in the provisions of the Licensed Interest Documents) circumstances consult with the Purchaser with regard in relation to the Interests where reasonably practicable and co-operate any material decision in connection with the Purchaser so as Interests, provided that nothing in this Clause 4.1.2 shall operate to ensure an efficient handover xxxxxx the discretion of the Interests on Completioneach Seller in exercising its votes in respect thereto;
4.1.3 notexcept as disclosed in the Disclosure Letter, not trade, relinquish, surrender, sell, assign or amend the Interests (or agree to do any of the foregoing in the future) without the Purchaser’s prior written approval of the Purchaser (such approval not to be unreasonably withheld or delayed), encumber, sell, assign ;
4.1.4 not amend or otherwise dispose agree to amend any of the Interests Documents or any part thereof, or purport to do waive any of its rights under the same;
4.1.4 not, Interests Documents without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed) enter into or agree to enter into or become party to any new licences, operating agreements, farm-in or farm-out agreements, unitisation agreements, transportation agreements, long term gas sale or supply agreements or any other material agreement or undertaking (by whatever name called) relating to the Interests or permit any other person to enter into or agree to enter in any such agreement on behalf of the Seller;
4.1.5 not, without the Purchaser’s prior written Purchaser (such approval (not to be unreasonably withheld or delayed), enter into or agree to enter into any contract for the sale of gas and/or other Petroleum products relating to the Interests or permit any other person to enter into or agree to enter in any such contract on behalf of the Seller;
4.1.6 maintain insurance in relation to the Interests (on behalf of and for the benefit of the Purchaser) to such extent and at such levels as would be in accordance with good oil and gas field practice and otherwise in accordance with the JDA;
4.1.7 not, without the Purchaser’s prior written approval (4.1.5 not to be unreasonably withheld or delayed), undertake or agree to undertake any sole-risk or non-consent activities in relation to the Interests;
4.1.8 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), amend, renew, terminate or agree to amend, renew or terminate any of the Licensed Interest Documents or waive or agree to waive any of its rights or remedies under the Licensed Interest Documents insofar as any such right or remedy is capable of relating to periods after the Economic Date or is in respect of Decommissioning and/or Environmental Liabilities;
4.1.9 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed) undertake any operations or commit to approve any work programmes on Block 49/12b and
4.1.10 notprogramme, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed):
(1) approve any budget, expenditure or capital commitment relating to any Interest the Interests involving expenditure in excess of one five hundred thousand Pounds Dollars (£100,000$500,000) (net Seller’s share) in any case other than:
(a) a. any such expenditure covered by any budget approved prior to the date of this Agreement; or
b. any such expenditure in respect of which the Purchaser has given its prior consent as referenced in Clause 4.2 belowwritten approval (not to be unreasonably withheld or delayed); or
(b) c. any expenditure necessitated by any emergency for the safeguarding of lives or property or the prevention of pollution (in which case the Seller Sellers shall consult with the Purchaser to the extent practicable in the circumstances consult with circumstances); or
d. any expenditure agreed or forming part of a process agreed pursuant to any Interests Document including cash calls and Operator xxxxxxxx; and
4.1.6 keep the Purchaser and informed in any event as soon as reasonably practicable inform the Purchaser).
(2) approve any work programme or budget which (i) differs materially from the 2008 Budget prepared for the purposes a timely manner of the Interests (a copy of which all material matters in relation to the Tors Area has been provided to the Purchaser) or (ii) differs from the Budget approved in relation to the Wenlock Field as referenced in the AFEs in Schedule 5Interests, in either case without the consent of the Purchaser and for this purpose an increase in such Budget of more than 5 % or increase in any expenditure or capital commitment as shown in such Budget of more than 10 % shall be deemed to be material.including:
Appears in 1 contract
Samples: Hive in Agreement
Interim Period. 4.1 During the Interim Period, (in so far as it falls after the date of this Agreement) the Seller shall:
4.1.1 continue to carry on its affairs in relation to the Option Interests in the ordinary course and in accordance with good oil and gas field practice;
4.1.2 (to the extent that it is able so to do having regard to the provisions of the Licensed Interest Documents) consult with the Purchaser Buyer with regard to the Option Interests where reasonably practicable and co-operate with the Purchaser Buyer so as to ensure an efficient handover of the Option Interests on Completion;
4.1.3 not, without the PurchaserBuyer’s prior written approval (not to be unreasonably withheld or delayed), encumber, sell, assign or otherwise dispose of the Option Interests or any part thereof, or purport to do any of the same;
4.1.4 not, without the PurchaserBuyer’s prior written approval (not to be unreasonably withheld or delayed) enter into or agree to enter into or become party to any new licences, operating agreements, farm-in or farm-out agreements, unitisation agreements, transportation agreements, long term gas sale or supply agreements or any other material agreement or undertaking (by whatever name called) relating to the Option Interests or permit any other person to enter into or agree to enter in any such agreement on behalf of the Seller;
4.1.5 not, without the PurchaserBuyer’s prior written approval (not to be unreasonably withheld or delayed), enter into or agree to enter into any contract for the sale of gas and/or other Petroleum products relating to the Option Interests or permit any other person to enter into or agree to enter in any such contract on behalf of the Seller;
4.1.6 maintain insurance in relation to the Option Interests (on behalf of and for the benefit of the PurchaserBuyer) to such extent and at such levels as would be in accordance with good oil and gas field practice and otherwise in accordance with the JDA;
4.1.7 not, without the PurchaserBuyer’s prior written approval (not to be unreasonably withheld or delayed), undertake or agree to undertake any sole-risk or non-consent activities in relation to the Option Interests;
4.1.8 not, without the PurchaserBuyer’s prior written approval (not to be unreasonably withheld or delayed), amend, renew, terminate or agree to amend, renew or terminate any of the Licensed Interest Documents or waive or agree to waive any of its rights or remedies under the Licensed Interest Documents insofar as any such right or remedy is capable of relating to periods after the Economic Date or is in respect of Decommissioning and/or Environmental Liabilities;; and
4.1.9 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed) undertake any operations or commit to any work programmes on Block 49/12b and
4.1.10 not, without the PurchaserBuyer’s prior written approval (not to be unreasonably withheld or delayed):
(1) approve any ,expenditure or capital commitment relating to any Interest involving expenditure in excess of one hundred thousand Pounds (£100,000) in any case other than:
(a) any such expenditure in respect of which the Purchaser Buyer has given its prior consent as referenced in Clause 4.2 below; or
(b) any expenditure necessitated by any emergency for the safeguarding of lives or property or the prevention of pollution (in which case the Seller shall to the extent practicable in the circumstances consult with the Purchaser Buyer and in any event as soon as reasonably practicable inform the PurchaserBuyer).
(2) approve any work programme or budget which (i) differs materially from the 2008 Budget prepared for the purposes of the Option Interests (a copy of which in relation to the Tors Area has been provided to the PurchaserBuyer) or (ii) differs from the Budget approved in relation to the Wenlock Field as referenced in the AFEs in Schedule 5, in either case without the consent of the Purchaser Buyer and for this purpose an increase in such Budget of more than 5 % or increase in any expenditure or capital commitment as shown in such Budget of more than 10 % shall be deemed to be material.
4.2 Without prejudice to Clause 4.1, the Seller shall (subject to any confidentiality obligations by which it is bound) between the date hereof and Completion generally keep the Buyer informed, in a timely manner, of all material matters not of a routine or minor nature affecting the Option Interests including the approval of any work programme, budget, AFE expenditure or capital commitment relating to the Option Interests and make available for review by the Buyer and any person authorised by the Buyer all Data reasonably requested by the Buyer. In this regard, the Buyer acknowledges and accepts the AFEs in respect of Block 49/12aN as set out in Schedule 5 and agrees that its consent to the same is not required pursuant to Clause 4.1 save for the New Works.
4.3 Notwithstanding that title to the Option Interests will not pass to the Buyer until Completion, the Buyer shall assume all risk in the Option Interests with effect from the date of this Agreement and accordingly (save for and without prejudice to the Seller’s continuing obligations under Clause 4.1 (in particular under Clause 4.1.
Appears in 1 contract
Interim Period. 4.1 During the Interim Period, (in so far as it falls after period from the date of this Agreement) hereof until the Completion Date (both dates inclusive), the Seller shall:
4.1.1 continue to carry on its affairs (having notified the Purchaser in relation to the Interests in the ordinary course and in accordance with good oil and gas field practice;
4.1.2 (to the extent that it is able so to do having regard to the provisions advance of the Licensed Interest Documentssubject matter thereof) consult with the Purchaser in relation to any material decision in connection with regard the Interests (other than as may be contemplated in the current Work Programmes and Budgets), provided that nothing in this Clause 4.1 shall operate to xxxxxx the discretion of the Seller in exercising its roles in respect of such decision and the Seller shall not be obliged to act in accordance with any wish, representation or purported instruction of the Purchaser.
4.1.2 not incur, commit to incur or approve any work programme, budget, expenditure or capital commitment relating to any Licence involving expenditure in excess of five hundred thousand pounds (£500,000) (net the Seller’s and any Affiliate’s share) in any case other than:
(a) any such expenditure covered by any budget approved prior to the Interests where reasonably practicable and co-operate with date of this Agreement; or
(b) any such expenditure in respect of which the Purchaser so as to ensure an efficient handover of the Interests on Completion;
4.1.3 not, without the Purchaser’s has given its prior written approval (not to be unreasonably withheld or delayed); or
(c) any expenditure necessitated by any emergency (in which case the Seller shall consult with the Purchaser to the extent practicable in the circumstances); and
4.1.3 conduct operations regarding the Interests in the ordinary and usual course in accordance with good and prudent oil and gas industry practice, encumberso that the Interests are protected and maintained;
4.1.4 maintain and renew all governmental licences, permits, authorisations, consents and permissions necessary to own and operate the Interests;
4.1.5 use its reasonable endeavours to enable the Purchaser to attend, as an observer, any meetings of the relevant operating or other committee under any Licensed Interest Documents, subject to the consent of the other parties thereto;
4.1.6 not, without the Purchaser’s written consent (not to be unreasonably withheld or delayed), grant any Encumbrance, sell, assign transfer, surrender, novate, assign, lease or otherwise dispose of any of the Interests or any part thereof(excluding sales of production therefrom in the ordinary course of business), or purport to do any of the samesame Provided that this provision shall not apply to the entering into by the Seller of any deed in respect of the extension of the Licence beyond its current expiry date.
4.1.7 provide the Purchaser on a timely basis with all cash calls, AFEs, work programmes and budgets issued under any Operating Agreement;
4.1.4 not4.1.8 advise the Purchaser promptly of any legal proceedings which arise in respect of the Interests;
4.1.9 not amend, terminate or suspend or agree to amend, terminate or suspend any of the Licensed Interest Documents, or waive or agree to waive any of its material rights or remedies arising thereunder or enter into any sole risk operation under any of the XXXx without first obtaining the Purchaser’s prior written approval (consent thereto, such consent not to be unreasonably withheld or delayed) ;
4.1.10 not without the Purchaser’s prior consent, such consent not to be unreasonably withheld or delayed, enter into any material agreement in respect of or agree affecting the Interests;
4.1.11 keep the Purchaser informed in a timely manner of any material matters affecting the Interests, and of all material decisions made or disputes and claims that arise, and have due regard to and, subject to Clause 4.1.1, take into account any reasonable representations made by the Purchaser in respect thereof;
4.1.12 comply with previously agreed decisions of the operating committees in relation to the Interests and any agreements relating to the Interests and any agreements relating to the Interests to which it is a party;
4.1.13 not (by act or omission) breach in any material respect any of the provisions of the Licensed Interest Documents (and notify the Purchaser as soon as reasonably practicable if any facts or circumstances of which it is aware which indicate that there has been or is likely to be such a material breach by any other party or that such a material breach by the Seller has occurred);
4.1.14 not enter into or become party to any new licences, operating agreements, farm-in or farm-out agreements, unitisation agreements, transportation agreements, long term oil or gas sale or supply agreements or any other material agreement or undertaking (by whatever name called) relating ), in each case to the Interests or permit extent the same relate to any other person to enter into or agree to enter in any such agreement on behalf of the Seller;
4.1.5 not, Interests without the Purchaser’s prior written approval (of the Purchaser, such consent not to be unreasonably withheld or delayed), enter into or agree to enter into any contract for the sale of gas and/or other Petroleum products relating to the Interests or permit any other person to enter into or agree to enter in any such contract on behalf of the Seller;
4.1.6 maintain insurance in relation to the Interests (on behalf of and for the benefit of the Purchaser) to such extent and at such levels as would be in accordance with good oil and gas field practice and otherwise in accordance with the JDA;
4.1.7 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), undertake or agree to undertake any sole-risk or non-consent activities in relation to the Interests;
4.1.8 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), amend, renew, terminate or agree to amend, renew or terminate any of the Licensed Interest Documents or waive or agree to waive any of its rights or remedies under the Licensed Interest Documents insofar as any such right or remedy is capable of relating to periods after the Economic Date or is in respect of Decommissioning and/or Environmental Liabilities;
4.1.9 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed) undertake any operations or commit to any work programmes on Block 49/12b and
4.1.10 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed):
(1) approve any expenditure or capital commitment relating to any Interest involving expenditure in excess of one hundred thousand Pounds (£100,000) in any case other than:
(a) any such expenditure in respect of which the Purchaser has given its prior consent as referenced in Clause 4.2 below; or
(b) any expenditure necessitated by any emergency for the safeguarding of lives or property or the prevention of pollution (in which case the Seller shall to the extent practicable in the circumstances consult with the Purchaser and in any event as soon as reasonably practicable inform the Purchaser).
(2) approve any work programme or budget which (i) differs materially from the 2008 Budget prepared for the purposes of the Interests (a copy of which in relation to the Tors Area has been provided to the Purchaser) or (ii) differs from the Budget approved in relation to the Wenlock Field as referenced in the AFEs in Schedule 5, in either case without the consent of the Purchaser and for this purpose an increase in such Budget of more than 5 % or increase in any expenditure or capital commitment as shown in such Budget of more than 10 % shall be deemed to be material.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Endeavour International Corp)
Interim Period. 4.1 During the Interim Period, (in so far as it falls after From the date of this Agreement) Agreement until Completion, each Seller shall (to the Seller shall:extent it is permitted to do so under the Interests Documents and subject to any confidentiality obligations by which they are bound):
4.1.1 continue to carry on its affairs their activities in relation to the Interests in the ordinary course and in accordance with good oil and gas field practice;
4.1.2 (to the extent that it is able so to do having regard to the provisions of the Licensed Interest Documents) consult with the Purchaser with regard in a timely manner and give due consideration to the Interests where reasonably practicable and co-operate views of the Purchaser in relation to any material decision in connection with the Purchaser so as Interests, provided that subject to ensure an efficient handover the other provisions of this Clause 4.1 nothing in this Clause 4.1.2 shall operate to fxxxxx the Interests on Completiondiscretion of each Seller in exercising any votes in respect to any such decision;
4.1.3 notnot trade, relinquish, surrender, sell, assign or amend the Interests (or agree to do any of the foregoing in the future) without the Purchaser’s prior written approval of the Purchaser (such approval not to be unreasonably withheld or delayed);
4.1.4 subject to Clause 4.1.5, encumbernot terminate, sell, assign amend or otherwise dispose agree to amend any of the Interests or any part thereofDocuments, save with respect to the amendment of the PDSA, or purport to do waive any of its rights under the sameInterests Documents;
4.1.4 not, without the Purchaser’s prior written approval (4.1.5 not to be unreasonably withheld or delayed) enter into or agree to enter into or become party to any new licences, operating agreements, farm-legally binding agreements in or farm-out agreements, unitisation agreements, transportation agreements, long term gas sale or supply agreements or any other material agreement or undertaking (by whatever name called) relating relation to the Interests save for (i) agreements entered into by the Licence Operator or permit any other person to enter into or agree to enter in any such agreement NSP on behalf of the Seller;
4.1.5 notowners of the Interests; and (ii) agreements relating to the PDSA, including any agreement amending or replacing the PDSA save if any such agreement shall increase the costs payable by the MacCulloch Co-venturers to NSP by an amount of ten percent (10%) in any calendar year above the amounts outlined in the Agreed PDSA Cost Profile, without the Purchaser’s prior written approval of the Purchaser (such approval not to be unreasonably withheld or delayed), enter into or agree to enter into any contract for the sale of gas and/or other Petroleum products relating to the Interests or permit any other person to enter into or agree to enter in any such contract on behalf of the Seller;
4.1.6 maintain insurance in relation to the Interests (on behalf of and for the benefit of the Purchaser) to such extent and at such levels as would be in accordance with good oil and gas field practice and otherwise in accordance with the JDA;
4.1.7 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), undertake or agree to undertake any sole-risk or non-consent activities in relation to the Interests;
4.1.8 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), amend, renew, terminate or agree to amend, renew or terminate any of the Licensed Interest Documents or waive or agree to waive any of its rights or remedies under the Licensed Interest Documents insofar as any such right or remedy is capable of relating to periods after the Economic Date or is in respect of Decommissioning and/or Environmental Liabilities;
4.1.9 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed) undertake any operations or commit to approve any work programmes on Block 49/12b and
4.1.10 notprogramme, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed):
(1) approve any budget, expenditure or capital commitment relating to any Interest the Interests involving expenditure in excess of one hundred thousand five million Pounds Sterling (£100,0005,000,000) (net the Seller’s share) in any case other than:
(a) any such expenditure covered by any budget approved prior to the date of this Agreement provided that such budget has been disclosed to the Purchaser; or
(b) any such expenditure in respect of which the Purchaser has given its prior consent as referenced in Clause 4.2 belowwritten approval (not to be unreasonably withheld or delayed); or
(bc) any expenditure necessitated by any emergency for the safeguarding of lives or property or the prevention of pollution (in which case the Seller Sellers shall consult with the Purchaser to the extent practicable in the circumstances consult with circumstances); or
(d) any expenditure detailed in a Business Plan;
(e) any expenditure agreed or forming part of a process agreed pursuant to any Interests Document including cash calls and Licence Operator bxxxxxxx.
4.1.7 request permission from the Relevant Third Parties for the Purchaser and in any event as soon as reasonably practicable inform the Purchaser).
(2) approve any work programme or budget which (i) differs materially from the 2008 Budget prepared for the purposes of the Interests (a copy of which to attend all material meetings in relation to the Tors Area has been provided Interests, including operating committee meetings, technical committee meetings and meetings with the Secretary or any Government entity;
4.1.8 keep the Purchaser informed in a timely manner of all material matters in relation to the Interests, including:
(a) the calling of any operating committee meetings and technical committee meetings under the JXXx, the agenda for such meetings and the outcome of any decisions taken at such meetings
(b) the payment of any cash call;
(c) the approval of any AFE;
(d) the adoption or proposal of, or material amendment to, any work programmes and budgets; and
(e) the receipt of Licence Operators’ billing statements and invoices;
4.1.9 not enter into any correspondence with a Tax Authority relating to any Taxation matter after the Economic Date without first notifying the Purchaser and taking the Purchaser’s reasonable comments into account.
4.2 Following the date of this Agreement, the Sellers shall provide the Purchaser with such information and cooperation as the Purchaser may reasonably request (to the extent within the possession or control of the Sellers) to enable:
4.2.1 completion by the Purchaser of a reserves report and securities filings and compliance by the Purchaser with its regulatory filing requirements; or
4.2.2 preparation of an (i) offering document in connection with an offering of securities pursuant to Rule 144A of the Securities Act of 1933, as amended, or other exemption from registration thereunder or (ii) differs from the Budget approved any bank book and information package delivered to potential lenders in relation to the Wenlock Field as referenced in the AFEs in Schedule 5, in either case without the consent of the Purchaser and for this purpose an increase in such Budget of more than 5 % or increase in any expenditure or capital commitment as shown in such Budget of more than 10 % shall be deemed to be materialconnection with obtaining financing.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Endeavour International Corp)
Interim Period. 4.1 During the Interim Period, (in so far as it falls after period from the date of this Agreement) hereof until the Completion Date (both dates inclusive), the Seller shall:
4.1.1 continue to carry on its affairs (having notified the Purchaser in relation to the Interests in the ordinary course and in accordance with good oil and gas field practice;
4.1.2 (to the extent that it is able so to do having regard to the provisions advance of the Licensed Interest Documentssubject matter thereof) consult with the Purchaser with regard to the Interests where reasonably practicable and co-operate with the Purchaser so as to ensure an efficient handover of the Interests on Completion;
4.1.3 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), encumber, sell, assign or otherwise dispose of the Interests or any part thereof, or purport to do any of the same;
4.1.4 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed) enter into or agree to enter into or become party to any new licences, operating agreements, farm-in or farm-out agreements, unitisation agreements, transportation agreements, long term gas sale or supply agreements or any other material agreement or undertaking (by whatever name called) relating to the Interests or permit any other person to enter into or agree to enter in any such agreement on behalf of the Seller;
4.1.5 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), enter into or agree to enter into any contract for the sale of gas and/or other Petroleum products relating to the Interests or permit any other person to enter into or agree to enter in any such contract on behalf of the Seller;
4.1.6 maintain insurance in relation to any material decision in connection with the Interests (on behalf other than as may be contemplated in the current Work Programmes and Budgets), provided that nothing in this Clause 4.1 shall operate to xxxxxx the discretion of the Seller in exercising its roles in respect of such decision and for the benefit Seller shall not be obliged to act in accordance with any wish, representation or purported instruction of the Purchaser) to such extent and at such levels as would be in accordance with good oil and gas field practice and otherwise in accordance with the JDA;
4.1.7 not4.1.2 not incur, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), undertake or agree to undertake any sole-risk or non-consent activities in relation to the Interests;
4.1.8 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), amend, renew, terminate or agree to amend, renew or terminate any of the Licensed Interest Documents or waive or agree to waive any of its rights or remedies under the Licensed Interest Documents insofar as any such right or remedy is capable of relating to periods after the Economic Date or is in respect of Decommissioning and/or Environmental Liabilities;
4.1.9 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed) undertake any operations or commit to incur or approve any work programmes on Block 49/12b and
4.1.10 notprogramme, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed):
(1) approve any budget, expenditure or capital commitment relating to any Interest Licence involving expenditure in excess of one five hundred thousand Pounds pounds (£100,000500,000) (net the Seller’s and any Affiliate’s share) in any case other than:
(a) any such expenditure covered by any budget approved prior to the date of this Agreement; or
(b) any such expenditure in respect of which the Purchaser has given its prior consent as referenced in Clause 4.2 belowwritten approval (not to be unreasonably withheld or delayed); or
(bc) any expenditure necessitated by any emergency for the safeguarding of lives or property or the prevention of pollution (in which case the Seller shall consult with the Purchaser to the extent practicable in the circumstances consult circumstances); and
4.1.3 conduct operations regarding the Interests in the ordinary and usual course in accordance with good and prudent oil and gas industry practice, so that the Interests are protected and maintained;
4.1.4 maintain and renew all governmental licences, permits, authorisations, consents and permissions necessary to own and operate the Interests;
4.1.5 use its reasonable endeavours to enable the Purchaser and in to attend, as an observer, any event as soon as reasonably practicable inform meetings of the relevant operating or other committee under any Licensed Interest Documents, subject to the consent of the other parties thereto;
4.1.6 not, without the Purchaser’s written consent (not to be unreasonably withheld or delayed).
(2) approve , grant any work programme Encumbrance, sell, transfer, surrender, novate, assign, lease or budget which (i) differs materially from the 2008 Budget prepared for the purposes otherwise dispose of any of the Interests (a copy excluding sales of which production therefrom in relation the ordinary course of business), or purport to do any of the same Provided that this provision shall not apply to the Tors Area has been provided entering into by the Seller of any deed in respect of the extension of the Licence beyond its current expiry date.
4.1.7 not waive or agree to waive any of its material rights or remedies arising under the Licensed Interest Documents or enter into any sole risk operation under any of the XXXx without first obtaining the Purchaser) or (ii) differs from the Budget approved in relation to the Wenlock Field as referenced in the AFEs in Schedule 5, in either case without the ’s prior consent of the Purchaser and for this purpose an increase in such Budget of more than 5 % or increase in any expenditure or capital commitment as shown in such Budget of more than 10 % shall be deemed to be material.thereto;
Appears in 1 contract
Samples: Sale and Purchase Agreement (Endeavour International Corp)
Interim Period. 4.1 During the Interim Period, (in so far as it falls after From the date of this Agreement) Agreement until Completion, each Seller shall (to the Seller shall:extent it is permitted to do so under the Interests Documents and subject to any confidentiality obligations by which they are bound):
4.1.1 continue to carry on its affairs their activities in relation to the Interests in the ordinary course and in accordance with good oil and gas field practice;
4.1.2 (promptly and to the extent that it is able so to do having regard to practicable in the provisions of the Licensed Interest Documents) circumstances consult with the Purchaser with regard in relation to the Interests where reasonably practicable and co-operate any material decision in connection with the Purchaser so as Interests, provided that nothing in this Clause 4.1.2 shall operate to ensure an efficient handover xxxxxx the discretion of the Interests on Completioneach Seller in exercising its votes in respect thereto;
4.1.3 notexcept as disclosed in the Disclosure Letter, not trade, relinquish, surrender, sell, assign or amend the Interests (or agree to do any of the foregoing in the future) without the Purchaser’s prior written approval of the Purchaser (such approval not to be unreasonably withheld or delayed), encumber, sell, assign ;
4.1.4 not amend or otherwise dispose agree to amend any of the Interests Documents or any part thereof, or purport to do waive any of its rights under the same;
4.1.4 not, Interests Documents without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed) enter into or agree to enter into or become party to any new licences, operating agreements, farm-in or farm-out agreements, unitisation agreements, transportation agreements, long term gas sale or supply agreements or any other material agreement or undertaking (by whatever name called) relating to the Interests or permit any other person to enter into or agree to enter in any such agreement on behalf of the Seller;
4.1.5 not, without the Purchaser’s prior written Purchaser (such approval (not to be unreasonably withheld or delayed), enter into or agree to enter into any contract for the sale of gas and/or other Petroleum products relating to the Interests or permit any other person to enter into or agree to enter in any such contract on behalf of the Seller;
4.1.6 maintain insurance in relation to the Interests (on behalf of and for the benefit of the Purchaser) to such extent and at such levels as would be in accordance with good oil and gas field practice and otherwise in accordance with the JDA;
4.1.7 not, without the Purchaser’s prior written approval (4.1.5 not to be unreasonably withheld or delayed), undertake or agree to undertake any sole-risk or non-consent activities in relation to the Interests;
4.1.8 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), amend, renew, terminate or agree to amend, renew or terminate any of the Licensed Interest Documents or waive or agree to waive any of its rights or remedies under the Licensed Interest Documents insofar as any such right or remedy is capable of relating to periods after the Economic Date or is in respect of Decommissioning and/or Environmental Liabilities;
4.1.9 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed) undertake any operations or commit to approve any work programmes on Block 49/12b and
4.1.10 notprogramme, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed):
(1) approve any budget, expenditure or capital commitment relating to any Interest the Interests involving expenditure in excess of one five hundred thousand Pounds Dollars (£100,000$500,000) (net Seller’s share) in any case other than:
(a) a. any such expenditure covered by any budget approved prior to the date of this Agreement; or
b. any such expenditure in respect of which the Purchaser has given its prior consent as referenced in Clause 4.2 belowwritten approval (not to be unreasonably withheld or delayed); or
(b) c. any expenditure necessitated by any emergency for the safeguarding of lives or property or the prevention of pollution (in which case the Seller Sellers shall consult with the Purchaser to the extent practicable in the circumstances consult with the Purchaser and in any event as soon as reasonably practicable inform the Purchasercircumstances).; or
(2) approve any work programme or budget which (i) differs materially from the 2008 Budget prepared for the purposes of the Interests (a copy of which in relation to the Tors Area has been provided to the Purchaser) or (ii) differs from the Budget approved in relation to the Wenlock Field as referenced in the AFEs in Schedule 5, in either case without the consent of the Purchaser and for this purpose an increase in such Budget of more than 5 % or increase in d. any expenditure agreed or capital commitment as shown in such Budget forming part of more than 10 % shall be deemed a process agreed pursuant to be material.any Interests Document including cash calls and Operator xxxxxxxx; and
Appears in 1 contract
Interim Period. 4.1 During the Interim Period, (in so far as it falls after the date of this Agreement) the Seller shallshall procure that the Company, unless otherwise agreed in writing by the Purchaser:
4.1.1 continue to carry on its affairs in relation to the Interests in the ordinary course and in accordance with good oil and gas field practice;
4.1.2 (to the extent that it is able so to do having regard to a) does not (by act or omission) breach any of the provisions of the Licensed Interest Documents) consult with Interests Documents applicable to it (and notifies the Purchaser with regard to in a timely manner of any facts or circumstances of which it becomes aware which indicate that there has been such breach by any other party or that such breach by the Interests where reasonably practicable and co-operate with the Purchaser so as to ensure an efficient handover Company has occurred);
(b) does not amend or terminate or waive any rights under any of the Interests on Completion;
4.1.3 notDocuments, without the Purchaser’s prior written approval (does not to be unreasonably withheld or delayed), encumber, sell, assign or otherwise dispose of the Interests or any part thereof, or purport to do any of the same;
4.1.4 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed) enter into or agree to enter into or become a party to any new licences, operating agreements, farm-in or farm-out agreements, unitisation agreements, transportation agreements, long term oil or gas sale or supply agreements or any other material agreement or undertaking (by whatever name called) relating to the Interests or permit any other person to enter into or agree to enter in any such agreement on behalf of the Seller;
4.1.5 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), enter into or agree to enter into any contract for the sale of gas and/or other Petroleum products relating to the Interests or permit any other person to enter into or agree to enter in any such contract on behalf of the Seller;
4.1.6 maintain insurance in relation to the Interests other than agreements entered into as Operator in the ordinary course of business and does not relinquish, surrender, sell, assign or amend the Interests (on behalf of and for the benefit or agree to do any of the Purchaserforegoing in the future) or agree to any sole risk operations or exercise any right of non-consent under the JOA, provided, however, that nothing in this clause 4.1(b) shall operate to restrict the Company taking any action it is legally or contractually required to take, however the Seller must inform the Purchaser a reasonable period before it takes any such extent action as contemplated by this clause 4.1(b);
(c) does not charge, transfer, assign or Encumber in any manner whatsoever the Shares or the Interests, or agree to do the same;
(d) does not approve any scheme or plan of arrangement, reconstruction, amalgamation, merger or demerger or any proceeding analogous to the same;
(e) does not borrow or incur any financial indebtedness in the nature of borrowing from or lending to any entity other than in the ordinary course of business as carried on at the date hereof and at such levels as would be in accordance with good oil and gas field past practice and otherwise applicable contractual obligations;
(f) prior to any meeting of the Operating Committee under the JOA, requests that Purchaser be allowed to participate in such meeting, and in any event consults with the Purchaser in respect of any material decision to be taken at such meeting and gives due regard to the Purchaser’s reasonable opinions in relation to such decision;
(g) notifies the Purchaser promptly of any Claim, legal proceedings, arbitration or expert determination made or instituted in connection with the Interests;
(h) makes available to the Purchaser all material information, data and other material reasonably requested by the Purchaser from time to time in relation to the Interests and the operations conducted in respect thereof;
(i) not allot or issue, or agree to allot or issue (whether by way of option over shares or the issue of any rights convertible into shares or otherwise), any additional shares in the Company;
(j) not make any alteration to the Articles of Association;
(k) not declare or pay any dividends;
(l) not acquire shares in any other company, or enter into any partnership or joint venture or acquire any assets other than a joint venture or assets forming part of the Interests;
(m) continue to maintain in full force and effect any policies of insurance in respect of the Interests and make and pursue all claims which can be made under such policies in respect of any loss of or damage to the Interests; and
(n) not change the tax residence of the Company;
(o) prior to any meeting with any Governmental Entity, request that Purchaser be allowed to participate in the meetings and will take Purchaser recommendations provided under consideration; and
(p) terminates, effective on or before Completion, all agreements and arrangements between the Company and any other member of the Seller’s Group.
4.2 Interim Period Petroleum Costs; Approved Budget & Schedule
(a) During the Interim Period, the Seller shall procure that the Company continues to carry on its business in accordance with the JDA;
4.1.7 notApproved Budget & Schedule, without and in the Purchaser’s prior written approval ordinary course of business as carried on at the date hereof and in accordance with past practice; provided, however, that before the Company (i) incurs expenses which exceed twenty percent (20%) of any line item or ten percent (10%) of the total amount set out in the Approved Budget & Schedule (“Non-Budgeted Expenditures”), or (ii) enters into any contract, agreement, arrangement or undertaking not contemplated by the Approved Budget & Schedule (a “Non-Budgeted Contract”), the Seller shall discuss with the Purchaser whether the Approved Budget & Schedule should be amended to include such Non-Budgeted Expenditures or Non-Budgeted Contract, and if the Seller and the Purchaser agree in writing, such Non-Budgeted Expenditures or Non-Budgeted Contract shall be deemed to be unreasonably withheld included in the Approved Budget & Schedule and shall not be considered to be Non-Budgeted Expenditures or delayeda Non-Budgeted Contract.
(b) Non-Budgeted Expenditures shall not be considered to be Interim Petroleum Costs for purposes of clauses 4.8 or 4.9 and shall not be taken into account in the determination of the Preliminary Adjustment or Final Adjustment; provided that if any Non-Budgeted Expenditures are funded out of the Company’s resources as at the Effective Date (and are not funded by the Seller pursuant to clause 4.9), such Non-Budgeted Expenditures shall be taken into account in the determination of the Preliminary Adjustment and Final Adjustment. The Seller shall procure that any Non-Budgeted Contracts contain express terms allowing them to be terminated at completion at no cost to the Company or novated by the Company to Seller or another member of Seller’s Group as a matter of right. The Seller shall also procure that each Non-Budgeted Contract is (i) terminated at or prior to Completion at no cost or expense to the Company or (ii) is novated by the Company at or prior to Completion to another member of Seller’s Group, in either case pursuant to a written instrument that expressly relieves the Company of any present or future liability under such Non-Budgeted Contract.
(c) During the Interim Period, the Purchaser may propose scopes of work not covered by the Approved Budget & Schedule (“Additional Work”), and the Purchaser and the Seller shall discuss whether the Approved Budget & Schedule should be amended to include such Additional Work. If any Additional Work is agreed in writing by the Purchaser and the Seller, such Additional Work shall be deemed an amendment to the Approved Budget & Schedule and the Company shall undertake or such Additional Work. If the Purchaser and the Seller do not agree to undertake any sole-risk or (such non-consent activities agreed Additional Work, the “Non-Agreed Work”), the Purchaser may undertake the Non-Agreed Work in relation its own name and for its own account.
4.3 The Purchaser shall hold in confidence all information furnished or disclosed to the Interests;
4.1.8 notPurchaser by the Seller or the Company or their Affiliates in connection with the transactions contemplated by this Agreement, without the Purchaser’s prior written approval Company, the Shares or the Interests (collectively, the “Interests Information”). However, the undertaking of confidentiality above shall not to be unreasonably withheld or delayed), amend, renew, terminate or agree to amend, renew or terminate any of the Licensed Interest Documents or waive or agree to waive any of its rights or remedies under the Licensed Interest Documents insofar as any such right or remedy is capable of relating to periods after the Economic Date or is in respect of Decommissioning and/or Environmental Liabilities;
4.1.9 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed) undertake any operations or commit extend to any work programmes on Block 49/12b and
4.1.10 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed):
(1) approve any expenditure or capital commitment relating to any Interest involving expenditure in excess of one hundred thousand Pounds (£100,000) in any case other thanInterests Information which is:
(a) any such expenditure in respect generally available to the public other than as a result of which a wrongful disclosure by the Purchaser has given or any of its prior consent as referenced in Clause 4.2 belowAffiliates or its or their representatives;
(b) available to the Purchaser on a non-confidential basis from a source other than the Seller or the Company if such source is entitled to disclose such information; or
(c) lawfully requested by a Governmental Entity, or is required to be disclosed by regulation of any recognised stock exchange or the SEC.
4.4 The Purchaser shall not, without the prior written consent of the Seller, release or disclose any Interests Information to any other person, except:
(a) to the Purchaser’s or its Affiliates’ officers, directors, employees, accountants, lawyers, representatives, agents, consultants, financial advisers, investors or lenders who need to know the Interests Information in connection with the implementation of the transactions contemplated by this Agreement, who are informed by the Purchaser of the confidential nature of the Interests Information and whom the Purchaser will ensure will observe the terms and conditions of this clause 4.4 without the benefit of this exception;
(b) to the Purchaser’s or its Affiliates’ contractors or suppliers who need to know the Interests Information in connection with any expenditure necessitated Non-Agreed Work; provided, however, that such contractors and suppliers shall agree in writing to be bound by confidentiality provisions that are no less restrictive than those in clauses 4.3 and 4.4; and
(c) in accordance with clause 13.1.
4.5 If Completion does not take place for any emergency reason provided for in this Agreement the safeguarding Purchaser shall remain bound by clauses 4.3 and 4.4, notwithstanding any termination of lives this Agreement, until the earlier of the fifth anniversary of such termination or property such time as it has entered into a separate undertaking of confidentiality on the same or similar terms in respect of the prevention Interests Information (and this clause 4.5 shall also survive until such time).
4.6 If this Agreement is terminated, the Purchaser shall, at the request of pollution (in which case the Seller, promptly return to the Seller shall (and delete from the Purchaser’s systems, to the extent practicable in the circumstances consult with the Purchaser and in any event as soon as that it is reasonably practicable inform the Purchaser).
(2and exercising reasonable endeavours) approve any work programme or budget which (ito do so, where electronically stored) differs materially from the 2008 Budget prepared for the purposes of all the Interests (a copy of which Information. The Purchaser shall continue to comply with clauses 4.3 and 4.4 in relation to the Tors Area has been provided to any Interests Information that remains electronically stored on the Purchaser) ’s or (ii) differs from its Affiliates’ and their employees’ and agents’ systems.
4.7 If Completion does take place, the Budget approved in relation to the Wenlock Field as referenced in the AFEs in Schedule 5, in either case without the consent undertaking of confidentiality of the Purchaser and for this purpose an increase in such Budget of more than 5 % or increase in any expenditure or capital commitment as shown in such Budget of more than 10 % contained herein shall be deemed superseded by the confidentiality provisions in the Interests Documents and shall be of no further effect to the extent that the Interests Information falls within the category of data and information which is subject to the separate confidentiality obligations under such Interests Documents, provided that the Seller shall, and shall procure that the Seller’s Group shall, keep confidential and shall not disclose the Interests Information or any information relating to the Interests Documents unless the same is in the public domain.
4.8 If Completion occurs, the total amount of Interim Period Petroleum Costs funded by the Seller pursuant to clause 4.9 shall be materialincluded in the determination of the Preliminary Adjustment in Schedule 8.
4.9 Seller shall fund from its own resources its share of all Interim Period Petroleum Costs up to an aggregate limit of two million four hundred thousand U.S. Dollars (US$2,400,000), but shall have no obligation to fund Interim Period Petroleum Costs in excess of such amount.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Harvest Natural Resources, Inc.)
