Common use of Material Commitments Clause in Contracts

Material Commitments. (a) From the date hereof to the Closing Time, Vendor shall not, without Purchaser's prior written consent: (i) voluntarily assume any obligation or commitment with respect to the Assets, where Vendor's share of the expenditure associated with such obligation or commitment is estimated to exceed $25,000.00; (ii) surrender or abandon any of the Assets; (iii) amend or terminate any Leases or any agreement to which the Assets are subject, or enter into any material new agreement respecting the Assets; (iv) subject to Subclause 5.2(b), propose or initiate the exercise of any right (including bidding rights at Crown sales, rights under area-of mutual-interest provisions and Rights of First Refusal) or option relative to the Assets, or arising as a result of the ownership of the Assets, or propose or initiate any operations on the Lands which Vendor has not commenced or committed to as of the date hereof or the Effective Date; (v) sell, transfer, surrender, abandon or otherwise dispose of the Assets, except to the extent required to comply with Rights of First Refusal; (vi) resign or take any action which would result in Vendor's resignation or replacement as operator of any of the Assets for which Vendor is the current operator; or (vii) grant a security or any encumbrance with respect to any of the Assets; provided, however, that Vendor may assume such obligations or commitments and propose or initiate such operations or the exercise of any such right or option without Purchaser's prior consent if Vendor reasonably determines that such expenditures or actions are necessary for the protection of life or property or to otherwise deal with an emergency, in which case Vendor shall promptly notify Purchaser of such intention or actions and Vendor's estimate of the costs and expenses associated therewith. (b) If an operation or the exercise of any right or option available to Vendor with respect to the Assets is proposed in circumstances in which such operation or the exercise of such right or option would result in Purchaser incurring an obligation pursuant to Subclause 5.2(a), the following Paragraphs shall apply to such operation or the exercise of such right or option (hereinafter referred to as the "Proposal"): (i) Vendor shall promptly give Purchaser notice of the Proposal, describing the particulars in reasonable detail; (ii) Purchaser shall, not less than Twenty‑four (24) hours prior to the time Vendor is required to make its election with respect to the Proposal, advise Vendor, by notice, whether Purchaser wishes Vendor to exercise Vendor's rights with respect to the Proposal on Purchaser's behalf, provided that Purchaser's failure to make such election within such period shall be deemed to be Purchaser's election to not participate in the Proposal; (iii) Vendor shall use all commercially reasonable efforts to make the election authorized by Purchaser with respect to the Proposal within the period during which Vendor may respond to the Proposal; and (iv) Purchaser's election to not participate in any Proposal required to preserve the existence of any of the Assets or to avoid a penalty or similar loss or cost shall not entitle Purchaser to any reduction of the Purchase Price by reason thereof, and such termination shall not constitute a failure of Vendor's representations and warranties pertaining to such Assets, notwithstanding Clause 6.3.

Material Commitments. (a) From A. Until Closing, the date hereof to the Closing Time, Vendor shall not, without Purchaser's the prior written consentconsent of the Purchaser: (ia) voluntarily assume any obligation or commitment with respect to the Assets, where the Vendor's share of the expenditure associated with such obligation or commitment is estimated to exceed $25,000.00; (iib) surrender or abandon any of the Assets; (iiic) amend or terminate any the Leases or any agreement to which the Assets are subject, subject or enter into any material new agreement or commitment respecting the Assets; (ivd) subject to Subclause 5.2(b), propose or initiate the exercise of any right (including bidding rights at Crown sales, rights under area-area of mutual-mutual interest provisions and Rights rights of First Refusalfirst refusal) or option relative to the Assetsto, or arising as a result of the ownership of the Assets, or propose or initiate any operations on the Lands which Vendor has have not been commenced or committed to by the Vendor as of the earlier of the date hereof of this Agreement or the Effective Date, if such exercise or option would result in either an obligation of the Purchaser hereunder after the Effective Date or a material adverse effect on the value of any of the Assets; (ve) sell, transfer, surrender, abandon transfer or otherwise dispose of the Assets, except or any of them, subject to the extent required to comply with Rights provisions of First Refusal; (vi) resign or take any action which would result in Vendor's resignation or replacement as operator of any of the Assets for which Vendor is the current operatorClause 15.1; or (viif) grant a security interest or any encumbrance with respect to any of the Assets; provided. However, however, that the Vendor may assume such obligations or commitments and propose or initiate such operations or the exercise of any such right or option without Purchaser's the prior consent of the Purchaser, if the Vendor reasonably determines that such expenditures or actions are necessary for the protection of life or property or to otherwise deal with an emergencyproperty, in which case the Vendor shall promptly notify the Purchaser of such intention or actions and the Vendor's estimate of the costs and expenses associated therewith. (b) B. If an operation or the exercise of any right or option available to Vendor with respect to respecting the Assets is proposed in circumstances in which such operation or the exercise of such right or option would result in Purchaser incurring an obligation of the Purchaser pursuant to Subclause 5.2(a)5.2A, the following Paragraphs shall apply to such operation or the exercise of such right or option (hereinafter referred to as "the "Proposal"): (ia) the Vendor shall promptly give Purchaser notice of the ProposalProposal to the Purchaser, describing including with such notice the particulars of such Proposal in reasonable detail; (iib) the Purchaser shall, not less later than Twenty‑four twenty-four (24) hours prior to the time the Vendor is required to make its election with respect to the Proposal, advise the Vendor, by notice, whether Purchaser it wishes the Vendor to exercise Vendor's its rights with respect to the Proposal on behalf of the Purchaser's behalf, provided that Purchaser's failure of the Purchaser to make such election within such period shall be deemed to be Purchaser's an election by the Purchaser to not participate in the Proposal; (iiic) the Vendor shall use all commercially reasonable efforts to make the election authorized by the Purchaser with respect to the Proposal within the period during which the Vendor may respond to the Proposal; and (ivd) Purchaser's the election by the Purchaser not to not participate in any Proposal required to preserve the existence of any of the Assets or to avoid a penalty or similar loss or cost shall not entitle the Purchaser to any reduction of the Purchase Price by reason thereofin the event that the Vendor's interest therein is terminated as a result of such election, and such termination shall not constitute a failure of the Vendor's representations and warranties pertaining to such Assets, notwithstanding Clause 6.3.

Material Commitments. (a) From A. Until Closing, the date hereof to the Closing Time, Vendor shall not, without Purchaser's the prior written consentconsent of the Purchaser: (ia) voluntarily assume any obligation or commitment with respect to the Assets, where the Vendor's share of the expenditure associated with such obligation or commitment is estimated to exceed $25,000.00; (iib) surrender or abandon any of the Assets; (iiic) amend or terminate any the Leases or any agreement to which the Assets are subject, subject or enter into any material new agreement or commitment respecting the Assets; (ivd) subject to Subclause 5.2(b), propose or initiate the exercise of any right (including bidding rights at Crown sales, rights under area-area of mutual-mutual interest provisions and Rights rights of First Refusalfirst refusal) or option relative to the Assetsto, or arising as a result of the ownership of the Assets, or propose or initiate any operations on the Lands which Vendor has have not been commenced or committed to by the Vendor as of the earlier of the date hereof of this Agreement or the Effective Date, if such exercise or option would result in either an obligation of the Purchaser hereunder after the Effective Date or a material adverse effect on the value of any of the Assets; (ve) sell, transfer, surrender, abandon transfer or otherwise dispose of the Assets, except or any of them, subject to the extent required to comply with Rights provisions of First Refusal; (vi) resign or take any action which would result in Vendor's resignation or replacement as operator of any of the Assets for which Vendor is the current operatorClause 15.1; or (viif) grant a security interest or any encumbrance with respect to any of the Assets; provided. However, however, that the Vendor may assume such obligations or commitments and propose or initiate such operations or the exercise of any such right or option without Purchaser's the prior consent of the Purchaser, if the Vendor reasonably determines that such expenditures or actions are necessary for the protection of life or property or to otherwise deal with an emergencyproperty, in which case the Vendor shall promptly notify the Purchaser of such intention or actions and the Vendor's estimate of the costs and expenses associated therewith. (b) B. If an operation or the exercise of any right or option available to Vendor with respect to respecting the Assets is proposed in circumstances in which such operation or the exercise of such right or option would result in Purchaser incurring an obligation of the Purchaser pursuant to Subclause 5.2(a)5.2 A, the following Paragraphs shall apply to such operation or the exercise of such right or option (hereinafter referred to as "the "Proposal"): (ia) the Vendor shall promptly give Purchaser notice of the ProposalProposal to the Purchaser, describing including with such notice the particulars of such Proposal in reasonable detail; (iib) the Purchaser shall, not less later than Twenty‑four twenty-four (24) hours prior to the time the Vendor is required to make its election with respect to the Proposal, advise the Vendor, by notice, whether Purchaser it wishes the Vendor to exercise Vendor's its rights with respect to the Proposal on behalf of the Purchaser's behalf, provided that Purchaser's failure of the Purchaser to make such election within such period shall be deemed to be Purchaser's an election by the Purchaser to not participate in the Proposal; (iiic) the Vendor shall use all commercially reasonable efforts to make the election authorized by the Purchaser with respect to the Proposal within the period during which the Vendor may respond to the Proposal; and (ivd) Purchaser's the election by the Purchaser not to not participate in any Proposal required to preserve the existence of any of the Assets or to avoid a penalty or similar loss or cost shall not entitle the Purchaser to any reduction of the Purchase Price by reason thereofin the event that the Vendor's interest therein is terminated as a result of such election, and such termination shall not constitute a failure of the Vendor's representations and warranties pertaining to such Assets, notwithstanding Clause 6.3.

Material Commitments. During the Interim Period, Vendor will provide to Purchaser copies of all AFEs, notices and mail ballots that Vendor receives respecting the Assets and will not, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed: (a) From the date hereof to the Closing Time, Vendor shall not, without Purchaser's prior written consent: (i) voluntarily assume any new obligation or commitment with respect to respecting the Assets, where if Vendor's ’s share of the associated expenditure associated with such obligation or commitment is estimated to exceed twenty-five thousand ($25,000.00) dollars, except: (i) for amounts that Vendor is committed to expend or is deemed to authorize under the Title and Operating Documents without its specific authorization or approval; or (ii) to the extent that Vendor reasonably determines that those expenditures or actions are necessary for the protection of life and property in an emergency situation, provided that Vendor will promptly notify Purchaser of any such expenditure or action; (b) sell, transfer or otherwise dispose of any of the Assets, except for: (i) sales of Hydrocarbon Substances reasonably made by Vendor in the ordinary course of business under sales arrangements permitted herein; (ii) or to the extent required to comply with any Right of First Refusal; (c) surrender or abandon any of the Assets; (iiid) amend or any of the Title and Operating Documents (other than for processing of assignments by Third Parties in the ordinary course of business), terminate any Leases or any agreement to which of the Assets are subjectTitle and Operating Documents, or enter into any material new agreement respecting the Assets;Assets or vote on any mail ballot or other similar notice issued under the Title and Operating Documents; or (ive) subject to Clause 5.01 and Subclause 5.2(b6.02(a), propose or initiate the exercise of any right (including bidding rights at Crown sales, rights under area-of mutual-interest provisions and Rights of First Refusal) or option relative to the Assets, or options arising as a result of the ownership of the AssetsAssets (including rights under area of mutual interest provisions and any Right of First Refusal), or propose or initiate any operations on the Lands which Vendor has not commenced or committed to as of the date hereof or the Effective Date; (v) sell, transfer, surrender, abandon or otherwise dispose of the Assets, except to the extent required to comply with Rights of First Refusal; (vi) resign or take any action which would result in Vendor's resignation or replacement as operator of any of the Assets for which Vendor is the current operator; or (vii) grant a security or any encumbrance with respect to any of the Assets; provided, however, that Vendor may assume such obligations or commitments and propose or initiate such operations or the exercise of any such right or option without Purchaser's prior consent if Vendor reasonably determines that such expenditures or actions are necessary for the protection of life or property or to otherwise deal with an emergency, in which case Vendor shall promptly notify Purchaser of such intention or actions and Vendor's estimate of the costs and expenses associated therewith. (b) If an operation or the exercise of any right or option available to Vendor with respect to the Assets is proposed in circumstances in which such operation or the exercise of such right or option would result in Purchaser incurring an obligation pursuant to Subclause 5.2(a), the following Paragraphs shall apply to such operation or the exercise of such right or option (hereinafter referred to as the "Proposal"): (i) Vendor shall promptly give Purchaser notice if Vendor’s share of the Proposal, describing the particulars in reasonable detail; associated expenditure is estimated to exceed twenty-five thousand (ii$25,000.00) Purchaser shall, not less than Twenty‑four (24) hours prior to the time Vendor is required to make its election with respect to the Proposal, advise Vendor, by notice, whether Purchaser wishes Vendor to exercise Vendor's rights with respect to the Proposal on Purchaser's behalf, provided that Purchaser's failure to make such election within such period shall be deemed to be Purchaser's election to not participate in the Proposal; (iii) Vendor shall use all commercially reasonable efforts to make the election authorized by Purchaser with respect to the Proposal within the period during which Vendor may respond to the Proposal; and (iv) Purchaser's election to not participate in any Proposal required to preserve the existence of any of the Assets or to avoid a penalty or similar loss or cost shall not entitle Purchaser to any reduction of the Purchase Price by reason thereof, and such termination shall not constitute a failure of Vendor's representations and warranties pertaining to such Assets, notwithstanding Clause 6.3dollars.

Material Commitments. Prior to the Closing Date, Vendors will cause the Partnership to provide to Purchasers copies of all AFEs, notices and mall ballots that the Vendors or the Partnership receives respecting the Assets and will not on its own nor allow or permit the Partnership to [***] without the prior written consent of the Purchasers, which consent shall not be unreasonably withheld or delayed: (a) From assume any new obligation or commitment respecting the date hereof Assets, if Partnership’s share of the associated expenditure is estimated to the Closing Timeexceed [***] dollars, Vendor shall not, without Purchaser's prior written consentexcept: (i) voluntarily assume for amounts that Partnership is committed to expend or are deemed to authorize under the Title and Operating Documents without their specific authorization or approval; or (ii) to the extant that Partnership reasonably determines that those expenditures or actions are necessary for the protection of life and property, provided that Vendors will cause Partnership to promptly notify Purchasers of any obligation such expenditure or commitment with respect to action; (b) sell, transfer or otherwise dispose of any of the Assets, where Vendor's share except for: (i) sales of Petroleum Substances reasonably made by Partnership In the expenditure associated with such obligation or commitment is estimated to exceed $25,000.00ordinary course of business under sales arrangements permitted herein; (ii) or to the extent required to comply with any Right of First Refusal; (c) surrender or abandon any of the Assets; (iiid) amend or any of the Title and Operating Documents (other than for processing of assignments by Third Parties in the ordinary course of business), terminate any Leases or any agreement to which of the Assets are subjectTitle and Operating Documents, or enter into any material new agreement respecting the AssetsAssets or vote on any mail ballot or other similar notice issued under the Title and Operating Documents; (ive) subject to Subclause 5.2(b)[***] (f) amalgamate with, propose merge into or initiate the exercise of otherwise consolidate with any right (including bidding rights at Crown salesother Person or acquire, rights under area-of mutual-interest provisions and Rights of First Refusal) capitalize or option relative to the Assets, or arising as a result of the ownership of the Assets, or propose or initiate invest in any operations on the Lands which Vendor has not commenced or committed to as of the date hereof or the Effective Datebusiness; (vg) sellmake loans to any Person or incur any indebtedness for borrowed money or purchaser, transferissue, surrenderdeliver or sell or propose the purchase, abandon issuance, delivery or sale of any securities or assume, guarantee, or endorse or otherwise dispose as an accommodation become responsible for the obligation of the Assets, except to the extent required to comply with Rights of First Refusalany Person; (vih) resign hire any employees, or take increase the compensation paid to, or implement any action which would result in Vendor's resignation termination or replacement as operator of serverance arrangements with, any of the Assets for which Vendor is the current operator; or (vii) grant a security director or any encumbrance with respect to any of the Assets; providedofficer, however, that Vendor may assume such obligations or commitments and propose or initiate such operations or the exercise of any such right or option without Purchaser's prior consent if Vendor reasonably determines that such expenditures or actions are necessary for the protection of life or property or to otherwise deal with an emergency, in which case Vendor shall promptly notify Purchaser of such intention or actions and Vendor's estimate of the costs and expenses associated therewith. (b) If an operation or the exercise of any right or option available to Vendor with respect to the Assets is proposed in circumstances in which such operation or the exercise of such right or option would result in Purchaser incurring an obligation pursuant to Subclause 5.2(a), the following Paragraphs shall apply to such operation or the exercise of such right or option (hereinafter referred to as the "Proposal"): (i) Vendor shall promptly give Purchaser notice of the Proposal, describing the particulars in reasonable detail; (ii) Purchaser shall, not less than Twenty‑four (24) hours prior to the time Vendor is required to make its election with respect to the Proposal, advise Vendor, by notice, whether Purchaser wishes Vendor to exercise Vendor's rights with respect to the Proposal on Purchaser's behalf, provided that Purchaser's failure to make such election within such period shall be deemed to be Purchaser's election to not participate in the Proposal; (iii) Vendor shall use all commercially reasonable efforts to make the election authorized by Purchaser with respect to the Proposal within the period during which Vendor may respond to the Proposal; and (iv) Purchaser's election to not participate in any Proposal required to preserve the existence of any of the Assets or to avoid a penalty or similar loss or cost shall not entitle Purchaser to any reduction of the Purchase Price by reason thereof, and such termination shall not constitute a failure of Vendor's representations and warranties pertaining to such Assets, notwithstanding Clause 6.3.[***]

Material Commitments. (a) From Until Closing, the date hereof to the Closing Time, Vendor shall not, without Purchaser's the prior written consentconsent of the Purchaser: (i) voluntarily assume any obligation or commitment with respect to the Assets, where the Vendor's ’s share of the expenditure associated with such obligation or commitment is estimated to exceed $25,000.0010,000.00; (ii) surrender or abandon any of the Assets; (iii) amend or terminate any Leases or any agreement to which the Assets are subject, or enter into any material new agreement respecting the Assets; (iv) subject to Subclause 5.2(b), propose or initiate the exercise of any right (including bidding rights at Crown sales, rights under area-area of mutual-mutual interest provisions and Rights rights of First Refusalfirst refusal) or option relative to the Assetsto, or arising as a result of the ownership of the Assets, or propose or initiate any operations on the Lands which Vendor has have not been commenced or committed to by the Vendor as of the earlier of the date hereof of this Agreement or the Effective Date, if such exercise or option would result in either an obligation of the Purchaser hereunder after the Effective Date or a material adverse effect on the value of any of the Assets; (v) sell, transfer, surrender, abandon transfer or otherwise dispose of the Assets, except or any of them, subject to the extent required to comply with Rights provisions of First Refusal;Clause 13.1; or (vi) resign or take any action which would result in Vendor's resignation or replacement as operator of any of the Assets for which Vendor is the current operator; or (vii) grant a security interest or any encumbrance with respect to any of the Assets; provided. However, however, that the Vendor may assume such obligations or commitments and propose or initiate such operations or the exercise of any such right or option without Purchaser's the prior consent of the Purchaser, if the Vendor reasonably determines that such expenditures or actions are necessary for the protection of life or property or to otherwise deal with an emergencyproperty, in which case the Vendor shall promptly notify the Purchaser of such intention or actions and the Vendor's ’s estimate of the costs and expenses associated therewith. (b) If an operation or the exercise of any right or option available to Vendor with respect to respecting the Assets is proposed in circumstances in which such operation or the exercise of such right or option would result in Purchaser incurring an obligation of the Purchaser pursuant to Subclause Clause 5.2(a), the following Paragraphs Clauses shall apply to such operation or the exercise of such right or option (hereinafter referred to as the "Proposal"):) (i) the Vendor shall promptly give Purchaser notice of the ProposalProposal to the Purchaser, describing including with such notice the particulars of such Proposal in reasonable detail; (ii) the Purchaser shall, not less later than Twenty‑four twenty-four (24) hours prior to the time the Vendor is required to make its election with respect to the Proposal, advise the Vendor, by notice, whether Purchaser it wishes the Vendor to exercise Vendor's its rights with respect to the Proposal on behalf of the Purchaser's behalf, provided that Purchaser's failure of the Purchaser to make such election within such period shall be deemed to be Purchaser's an election by the Purchaser to not participate in the Proposal; (iii) the Vendor shall use all commercially reasonable efforts to make the election authorized by the Purchaser with respect to the Proposal within the period during which the Vendor may respond to the Proposal; and (iv) Purchaser's the election by the Purchaser not to not participate in any Proposal required to preserve the existence of any of the Assets or to avoid a penalty or similar loss or cost shall not entitle the Purchaser to any reduction of the Purchase Price by reason thereofin the event that the Vendor’s interest therein is terminated as a result of such election, and such termination shall not constitute a failure of the Vendor's ’s representations and warranties pertaining to such Assets, notwithstanding Clause 6.3.

Material Commitments. (a1) From the date hereof to of delivery of this executed Agreement until the Closing TimeDate, the Vendor shall not, without Purchaser's the prior written consentconsent of the Purchaser: (ia) voluntarily assume any obligation or commitment with respect to respecting the AssetsAssets which does not exist at the date of delivery of this executed Agreement, where if the Vendor's share of the associated expenditure associated with such obligation or commitment is estimated to exceed $25,000.00, except: (i) for amounts that the Vendor is committed to expend or is deemed to authorize under any agreements with respect to the Assets without its specific authorization or approval; or (ii) to the extent that the Vendor reasonably determines that those expenditures or actions are necessary for the protection of life and property, provided that the Vendor will promptly notify the Purchaser of any such expenditure or actions; (b) sell, transfer or otherwise dispose of any of the Assets, except for: (i) sales of production of Petroleum Substances reasonably made by the Vendor in the ordinary course of business under sales arrangements permitted herein; or (ii) to the extent required to comply with any Preferential Rights; (c) surrender or abandon any of the Assets; (iiid) amend or any of the agreements with respect to the Assets (other than for processing of assignments by third parties in the ordinary course of business), terminate any Leases or any agreement of the agreements with respect to which the Assets are subjectAssets, or enter into any material new agreement agreements respecting the Assets or vote on any mail ballot or other similar notice issued under the agreements with respect to the Assets; (ive) subject to Subclause 5.2(bClause 5.01 and Paragraph 5.02 (1) (a), propose or initiate the exercise of any right option arising as a result of the ownership of the Assets (including bidding rights at Crown sales, rights under area-area of mutual-mutual interest provisions and Rights of First Refusalany Preferential Rights) or option relative propose or initiate any operations with respect to the Assets, Assets that have not been commenced or arising committed to by the Vendor as a result of the ownership date of this Agreement, if that exercise or option would result in an obligation of the Purchaser after the date of this Agreement or a material adverse effect on the value of any of the Assets, or except that the Vendor may propose or initiate any operations on the Lands which Vendor has not commenced for, and may propose or committed to as initiate, the exercise of any right or option relative to, the date hereof or the Effective Date; (v) sell, transfer, surrender, abandon or otherwise dispose of the Assets, except to the extent required to comply with Rights of First Refusal; (vi) resign or take any action which would result in Vendor's resignation or replacement as operator preservation of any of the Assets for which Vendor is the current operatorLeases or Assets; or (viif) other than for Permitted Encumbrances, grant a security interest or any encumbrance with respect to any of the Assets; provided. (2) Following the Closing, howeverin any case where the Purchaser must be novated into the operating agreement or agreements governing any of the Assets, that the following provisions shall apply with respect to those Assets until the novation has occurred: (a) the Vendor may assume such obligations or commitments and propose or initiate such operations or shall maintain the exercise Assets (including the Leases) on behalf of any such right or option without the Purchaser at the Purchaser's prior consent sole cost and expense; (b) the Vendor shall not initiate any operations in respect of the Assets, except upon the written instruction of the Purchaser or if the Vendor reasonably determines that such expenditures or actions are necessary it is required for the protection of life or property or to otherwise deal with an emergencyproperty, in which case the Vendor may take such actions as it reasonably determines are required without the written instruction of the Purchaser and shall promptly notify the Purchaser of such intention or actions and the Vendor's estimate of the costs and expenses associated therewith. (b) If an operation or the exercise of any right or option available to Vendor with respect to the Assets is proposed in circumstances in which such operation or the exercise of such right or option would result in Purchaser incurring an obligation pursuant to Subclause 5.2(a), the following Paragraphs shall apply to such operation or the exercise of such right or option (hereinafter referred to as the "Proposal"): (i) Vendor shall promptly give Purchaser notice of the Proposal, describing the particulars in reasonable detail; (ii) Purchaser shall, not less than Twenty‑four (24) hours prior to the time Vendor is required to make its election with respect to the Proposal, advise Vendor, by notice, whether Purchaser wishes Vendor to exercise Vendor's rights with respect to the Proposal on Purchaser's behalf, provided that Purchaser's failure to make such election within such period shall be deemed to be Purchaser's election to not participate in the Proposal; (iii) Vendor shall use all commercially reasonable efforts to make the election authorized by Purchaser with respect to the Proposal within the period during which Vendor may respond to the Proposal; and (ivc) Purchaser's election the Vendor shall forthwith provide to not participate the Purchaser all authorizations for expenditure, notices, specific information and other documents in any Proposal required to preserve the existence of any respect of the Assets or which it receives and shall respond to avoid such authorizations for expenditure, notices, information and other documents pursuant to the written instructions of the Purchaser, if received on a penalty or similar loss or cost timely basis, provided that the Vendor may (but shall not entitle Purchaser be obliged to) refuse to any reduction of the Purchase Price by reason thereof, and such termination shall not constitute a failure of Vendor's representations and warranties pertaining follow instructions which it reasonably believes to such Assets, notwithstanding Clause 6.3be unlawful or in conflict with an applicable contract.

Material Commitments. (a) From the date hereof to the Closing Time, Vendor shall not, without Purchaser's prior written consent: (i) voluntarily assume any obligation or commitment with respect to the Assets, where Vendor's share of the expenditure associated with such obligation or commitment is estimated to exceed $25,000.00; (ii) surrender or abandon any of the Assets; (iii) amend or terminate any Leases or any agreement to which the Assets are subject, or enter into any material new agreement respecting the Assets; (iv) subject to Subclause 5.2(b), propose or initiate the exercise of any right (including bidding rights at Crown sales, rights under area-of mutual-interest provisions and Rights of First Refusal) or option relative to the Assets, or arising as a result of the ownership of the Assets, or propose or initiate any operations on the Lands which Vendor has not commenced or committed to as of the date hereof or the Effective Date, if such exercise or option would result in Purchaser incurring an obligation hereunder after the Effective Date or a material adverse effect on the value of any of the Assets; (v) sell, transfer, surrender, abandon or otherwise dispose of the Assets, except to the extent required to comply with Rights of First Refusal; (vi) resign or take any action which would result in Vendor's ’s resignation or replacement as operator of any of the Assets for which Vendor is the current operator; or (vii) grant a security or any encumbrance with respect to any of the Assets; provided, however, that Vendor may assume such obligations or commitments and propose or initiate such operations or the exercise of any such right or option without Purchaser's prior consent if Vendor reasonably determines that such expenditures or actions are necessary for the protection of life or property or to otherwise deal with an emergency, in which case Vendor shall promptly notify Purchaser of such intention or actions and Vendor's estimate of the costs and expenses associated therewith. (b) If an operation or the exercise of any right or option available to Vendor with respect to the Assets is proposed in circumstances in which such operation or the exercise of such right or option would result in Purchaser incurring an obligation pursuant to Subclause 5.2(a), the following Paragraphs shall apply to such operation or the exercise of such right or option (hereinafter referred to as the "Proposal"): (i) Vendor shall promptly give Purchaser notice of the Proposal, describing the particulars in reasonable detail; (ii) Purchaser shall, not less than Twenty‑four (24) hours prior to the time Vendor is required to make its election with respect to the Proposal, advise Vendor, by notice, whether Purchaser wishes Vendor to exercise Vendor's rights with respect to the Proposal on Purchaser's behalf, provided that Purchaser's failure to make such election within such period shall be deemed to be Purchaser's election to not participate in the Proposal; (iii) Vendor shall use all commercially reasonable efforts to make the election authorized by Purchaser with respect to the Proposal within the period during which Vendor may respond to the Proposal; and (iv) Purchaser's election to not participate in any Proposal required to preserve the existence of any of the Assets or to avoid a penalty or similar loss or cost shall not entitle Purchaser to any reduction of the Purchase Price by reason thereof, and such termination shall not constitute a failure of Vendor's representations and warranties pertaining to such Assets, notwithstanding Clause 6.3.