Common use of Non-Operator Clause in Contracts

Non-Operator. hereby represents and warrants, as of the date hereof and continuing until March 31, 2005, to and for the benefit of Operator and its successors and assigns, that the Leases identified in Exhibit B are in full force and effect in accordance with their terms and that there are no defaults by lessee thereunder and that the lessee has no obligation under any such Lease to drill any well for the production of any methane or other gas from coal beds or coal mines and that all amendments to each such Lease are identified in Exhibit B and that all consents required under such Leases to permit Operator to perform its obligations, and exercise its rights, contemplated hereby have been obtained including consents to the assignment of such Leases and interests in the Xxxxx and Well Acreage to Operator and to any affiliate of Operator or Non-Operator and to any limited partnerships and other entities from which Operator or Non-Operator receives funds to drill Xxxxx, true and correct copies of such consents having been furnished by Non-Operator to Operator on or prior to the execution of this Agreement. Non-Operator shall not agree to any amendment or other modification of any Lease identified in Exhibit B without the prior written consent of Operator. Non-Operator shall be solely responsible for the payment of, and shall pay, all delay rentals, minimum royalties and other amounts required to be paid under the Leases to keep the Leases in full force and effect and upon request of Operator, Non-Operator shall provide evidence of such payment in such detail as Operator may reasonably request; Non-Operator shall be entitled to recoup such delay rentals, minimum royalties and/or other amounts as may be provided in the Lease and to the extent Operator receives funds from the sale or other disposition of natural gas and oil produced from the Xxxxx which may be applied to such recoupment, it will pay such funds to Non-Operator. Operator and Non-Operator shall each pay its Proportionate Share of any shut-in royalties required to be paid under the Leases with respect to a Well. Additionally, Non-Operator shall comply with all other provisions of the Leases (except, subject to Section 2.3 hereof, the provisions to drill a minimum number of xxxxx), and take all other actions to otherwise keep the Leases in full force and effect, with respect to the property subject thereto exclusive of Well Acreage. Promptly after receipt of any notice, or any document or other writing, from any lessor of a Lease, any governmental or regulatory authority or agency or any other person, corporation or authority relating to any Lease or Well or any activities conducted on the property subject to the Leases or relating to any other matter concerning the drilling, completion or operation of one or more Xxxxx, or the transportation, compression, processing, marketing or sale of natural gas and/or oil produced therefrom, Non-Operator and Operator, as the case may be, shall provide the other with such notice, or document or other writing.

Non-Operator. hereby represents and warrants, as Without limitation of the date hereof provisions of Section 8.02 and continuing until March 318.03, 2005, to and for the benefit of Operator and its successors and assigns, Seller shall procure that the Leases identified in Exhibit B Company shall (i) exercise its Influence such that operations with respect to the Assets are in full force and effect carried out in accordance with their terms the applicable Participation Agreement and that there are no defaults by lessee thereunder any approved work program and that budget in the lessee has no obligation under any such Lease to drill any well for ordinary and usual course and in a manner consistent with past practices and in compliance with all applicable Laws, Consents and Permits; (ii) provide the production Buyer with copies of any methane reports and notices issued by the Working Interest Operator or any other gas from coal beds co-owner under the Participation Agreement and relating to material events, material developments or coal mines material expenses with respect to the Assets; (iii) advise the Buyer of any claim, legal proceedings or arbitration of which written notice has been received by the Company relating to the Assets; (iv) use its Influence to maintain the validity and that all amendments to each such Lease are identified in Exhibit B and that all consents required under such Leases to permit Operator to perform its obligationsfull effectiveness of the applicable Participation Agreement, and exercise its rightsall applicable Consents, contemplated hereby have been obtained including consents and Permits with respect to the assignment of such Leases Assets and interests in shall not, absent the Xxxxx and Well Acreage to Operator and to any affiliate of Operator or Non-Operator and to any limited partnerships and other entities from Buyer’s prior written consent, which Operator or Non-Operator receives funds to drill Xxxxx, true and correct copies of such consents having been furnished by Non-Operator to Operator on or prior to the execution of this Agreement. Non-Operator shall not agree be unreasonably withheld, conditioned or delayed, sell, trade, surrender, relinquish, assign, amend, waive material rights or create any Liens (except for Permitted Liens) over the Assets or any part thereof, or commit to any amendment or other modification of any Lease identified in Exhibit B without do the same; (v) absent the Buyer’s prior written consent otherwise, which consent shall not be unreasonably withheld, conditioned or delayed, exercise its Influence to not materially amend the terms of Operator. Nonany work program and budget; (vi) permit Buyer to observe meetings concerning the Assets where business of a material nature is being transacted, provided that (w) co-Operator owners of the Asset must permit such attendance, (x) such attendance must not result in any delay or postponement of any meeting if the observer is unavailable, (y) the Buyer shall not have any voting rights at any such meetings, and (z) such attendance shall be solely responsible for the payment ofsole purpose of observing managerial, accounting, finance or operational activities for the purposes of ensuring an orderly hand-over of the Business; (vii) absent the Buyer’s prior written consent otherwise, which consent shall not be unreasonably withheld, conditioned or delayed, exercise its Influence to not terminate (unless the term thereof expires pursuant to the provisions existing therein) or materially amend the terms of any Participation Agreement with respect to the Assets; and (ix) absent the Buyer’s prior written consent otherwise, which shall not be unreasonably withheld, conditioned or delayed, exercise its Influence to not terminate (unless the term thereof expires pursuant to the provisions existing therein) or materially amend the terms of any Material Contract with respect to the Assets; and (x) consult with Buyer regarding a new work program and budget under any Participation Agreement. For purposes of this Section, the term “Influence” means the use by the Seller and the Company of reasonable endeavours to achieve or procure to be achieved a particular result and to take or procure to be taken a particular action, including (A) notifying or requesting (if applicable) the parties to a Participation Agreement to take or refrain from taking such action, and shall pay, all delay rentals, minimum royalties and other amounts required to be paid under the Leases to keep the Leases in full force and effect and upon request of Operator, Non-Operator shall provide evidence of such payment in such detail as Operator may reasonably request; Non-Operator shall be entitled to recoup such delay rentals, minimum royalties and/or other amounts as may be provided in the Lease and to the extent Operator receives funds from the sale or other disposition of natural gas and oil produced from the Xxxxx which may be applied to such recoupment, it will pay such funds to Non-Operator. Operator and Non-Operator shall each pay its Proportionate Share of any shut-in royalties required to be paid under the Leases (B) with respect to a Wellcovenant or agreement of the Seller or the Company relating to the Participation Agreement, exercising any voting, consent, approval or waiver rights available to the Seller or the Company in a manner consistent with the applicable covenant or agreement, provided that such Influence shall not be exercised in a manner that it represents or potentially represents a breach of any Order or applicable Law. Additionally, Non-Operator shall comply with all other The provisions of the Leases (except, subject to Section 2.3 hereof, the provisions to drill a minimum number of xxxxx), and take all other actions to otherwise keep the Leases 8.02 in full force and effect, fine with respect to the property subject thereto exclusive of Well Acreage. Promptly after receipt of any notice, or any document or other writing, from any lessor of a Lease, any governmental or regulatory authority or agency or any other person, corporation or authority relating timing for Buyer’s consent shall apply mutatis mutandis to any Lease or Well or any activities conducted on the property subject to the Leases or relating to any other matter concerning the drilling, completion or operation of one or more Xxxxx, or the transportation, compression, processing, marketing or sale of natural gas and/or oil produced therefrom, Non-Operator and Operator, as the case may be, shall provide the other with such notice, or document or other writingthis Section.