Operation of the Assets. (a) From and after the date of execution of this Agreement, and subject to the provisions of applicable operating and other agreements, Seller shall (i) during the period prior to the Closing, operate and administer the Assets in a manner consistent with its past practices, (ii) make payment of all costs and expenses attributable to the ownership or operation of the Assets and relating to the period prior to the transfer of operations to Buyer, and shall carry on its business with respect to the Assets in substantially the same manner as before execution of this Agreement, (iii) not, without Buyer’s express written consent, commit to participate in the drilling of any well, or make or enter into any other commitments reasonably anticipated to require future capital expenditures by Buyer in excess of $100,000 net to Seller’s interest for each proposed operation, or terminate, materially amend, or extend any Contracts affecting the Assets, or enter into or commit to enter into any material new contract or agreement relating to the Assets, or settle, compromise, or waive any material right relating to the Assets, (iv) maintain insurance coverage on the Assets in the amounts and of the types presently in force, (v) maintain in full force and effect the Leases, the Surface Agreements, and other Assets, and properly pay all costs and expenses and perform all obligations of the owner of the Assets promptly when due, (vi) maintain all Permits, (vii) not transfer, sell, hypothecate, encumber, or otherwise dispose of any Assets except for sales and dispositions of Hydrocarbons made in the ordinary course of business consistent with Seller’s past practices, (viii) not grant or create any preferential right to purchase, right of first opportunity, or other transfer restriction or requirement with respect to the Assets except in connection with the renewal or extension of Assets after the Effective Time if granting or creating such right or requirement is a condition of such renewal or extension and then with prompt written notice of such action to Buyer, (ix) not elect to become a non-consenting party in any operation proposed by any other Person with respect to the Assets unless requested to do so in writing by Buyer, (x) maintain the Equipment in at least as good a condition as it is on the date hereof, ordinary wear and tear excepted, (xi) not make any change in any method of accounting or accounting practice or policy with respect to the Assets, and (xii) not agre...
Operation of the Assets. From the date of this Agreement to the Closing, Xxxxxxxx LLC shall (and Xxxxxxxx Corp shall cause Xxxxxxxx LLC to):
(i) Maintain and operate the Seller Operated Assets as a reasonably prudent operator in the ordinary course of business;
(ii) Pay or cause to be paid its proportionate share of all costs and expenses incurred in connection with the operation of the Assets;
(iii) Pay or cause to be paid all bonuses and rentals, royalties, overriding royalties, shut-in royalties, and minimum royalties and development and operating expenses, ad valorem, property, production, severance, excise, and similar taxes, and other payments incurred with respect to the Assets except (A) royalties held in suspense as a result of title issues and that do not give any third party a right to cancel an interest in an Asset and (B) expenses or royalties being contested in good faith, unless the nonpayment of such contested expenses or royalties could result in the loss of a Lease, in which case Xxxxxxxx LLC shall notify Buyer and obtain Buyer’s approval prior to withholding such payment;
(iv) Comply in all material respects with all applicable Laws, statutes, ordinances, rules, regulations and orders relating to the Assets;
(v) Maintain the personal property comprising part of the Seller Operated Assets in at least as good a condition as it is on the date hereof, subject to ordinary wear and tear;
(vi) Keep Buyer reasonably informed regarding current and proposed activities and operations relating to the Assets; and
(vii) Notify Buyer of ongoing activities and capital expenditures with respect to the Seller Operated Assets in excess of $25,000 per activity or expenditure, net to the interest constituting part of the Assets, other than recompletions (which in all cases are deemed approved by Buyer).
Operation of the Assets. Except as described in Schedule 5.21, since January 1, 2013, (a) all Assets operated by Panther have been operated only in the ordinary course of business consistent with past practices of Panther and Section 13.01 and (b) there has not been any material damage, destruction or loss with respect to the Assets. The representations and warranties in this Section 5.21 shall not apply to any of the Leases.
Operation of the Assets. During the period from the date of this ----------------------- Agreement to the Closing Date, the Sellers shall operate their businesses and the Assets as now operated and only in the ordinary course and shall take such actions as may be necessary to ensure that the representations and warranties of the Sellers set forth in this Agreement will be true and correct as of the Closing Date, and the Shareholders shall cause the Sellers to do so. By way of illustration only and not limitation, the Sellers shall take each such action as is set forth in Schedule 4.1 hereto, and the Shareholders shall cause the Sellers to do so.
Operation of the Assets. Between the date of this Agreement and the Closing, Seller shall use its commercially reasonable efforts to preserve intact the Assets except for transactions involving the Assets in the ordinary course of business.
Operation of the Assets. (a) From and after the date of execution of this Agreement, and subject to the provisions of applicable operating and other agreements, Seller shall (i) use commercially reasonable efforts during the period prior to the Closing, to operate and administer the Assets in a manner consistent with its past practices, (ii) make payment of all costs and expenses attributable to the ownership or operation of the Assets and relating to the period prior to the transfer of operations of the Assets, (iii) carry on its business with respect to the Assets in substantially the same manner as before execution of this Agreement, and (iv) use commercially reasonable efforts to preserve in full force and effect all Leases, Permits and Contracts that relate to the Assets in a manner consistent with its past practices. From and after the date of execution of this Agreement, it is understood that Seller may take the actions set forth in Schedule 3.10 (if any).
(b) Purchaser acknowledges that Seller owns undivided interests in some or all of the Assets, and Purchaser agrees that the acts or omissions of the other working interests owners shall not constitute a violation of the provisions of this Article VI, nor shall any action required by a vote of working interest owners constitute such a violation so long as Seller has voted its interest in a manner that complies with the provisions of this Article VI;
(c) Seller shall operate, or if Seller is not the operator, use commercially reasonable efforts to ensure that the operator operates the Assets and produces Hydrocarbons therefrom in its ordinary course of business and in accordance with applicable industry standards and the terms and conditions of all applicable Contracts and Laws
Operation of the Assets. (a) From and after the date of execution of this Agreement, and subject to the provisions of applicable operating and other agreements, Seller shall (and shall cause Operator to) (i) use commercially reasonable efforts during the period prior to the Closing to operate and administer the Assets in a manner consistent with its past practices, and to drill, complete and produce, as applicable, additional xxxxx as set forth and in accordance with the estimated timeline on Schedule 6.1(a), (ii) make payment of all costs and expenses attributable to the ownership or operation of the Assets and relating to the period prior to the transfer of operations of the Assets, and shall carry on its business with respect to the Assets in substantially the same manner as before execution of this Agreement, and (iii) use commercially reasonable efforts to preserve in full force and effect all Leases and Contracts that relate to the Assets in a manner consistent with its past practices.
(b) With respect to authorities for expenditure or similar matters presented to Seller on or after the date hereof and prior to the Closing, Seller shall, except for emergency actions taken in the face of risk to life, property, or the environment, submit to Purchaser for prior written approval, all requests for capital expenditures and all proposed contracts and agreements relating to the Assets that involve commitments of more than One Hundred Thousand Dollars ($100,000.00) on an 8/8ths basis.
(c) Except (i) as set forth on Schedule 6.1(a), (ii) as permitted under Section 6.1(b), or (iii) as expressly consented to in writing by Purchaser, Seller shall not, from and after the date hereof until the Closing:
(i) (A) enter into an agreement or contract that, if entered into on or prior to the date hereof, would have been required to be listed on Schedule 3.11 or (B) terminate (unless the term thereof expires pursuant to the provisions existing therein) or materially amend the terms of any Material Contract, except contracts terminable by Seller with notice of 90 days or less without penalty or detriment;
(ii) terminate (unless the term thereof expires pursuant to the provisions existing therein), materially amend, extend or surrender any rights under any Lease, permit or right-of-way (other than amending a Lease with respect to pooling or clarification of property descriptions or extending a Lease in order to avoid termination or forfeiture of such Lease);
(iii) transfer, sell, mortgage, pledge ...
Operation of the Assets. Except as described in Schedule 3.22, since the Effective Time and until the date hereof, (a) all Assets operated by Seller have been operated only in the ordinary course of business consistent with past practices of Seller and Section 5.1 and (b) there has not been any material damage, destruction or loss with respect to the Assets. The representations and warranties in this Section 3.22 shall not apply to any of the Leases.
Operation of the Assets. (a) Except as expressly provided by this Agreement, or as consented to in writing by the other parties to this Agreement, during the period from the date of this Agreement through the Closing Date, as to their respective interests in the Assets, each of the Sellers shall, or shall cause its representative(s) to:
(i) conduct its operation of the Assets in the usual and ordinary course thereof consistent with past practices; and
(ii) preserve, maintain and protect the Assets and operations related thereto as are now being conducted.
(b) Except (i) as expressly provided by this Agreement, (ii) as set forth on Section 5.1 of the Disclosure Letter or (iii) as consented to in writing by the other parties to this Agreement, during the period from the date of this Agreement through the Closing Date, as to their respective interests in the Assets, none of the Sellers shall, and shall cause their representative(s) not to:
(i) make any material change in any method of accounting or accounting principles, practices or policies other than those required by GAAP or Applicable Law;
(ii) make, amend or revoke any material election with respect to Taxes;
(iii) enter into any contract or agreement that would be a Material Contract if entered into prior to the date of this Agreement, terminate any Material Contract or amend any Material Contract in any material respect, in each case, other than in the ordinary course of business;
(iv) terminate or amend any transportation or tariff agreement with any shipper on the Na Kika Pipeline System or Delta Pipeline System, except for any tariff that would be cancelled, amended, or substituted in connection with the Transaction;
(v) terminate or cancel any contract to which Shell Chemical is a party to acquire refinery gas from a supplier for shipment on any of the RG Pipelines (provided that termination of any such contract as a result of the lapse of its term shall not constitute a breach of this clause (v));
(vi) purchase or otherwise acquire (including by lease) any asset or business related to the Assets for consideration other than in the ordinary course of business;
(vii) sell, lease, abandon or otherwise dispose of any of the Assets other than in the ordinary course of business;
(viii) take any action, refrain from taking any action, or enter into any agreement or contract that would result in the imposition of any Lien (other than Permitted Liens) on any of the Assets;
(ix) file any material lawsuit regarding the Assets;
(x) ...
Operation of the Assets. Section 7.01 Operation of the Assets Prior to Closing............... 20 Section 7.02 Operation of the Assets After Closing.................. 21 Section 7.03 Correction of Exhibits................................. 21 Section 7.04
