Common use of Operation of the Assets Clause in Contracts

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 agree to extend any statute of limitations with respect to Taxes or any extension of time with respect to a Tax assessment or deficiency for any Taxes, or make any change in any Tax elections with respect to the Assets. (b) Buyer acknowledges that Seller owns undivided interests in some or all of the Assets, and Buyer agrees that the acts or omissions of the other working interests owners shall not constitute a violation of the provisions of this ARTICLE 7, nor shall any action required by a vote of working interest owners constitute such a violation so long as Seller has voted its interests in a manner that complies with the provisions of this ARTICLE 7. Seller will, without penalty for the failure to do so except to the extent that the failure to give Buyer such notice has a Material Adverse Effect, notify Buyer of the occurrence of such event to the extent of Seller’s knowledge.

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 agree to extend any statute of limitations with respect to Taxes or any extension of time with respect to a Tax assessment or deficiency for any Taxes, or make any change in any Tax elections with respect to the Assets. (b) Buyer acknowledges that Seller owns undivided interests in some or all of the Assets, and Buyer agrees that the acts or omissions of the other working interests owners shall not constitute a violation of the provisions of this ARTICLE 7, nor shall any action required by a vote of working interest owners constitute such a violation so long as Seller has voted its interests in a manner that complies with the provisions of this ARTICLE 7. Seller will, without penalty for the failure to do so except to the extent that the failure to give Buyer such notice has a Material Adverse Effect, notify Buyer of the occurrence of such event to the extent of Seller’s knowledge.,

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 its 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 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 50,000 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 new 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 material 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 nonconsenting 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 agree to extend any statute of limitations with respect to Taxes or any extension of time with respect to a Tax assessment or deficiency for any Taxes, or make any change in any Tax elections with respect to the Assets. (b) Buyer acknowledges that Seller owns undivided interests in some or all of the Assets, and Buyer agrees that the acts or omissions of the other working interests owners shall not constitute a violation of the provisions of this ARTICLE Article 7, nor shall any action required by a vote of working interest owners constitute such a violation so long as Seller has voted its interests in a manner that complies with the provisions of this ARTICLE Article 7. Seller will, without penalty for the failure to do so except to the extent that the failure to give Buyer such notice has a Material Adverse Effect, notify Buyer of the occurrence of such event to the extent of Seller’s knowledge. (c) Promptly upon its discovery or identification of same, but in any event prior to Closing, Seller shall provide Buyer written notice of any matter Seller identifies that has a material adverse effect on or that constitutes a Breach of Seller’s representations or warranties under this Agreement.

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 its 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 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 '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 50,000 net to Seller’s '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 new material new contract or agreement relating to the Assets, or settle, compromise, 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, Agreements and other Assets, and properly pay all costs and expenses and perform all material 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 's past practices, (viii) not grant or create any preferential right to purchase, right of first opportunity, 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 nonconsenting 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 agree to extend any statute of limitations with respect to Taxes or any extension of time with respect to a Tax assessment or deficiency for any Taxes, or make any change in any Tax elections with respect to the Assets. (b) Buyer acknowledges that Seller owns undivided interests in some or all of the Assets, and Buyer agrees that the acts or omissions of the other working interests owners shall not constitute a violation of the provisions of this ARTICLE Article 7, nor shall any action required by a vote of working interest owners constitute such a violation so long as Seller has voted its interests in a manner that complies with the provisions of this ARTICLE Article 7. Seller will, without penalty for the failure to do so except to the extent that the failure to give Buyer such notice has a Material Adverse Effect, notify Buyer of the occurrence of such event to the extent of Seller’s 's knowledge. (c) Promptly upon its discovery or identification of same, but in any event prior to Closing, Seller shall provide Buyer written notice of any matter Seller identifies that has a material adverse effect on or that constitutes a Breach of Seller's representations or warranties under this Agreement.

Operation of the Assets. Between the date of this Agreement and the Closing Date, Seller will conduct the business relating to the Assets only in the Ordinary Course of Business. By way of example, and not as a limitation, during such period, Sellers will use commercially reasonable efforts to: (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 maintain the Assets and relating operate the Assets or cause the Assets to be operated in the period prior Ordinary Course of Business; (b) pay or cause to the transfer of operations to Buyerbe paid all bonuses and rentals, royalties, overriding royalties, shut-in royalties, and shall carry on its business with respect to the Assets in substantially the same manner as before execution of this Agreementminimum royalties and development and operating expenses, (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, current taxes 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 payments incurred with respect to the Assets except royalties held in connection with the renewal or extension suspense as a result of Assets after the Effective Time if granting or creating such title issues and that do not give any third party a right or requirement is a condition of such renewal or extension to cancel an interest in an Asset and then with prompt written notice of such action to Buyer, except for expenses being contested in good faith and for which adequate reserves have been provided; (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, (xc) maintain the Equipment personal property comprising part of the Assets in at least as good a condition as it is on the date hereof, subject to ordinary wear and tear exceptedtear; and, (d) safeguard and maintain confidential all records of a nonpublic nature (including without limitation geological and geophysical data and maps and interpretations thereof) that relate to the Assets. Similarly, between the date of this Agreement and Closing, Seller will not, except in the Ordinary Course of Business: (xia) take any action that would cause its representations or warranties to be materially incorrect as of the Closing Date; (b) abandon any Asset (except the abandonment of producing leases not make any change capable of producing in paying quantities after the expiration of their primary terms and having secured consent to such abandonment from Buyer); (c) commence, propose, or agree to participate in any method of accounting or accounting practice or policy single operation with respect to the AssetsXxxxx or Subject Leases with an anticipated cost in excess of $25,000 without notice to Buyer, and except for emergency operations; (xiid) not agree elect to extend any statute of limitations with respect to Taxes or any extension of time with respect to a Tax assessment or deficiency for any Taxes, or make any change participate in any Tax elections single operation proposed by a third party with respect to the Assets.Xxxxx or Subject Leases with an anticipated cost in excess of $25,000 without notice to Buyer, except for emergency operations; (be) Buyer acknowledges that Seller owns undivided interests terminate or materially amend or modify any Contract set forth on the Disclosure Schedule; (f) waive any right of material value under any Contract set forth on the Exhibit B or relating to the Xxxxx; (g) sell, lease, encumber or otherwise dispose of all or any portion of any Assets except sales of Hydrocarbons in some the Ordinary Course of Business; or (h) enter into any new production sales, processing, gathering or all of transportation agreement with respect to the Assets, and Buyer agrees that the acts or omissions of the other working interests owners shall Xxxxx not constitute a violation of the provisions of this ARTICLE 7, nor shall any action required by a vote of working interest owners constitute such a violation so long as Seller has voted its interests in a manner that complies with the provisions of this ARTICLE 7. Seller will, terminable at will without penalty for the failure to do so except to the extent that the failure to give by Buyer such after Closing on thirty (30) days notice has a Material Adverse Effect, notify Buyer of the occurrence of such event to the extent of Seller’s knowledgeor less.

Operation of the Assets. (a) From and after the date of execution of this Agreement, and subject Subject to the provisions of applicable operating and other agreementsagreements and the Pre-Closing Transactions, from the Effective Time to the Closing, Seller shall (i) during the period prior to the Closingand Seller shall cause its affiliates, including Company to), operate and administer the Assets in a good and workmanlike manner consistent with Seller and its affiliates' past practices, and (ii) make payment of all costs and expenses attributable subject to the ownership or operation consummation of the Assets and relating to the period prior to the transfer of operations to Buyer, and Pre-Closing Transactions) shall carry on its the business with respect to the Assets in substantially the same manner as before execution of this Agreement, . Seller shall use its (iiiand shall cause its affiliates to use their) not, without Buyer’s express written consent, commit reasonable efforts 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 preserve in full force and effect the LeasesProperties, Easements and 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 contracts included 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 agree to extend any statute of limitations with respect to Taxes or any extension of time with respect to a Tax assessment or deficiency for any Taxes, or make any change in any Tax elections with respect to the Assets. (b) From and after the date hereof until the Closing, Seller shall (and shall cause its affiliates to), except for emergency action taken in the face of risk to life, property or the environment, (i) submit to Buyer for prior written approval, all requests for operating or capital expenditures that involve individual commitments of more than Fifty Thousand Dollars and No/100 ($50,000) net to Company and the Current Owners, and all material proposed contracts and agreements relating to the Assets, (ii) consult with, inform and advise Buyer regarding all material matters concerning the operation, management and administration of the Assets and (iii) obtain Buyer's written approval prior to voting for any material matter under any operating, joint venture, partnership or similar agreement covering the Properties including, without limitation, any vote relating to reworking, recompleting or plugging an existing well. (c) Buyer acknowledges that Seller owns undivided interests in some or all that, prior to the consummation of the AssetsPre-Closing Transactions, the Current Owners own, and upon consummation of the Pre-Closing Transactions Company will own, an undivided interest in certain of the Properties, and Buyer agrees that the acts or omissions of the other working interests owners owners, joint venturers or partners who are not affiliated with any of Company or the Current Owners shall not constitute a violation of the provisions of this ARTICLE 7Article 5, nor shall any action required by a vote of working interest owners owners, joint venturers or partners constitute such a violation so long as Seller such party has voted its interests interest in a manner that complies with the provisions of this ARTICLE 7Article 5. Seller will, without penalty for the failure to do so except to To the extent that none of Company or Current Owners is the failure to give Buyer such notice has a Material Adverse Effect, notify Buyer operator or managing venturer or partner of any of the occurrence Properties, the obligations of such event parties in this Article 5 shall be construed to the extent require that such party use reasonable efforts (without being obligated to incur any expense or institute any cause of Seller’s knowledge.action) to

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 ownership to BuyerBuyers, 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 BuyerPrima’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 Buyers in excess of Twenty-Five Thousand Dollars ($100,000 25,000.00) 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 BuyerPrima, (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 BuyerPrima, (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 agree to extend any statute of limitations with respect to Taxes or any extension of time with respect to a Tax assessment or deficiency for any Taxes, or make any change in any Tax elections with respect to the Assets. (b) Each Buyer acknowledges that Seller owns undivided interests in some or all of the Assets, and each Buyer agrees that the acts or omissions of the other working interests interest owners shall not constitute a violation of the provisions of this ARTICLE Article 7, nor shall any action required by a vote of working interest owners constitute such a violation so long as Seller has voted its interests in a manner that complies with the provisions of this ARTICLE Article 7. Seller will, without penalty for the failure to do so except to the extent that the failure to give Buyer Prima such notice has a Material Adverse Effect, notify Buyer Prima of the occurrence of such event to the extent of Seller’s knowledge. (c) Promptly upon its discovery or identification of same, but in any event prior to the Closing, Seller shall provide Prima written notice of any matter Seller identifies that has a Material Adverse Effect on or that constitutes a Breach of Seller’s representations or warranties under this Agreement.

Operation of the Assets. From the Execution Date through the Closing, Regency HIG shall use reasonable efforts to cause the Business to be operated in the ordinary course (aother than in connection with the Haynesville Expansion Project, which shall be operated as provided for in Section 6.8) From and after and, without limiting the date generality or effect of execution of this Agreementthe foregoing, Regency HIG shall use reasonable efforts to cause RIGS to maintain the Assets, comply with all applicable Laws, and subject preserve intact the Business and its relationships with customers, suppliers and others having business relationships with RIGS, in each case in all material respects and as consistent with past practices employed with respect to the provisions Assets. Without limiting the generality or effect of applicable operating and other agreementsthe foregoing, Seller shall (i) during the period except as set forth on Schedule 6.7, prior to the Closing, operate and administer without the Assets prior written consent of the Investors, which consent shall not be unreasonably withheld, conditioned or delayed, neither Regency HIG nor the Company shall cause or allow the Company or RIGS to, except as otherwise permitted or required by the other terms of this Agreement or by the terms of any other Transaction Document: (a) amend its Organizational Documents; (b) liquidate, dissolve, recapitalize or otherwise wind up its business; (c) issue, grant or sell any equity interests, notes, bonds (or options or warrants) or any other securities or obligations convertible into or exchangeable for any of its equity interests; (d) declare or pay dividends or make any other distributions in a manner consistent respect of its equity interests, or purchase, redeem or otherwise acquire or retire for value any of its equity interests; (e) incur any Borrowed Money Debt other than Borrowed Money Debt that will be paid or otherwise discharged in full at or prior to the Closing by Regency HIG or its Affiliates (other than the Company or RIGS); (f) cancel, compromise, waive, release or settle any right, claim or lawsuit, other than in the ordinary course of business; provided that Regency HIG and/or the Company will consult with its past practicesInvestors prior to such cancellation, compromise, waiver, release or settlement if the amount involved or required to be paid under (i) any such single cancellation, compromise, waiver, release or settlement exceeds $500,000 or (ii) make payment all such cancellations, compromises, waivers, releases and settlements exceeds $500,000 in the aggregate; (g) except in the ordinary course of all costs and expenses attributable business or as contemplated by the Haynesville Expansion Project, terminate, amend in any material respect or grant a waiver of any material term of, or give any material consent with respect to, any Material Contract after the Execution Date; (h) subject to the ownership or operation any Encumbrance on any of the Assets and relating to or the period prior to RIGS Interests; (i) enter into any employment, deferred compensation, severance, consulting, non-competition or similar agreement involving any executive officer or other employee of RIGS or employ any Person as an employee of RIGS or the transfer Company; (j) make, change or revoke any election in respect of operations to BuyerTaxes, and shall carry on its business make any agreement or settlement with any Governmental Authority with respect to Taxes, file any amended Tax Return or consent to any extension or waiver of the Assets limitation period applicable to any Tax claim or assessment; (k) except as may be required as a result of a change in substantially the same manner as before execution of this Agreementapplicable Laws or GAAP, (iii) not, without Buyer’s express written consent, commit to participate change 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 Assetsrespect any accounting method; (l) sell, or settleassign, 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, lease or otherwise dispose of any Assets assets or properties, except in the ordinary course of business or obsolete assets or properties; (m) other than (i) to the extent necessary to satisfy the obligations of the Company or RIGS under applicable Law or (ii) in respect to an emergency situation as is reasonably necessary to protect human health and safety or the environment, or to provide for sales continuation of the operations and dispositions business of Hydrocarbons the Company or RIGS, in each case as determined by the Company or RIGS in its reasonable discretion, make or commit to make any capital expenditures not provided for in the Haynesville Expansion Budget in excess of $125,000 per month; (n) other than compliance filings or other routine tariff, comments, interventions or response filings made in the ordinary course of business consistent with Seller’s past practicesbusiness, make any substantive filings or submit any documents or information to FERC or any other Governmental Authority; (viiio) not grant merge or create any preferential right to purchase, right of first opportunityconsolidate with, or other transfer restriction purchase substantially all of the assets or requirement with respect to the Assets except in connection with the renewal business of, 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 agree to extend any statute of limitations with respect to Taxes or any extension of time with respect to a Tax assessment or deficiency for any Taxesequity interests in, or make any change an investment in any Tax elections with respect Person or make any loan to any Person (other than extensions of credit to customers in the Assets.ordinary course of business); (bp) Buyer acknowledges that Seller owns undivided interests in some except as otherwise contemplated by the Transaction Documents, enter into a transaction with another Regency Entity or all any of its Affiliates; or (q) take or agree to take any of the Assets, and Buyer agrees that the acts or omissions of the other working interests owners shall not constitute a violation of the provisions of this ARTICLE 7, nor shall any action required by a vote of working interest owners constitute such a violation so long as Seller has voted its interests in a manner that complies with the provisions of this ARTICLE 7. Seller will, without penalty for the failure to do so except to the extent that the failure to give Buyer such notice has a Material Adverse Effect, notify Buyer of the occurrence of such event to the extent of Seller’s knowledgeactions described above.

Operation of the Assets. Seller will, or, to the extent third parties operate the Assets, will take such steps as would a prudent non-operator to cause the operator to, (ai) From continue the routine operation of the Assets in the ordinary course of business and after as would a prudent operator, (ii) operate the Assets in conformity, in all material respects, with all applicable laws, and all applicable rules, regulations and orders of all governmental agencies having jurisdiction, and in conformity, in all material respects, with the terms of the Leases and all relevant Surface Agreements, Contracts and Permits (the “Basic Documents”), (iii) fulfill, in all material respects, all obligations under such Leases or other Basic Documents, and comply, in all material respects, with all obligations under such laws, rules, regulations and orders, (iv) to the best of its knowledge, properly account to third parties for proceeds of production from the Subject Interests (to the extent that it disburses such proceeds) (including placing proceeds in suspense where appropriate in accordance with prudent industry standards) and (v) maintain the machinery, improvements, equipment and other personal property and fixtures forming a part of the Assets in at least as good condition as it is on the date of execution of this Agreement, and subject to normal wear and tear. Where Seller is the provisions operator of applicable operating and other agreementsa Well or Subject Interest, Seller shall will (iunless removed without its consent) during remain the period operator of such Well or Subject Interest. Seller will not expend any funds, or make any commitments to expend funds or enter into any agreement which would obligate Seller to expend funds, or otherwise incur any other obligations or liabilities, in connection with the ownership or operation of the Assets after the Effective Date, other than routine expenses incurred in the normal operation of the existing xxxxx on the Subject Interests and emergency expenditures. Seller will not, without the prior written consent of Buyer, abandon, or consent to the Closingabandonment of, operate and administer any xxxxx located on the Assets, or take any other steps which represent a substantial departure from the current operational status of the Assets. Specifically in connection with, but not in limitation of, the foregoing, unless required for lease maintenance, to maintain a University Lands Development Unit Agreement or other instrument under which Seller holds title to any of the Assets in full force and effect, Seller will not propose the drilling of any additional xxxxx, or propose the deepening, plugging back or reworking of any existing xxxxx, or propose the conducting of any other operations which require consent under the applicable operating agreement, or propose the conducting of any other operations other than the normal operation of the existing xxxxx on the Assets and emergency expenditures, or propose the abandonment of any Xxxxx which are capable of producing in paying quantities; Seller will advise Buyer of any such proposals made by third parties, and will respond to each such proposal made by a third party in the manner consistent requested by Buyer. Seller shall promptly advise Buyer of any action required for lease maintenance of any of the Assets and act in the manner requested by Buyer. Seller will promptly notify Buyer of any emergency expenditures made. Seller will not sell, transfer or abandon any portion of the personal property forming a part of the Assets, other than the sale of hydrocarbons in the ordinary course of business and items of materials, supplies, machinery, equipment, improvements or other personal property or fixtures which are replaced with its past practicesan item of equal suitability and value free of liens and security interests other than Permitted Encumbrances, which replacement item will then, for the purposes of this Agreement, become part of the Assets. Seller will cause all undisputed expenses (iiincluding, without limitation, all bills for labor, materials and supplies used or furnished for use in connection with the Assets and all severance, production and similar taxes) make payment of all costs and expenses attributable liabilities relating to the ownership or operation of the Assets and relating to the period Assets, prior to the transfer date of operations Closing to Buyer, be promptly paid and shall carry on its business with respect to the Assets in substantially the same manner as before execution of this Agreement, (iii) discharged. Seller will not, without Buyer’s express written 's consent, commit to participate in the drilling of any welltake more, 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 operationless, 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 gas produced from the xxxxx located on any Subject Interest (or on units in force, (vwhich such properties participates) 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 than 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 's ownership of such renewal of Subject Interest would entitle Seller to take absent any gas balancing agreement 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 agree to extend any statute of limitations with respect to Taxes or any extension of time with respect to a Tax assessment or deficiency for any Taxes, or make any change in any Tax elections with respect to the Assetsarrangement. (b) Buyer acknowledges that Seller owns undivided interests in some or all of the Assets, and Buyer agrees that the acts or omissions of the other working interests owners shall not constitute a violation of the provisions of this ARTICLE 7, nor shall any action required by a vote of working interest owners constitute such a violation so long as Seller has voted its interests in a manner that complies with the provisions of this ARTICLE 7. Seller will, without penalty for the failure to do so except to the extent that the failure to give Buyer such notice has a Material Adverse Effect, notify Buyer of the occurrence of such event to the extent of Seller’s knowledge.

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 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 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) except in the case of an emergency and as reflected on Schedule 5.08, not, without Buyer’s 's express written consentconsent (which consent shall not be unreasonably withheld or delayed), 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 50,000 net to a Seller’s 's interest for each proposed operation, or terminate(iv) not enter into, materially amendamend in any material respect, or extend terminate any material Contract except in a manner consistent with past practices; provided, as to those Contracts affecting described on Schedule 7.01(a)(iv) which are due to expire or expected to be amended prior to the AssetsClosing Date, or it is agreed Seller may enter into a replacement, amendment, extension or commit to enter restatement thereof in a manner consistent with Seller's past practices and taking into account prevailing market conditions when any material new contract such replacement, amendment, extension or agreement relating to the Assets, or settle, compromise, or waive any material right relating to the Assetsrestatement is executed, (ivv) maintain insurance coverage on the Assets in the amounts and of the types presently in force, (vvi) maintain in full force and effect the Leases, the Surface Agreements, and other Assets, and properly pay all costs and expenses and perform all material obligations of the owner of the Assets promptly when due, (vivii) maintain all Permits, (viiviii) not transfer, sell, remove, hypothecate, encumber, or otherwise dispose of any Assets except for sales and dispositions of Hydrocarbons made in the ordinary course of business consistent with a Seller’s 's past practices, (viiixi) 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, (ixx) 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, (xxi) maintain the Equipment in at least as good a condition as it is on the date hereof, ordinary wear and tear excepted, (xixii) not make any change in any method of accounting or accounting practice or policy with respect to the Assets, and (xiixiii) not agree to extend any statute of limitations with respect to Taxes or any extension of time with respect to a Tax assessment or deficiency for any Taxes, or make any change in any Tax elections with respect to the Assets. (b) Buyer acknowledges that Seller owns undivided interests or contract rights in some or all of the Assets, and Buyer agrees that the acts or omissions of the other working interests owners owners, or parties thereto shall not constitute a violation of the provisions of this ARTICLE Article 7, nor shall any action required by a vote of working interest owners or parties thereto constitute such a violation so long as Seller has voted its interests in a manner that complies with the provisions of this ARTICLE Article 7. Seller will, without penalty for the failure to do so except to the extent that the failure to give Buyer such notice has a Material Adverse Effect, notify Buyer of the occurrence of such event to the extent of Seller’s 's knowledge.

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 Working 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 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 agree to extend any statute of limitations with respect to Taxes or any extension of time with respect to a Tax assessment or deficiency for any Taxes, or make any change in any Tax elections with respect to the Assets. (b) Buyer acknowledges that Seller owns undivided interests in some or all of the Assets, and Buyer agrees that the acts or omissions of the other working interests owners shall not constitute a violation of the provisions of this ARTICLE 7, nor shall any action required by a vote of working interest owners constitute such a violation so long as Seller has voted its interests in a manner that complies with the provisions of this ARTICLE 7. Seller will, without penalty for the failure to do so except to the extent that the failure to give Buyer such notice has a Material Adverse Effect, notify Buyer of the occurrence of such event to the extent of Seller’s knowledge.

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 as a reasonably prudent operator 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 Fifty Thousand Dollars ($100,000 50,000) net to Seller’s interest Working Interest for each proposed operation, or terminate, materially amend, or extend any Leases, Surface Agreements or 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 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 BuyerAssets, (ix) not elect to become a non-consenting non‑consenting party in any operation proposed by any other Person person or entity 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 agree to extend or waive any statute of limitations with respect to Taxes or any extension or waiver of time with respect to a Tax assessment or deficiency for any Taxes, or or, except in the ordinary course of business, make any change in any Tax elections with respect to the Assets or settle any Tax liability with respect to the Assets. (b) Buyer acknowledges that Seller owns undivided interests in some or all of the Assets, and Buyer agrees that the acts or omissions of the other working interests owners shall not constitute a violation of the provisions of this ARTICLE Article 7, nor shall any action required by a vote of working interest owners constitute such a violation so long as Seller has voted its interests in a manner that complies with the provisions of this ARTICLE Article 7. Seller will, without penalty for the failure to do so except to the extent that the failure to give Buyer such notice has a Material Adverse Effect, will promptly notify Buyer of the occurrence of such event to the extent of Seller’s knowledgeKnowledge. It is acknowledged and agreed that, as to those Assets operated by Seller, Seller does not guarantee or represent that Buyer will succeed Seller as operator but agrees to provide Buyer commercially reasonable assistance as to obtaining operatorship, and where possible, will vote for Buyer to succeed as operator.

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-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 agree to extend any statute of limitations with respect to Taxes or any extension of time with respect to a Tax assessment or deficiency for any Taxes, or make any change in any Tax elections with respect to the Assets. (b) Buyer acknowledges that Seller owns undivided interests in some or all of the Assets, and Buyer agrees that the acts or omissions of the other working interests owners shall not constitute a violation of the provisions of this ARTICLE 7, nor shall any action required by a vote of working interest owners constitute such a violation so long as Seller has voted its interests in a manner that complies with the provisions of this ARTICLE 7. Seller will, without penalty for the failure to do so except to the extent that the failure to give Buyer such notice has a Material Adverse Effect, notify Buyer of the occurrence of such event to the extent of Seller’s knowledge.

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 its 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 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 50,000 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 new material new contract or agreement relating to the Assets, or settle, compromise, 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, Agreements and other Assets, and properly pay all costs and expenses and perform all material 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, 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 nonconsenting 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 agree to extend any statute of limitations with respect to Taxes or any extension of time with respect to a Tax assessment or deficiency for any Taxes, or make any change in any Tax elections with respect to the Assets. (b) Buyer acknowledges that Seller owns undivided interests in some or all of the Assets, and Buyer agrees that the acts or omissions of the other working interests owners shall not constitute a violation of the provisions of this ARTICLE Article 7, nor shall any action required by a vote of working interest owners constitute such a violation so long as Seller has voted its interests in a manner that complies with the provisions of this ARTICLE Article 7. Seller will, without penalty for the failure to do so except to the extent that the failure to give Buyer such notice has a Material Adverse Effect, notify Buyer of the occurrence of such event to the extent of Seller’s knowledge. (c) Promptly upon its discovery or identification of same, but in any event prior to Closing, Seller shall provide Buyer written notice of any matter Seller identifies that has a material adverse effect on or that constitutes a Breach of Seller’s representations or warranties under this Agreement.

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 its 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 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 50,000 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 material 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 BuyerAssets, (ix) not elect to become a non-consenting nonconsenting 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 agree to extend any statute of limitations with respect to Taxes or any extension of time with respect to a Tax assessment or deficiency for any Taxes, or make any change in any Tax elections with respect to the Assets. (b) Buyer acknowledges that Seller owns undivided interests in some or all of the Assets, and Buyer agrees that the acts or omissions of the other working interests owners shall not constitute a violation of the provisions of this ARTICLE Article 7, nor shall any action required by a vote of working interest owners constitute such a violation so long as Seller has voted its interests in a manner that complies with the provisions of this ARTICLE Article 7. Seller will, without penalty for the failure to do so except to the extent that the failure to give Buyer such notice has a Material Adverse Effect, notify Buyer of the occurrence of such event to the extent of Seller’s knowledge. (c) Promptly upon its discovery or identification of same, but in any event prior to Closing, Seller shall provide Buyer written notice of any matter Seller identifies that has a Material Adverse Interference on or that constitutes a Breach of Seller’s representations or warranties under this Agreement.