Operations after Effective Time. Seller agrees, from and after the date hereof until the Closing, except as expressly contemplated by this Agreement, as expressly consented to in writing by Buyer, or in situations wherein emergency action is taken in the face of risk to life, property or the environment, to, or to cause its affiliates to:
(a) operate the Assets in the usual, regular and ordinary manner consistent with past practice and in compliance with law in all material respects;
(b) maintain the books of account and records relating to the Assets in the usual, regular and ordinary manner, in accordance with the usual accounting practices of each such Person;
(c) not enter into a contract, or materially amend or change the terms of any such contract that would involve individual commitments of more than $100,000 or enter into any other material contract;
(d) not plug or abandon any Well located on the Assets without Buyer’s prior written consent;
(e) not transfer, sell, mortgage, pledge or dispose of any of the Assets other than the sale and/or disposal of Hydrocarbons in the ordinary course of business and, upon advance written notice to Buyer, sales of equipment that is no longer necessary in the operation of the Assets or for which comparable replacement equipment has been obtained and installed or create or suffer to exist any lien on the Assets other than a lien that is a Permitted Encumbrance;
(f) preserve in full force and effect and not waive, amend, change, revise or otherwise all oil and gas leases, operating agreements, easements, rights-of-way, permits, licenses and agreements that relate to the Assets;
(g) not grant or create any Preferential Purchase Right or other transfer restriction with respect to the Assets;
(h) not elect to go non-consent with respect to any operation with respect to the Assets;
(i) submit to Buyer for prior written approval, all requests for operating or capital expenditures relating to the Assets that involve individual commitments of more than $100,000;
(j) maintain any bonds, insurance, letters of credit, guarantees or deposits with any Governmental Authorities or any other Third Parties required or necessary for the operation of the Assets;
(k) maintain any consent, license, permit, grant or other authorization from any Governmental Authority required or necessary for the operation of the Assets; and
(l) obtain Buyer’s written approval prior to voting under any operating, joint venture, partnership or similar agreement, which approval shall no...
Operations after Effective Time. Pursuant to that certain Transition Services Agreement dated April 1, 2006 by and between Seller and Journey Operating L.L.C. ("Journey Operating") (the "Journey Transition Services Agreement"), Journey Operating is operating certain of the Assets on which Seller is the operator of record and shall continue to do so until such time as the Journey Transition Services Agreement terminates pursuant to the terms thereof. Seller agrees, from and after the date hereof until Closing, except as expressly contemplated by this Agreement or the Journey Transition Services Agreement, or as expressly consented to in writing by Buyer, or in situations wherein emergency action is taken in the face of risk to life, property or the environment, to use commercially reasonable efforts to, or cause Journey Operating to:
(a) Operate, or cause to be operated, the Assets in a good and workmanlike manner and in the usual, regular and ordinary manner consistent with past practice;
(b) maintain the books of account and records relating to the Assets in the usual, regular and ordinary manner, in accordance with the usual accounting practices of each such person;
(c) not enter into a material contract, or materially amend or change the terms of any such contract that would involve individual commitments of more than $50,000;
(d) not plug or abandon any well located on the Assets without Buyer's prior written consent;
(e) not transfer, sell, mortgage, pledge or dispose of any material portion of the Assets other than the sale and/or disposal of hydrocarbons in the ordinary course of business and sales of equipment that is no longer necessary in the operation of the Assets or for which replacement equipment has been obtained;
(f) preserve in full force and effect all oil and gas leases, operating agreements, easements, rights-of-way, permits, licenses, insurance (to the extent maintained by Seller) and agreements that relate to the Assets;
(g) submit to Buyer for prior written approval, all requests for operating or capital expenditures relating to the Assets that involve individual commitments of more than $50,000; and
(h) obtain Buyer's written approval prior to voting under any operating, joint venture, partnership or similar agreement or electing to non-consent any operation under an operating agreement. In order to reimburse the Seller for administrative overhead expenses incurred in order to operate the properties in accordance with this Section from the Effective Time to the Clo...
Operations after Effective Time. Seller agrees, from and after the date hereof until Closing, except as expressly contemplated by this Agreement, as expressly consented to in writing by Buyer, or in situations wherein emergency action is taken in the face of risk to life, property or the environment, to:
(a) operate the Assets in the usual, regular and ordinary manner consistent with past practice and in compliance with law in all material respects;
(b) maintain the books of account and records relating to the Assets in the usual, regular and ordinary manner, in accordance with the usual accounting practices of each such Person;
(c) not enter into a Contract, or materially amend or change the terms of any Contract, that would involve individual commitments of more than $50,000, or enter into any other material Contract;
(d) not plug or abandon any well located on the Assets without Buyer’s prior written consent;
(e) not transfer, sell, mortgage, pledge or dispose of any of the Assets other than the sale and/or disposal of Hydrocarbons in the ordinary course of business or create or allow any lien on any of the Assets, other than liens that would be Permitted Encumbrances;
(f) preserve in full force and effect all oil and gas leases, operating agreements, easements, rights-of-way, permits, licenses and agreements that relate to the Assets;
(g) submit to Buyer for prior written approval, all requests for operating or capital expenditures (including AFEs) relating to the Assets that involve individual commitments of more than $50,000; and
(h) obtain Buyer’s written approval prior to voting under any operating, joint venture, partnership or similar agreement pertaining to the Assets. In order to reimburse Seller for administrative overhead expenses incurred in order to operate the properties in accordance with this Section from the Effective Time to the Closing Date, Buyer shall pay Seller a monthly fee of $51,000, based upon the 51 xxxxx operated at a charge of $1,000 per month, prorated for any partial month.
Operations after Effective Time. Sellers agree, from and after the date hereof until the Closing, except as expressly contemplated by this Agreement, as expressly consented to in writing by Buyer, or in situations wherein emergency action is taken in the face of risk to life, property or the environment or if required by law, to:
(a) operate the properties included in the Assets in the usual, regular and ordinary manner consistent with past practice;
(b) maintain the books of account and records relating to the Assets in the usual, regular and ordinary manner, in accordance with its usual accounting practices;
Operations after Effective Time. Seller shall not (i) act in any manner -------------------------------- with respect to the Properties other than in the normal, usual and customary manner, consistent with prior practice; (ii) dispose of, encumber or relinquish any of the Properties (other than in the ordinary course of business or as a result of the expiration of a lease or other agreements or contracts that Seller has no right or option to renew); (iii) waive, compromise or settle any material right or claim with respect to any of the Properties; (iv) make capital or workover expenditures with respect to the Properties in an amount which exceeds $5,000.00 without Buyer's consent, except when required by an emergency when there shall have been insufficient time to obtain advance consent; (v) abandon any well unless required to do so by a governmental or regulatory agency or (vi) modify or terminate any lease or other material agreement or contract.
Operations after Effective Time. Except as set forth in Schedule 5.21, from the Effective Time to the date of this Agreement, Sellers have conducted their business with respect to the Assets in the ordinary course, consistent, in all material respects, with past practices.
Operations after Effective Time. After the Effective Time, Parent shall have sole and absolute discretion in the manner in which the business and activities of the Surviving Corporation and any other Affiliates of Parent are conducted, including without limitation all decisions concerning the scope and timing of any activities relating to product development, product and clinical testing, regulatory submissions and approval processing, product abandonment, marketing, changes in business plans and budgets, and any and all other actions relating to the operations and activities of the Surviving Corporation.
Operations after Effective Time. From and after the Effective ------------------------------- Time, Seller shall operate Company for the benefit of Purchaser and in the normal course of business with a view to maximizing the earnings of Company. Without limiting the generality of the foregoing, after the Effective Time, Seller shall continue to make any scheduled or required capital expenditures, collect and remit or credit to Company accounts all receivables and continue providing whatever services Seller or its affiliates have traditionally provided Company. Any cash credited to Company's account with Seller, or through any centralized cash management system maintained by Seller, shall be retained by or paid to Company at Closing without any adjustment of the Purchase Price and without being taken into account in preparation of the Effective Date Balance Sheet. Any receivables collected by Seller or any of its affiliates after the Effective Time which relates to the business of Company shall be promptly remitted to Purchaser. Seller shall designate one of its senior officers as a liaison person for the purpose of communicating with officers of Purchaser during the period from the Effective Time through the Closing and assuring compliance with this section.
Operations after Effective Time. Sellers agree, from and after the date hereof until the Closing, except as expressly contemplated by this Agreement, as expressly consented to in writing by Buyer, or in situations wherein emergency action is taken in the face of risk to life, property or the environment or if required by law, to:
(a) operate the properties included in the Assets in the usual, regular and ordinary manner consistent with past practice;
(b) maintain the books of account and records relating to the Assets in the usual, regular and ordinary manner, in accordance with its usual accounting practices;
(c) use commercially reasonable efforts to continue to drill and complete xxxxx in accordance with Sellers’ existing drilling plan for the Subject Interests and to continue to lease in accordance with Sellers’ existing leasing program related to the Subject Interests;
(d) except reasonably necessary in connection with conducting the drilling and completion operations and leasing program described in subparagraph (c) above, not enter into a material contract relating to the Assets, or materially amend or change the terms of any Contract that would involve individual commitments of more than $250,000;
(e) not plug or abandon any well located on the properties included in the Assets without Buyer’s prior written consent unless required to do so by an authorized regulatory agency or court;
(f) not transfer, sell, mortgage, pledge or dispose of any material portion of the Assets, other than the sale and/or disposal of hydrocarbons in the ordinary course of business and sales of equipment that is no longer necessary in the operation of the properties included in the Assets or for which replacement equipment has been obtained;
(g) maintain insurance coverage on the Assets presently furnished by nonaffiliated third parties in the amounts and of the types presently in force,
(h) use commercially reasonable efforts to maintain in full force and effect all Leases;
(i) maintain all material governmental permits and approvals affecting the Assets; and
Operations after Effective Time. Operations conducted by Seller after the Effective Time with respect to the Properties will be conducted on behalf of Buyer, and Buyer will pay Seller for operation, protection and maintenance of the Properties as follows:
(1) Buyer will pay Seller a fixed monthly rate per active producing well for operation and maintenance expenses (excluding workover costs, plugging and abandonment costs, and major costs). Such fixed monthly rate will be based on the average cost per active producing well situated on the Leases on Seller's accounting lease basis for the three months prior to the Effective Time;
(2) Buyer will reimburse Seller for all workover costs, plugging, abandoning and reabandoning costs, and other applicable costs and expenses that Seller incurs after the Effective Time, on an actual-cost basis; and
(3) Buyer will pay operation and administrative overhead to Seller at a rate equal to $500.00 per active producing well per month (prorated for partial months). These charges will be included in the Final Statement as provided in this Agreement.
