Common use of Operations Prior to Closing Clause in Contracts

Operations Prior to Closing. After the date of this Agreement and prior to the Closing, Seller shall use and maintain the Assets in substantially the same manner in which they have been used and maintained prior to this Agreement. Unless Seller and Buyer otherwise agree, Seller shall not enter into any agreement or transaction in relation to the Assets except such as are entered into in the ordinary course of business consistent with past practices. Seller shall not be obligated for any expenditures for purposes other than normal day-to-day operations between the execution of this Agreement and the Closing thereon. In the event that an expenditure for other purposes is proposed, contemplated, or necessary to maintain a property included in the Assets in the condition such property is as of the date of this Agreement, Seller shall elect (a) to make such expenditure to maintain such property in such condition, (b) to delete the property from the sale and to reduce the Purchase Price by the amount allocated to such property on Exhibit C, or (c) to cancel the sale and refund Buyer's $500,000.00 deposit amount without interest. Except as contemplated in the preceding sentence or unless Buyer and Seller otherwise agree, Seller shall not materially alter the Assets (other than the use of supplies and consumables) or remove any improvements, equipment or property which comprise the Assets (other than the use of supplies and consumables) with the exception of individual Assets (i) involving a fair market value of less than Two Thousand Dollars ($2,000.00) and (ii) sold or transferred to unaffiliated third parties or disposed of or consumed in the ordinary course of business. Seller shall promptly notify Buyer of any material matter affecting the Assets known to Seller which arises from the date of this Agreement to the date of Closing.

Operations Prior to Closing. After the date of this Agreement and prior to the Closing, Seller Seller, in its sole discretion, shall use and maintain the Assets in substantially the same manner in which they have been used and maintained prior to this Agreement. Unless Seller and Buyer otherwise agree, Seller shall not only enter into any agreement agreements or transaction transactions in relation to the Assets except such as which (i) individually involve a fair market value of less than Fifty Thousand United States dollars ($50,000.00), and (ii) are entered into in the ordinary course of business consistent with past practices. Seller shall not be obligated for any expenditures for purposes other than normal day-to-day operations between the execution of this Agreement or the Effective Date, whichever is the earlier and the Closing thereonClosing. In the event that an expenditure for purposes other purposes than day-to-day operations is proposed, proposed or contemplated, or necessary to maintain a property included in the Assets in the condition such property is as of the date of this Agreement, Seller shall elect (a) submit such proposal to Buyer for concurrence. Buyer will assume the risk of any consequences which arise as a result of Buyer's failure or refusal to approve and pay such expenditure. Additionally, after the signing of this Agreement and prior to Closing, Seller shall have the right to make any changes, repairs or modifications, or incur any expenditures necessary relative to the premises to prevent or react to an emergency or environmental incident. With regard to the preceding sentence, Seller shall attempt to secure 24 Buyer's consent prior to any such expenditure or action, however, Seller shall have the right to maintain effect such property in expenditure or action with or without such conditionapproval, (b) to delete the property from the sale and to reduce the Purchase Price by the amount allocated to such property on Exhibit C, or (c) to cancel the sale and refund Buyer's $500,000.00 deposit amount without interestacting as would any prudent operator under similar circumstances. Except as contemplated in the preceding sentence or unless Unless Buyer and Seller otherwise agree, Seller shall not materially alter the Assets (other than the use of supplies and consumables) or remove any improvements, equipment or property which comprise the Assets (other than the use of supplies and consumables) with ). If because of legally binding agreements which existed prior to the exception date of individual this Agreement, Seller, after the date of this Agreement, but prior to Closing, acquires assets related to the Assets (i) involving a fair market value or otherwise improves the Assets, the Purchase Price shall be increased by an amount equal to the consideration to be paid by Seller for such acquisition or improvement of less than Two Thousand Dollars ($2,000.00) the Assets, and (ii) sold the acquired asset or improvement shall be transferred to unaffiliated third parties or disposed of or consumed in the ordinary course of businesshereunder. Seller shall promptly notify Buyer of any material matter affecting the Assets known to Seller which arises from the date of this Agreement to the date of Closing.

Operations Prior to Closing. After the date of this Agreement and prior to the Closing, Seller shall use and maintain the Assets in substantially the same manner in which they have been used and maintained prior to this Agreement. Unless Seller and Buyer otherwise agree, Seller shall not only enter into any agreement agreements or transaction transactions in relation to the Assets except such as which (i) individually involve a fair market value of less than Ten United States dollars ($10,000.00), and (ii) are entered into in the ordinary course of business consistent with past practices. Seller shall not be obligated for any expenditures for purposes other than normal day-to-day operations between the execution of this Agreement and the Closing thereon. In the event that an expenditure for purposes other purposes than day-to-day operations is proposed, proposed or contemplated, or necessary to maintain a property included in the Assets in the condition such property is as of the date of this Agreement, Seller shall elect (a) submit such proposal to Buyer for concurrence. Buyer will assume its proportionate share of the risk of any consequences that arise as a result of Buyer's failure or refusal to approve and pay such expenditure. Additionally, after the signing of this Agreement and prior to Closing, Seller shall have the right to make any changes, repairs or modifications, or incur any expenditures necessary relative to the premises to prevent or react to an emergency or environmental incident. With regard to the preceding sentence, Seller shall attempt to secure Buyer's consent prior to any such expenditure or action, however, Seller shall have the right to maintain effect such property in expenditure or action with or without such conditionapproval, (b) to delete the property from the sale and to reduce the Purchase Price by the amount allocated to such property on Exhibit C, or (c) to cancel the sale and refund Buyer's $500,000.00 deposit amount without interestacting as would any prudent operator under similar circumstances. Except as contemplated in the preceding sentence or unless Unless Buyer and Seller otherwise agree, Seller shall not materially alter the Assets (other than the use of supplies and consumables) or remove any improvements, equipment or property which comprise the Assets (other than the use of supplies and consumables) with ). If because of legally binding agreements which existed prior to the exception date of individual this Agreement, Seller, after the date of Agreement, but prior to Closing, acquires assets related to the Assets (i) involving a fair market value or otherwise improves the Assets, the Purchase Price shall be increased by an amount equal to the consideration to be paid by Seller for such acquisition or improvement of less than Two Thousand Dollars ($2,000.00) the Assets, and (ii) sold the acquired asset or improvement shall be transferred to unaffiliated third parties or disposed of or consumed in the ordinary course of businesshereunder. Seller shall promptly notify Buyer of any material matter affecting the Assets known to Seller which arises from the date of this Agreement to the date of Closing.

Operations Prior to Closing. After the date of this Agreement and prior to the Closing, Seller shall use and maintain the Assets in substantially the same manner in which they have been used and maintained prior to this Agreement. Unless unless Seller and Buyer otherwise agree, Seller shall not only enter into any agreement agreements or transaction transactions in relation to the Assets except such as which (i) individually involve a fair market value of less than Fifty Thousand United States dollars ($50,000.00), and (ii) are entered into in the ordinary course of business consistent with past practices. Seller shall not be obligated for any expenditures for purposes other than normal day-to-day operations between after the execution of this Agreement or the Effective Date, whichever is the earlier, and shall recover any charges and expenses as part of the Closing thereonFinal Settlement Statement adjustments as appropriate. Such charges and expenses include, but are not limited to, those incurred pursuant to the authority for expenditures (“AFEs”) listed on Exhibit B hereto. In the event that an expenditure for purposes other purposes than day-to-day operations or those pursuant to the AFEs is proposed, proposed or contemplated, or necessary to maintain a property included in the Assets in the condition such property is as of the date of this Agreement, Seller shall elect (a) submit such proposal to Buyer for concurrence. Buyer will assume the risk of any consequences which arise as a result of Buyer’s failure or refusal to participate in or approve and pay such expenditure. Additionally, after the signing of this Agreement and prior to Closing, Seller shall have the right to make any changes, repairs or modifications, or incur any expenditures deemed necessary by Seller to prevent or react to an emergency or environmental incident. With regard to the preceding sentence, Seller shall attempt to secure Buyer’s consent prior to any such expenditure or action, however, Seller shall have the right to maintain cause or effect such property in expenditure or action with or without such conditionapproval, (b) to delete the property from the sale and to reduce the Purchase Price by the amount allocated to such property on Exhibit C, or (c) to cancel the sale and refund Buyer's $500,000.00 deposit amount without interestacting as would any prudent operator under similar circumstances. Except as contemplated in the preceding sentence or unless Unless Buyer and Seller otherwise agree, Seller shall not materially alter the Assets (other than the use of supplies and consumables) or remove any improvements, equipment or property which comprise the Assets (other than the use of supplies and consumables) with the exception of individual Assets (i) involving a fair market value of less than Two Thousand Dollars ($2,000.00) and (ii) sold or transferred to unaffiliated third parties or disposed of or consumed in the ordinary course of business). Seller shall promptly notify Buyer of any material matter affecting the Assets known to Seller which arises from the date of this Agreement to the date of Closing.

Operations Prior to Closing. After the date of this Agreement and prior to the Closing, Seller Seller, in its reasoned discretion, shall use and maintain the Assets in substantially the same manner in which they have been used and maintained prior to this Agreement. Unless Seller and Buyer otherwise agreeagree and Buyer’s consent shall not be unreasonably withheld, Seller shall not enter into approve any agreement capital work program, capital budget, capital expenditure, AFE or transaction capital commitment relating to any Asset involving a single expenditure in excess of One Hundred Thousand and No/100 US Dollars (US$100,000.00) or aggregate expenditures in excess of Two Million and No/100 US Dollars (US$2,000,000.00), and Seller shall carry on its activities in relation to the Assets except such as are entered into in the ordinary course of business consistent with past practices. If Closing occurs, Seller shall not be obligated for any such expenditures subsequent to the Effective Date. In the event that a capital expenditure in excess of the limits above for purposes other than normal day-to-day operations between is proposed or contemplated, Seller shall submit such proposal and authority for expenditure, together with all supporting backup information, to Buyer for concurrence. Buyer will assume the execution risk of any consequences that arise as a result of Buyer’s failure or refusal to approve and pay such expenditure. Additionally, after the signing of this Agreement and the Closing thereon. In the event that an expenditure for other purposes is proposed, contemplated, or necessary prior to maintain a property included in the Assets in the condition such property is as of the date of this AgreementClosing, Seller shall elect (a) have the right to make any changes, repairs or modifications, or incur any expenditures necessary relative to the premises to prevent or react to an emergency or environmental incident. With regard to the preceding sentence, Seller shall attempt to secure Buyer’s consent prior to any such expenditure or action; however, Seller shall have the right to maintain effect such property in expenditure or action with or without such conditionapproval, (b) to delete the property from the sale and to reduce the Purchase Price by the amount allocated to such property on Exhibit C, or (c) to cancel the sale and refund Buyer's $500,000.00 deposit amount without interestacting as would any prudent operator under similar circumstances. Except as contemplated in the preceding sentence or unless Unless Buyer and Seller otherwise agree, Seller shall not materially alter the Assets (other than the use of supplies and consumables) or remove any improvements, equipment or property which comprise the Assets (other than the use of supplies and consumables) with the exception of individual Assets (i) involving a fair market value of less than Two Thousand Dollars ($2,000.00) and (ii) sold or transferred to unaffiliated third parties or disposed of or consumed in the ordinary course of business). Seller shall promptly notify Buyer of any material matter affecting the Assets known to Seller which arises from the date of this Agreement to the date of Closing. In the event that any expense incurred by Seller pursuant to this Section involves the payment for work performed by an affiliate of Seller, the expenses to be paid to such affiliate shall be limited to the amount that would have been charged by an unaffiliated third party performing work for a like or similar service.