Common use of Restriction on Operations Clause in Contracts

Restriction on Operations. From the Execution Date to the Closing, subject to Section 8.1, unless Seller obtains the prior written consent of Buyer to act otherwise, which consent will not be unreasonably withheld (and which shall be deemed to have been given by Buyer if Buyer fails to respond to a request from Seller for such consent within 5 Business Days (or 48 hours if a rig is on location and such request reasonably relates to activities involving such rig) after receipt of such request), Seller will not (a) plug or abandon any part of the Assets, (b) approve or commit to any operations on the Assets anticipated in any instance to cost more than $250,000 per activity net to Seller’s interest and that are attributable to periods after the Execution Date (excepting emergency operations, ongoing commitments under existing AFE’s described on Section 6.22 of the Disclosure Schedule), (c) convey, dispose of or encumber any part of the Assets (other than replacement of equipment or sale of oil, gas, and other Hydrocarbons produced from the Assets in the regular course of business and other than pursuant to existing well-takeover provisions in existing agreements (i.e. provisions that allow a third Person to takeover a well and the associated leasehold interests if Seller or its successor in interest expects to plug and abandon a well)) or enter into any farmout, farmin or other similar contract affecting the Assets, (d) materially amend or modify, terminate or extend any contract material to the operation of the Assets, including the Material Agreements, (e) not expressly waive, release, assign, settle or compromise any claim, action or proceeding relating to the Assets, and (f) not grant or create any preferential right to purchase, right of first refusal, preferential purchase right, right of first negotiation, option, or transfer restriction or similar right, obligation, or requirement, with respect to the Assets.

Restriction on Operations. From the Execution Date to the Closing, subject Subject to Section 8.18.1(a), unless Seller obtains the prior written consent of Buyer to act otherwise, otherwise (which consent will shall not be unreasonably withheld (and which shall be deemed to have been given by Buyer if Buyer fails to respond to a request or delayed), from Seller for such consent within 5 Business Days (or 48 hours if a rig is on location and such request reasonably relates to activities involving such rig) after receipt the date of such request)execution of this Agreement until Closing, Seller will not (ai) plug or abandon any part of the AssetsAssets (except in the ordinary course of business or the abandonment of leases upon the expiration of their respective primary terms), (bii) approve except for the Capital Expenditures listed on Schedule 6.8, approve, propose to any third party or commit to commence any operations on the Assets anticipated in any instance to cost more than seventy-five thousand dollars ($250,000 75,000) per activity operation, net to Seller’s 's interest and that are attributable to periods after the Execution Date (excepting emergency operationsoperations required under presently existing contractual obligations, ongoing commitments under existing AFE’s described on Section 6.22 and operations undertaken to avoid a monetary penalty or forfeiture provision of the Disclosure Scheduleany applicable agreement or order all of which shall be deemed to be approved, provided that Seller immediately notifies Buyer of any emergency operation or operation to avoid monetary penalty or forfeiture excepted herein), (ciii) conveyencumber, convey or dispose of of, or encumber remove from the Lands, any part of the Assets (other than replacement sale or disposal of equipment replaced with items of comparable or superior quality or sale of oil, gas, and other Hydrocarbons produced from the Assets in the regular course of business and other than pursuant to existing well-takeover provisions in existing agreements business), (i.e. provisions that allow a third Person to takeover a well and the associated leasehold interests if Seller or its successor in interest expects to plug and abandon a well)iv) or enter into any farmout, farmout or farmin or other similar contract affecting the Assets, (dv) materially amend or modify, terminate or extend let lapse any contract material to the operation of the Assets, including the Material Agreements, (e) not expressly waive, release, assign, settle or compromise any claim, action or proceeding relating to the Assets, and (f) not grant or create any preferential right to purchase, right of first refusal, preferential purchase right, right of first negotiation, option, or transfer restriction or similar right, obligation, or requirement, insurance now in force with respect to the Assets, (vi) materially modify, or terminate prior to its stated expiration, any Material Agreement, (vii) make any non-consent elections with respect to operations affecting the Assets, (viii) relinquish any operating rights or other rights with respect to the Assets, (ix) enter into any agreements that would constitute a Material Agreement, provided that Seller will promptly notify Buyer of any agreements entered into affecting or related to any of the Assets (provided that any failure of Seller to provide notice to Buyer of any agreement entered into shall not constitute a breach of this Agreement); (x) subject any of the Assets to any partnership within the meaning of subchapter K of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended (the “Code”), or (xi) settle or compromise any claim or proceeding, or waive or extend any period of limitations, relating to Taxes attributable to any of the Assets.

Restriction on Operations. From the Execution Date date of this Agreement to the Closing, subject to Section 8.1Seller shall not, unless Seller obtains the prior written without Buyer’s consent of Buyer to act otherwise, (which consent will shall not be unreasonably withheld withheld): (and which shall i) Take any action that would cause its representations or warranties under this Agreement to be deemed to have been given by Buyer if Buyer fails to respond to a request from Seller for such consent within 5 Business Days materially incorrect (or 48 hours if a rig is on location with respect to representations and such request reasonably relates to activities involving such rigwarranties qualified by materiality or material adverse effect, incorrect in any respect) after receipt of such request), Seller will not (a) plug or abandon any part as of the AssetsClosing Date; (ii) Abandon any Seller-Operated Asset (except any Leases, after the expiration of its primary term if not capable of producing in paying quantities); (biii) approve Commence, propose, or commit agree to participate in any single operation with respect to any operations on of the Properties with an anticipated net cost with respect to the Assets anticipated in any instance to cost more of greater than $250,000 per activity net to Seller’s interest and that are attributable to periods after the Execution Date (excepting 10,000, except for emergency operations, operations required under presently existing contractual obligations disclosed pursuant to Section 4.26 and ongoing commitments under existing AFE’s described on AFEs disclosed pursuant to Section 6.22 4.26; (iv) Enter into, terminate, cancel, or materially amend or modify any Material Agreement or Lease, or enter into any new farmout, farmin or other similar contract affecting any Asset; (v) Make any change to a division order, revenue deck or expense deck relating to any Seller-Operated Asset that causes the Net Revenue Interest or Working Interest in such Asset to differ from that set forth for such Property on (vi) Make any other material change to a division order, revenue deck or expense deck relating to any Seller-Operated Asset without written notice to Buyer (for such purposes, a customary change to the ownership of an individual interest arising from a transfer by sale, gift or death shall not constitute a material change); (vii) Make any written or oral agreement allowing for the Disclosure Schedule)use of land covered by the Leases or the Units for mining purposes; (viii) Sell, (c) conveylease, encumber or otherwise dispose of all or encumber any part of the Assets (other than replacement of equipment or sale and sales of oil, gas, and other Hydrocarbons produced from the Assets in the regular ordinary course of business and other than pursuant to existing well-takeover provisions business); (ix) Permit the lapse of any insurance now in existing agreements (i.e. provisions that allow a third Person to takeover a well and the associated leasehold interests if Seller or its successor in interest expects to plug and abandon a well)) or enter into any farmout, farmin or other similar contract affecting the Assets, (d) materially amend or modify, terminate or extend any contract material to the operation of the Assets, including the Material Agreements, (e) not expressly waive, release, assign, settle or compromise any claim, action or proceeding relating force with respect to the Assets, and ; (fx) not grant Grant or create any preferential right to purchase, right of first refusal, preferential purchase rightnegotiation, right of first negotiationpurchase, option, or transfer restriction Transfer Restriction or similar right, obligation, obligation or requirement, requirement with respect to any Asset; (xi) Liquidate, dissolve, merge, consolidate, restructure, recapitalize or otherwise reorganize the AssetsSeller or make any other change in the capitalization of the Seller; (xii) Create, incur or assume any Indebtedness (excluding borrowings under the Seller Credit Facility in the ordinary course of business) or guarantee any such Indebtedness or create, incur or permit to exist any lien or encumbrance other than Permitted Encumbrances; (xiii) Amend or otherwise modify the Seller’s governing documents; or (xiv) Agree to do any of the foregoing.

Restriction on Operations. From the Execution Date date of this Agreement to the Closing, subject to Section 8.1Seller shall not, unless Seller obtains the prior written without Buyer’s consent of Buyer to act otherwise, (which consent will shall not be unreasonably withheld withheld): (and which shall i) Take any action that would cause its representations or warranties under this Agreement to be deemed to have been given by Buyer if Buyer fails to respond to a request from Seller for such consent within 5 Business Days materially incorrect (or 48 hours if a rig is on location with respect to representations and such request reasonably relates to activities involving such rigwarranties qualified by materiality or material adverse effect, incorrect in any respect) after receipt of such request), Seller will not (a) plug or abandon any part as of the AssetsClosing Date; (ii) Abandon any Seller-Operated Asset (except any Leases, after the expiration of its primary term if not capable of producing in paying quantities); (biii) approve Commence, propose, or commit agree to participate in any single operation with respect to any operations on of the Properties with an anticipated net cost with respect to the Assets anticipated in any instance to cost more of greater than $250,000 per activity net to Seller’s interest and that are attributable to periods after the Execution Date (excepting 10,000, except for emergency operations, operations required under presently existing contractual obligations disclosed pursuant to Section 4.26 and ongoing commitments under existing AFE’s described AFEs disclosed pursuant to Section 4.26; (iv) Enter into, terminate, cancel, or materially amend or modify any Material Agreement or Lease, or enter into any new farmout, farmin or other similar contract affecting any Asset; (v) Make any change to a division order, revenue deck or expense deck relating to any Seller-Operated Asset that causes the Net Revenue Interest or Working Interest in such Asset to differ from that set forth for such Property on Section 6.22 Exhibit B; (vi) Make any other material change to a division order, revenue deck or expense deck relating to any Seller-Operated Asset without written notice to Buyer (for such purposes, a customary change to the ownership of an individual interest arising from a transfer by sale, gift or death shall not constitute a material change); (vii) Make any written or oral agreement allowing for the Disclosure Schedule)use of land covered by the Leases or the Units for mining purposes; (viii) Sell, (c) conveylease, encumber or otherwise dispose of all or encumber any part of the Assets (other than replacement of equipment or sale and sales of oil, gas, and other Hydrocarbons produced from the Assets in the regular ordinary course of business and other than pursuant to existing well-takeover provisions business); (ix) Permit the lapse of any insurance now in existing agreements (i.e. provisions that allow a third Person to takeover a well and the associated leasehold interests if Seller or its successor in interest expects to plug and abandon a well)) or enter into any farmout, farmin or other similar contract affecting the Assets, (d) materially amend or modify, terminate or extend any contract material to the operation of the Assets, including the Material Agreements, (e) not expressly waive, release, assign, settle or compromise any claim, action or proceeding relating force with respect to the Assets, and ; (fx) not grant Grant or create any preferential right to purchase, right of first refusal, preferential purchase rightnegotiation, right of first negotiationpurchase, option, or transfer restriction Transfer Restriction or similar right, obligation, obligation or requirement, requirement with respect to any Asset; (xi) Liquidate, dissolve, merge, consolidate, restructure, recapitalize or otherwise reorganize the AssetsSeller or make any other change in the capitalization of the Seller; (xii) Create, incur or assume any Indebtedness (excluding borrowings under the Seller Credit Facility in the ordinary course of business) or guarantee any such Indebtedness or create, incur or permit to exist any lien or encumbrance other than Permitted Encumbrances; (xiii) Amend or otherwise modify the Seller’s governing documents; or (xiv) Agree to do any of the foregoing.

Restriction on Operations. From Subject to Section 10.1 and to the provisions of applicable operating agreements and other applicable contracts and agreements to the contrary, from the Execution Date to the Closing, subject to Section 8.1, unless Seller obtains without the prior written consent of Buyer Purchaser to act otherwise, which consent will shall not be unreasonably withheld (and which shall be deemed to have been given by Buyer if Buyer fails to respond to a request from Seller for such consent within 5 Business Days (withheld, delayed or 48 hours if a rig is on location and such request reasonably relates to activities involving such rig) after receipt of such request)conditioned, Seller will shall use its good faith efforts not to: (a) plug or abandon any part of the Acquired Assets, other than in the ordinary course of business, consistent with past practice; (b) approve any capital projects or commit to any operations Operations on the Acquired Assets anticipated in any instance to cost more than $250,000 per activity net to Seller’s interest the Interim Operation Approval Threshold and that are attributable to periods after the Execution Date Effective Time (excepting other than Drilling Costs with respect to the xxxxx set forth on Schedule 3.2(a)(ii), emergency operationsOperations, Operations required under existing contracts and agreements, ongoing commitments under existing AFE’s described on Section 6.22 ’s, and Operations undertaken to avoid a monetary penalty or forfeiture provision of the Disclosure Scheduleany applicable Acquired Lease, Acquired Contract, Permit, or Order), ; (c) convey, convey or dispose of or encumber any part of the Acquired Assets (other than the replacement of equipment Equipment or Operating Inventory, or the sale of oil, gas, and other Hydrocarbons produced from the Acquired Assets in the regular course Ordinary Course of business and other than pursuant to existing well-takeover provisions in existing agreements (i.e. provisions that allow a third Person to takeover a well and the associated leasehold interests if Seller or its successor in interest expects to plug and abandon a wellBusiness)) , or enter into any farmout, farmin farmin, or other similar contract affecting the Acquired Assets, ; or (d) materially amend or amend, modify, terminate or extend terminate, or waive any contract material provision under, any Acquired Lease or Material Contract (other than a termination or waiver pursuant to the operation terms of the Assets, including the such Acquired Lease or Material Agreements, (e) not expressly waive, release, assign, settle or compromise Contract without any claim, further affirmative action or proceeding relating conduct by Seller). Requests for approval of any action restricted by this Section 10.2 (and Section 10.1(a)(iii)) shall be delivered to the following individual who shall have full authority to grant or deny such requests for approval on behalf of Purchaser: Xxxx Xxxxxx Senior Vice President – Exploration 0000 Xxxxx Xxxxx Xxxxxx, Suite 1000 Tulsa, OK 74136 Phone (Work): (000) 000-0000 Phone (Mobile): (000) 000-0000 Fax: (000) 000-0000 Email: xxxx.xxxxxx@xxxxxxxx.xxx Purchaser’s approval of any action restricted by this Section 10.2 (and Section 10.1(a)(iii)) shall not be unreasonably withheld, delayed or conditioned and shall be considered granted in full within ten (10) days (unless a shorter time is reasonably required by the circumstances and such shorter time is specified in Seller’s notice) of Seller’s notice to Purchaser requesting such consent unless Purchaser notifies Seller to the contrary during that period. Purchaser acknowledges that Seller owns undivided interests in the Assets, and Purchaser agrees that the acts or omissions of third parties (f) not grant or create any preferential right to purchase, right including the applicable operators of first refusal, preferential purchase right, right of first negotiation, option, or transfer restriction or similar right, obligation, or requirement, with respect to the Assets) who are not Affiliates of Seller shall not constitute a violation of the provisions of this Section 10.2 (or Section 10.1(a)(iii)), nor shall any action required by a vote of working interest owners constitute such a violation so long as Seller and its Affiliates have voted their respective interests in a manner consistent with the provisions of this Section 10.2.

Restriction on Operations. From the Execution Date date of this Agreement to the Closing, subject to Section 8.1Seller shall not, unless Seller obtains the prior written and shall not permit any Company Entity to, without Buyer’s consent of Buyer to act otherwise, (which consent will shall not be unreasonably withheld withheld): (and which shall i) Take any action that would cause its representations or warranties under this Agreement to be deemed to have been given by Buyer if Buyer fails to respond to a request from Seller for such consent within 5 Business Days materially incorrect (or 48 hours if a rig is on location with respect to representations and such request reasonably relates to activities involving such rigwarranties qualified by materiality or material adverse effect, incorrect in any respect) after receipt of such request), Seller will not (a) plug or abandon any part as of the AssetsClosing Date; (ii) Abandon any Company-Operated Asset (except any Leases, after the expiration of its primary term if not capable of producing in paying quantities); (biii) approve Commence, propose, or commit agree to participate in any single operation with respect to any operations on of the Properties with an anticipated net cost with respect to the Assets anticipated in any instance to cost more of greater than $250,000 per activity net to Seller’s interest and that are attributable to periods after the Execution Date (excepting 25,000, except for emergency operations, operations required under presently existing contractual obligations disclosed pursuant to Section 4.26 and ongoing commitments under existing AFE’s described AFEs disclosed pursuant to Section 4.26; (iv) Enter into, terminate, cancel, or materially amend or modify any Material Agreement or Lease, or enter into any new farmout, farmin or other similar contract affecting any Asset; (v) Make any change to a division order, revenue deck or expense deck relating to any Company-Operated Asset that causes the Net Revenue Interest or Working Interest in such Asset to differ from that set forth for such Property on Section 6.22 Exhibit B; (vi) Make any other material change to a division order, revenue deck or expense deck relating to any Company-Operated Asset without written notice to Buyer (for such purposes, a customary change to the ownership of an individual interest arising from a transfer by sale, gift or death shall not constitute a material change); (vii) Make any written or oral agreement allowing for the Disclosure Schedule)use of land covered by the Leases or the Units for mining purposes; (viii) Sell, (c) conveylease, encumber or otherwise dispose of all or encumber any part of the Assets (other than replacement of equipment or sale and sales of oil, gas, and other Hydrocarbons produced from the Assets in the regular ordinary course of business and other than pursuant to existing well-takeover provisions business); (ix) Permit the lapse of any insurance now in existing agreements (i.e. provisions that allow a third Person to takeover a well and the associated leasehold interests if Seller or its successor in interest expects to plug and abandon a well)) or enter into any farmout, farmin or other similar contract affecting the Assets, (d) materially amend or modify, terminate or extend any contract material to the operation of the Assets, including the Material Agreements, (e) not expressly waive, release, assign, settle or compromise any claim, action or proceeding relating force with respect to the Assets, and ; (fx) not grant Grant or create any preferential right to purchase, right of first refusal, preferential purchase rightnegotiation, right of first negotiationpurchase, option, or transfer restriction Transfer Restriction or similar right, obligationobligation or requirement with respect to any Asset; (xi) Declare, set aside or pay any dividend or distribution, whether in cash, membership interests or property (or any combination thereof); issue, sell, purchase, redeem or otherwise acquire any membership interests or other equity interests of any Company Entity or issue any option, warrant or right relating to its membership interests or other equity interests or any securities convertible into or exchangeable for any membership interests or other equity interests; (xii) Liquidate, dissolve, merge, consolidate, restructure, recapitalize or otherwise reorganize any Company Entity or make any other change in the capitalization of any Company Entity; (xiii) Split, combine or reclassify any of the Company’s membership interests or other outstanding equity interests; (xiv) Enter into, or requirementotherwise become a party to, any contract relating to the voting, registration or transfer of any membership interests or other equity interests of any Company Entity; (xv) Create, incur or assume any Indebtedness (excluding borrowings under the Seller Credit Facility in the ordinary course of business) or guarantee any such Indebtedness or create, incur or permit to exist any lien or encumbrance other than Permitted Encumbrances; (xvi) Solely with respect to the AssetsCompany Entities, enter into any transaction with Seller or any Affiliate thereof; (xvii) Amend or otherwise modify any Company Entity’s governing documents; or (xviii) Agree to do any of the foregoing.

Restriction on Operations. From Except in the Execution Date case of an emergency (of which Trilogy will notify Buyer as soon as reasonably possible), Trilogy will promptly inform Buyer of all requests for commitments to expend funds in excess of $10,000.00 (net to Trilogy’s interest) with respect to the ClosingAssets and will not, subject to Section 8.1, unless Seller obtains without the prior written consent of Buyer Buyer: (1) enter into any new agreements or commitments with respect to act otherwise, which consent will not be unreasonably withheld the Assets; or (and which shall be deemed 2) commit to have been given by Buyer if Buyer fails or incur any single expenditure in excess of $10,000.00 (net to respond Trilogy’s interest) with respect to a request from Seller for such consent within 5 Business Days (or 48 hours if a rig is on location and such request reasonably relates to activities involving such rig) after receipt of such request), Seller will not (a) plug or abandon any part of the Assets. Under no circumstances, except with the written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, shall Trilogy; (b1) approve modify or commit terminate any Material Agreement, or waive or relinquish any right thereunder; (2) agree to any operations on credit or prepayment arrangement that would reduce the share of Hydrocarbons deliverable with respect to the Assets anticipated in any instance to cost more than $250,000 per activity net to Seller’s interest and that are attributable to periods after following the Execution Date Effective Date; (excepting emergency operations, ongoing commitments under existing AFE’s described on Section 6.22 of the Disclosure Schedule), (c3) convey, dispose of or encumber any part of the Assets (other than replacement of equipment or sale of oil, gas, and other Hydrocarbons produced from the Assets in the regular course of business and other than pursuant to existing well-takeover provisions in existing agreements (i.e. provisions that allow a third Person to takeover a well and the associated leasehold interests if Seller or its successor in interest expects to plug and abandon a well)) or enter into any farmoutagreement or instrument for the sale, farmin treatment, or other similar contract affecting transportation of production from the Assets; or (4) encumber, (d) materially amend sell or modify, terminate or extend otherwise dispose of any contract material to the operation of the Assets, including other than personal property that is replaced by equivalent property or consumed in the Material Agreementsnormal operation of the Assets or the sale of Hydrocarbons in the ordinary course of Trilogy’s business. Furthermore, (e) without the prior written consent of Buyer, which consent shall not expressly waivebe unreasonably withheld, releaseconditioned or delayed, assign, settle or compromise Trilogy will not elect not to participate in any claim, action or proceeding relating to the Assets, and (f) not grant or create any preferential right to purchase, right of first refusal, preferential purchase right, right of first negotiation, option, or transfer restriction or similar right, obligation, or requirement, Compulsory Proposed Operation described on Schedule 8.1.B that is proposed by a third party with respect to any Asset if the Assets.operator of such Asset has elected to participate in such operation. Buyer authorizes Xxxxx Xxxxxxxx, Vice President of Operations, to give the consents described herein to Trilogy. Said consents may be obtained in writing, by courier, or given by telecopy or facsimile transmission. Contact information for Xxxxx Xxxxxxxx is: c/o Synergy Resources Corporation 00000 Xxxxxxx 00 Xxxxxxxxxxx, XX 00000 Office: 000.000.0000 Mobile: 000.000.0000

Restriction on Operations. From Subject to Section 10.1 and to the provisions of applicable operating agreements and other applicable contracts and agreements to the contrary, from the Execution Date to the ClosingSecond Closing Date, subject to Section 8.1, unless Seller obtains without the prior written consent of Buyer Purchaser to act otherwise, which consent will shall not be unreasonably withheld (and which shall be deemed to have been given by Buyer if Buyer fails to respond to a request from Seller for such consent within 5 Business Days (withheld, delayed or 48 hours if a rig is on location and such request reasonably relates to activities involving such rig) after receipt of such request)conditioned, Seller will not shall not: (a) plug or abandon any part of the Acquired Assets, other than in the ordinary course of business, consistent with past practice; (b) fail to approve any capital projects or commit to any operations Operations on the Acquired Assets anticipated in any instance to cost more than $250,000 per activity net to Seller’s interest the Interim Operation Approval Threshold and that are attributable to periods after the Execution Date (excepting emergency operations, ongoing commitments under existing AFE’s described on Section 6.22 of the Disclosure Schedule), Effective Time; (c) convey, convey or dispose of or encumber any part of the Acquired Assets (other than replacement of equipment or the sale of oil, gas, and other Hydrocarbons produced from the Acquired Assets in the regular course Ordinary Course of business and other than pursuant to existing well-takeover provisions in existing agreements (i.e. provisions that allow a third Person to takeover a well and the associated leasehold interests if Seller or its successor in interest expects to plug and abandon a wellBusiness)) , or enter into any farmout, farmin farmin, or other similar contract affecting the Acquired Assets, ; or (d) materially amend or amend, modify, terminate or extend terminate, or waive any contract material provision under, any Acquired Lease or Material Contract (other than a termination or waiver pursuant to the operation terms of such Acquired Lease or Material Contract without any further affirmative action or conduct by Seller). Requests for approval of any action restricted by this Section 10.2 (and Section 10.1(a)(iii)) shall be delivered to either of the Assetsfollowing individuals, including each of whom shall have full authority to grant or deny such requests for approval on behalf of Purchaser: Xxxx Xxxxxxxx Phone: 000.000.0000 Email: xxxxxxxxx@xxxxxxxxx.xxx Purchaser’s approval of any action restricted by this Section 10.2 (and Section 10.1(a)(iii)) shall not be unreasonably withheld, delayed or conditioned and shall be considered granted in full within ten (10) days (unless a shorter time is reasonably required by the Material Agreements, (ecircumstances and such shorter time is specified in Seller’s notice) not expressly waive, release, assign, settle or compromise any claim, action or proceeding relating of Seller’s notice to Purchaser requesting such consent unless Purchaser notifies Seller to the contrary during that period. Purchaser acknowledges that Seller owns undivided interests in the Acquired Assets, and Purchaser agrees that the acts or omissions of third parties (fincluding the applicable operators of the Acquired Assets) who are not grant Affiliates of Seller shall not constitute a violation of the provisions of this Section 10.2 (or create Section 10.1(a)(iii)), nor shall any preferential right to purchase, right action required by a vote of first refusal, preferential purchase right, right working interest owners constitute such a violation so long as Seller and its Affiliates have voted their respective interests in a manner consistent with the provisions of first negotiation, option, or transfer restriction or similar right, obligation, or requirement, with respect this Section 10.2. Notwithstanding anything herein to the contrary, from and after the occurrence of the First Closing, (1) the covenant set forth in this Section 10.2 to be performed after the First Closing shall be construed and deemed limited to only the Second Closing Assets and not any First Closing Assets and (2) all references to “Acquired Assets” in this Section 10.2 shall automatically be deemed to be deleted and replaced with the term “Second Closing Assets”.

Restriction on Operations. From the Execution Date to the Closing, subject Subject to Section 8.18.1(a), unless Seller obtains the prior written consent of Buyer to act otherwise, which consent will may not be unreasonably withheld (and which shall be deemed to have been given by Buyer if Buyer fails to respond to a request from Seller for such consent within 5 Business Days (withheld, delayed, or 48 hours if a rig is on location and such request reasonably relates to activities involving such rig) after receipt of such request)conditioned, Seller will not (a) plug or abandon any part use good faith efforts within the constraints of the Assetsapplicable operating agreements and other applicable agreements not to: (1) except for AFEs as described on Schedule 6.2(a) of the Disclosure Letter, (b) all of which are deemed to be approved, approve or commit to any operations on the Assets anticipated in any instance to cost the owner of the Assets more than $250,000 100,000 per activity net to Seller’s interest and that are attributable to periods after the Execution Date (excepting emergency operationsoperations required under presently existing contractual obligations and operations necessary to avoid material monetary penalty or forfeiture provision of any Applicable Contract or order of any Governmental Authority, ongoing commitments under existing AFE’s described on Section 6.22 all of the Disclosure Schedulewhich will be deemed to be approved, provided Seller promptly notifies Buyer of any emergency operation or operation to avoid monetary penalty or forfeiture excepted herein), ; (c2) convey, convey or dispose of or encumber any part of the Assets (other than replacement of equipment or sale of oil, gas, and other Hydrocarbons produced from the Assets in the regular course of business and other than pursuant business); (3) except to existing well-takeover provisions the extent described in existing agreements (i.e. provisions that allow a third Person to takeover a well and Schedule 8.1(b) of the associated leasehold interests if Seller or its successor in interest expects to plug and abandon a well)) or Disclosure Letter, enter into any farmout, farmin new Applicable Contracts with obligations in excess of 30 days that cannot be terminated without penalty or other similar contract affecting fee; (4) let lapse any of Seller’s insurance now in force with respect to the Assets, ; (d5) materially amend or modify, terminate or extend any contract material except to the operation extent described in Schedule 8.1(b) of the AssetsDisclosure Letter, including modify or terminate any Material Agreement; (6) enter, or agree to enter, into any agreement that, if in existence as of the Execution Date, would be a Material AgreementsAgreement; or (7) except with respect to the Xxxxxxx Litigation, (e) not expressly waive, release, assign, settle or compromise any claim, action or proceeding relating to the Assets, and other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages not in excess of $100,000 individually or in the aggregate (f) not grant or create any preferential right excluding amounts to purchase, right of first refusal, preferential purchase right, right of first negotiation, option, or transfer restriction or similar right, obligation, or requirement, with respect to the Assetsbe paid under insurance policies).

Restriction on Operations. From the Execution Date to the Closing, subject Seller shall not, to Section 8.1the extent it has the Legal Right, unless Seller obtains the prior without Buyer’s written consent of Buyer to act otherwise, (which consent will shall not be unreasonably withheld withheld): (and which shall i) Take any action that would cause its representations or warranties under this Agreement to be deemed to have been given by Buyer if Buyer fails to respond to a request from Seller for such consent within 5 Business Days materially incorrect (or 48 hours if a rig is on location with respect to representations and such request reasonably relates to activities involving such rigwarranties qualified by materiality or material adverse effect, incorrect in any respect) after receipt of such request), Seller will not (a) plug or abandon any part as of the AssetsClosing Date; (ii) Consent to or cause the abandonment of any Asset (except after the expiration of the primary term of the applicable Lease if not capable of producing in paying quantities); (iii) Commence, (b) approve propose, or commit agree to participate in any single operation with respect to any operations on of the Assets with an anticipated in any instance net cost with respect to cost more the Assets of greater than $250,000 per activity net to Seller’s interest and that are attributable to periods after the Execution Date (excepting 100,000, except for emergency operations, operations required under presently existing contractual obligations disclosed pursuant to Section 4.21 and ongoing commitments under existing AFE’s described AFEs disclosed pursuant to Section 4.21; (iv) Enter into, terminate, cancel, or materially amend or modify any Material Agreement (except for marketing contracts, which are addressed in Section 6.1(d)) or Lease, or enter into any new farmout, farmin or other similar contract affecting any Asset; (v) Consent to or make any change to a division order, revenue deck or expense deck relating to any Asset that causes the Net Revenue Interest or Working Interest in such Asset to differ from that set forth for such Asset on Section 6.22 Exhibit A; (vi) Consent to or make any other material change to a division order, revenue deck or expense deck relating to any Asset (for such purposes, a customary change to the ownership of an individual interest arising from a transfer by sale, gift or death shall not constitute a material change); (vii) Consent to or make any written or oral agreement allowing for the Disclosure Schedule)use of land covered by the Leases for mining purposes; (viii) Sell, (c) conveylease, encumber or otherwise dispose of all or encumber any part of the Assets (other than replacement sales of equipment or sale of oil, gas, and other Hydrocarbons produced from the Assets in the regular ordinary course of business and other than pursuant to existing well-takeover provisions in existing agreements business); (i.e. provisions that allow a third Person to takeover a well and the associated leasehold interests if Seller or its successor in interest expects to plug and abandon a well)ix) or enter into any farmout, farmin or other similar contract affecting the Assets, (d) materially amend or modify, terminate or extend any contract material to the operation of the Assets, including the Material Agreements, (e) not expressly waive, release, assign, settle or compromise any claim, action or proceeding relating to the Assets, and (f) not grant Grant or create any preferential right to purchase, right of first refusal, preferential purchase rightnegotiation, right of first negotiationpurchase, option, or transfer restriction Transfer Requirement or similar right, obligation, obligation or requirement, requirement with respect to any Asset; (x) Liquidate, dissolve, merge, consolidate, restructure, recapitalize or otherwise reorganize Seller or make any other change in the Assetscapitalization of Seller; (xi) Amend or otherwise modify Seller’s governing documents; or (xii) Agree to do any of the foregoing.

Restriction on Operations. From the Execution Date to the ClosingExcept as set forth on Schedule 9.1(b)-Part 1, and subject to Section 8.19.1(a), unless Seller obtains the prior written consent of Buyer to act otherwise, which consent will not be unreasonably withheld (and which Seller shall be deemed to have been given by Buyer if Buyer fails to respond to a request from Seller for such consent within 5 Business Days (or 48 hours if a rig is on location and such request reasonably relates to activities involving such rig) after receipt of such request), Seller will not (ai) plug or abandon any part of the AssetsAssets (except in the ordinary course of business or the abandonment of Leases upon the expiration of their respective primary terms), (bii) except for the Seller Capital Expenditures listed on Schedule 7.8 and/or any operation which a Third Party operator undertakes pursuant to an operating agreement that does not require advance notice or obtaining consent of Seller, approve or commit to any operations on the Assets anticipated in any instance to cost the owner of the Assets more than One Hundred Thousand Dollars ($250,000 per activity 100,000) net to Seller’s interest and that are attributable to periods after the Execution Date per activity (excepting emergency operations, ongoing commitments under existing AFE’s described on Section 6.22 operations immediately necessary to protect human health and safety or the environment or prevent the destruction of the Disclosure ScheduleAssets, all of which shall be deemed to be approved), (ciii) conveyEncumber, convey or dispose of or encumber any part of the Assets (other than the (A) replacement of equipment or sale of oil, gas, and other Hydrocarbons produced from the Assets in the regular course of business business, and (B) conveyance of the Leases set forth on Schedule 9.1(b)-Part 2 made in exchange for other than undeveloped oil and gas properties located in the same geographic area and consisting of acreage that Seller reasonably and in good faith estimates is of greater value to Seller as such transferred and released Leases and any such replacement oil and gas leases shall be automatically added to Exhibit A-1 and shall be transferred to Buyer at Closing pursuant to existing well-takeover provisions in existing agreements the terms of this Agreement), (i.e. provisions that allow a third Person to takeover a well and the associated leasehold interests if Seller or its successor in interest expects to plug and abandon a well)iv) or enter into any Contract that if in effect on the Execution Date would be a Material Contract or any farmout, farmin farmin, purchase and sale agreement, development agreement, or other similar contract affecting the Assets, (dv) materially amend or modify, terminate or extend consent to letting lapse any contract material to the operation of the Assets, including the Material Agreements, (e) not expressly waive, release, assign, settle or compromise any claim, action or proceeding relating to the Assets, and (f) not grant or create any preferential right to purchase, right of first refusal, preferential purchase right, right of first negotiation, option, or transfer restriction or similar right, obligation, or requirement, insurance now in force with respect to the Assets, (vi) commence, release or settle any suit or litigation or waive any claims or rights of value, in each case, attributable to the Assets with respect to the period of time after the Effective Time or otherwise related to the Assumed Liabilities, provided that, if any such settlement or waiver includes any agreement with respect to disputed terms in any Contract that may become binding on Buyer after the Closing (including, the calculation of certain royalty payments) then such settlement shall be deemed to be attributable to the Assets after the Effective Time, (vii) voluntarily relinquish its position as operator with respect to any Asset that Seller or its Affiliates operated as of the Execution Date, (viii) make, change or revoke any Asset Tax or Property Tax election; change an annual accounting period for Asset Tax or Property Tax purposes; adopt or change any accounting method with respect to Asset Tax or Property Tax; file any amended Asset Tax or Property Tax return; enter into any closing agreement for Asset Tax or Property Tax purposes; settle or compromise any Asset Tax or Property Tax claim or assessment; or consent to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Asset Tax or Property Tax; in each case to the extent such action would adversely affect the Assets in a post-Closing Tax period; (ix) revoke any election made prior to the Closing in accordance with Treasury Regulations Section 1.761-2(b); (x) reduce or terminate (or cause to be reduced or terminated) any insurance coverage now held by Seller or its Affiliates covering the Assets, (xi) elect or be deemed to have elected to “non-consent”, or fail to participate in, the drilling or reworking of any well, any seismic program or any other operation which would cause Seller, any of its Affiliates or Buyer to suffer a penalty or lose or forfeit any interests in the Assets under any applicable operating agreement or Law, (xii) materially modify or terminate any Material Contract, or (xiii) commit to do any of the foregoing.

Restriction on Operations. From the Execution Date to the Closing, subject to Section 8.1Seller shall not, unless Seller obtains the prior written without Buyer’s consent of Buyer to act otherwise, (which consent will shall not be unreasonably withheld withheld): (and which shall i) Take any action that would cause its representations or warranties under this Agreement to be deemed to have been given by Buyer if Buyer fails to respond to a request from Seller for such consent within 5 Business Days incorrect in any material respect (or 48 hours if a rig is on location with respect to representations and such request reasonably relates to activities involving such rigwarranties qualified by materiality or material adverse effect, incorrect in any respect) after receipt of such request), Seller will not (a) plug or abandon any part as of the AssetsClosing Date; (ii) Abandon any Seller Operated Asset (except any Lease after the expiration of its primary term if not capable of producing in paying quantities); (iii) Commence, (b) approve propose, or commit agree to participate in any single operation with respect to any operations on the Assets Property with an anticipated in any instance to net cost more than $250,000 per activity net to Seller’s interest and that are attributable therein with respect to periods after the Execution Date (excepting such Property of greater than $50,000, except for emergency operations; (iv) Enter into, ongoing commitments under existing AFEterminate, cancel, or materially amend or modify any Material Agreement or Lease, or enter into any new farmout, farmin or other similar contract affecting any Asset; (v) Make any change to a division order, revenue deck or expense deck relating to any Asset that causes the Net Revenue Interest or Working Interest in such Asset to differ from that set forth for such Property on Exhibits A or B; (vi) Make any other material change to a division order, revenue deck or expense deck maintained by Seller relating to any Asset without written notice to Buyer (for such purposes, a customary change to the ownership of an individual interest arising from a transfer by sale, gift or death shall not constitute a material change unless such change impacts Seller’s described on Section 6.22 (or any of its Affiliate) ownership interest in the Disclosure Schedule)affected Asset; (vii) Make any written or oral agreement allowing for the use of land covered by the Leases, the Units, Xxxxx or Facilities for mining purposes; (cviii) conveySell, lease, sublease, transfer, farm out, dispose of or mortgage, pledge, or otherwise encumber all or any part of the Assets (other than replacement of equipment or sale equipment, Permitted Encumbrances and sales of oil, gas, and other Hydrocarbons produced from the Assets in the regular ordinary course of business and other than pursuant to existing well-takeover provisions business); (ix) Permit the lapse of any insurance now in existing agreements (i.e. provisions that allow a third Person to takeover a well and the associated leasehold interests if Seller or its successor in interest expects to plug and abandon a well)) or enter into any farmout, farmin or other similar contract affecting the Assets, (d) materially amend or modify, terminate or extend any contract material to the operation of the Assets, including the Material Agreements, (e) not expressly waive, release, assign, settle or compromise any claim, action or proceeding relating force with respect to the Assets, and , (fx) not grant Grant or create any preferential right to purchase, right of first refusal, preferential purchase rightnegotiation, right of first negotiationpurchase, option, or transfer restriction Transfer Requirement or similar right, obligation, obligation or requirement, requirement with respect to any Asset; or (xi) Agree to do any of the Assetsforegoing.