Common use of Restriction on Operations Clause in Contracts

Restriction on Operations. Subject to Section 7.1(a), unless Grantor obtains the prior written consent of Grantee to act otherwise, Grantor will use good-faith efforts within the constraints of the applicable operating agreements and other applicable agreements: (i) not to abandon any part of the Assets (except in the ordinary course of business or the abandonment of Lease(s) upon the expiration of their respective primary terms or if not capable of production in paying quantities), (ii) except for Capital Projects, Grantor will notify Grantee of, and will not commit to, any operation or activity involving the Assets that is reasonably anticipated to result in costs and expenses to the owner of the applicable Asset (net to Grantor’s interest) of at least Twenty-Five Thousand Dollars ($25,000.00) per activity (excepting emergency operations, operations required under presently existing contractual obligations disclosed pursuant to Section 5.22 and ongoing commitments under existing AFE’s disclosed pursuant to Section 5.22), (iii) not to convey or dispose of any part of the Assets (other than replacement of equipment or sale of oil, gas, and other liquid products produced from the Assets in the regular course of business) or enter into, materially amend, terminate, or extend any farmout, farming or other similar contract affecting the Assets, (iv) not to let lapse any insurance now in force with respect to the Assets, (v) not to modify or terminate any contract relating to the operation of the Assets, (vi) not to grant or create any preferential right to purchase, right of first negotiation, right of first purchase, Transfer Restriction or similar right, obligation or requirement with respect to the Assets; (vii) not to incur any material indebtedness or take, or fail to take, any action that would cause a Lien or encumbrance to arise or exist with respect to the Assets; and (viii) not to agree to do any of the foregoing.

Restriction on Operations. Subject to Section 7.1(a9.1(a), unless Grantor obtains Sellers obtain the prior written consent of Grantee Purchaser to act otherwise, Grantor Sellers will use good-faith efforts within the constraints of the applicable operating agreements and other applicable agreements: (i) not to abandon any part of the Assets (except in the ordinary course of business or the abandonment of Lease(s) upon the expiration of their respective primary terms or if not capable of production in paying quantities), (ii) except for Capital Projects, Grantor Sellers will notify Grantee Purchaser of, and will not commit to, any operation or activity involving the Assets that is reasonably anticipated to result in costs and expenses to the owner of the applicable Asset (net to Grantor’s interestSellers’ collective interests) of at least Twenty-Five Thousand Dollars ($25,000.0025,000) per activity (excepting emergency operations, operations required under presently existing contractual obligations disclosed pursuant to Section 5.22 7.24 and ongoing commitments under existing AFE’s disclosed pursuant to Section 5.227.24), (iii) not to convey or dispose of any part of the Assets (other than replacement of equipment or sale of oil, gas, and other liquid products produced from the Assets in the regular course of business) or enter into, materially amend, terminate, or extend any new farmout, farming farmin or other similar contract affecting the Assets, (iv) not to let lapse any insurance now in force with respect to the Assets, (v) not to modify or terminate any contract relating to the operation of the Assets, (vi) not to grant or create any preferential right to purchase, right of first negotiation, right of first purchase, Transfer Restriction or similar right, obligation or requirement with respect to the Assets; (vii) not to incur any material indebtedness or take, or fail to take, any action that would cause a Lien lien or encumbrance to arise or exist with respect to the Assets; and (viii) not to agree to do any of the foregoing.

Restriction on Operations. Subject From the Execution Date to the Closing, subject to Section 7.1(a)8.1, unless Grantor Seller obtains the prior written consent of Grantee Buyer to act otherwise, Grantor which consent will use good-faith efforts 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 the constraints 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 the applicable operating agreements and other applicable agreements: such request), Seller will not (ia) not to plug or abandon any part of the Assets (except in the ordinary course of business or the abandonment of Lease(s) upon the expiration of their respective primary terms or if not capable of production in paying quantities)Assets, (iib) except for Capital Projects, Grantor will notify Grantee of, and will not approve or commit to, to any operation or activity involving operations on the Assets that is reasonably anticipated in any instance to result in costs and expenses to the owner of the applicable Asset (cost more than $250,000 per activity net to GrantorSeller’s interest) of at least Twenty-Five Thousand Dollars ($25,000.00) per activity interest and that are attributable to periods after the Execution Date (excepting emergency operations, operations required under presently existing contractual obligations disclosed pursuant to Section 5.22 and ongoing commitments under existing AFE’s disclosed pursuant to described on Section 5.226.22 of the Disclosure Schedule), (iiic) not to convey or convey, dispose of or encumber any part of the Assets (other than replacement of equipment or sale of oil, gas, and other liquid products Hydrocarbons produced from the Assets in the regular course of businessbusiness 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, materially amend, terminate, or extend into any farmout, farming farmin or other similar contract affecting the Assets, (ivd) not to let lapse any insurance now in force with respect to the Assetsmaterially amend or modify, (v) not to modify terminate or terminate extend any contract relating material to the operation of the Assets, including the Material Agreements, (vie) 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 negotiationrefusal, preferential purchase right, right of first purchasenegotiation, Transfer Restriction option, or transfer restriction or similar right, obligation obligation, or requirement requirement, with respect to the Assets; (vii) not to incur any material indebtedness or take, or fail to take, any action that would cause a Lien or encumbrance to arise or exist with respect to the Assets; and (viii) not to agree to do any of the foregoing.

Restriction on Operations. Subject to Section 7.1(a8.1(a), unless Grantor Seller obtains the prior written consent of Grantee Buyer to act otherwiseotherwise (which shall not be unreasonably withheld or delayed), Grantor from the date of execution of this Agreement until Closing, Seller will use good-faith efforts within the constraints of the applicable operating agreements and other applicable agreements: not (i) not to abandon any part of the Assets (except in the ordinary course of business or the abandonment of Lease(s) leases upon the expiration of their respective primary terms or if not capable of production in paying quantitiesterms), (ii) except for the Capital ProjectsExpenditures listed on Schedule 6.8, Grantor will notify Grantee ofapprove, and will not commit to, propose to any operation third party or activity involving commence any operations on the Assets that is reasonably anticipated in any instance to result in costs and expenses to the owner of the applicable Asset cost more than seventy-five thousand dollars ($75,000) per operation, net to Grantor’s interest) of at least Twenty-Five Thousand Dollars ($25,000.00) per activity Seller's interest (excepting emergency operations, operations required under presently existing contractual obligations disclosed pursuant obligations, and operations undertaken to Section 5.22 and ongoing commitments under existing AFE’s disclosed pursuant avoid a monetary penalty or forfeiture provision of any applicable agreement or order all of which shall be deemed to Section 5.22be approved, provided that Seller immediately notifies Buyer of any emergency operation or operation to avoid monetary penalty or forfeiture excepted herein), (iii) not to encumber, convey or dispose of of, or 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 liquid products Hydrocarbons produced from the Assets in the regular course of business), (iv) enter into any farmout or enter into, materially amend, terminate, or extend any farmout, farming or other similar contract farmin affecting the Assets, (ivv) not to let lapse any insurance now in force with respect to the Assets, (vvi) not to modify materially modify, or terminate prior to its stated expiration, any contract relating Material Agreement, (vii) make any non-consent elections with respect to the operation of operations affecting the Assets, (viviii) not to grant relinquish any operating rights or create any preferential right to purchase, right of first negotiation, right of first purchase, Transfer Restriction or similar right, obligation or requirement other rights with respect to the Assets; , (viiix) not to incur enter into any material indebtedness or take, or fail to take, any action agreements that would cause constitute a Lien Material Agreement, provided that Seller will promptly notify Buyer of any agreements entered into affecting or encumbrance related to arise or exist with respect to the Assets; and (viii) not to agree to do any of the foregoingAssets (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. Subject to Section 7.1(a8.1(a) and except as otherwise provided in this Section 8.1(b), unless Grantor Seller obtains the prior written consent of Grantee Buyer to act otherwise, Grantor which consent shall not be unreasonably withheld, conditioned or delayed, Seller will use good-faith commercially reasonable efforts within the constraints of the applicable operating agreements and other applicable agreementsagreements not to: (i) not to abandon any part of the Assets (except in the ordinary course of business, Leases that have terminated in the ordinary course of business or the abandonment of Lease(s) based upon the expiration of their respective primary terms terms, or if not Leases that are no longer capable of production in paying quantities), ; (ii) except for the Capital ProjectsProjects listed on Schedule 6.7 and operations consistent with the existing drilling plan attached hereto as Schedule 8.1(b), Grantor will notify Grantee of, and will not commit to, approve any operation or activity involving operations on the Assets that is reasonably anticipated in any instance to result in costs and expenses to the owner of the applicable Asset (cost more than $250,000 per activity, net to GrantorSeller’s interest) of at least Twenty-Five Thousand Dollars ($25,000.00) per activity interest (excepting emergency operations, operations required under presently existing contractual obligations disclosed pursuant to Section 5.22 and obligations, ongoing commitments under existing AFE’s disclosed pursuant AFEs and operations undertaken to Section 5.22avoid a monetary penalty or forfeiture provision of any applicable agreement or order all of which shall be deemed to be approved, provided Seller immediately notifies Buyer of any emergency operation or operation to avoid monetary penalty or forfeiture excepted herein), ; (iii) not to convey or dispose of any part of the Assets (other than replacement of equipment or sale of oil, gas, and other liquid products Hydrocarbons produced from the Assets in the regular ordinary course of business) or enter into, materially amend, terminate, or extend any farmout, farming or other similar contract affecting the Assets, ); (iv) not enter into any Material Agreement in respect of an Asset, or materially amend or change the terms of any Material Agreement or Lease; (v) unless required by Law or a Governmental Entity, plug or abandon any of the Xxxxx; (vi) voluntarily relinquish its position as operator to let lapse any insurance now in force anyone other than Buyer with respect to the Assets, (v) not to modify or terminate any contract relating to the operation of the Assets, (vi) not to grant or create any preferential right to purchase, right of first negotiation, right of first purchase, Transfer Restriction or similar right, obligation or requirement with respect to the operated Assets; (vii) not waive, compromise or settle any claims, demands, complaints, causes of action, suits, actions, judgments, awards, recoveries, settlements, and appeals, which can reasonably be expected to incur any material indebtedness materially affect the ownership, operation or take, value of the Assets after the Closing Date; or fail to take, any action that would cause a Lien or encumbrance to arise or exist with respect to the Assets; and (viii) not to issue any note, bond, or other debt instrument secured by the Assets or agree to do the imposition of any security interest or Lien on the Assets or allow any encumbrance which would impose a security interest or Lien on account of unpaid amounts upon any of the foregoingAssets that will not be repaid at the Closing.

Restriction on Operations. Subject to Section 7.1(a), unless Grantor obtains 10.1 and to the prior written consent provisions of Grantee to act otherwise, Grantor will use good-faith efforts within the constraints of the applicable operating agreements and other applicable agreementscontracts and agreements to the contrary, from the Execution Date to the Closing, without the prior written consent of Purchaser to act otherwise, which consent shall not be unreasonably withheld, delayed or conditioned, Seller shall use its good faith efforts not to: (ia) not to abandon any part of the Assets (except Acquired Assets, other than in the ordinary course of business business, consistent with past practice; (b) approve any capital projects or Operations on the abandonment of Lease(s) upon Acquired Assets anticipated in any instance to cost more than the expiration of their respective primary terms or if not capable of production in paying quantitiesInterim Operation Approval Threshold and that are attributable to periods after the Effective Time (other than Drilling Costs with respect to the xxxxx set forth on Schedule 3.2(a)(ii), (ii) except for Capital Projectsemergency Operations, Grantor will notify Grantee of, and will not commit to, any operation or activity involving the Assets that is reasonably anticipated to result in costs and expenses to the owner of the applicable Asset (net to Grantor’s interest) of at least Twenty-Five Thousand Dollars ($25,000.00) per activity (excepting emergency operations, operations Operations required under presently existing contractual obligations disclosed pursuant to Section 5.22 contracts and agreements, ongoing commitments under existing AFE’s disclosed pursuant ’s, and Operations undertaken to Section 5.22avoid a monetary penalty or forfeiture provision of any applicable Acquired Lease, Acquired Contract, Permit, or Order), ; (iiic) not to convey or dispose of any part of the Acquired Assets (other than the replacement of equipment Equipment or Operating Inventory, or the sale of oil, gas, and other liquid products Hydrocarbons produced from the Acquired Assets in the regular course Ordinary Course of business) Business), or enter into, materially amend, terminate, or extend into any farmout, farming farmin, or other similar contract affecting the Acquired Assets; or (d) materially amend, modify, or terminate, or waive any material provision under, any Acquired Lease or Material Contract (ivother than a termination or waiver pursuant to the 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 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 let lapse any insurance now Purchaser requesting such consent unless Purchaser notifies Seller to the contrary during that period. Purchaser acknowledges that Seller owns undivided interests in force with respect to the Assets, and Purchaser agrees that the acts or omissions of third parties (v) not to modify or terminate any contract relating to including the operation applicable operators of 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)), (vi) not to grant or create any preferential right to purchase, right of first negotiation, right of first purchase, Transfer Restriction or similar right, obligation or requirement with respect to the Assets; (vii) not to incur any material indebtedness or take, or fail to take, nor shall any action that would cause required by a Lien or encumbrance to arise or exist 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 respect to the Assets; and (viii) not to agree to do any provisions of the foregoingthis Section 10.2.

Restriction on Operations. Subject to Section 7.1(a), unless Grantor obtains the prior written consent of Grantee to act otherwise, Grantor will use good-faith efforts within the constraints of the applicable operating agreements and other applicable agreements: (i) not to abandon any part of the Assets (except in the ordinary course of business or the abandonment of Lease(s) upon the expiration of their respective primary terms or if not capable of production in paying quantities), (ii) except for Capital Projects, Grantor will notify Grantee of, and will not commit to, any operation or activity involving the Assets that is reasonably anticipated to result in costs and expenses to the owner of the applicable Asset (net to Grantor’s interest) of at least Twenty-Five Thousand Dollars ($25,000.00) per activity (excepting emergency operations, operations required under presently existing contractual obligations disclosed pursuant to Section 5.22 and ongoing commitments under existing AFE’s disclosed pursuant to Section 5.22), (iii) not to convey or dispose of any part of the Assets (other than replacement of equipment or sale of oil, gas, and other liquid products produced from the Assets in the regular course of business) or enter into, materially amend, terminate, or extend any farmout, farming or other similar contract affecting the Assets, (iv) not to let lapse any insurance now in force with respect to the Assets, (v) not to modify or terminate any contract relating to the operation of the Assets, (vi) not to grant or create any preferential right to purchase, right of first negotiation, right of first purchase, Transfer Restriction or similar right, obligation or requirement with respect to the Assets; (vii) not to incur any material indebtedness or take, or fail to take, any action that would cause a Lien or encumbrance to arise or exist with respect to the Assets; and (viii) not to agree to do any of the foregoing.and

Restriction on Operations. Subject to Section 7.1(a), unless Grantor Seller obtains the prior written consent of Grantee Buyer to act otherwise, Grantor Seller will use good-faith efforts within the constraints of the applicable operating agreements and other applicable agreements: (i) not to abandon any part of the Assets (except in the ordinary course of business or the abandonment of Lease(s) upon the expiration of their respective primary terms or if not capable of production in paying quantities), (ii) except for Capital Projects, Grantor will notify Grantee of, and will not commit to, any operation or activity involving the Assets that is reasonably anticipated to result in costs and expenses to the owner of the applicable Asset (net to Grantor’s interest) of at least Twenty-Five Thousand Dollars ($25,000.00) per activity (excepting emergency operations, operations required under presently existing contractual obligations disclosed pursuant to Section 5.22 and ongoing commitments under existing AFE’s disclosed pursuant to Section 5.22), (iii) not to convey or dispose of any part of the Assets (other than in the ordinary course of business, including the replacement of equipment or sale of oil, gas, and other liquid products produced from the Assets in the regular course of businessAssets) or enter into, materially amend, terminate, or extend any farmout, farming or other similar contract affecting the Assets, (iviii) not to let lapse any insurance now in force with respect to the Assets, (viv) not to modify or terminate any contract relating to the operation of the AssetsAssets (other than in the ordinary course of business), (viv) not to grant or create any preferential right to purchase, right of first negotiation, right of first purchase, Transfer Restriction or similar right, right with respect to the Assets; (vi) make any obligation or requirement with respect to the AssetsAssets (other than in the ordinary course of business); (vii) not to incur any material indebtedness or take, or fail to take, any action that would cause a Lien or encumbrance to arise or exist with respect to the Assets, except for the Permitted Encumbrances; and (viii) not to agree to do any of the foregoing.

Restriction on Operations. Subject to Section 7.1(a), unless Grantor obtains 10.1 and to the prior written consent provisions of Grantee to act otherwise, Grantor will use good-faith efforts within the constraints of the applicable operating agreements and other applicable agreementscontracts and agreements to the contrary, from the Execution Date to the Second Closing Date, without the prior written consent of Purchaser to act otherwise, which consent shall not be unreasonably withheld, delayed or conditioned, Seller shall not: (ia) not to abandon any part of the Assets (except Acquired Assets, other than in the ordinary course of business business, consistent with past practice; (b) fail to approve any capital projects or Operations on the abandonment of Lease(sAcquired Assets anticipated in any instance to cost more than the Interim Operation Approval Threshold and that are attributable to periods after the Effective Time; (c) upon the expiration of their respective primary terms or if not capable of production in paying quantities), (ii) except for Capital Projects, Grantor will notify Grantee of, and will not commit to, any operation or activity involving the Assets that is reasonably anticipated to result in costs and expenses to the owner of the applicable Asset (net to Grantor’s interest) of at least Twenty-Five Thousand Dollars ($25,000.00) per activity (excepting emergency operations, operations required under presently existing contractual obligations disclosed pursuant to Section 5.22 and ongoing commitments under existing AFE’s disclosed pursuant to Section 5.22), (iii) not to convey or dispose of any part of the Acquired Assets (other than replacement of equipment or the sale of oil, gas, and other liquid products Hydrocarbons produced from the Acquired Assets in the regular course Ordinary Course of business) Business), or enter into, materially amend, terminate, or extend into any farmout, farming farmin, or other similar contract affecting the Acquired Assets; or (d) materially amend, modify, or terminate, or waive any material provision under, any Acquired Lease or Material Contract (iv) not to let lapse any insurance now in force with respect other than a termination or waiver pursuant to the Assets, 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 (vand Section 10.1(a)(iii)) not shall be delivered to modify or terminate any contract relating to the operation either of the Assetsfollowing individuals, (vi) not each of whom shall have full authority to grant or create deny such requests for approval on behalf of Purchaser: Xxxx Xxxxxxxx Phone: 000.000.0000 Email: xxxxxxxxx@xxxxxxxxx.xxx Purchaser’s approval of any preferential right 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 purchase, right of first negotiation, right of first purchase, Transfer Restriction or similar right, obligation or requirement with respect 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 (viiincluding the applicable operators of the Acquired Assets) who are not to incur any material indebtedness Affiliates of Seller shall not constitute a violation of the provisions of this Section 10.2 (or takeSection 10.1(a)(iii)), or fail to take, nor shall any action that would cause required by a Lien or encumbrance to arise or exist 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 respect the provisions of this Section 10.2. Notwithstanding anything herein to the Assets; 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 (viii2) not all references to agree “Acquired Assets” in this Section 10.2 shall automatically be deemed to do any of be deleted and replaced with the foregoingterm “Second Closing Assets”.

Restriction on Operations. Subject Except as set forth on Schedule 9.1(b)-Part 1, and subject to Section 7.1(a9.1(a), unless Grantor Seller obtains the prior written consent of Grantee Buyer to act otherwise, Grantor will use good-faith efforts within the constraints of the applicable operating agreements and other applicable agreements: Seller shall not (i) not to abandon any part of the Assets (except in the ordinary course of business or the abandonment of Lease(s) Leases upon the expiration of their respective primary terms or if not capable of production in paying quantitiesterms), (ii) except for the Seller Capital Projects, Grantor will notify Grantee of, and will not commit to, 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 activity involving obtaining consent of Seller, approve any operations on the Assets that is reasonably anticipated in any instance to result in costs and expenses to cost the owner of the applicable Asset (net to Grantor’s interest) of at least Twenty-Five Assets more than One Hundred Thousand Dollars ($25,000.00100,000) net to Seller’s interest per activity (excepting emergency operationsoperations immediately necessary to protect human health and safety or the environment or prevent the destruction of the Assets, operations required under presently existing contractual obligations disclosed pursuant all of which shall be deemed to Section 5.22 and ongoing commitments under existing AFE’s disclosed pursuant to Section 5.22be approved), (iii) not to Encumber, convey or dispose of any part of the Assets (other than the (A) replacement of equipment or sale of oil, gas, and other liquid products Hydrocarbons produced from the Assets in the regular course of business, and (B) conveyance of the Leases set forth on Schedule 9.1(b)-Part 2 made in exchange for other 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 the terms of this Agreement), (iv) enter into any Contract that if in effect on the Execution Date would be a Material Contract or enter into, materially amend, terminate, or extend any farmout, farming farmin, purchase and sale agreement, development agreement, or other similar contract affecting the Assets, (ivv) not consent to let letting lapse any insurance now in force with respect to the Assets, (vvi) not 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 contract relating to the operation of the Assets, (vi) not to grant or create any preferential right to purchase, right of first negotiation, right of first purchase, Transfer Restriction or similar right, obligation or requirement with respect to the Assets; (vii) not to incur any material indebtedness or takeMaterial Contract, or fail to take, any action that would cause a Lien or encumbrance to arise or exist with respect to the Assets; and (viiixiii) not to agree commit to do any of the foregoing.