Common use of Restriction on Operations Clause in Contracts

Restriction on Operations. From the date of this Agreement to the earlier of the Closing or the termination of this Agreement and except to the extent expressly required or permitted by other provisions of this Agreement, Seller shall not (and Seller shall not permit the Company to), without Buyer’s consent (which shall not be unreasonably withheld): (i) Abandon any Operated Asset (except any Lease after the expiration of its primary term if not capable of producing in paying quantities); (ii) 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 Exhibit B; (iii) Make any other material change to a division order, revenue deck or expense deck 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); (iv) Declare, set aside or pay any dividend or distribution, whether in cash, Equity Interests or property (or any combination thereof); issue, sell, purchase, redeem or otherwise acquire Equity Interest of the Company or issue any Commitment with respect thereto; liquidate, dissolve, merge, consolidate, restructure, recapitalize or otherwise reorganize the Company or make any other change in the capitalization of the Company; split, combine or reclassify any of its Equity Interests; or enter into, or otherwise become a party to, any Contract relating to the voting, registration or transfer of any Equity Interests of the Company; (v) (A) Increase the rate or terms of compensation payable or to become payable by the Company to its managers, directors, officers or Company Employees, except increases occurring in the Ordinary Course of Business; or (B) increase the rate or terms (including vesting status) of any bonus, insurance, pension or other employee benefit plan or arrangement made to, for or with any such managers, directors, officers or Company Employees, except increases occurring in the Ordinary Course of Business; (vi) Create, incur or assume any Indebtedness (excluding borrowings under the Company Credit Facility in the Ordinary Course of Business) or guarantee any Indebtedness of any Person or create, incur or permit to exist any Lien on any asset of the Company other than Permitted Encumbrances; (vii) (A) Amend the Organizational Documents of the Company, (B) amend in any material respects or terminate any Lease or any Material Agreement except as may be terminated by operation of its terms through no fault or election of the Company or as permitted under this Agreement or (C) assign any Lease or Material Agreement to any Person; (viii) Make an equity investment in any other Person or acquire, by merger or consolidation or purchase, any Equity Interests in any Person; (ix) Engage in any line of business in which it is not engaged as of the date hereof; (x) Make any change in any method of accounting or accounting principles other than as required by GAAP; (xi) Enter into any settlement of any material issue with respect to any assessment or audit or other administrative or judicial proceeding with respect to Taxes for which the Company or Buyer may have Liability; (xii) Terminate or voluntarily relinquish any Permit; (xiii) Establish, amend or terminate an Employee Plan except for amendments and terminations required by applicable Law, or enter into, amend or terminate any consulting, employment, severance, change of control, bonus, termination or similar Contract with any Person; (xiv) Make any loan to or enter into any transaction with any Company Employee, or any officer, director or Affiliate of the Company, except for the payment of salaries, commissions and benefits to which all similarly situated employees are generally entitled; or make any loan to any consultant of the Company; (xv) Resign, transfer or otherwise voluntarily relinquish any control, possession of or right it has as of the date of this Agreement as operator of any Asset; (xvi) Sell, lease or sublease, transfer, farm out or otherwise dispose of or mortgage, pledge or otherwise encumber any Asset (except for Permitted Encumbrances and sales of Hydrocarbons in the Ordinary Course of Business) or acquire any oil and gas interests or any other assets that have a value at the time of such acquisition of $50,000 or more; (xvii) Enter into any hedging or derivative Contract (financial, commodity or otherwise) other than the Xxxxxx; (xviii) Make any loan, advance or capital contribution to, or investment in, any Person; (xix) Agree with any Person to limit or otherwise restrict in any manner the ability of the Company to compete or otherwise conduct its business; (xx) Assume, endorse (other than endorsements of negotiable instruments in the Ordinary Course of Business), guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the Liabilities of any other Person; (xxi) Incur any cost or expense for geophysical items including acquisition, processing, reprocessing or interpretation; make a capital expenditure or series of related capital expenditures of $50,000 or more; (xxii) Propose, under any joint operating agreement, any operation with respect to the Assets reasonably expected to cost the Company in excess of $50,000; (xxiii) Consent to any operation with respect to the Assets reasonably expected to cost the Company in excess of $50,000 that is proposed by any third party; (xxiv) Execute any applicable pooling or unitization order; (xxv) Enter into any Contract that would constitute a Material Agreement (it being understood that Exhibit C shall be amended to reflect any such Material Agreement approved by Buyer); (xxvi) Change or make any material Tax election with respect to the Company or its Assets; (xxvii) Reduce or terminate (or cause to be reduced or terminated) any insurance coverage now held in connection with any Asset (provided that if any insurance coverage terminates in accordance with its terms in effect on the date hereof, Seller will be Obligated to renew or replace such insurance coverage only if such renewal or replacement is available on commercially reasonable terms); (xxviii) Enter into any new marketing Contracts providing for the sale of Hydrocarbons for a term beyond October 31, 2013; (xxix) Take any action described in Section 4.27; or (xxx) Resolve or enter into or adopt any plan or agreement with respect to any of the foregoing; provided, however, that (x) the foregoing shall not limit or restrict the ability of the Company to respond to emergency situations; provided, however, that Seller shall promptly notify Buyer of the same; (y) with respect to AFEs and other proposed operations and pooling orders with respect to the Assets, Buyer shall be deemed to have approved the same unless Buyer objects to Seller’s recommended action or response with respect thereto within five days after Buyer is notified in writing thereof or, if response to a third party operator is required within a shorter time period, Seller shall provide Buyer a copy of the relevant request immediately after receipt and Buyer shall notify Seller of its objections within a reasonable period of time prior to the required response time; and (z) with respect to Excluded Assets, the Seller is hereby expressly permitted to cause the Company to distribute and assign each Excluded Asset to Seller before the Closing.

Restriction on Operations. From the date of this Agreement to the earlier of the Closing or the termination of this Agreement and except to the extent expressly required or permitted by other provisions of this AgreementClosing, Seller Xxxxxxxx LLC shall not (and Seller Xxxxxxxx Corp. shall not permit the Company Xxxxxxxx LLC to), without Buyer’s consent (which shall not be unreasonably withheld): (i) Take any action that would cause its representations or warranties under this Agreement to be incorrect in any material respect (or with respect to representations and warranties qualified by materiality or material adverse effect, incorrect in any respect) as of the Closing 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); (iiiii) Commence, propose, or agree to participate in any single operation with respect to any of the Properties with an anticipated net cost with respect to the Assets of greater than $25,000, except for emergency operations; (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 Exhibit B; (iiivi) 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); (ivvii) Declare, set aside Make any written or pay any dividend or distribution, whether in cash, Equity Interests or property (or any combination thereof); issue, sell, purchase, redeem or otherwise acquire Equity Interest oral agreement allowing for the use of the Company or issue any Commitment with respect thereto; liquidate, dissolve, merge, consolidate, restructure, recapitalize or otherwise reorganize the Company or make any other change in the capitalization of the Company; split, combine or reclassify any of its Equity Interests; or enter into, or otherwise become a party to, any Contract relating to the voting, registration or transfer of any Equity Interests of the Company; (v) (A) Increase the rate or terms of compensation payable or to become payable land covered by the Company to its managers, directors, officers Leases or Company Employees, except increases occurring in the Ordinary Course of Business; or (B) increase the rate or terms (including vesting status) of any bonus, insurance, pension or other employee benefit plan or arrangement made to, Units for or with any such managers, directors, officers or Company Employees, except increases occurring in the Ordinary Course of Business; (vi) Create, incur or assume any Indebtedness (excluding borrowings under the Company Credit Facility in the Ordinary Course of Business) or guarantee any Indebtedness of any Person or create, incur or permit to exist any Lien on any asset of the Company other than Permitted Encumbrances; (vii) (A) Amend the Organizational Documents of the Company, (B) amend in any material respects or terminate any Lease or any Material Agreement except as may be terminated by operation of its terms through no fault or election of the Company or as permitted under this Agreement or (C) assign any Lease or Material Agreement to any Personmining purposes; (viii) Make an equity investment in any other Person or acquire, by merger or consolidation or purchase, any Equity Interests in any Person; (ix) Engage in any line of business in which it is not engaged as of the date hereof; (x) Make any change in any method of accounting or accounting principles other than as required by GAAP; (xi) Enter into any settlement of any material issue with respect to any assessment or audit or other administrative or judicial proceeding with respect to Taxes for which the Company or Buyer may have Liability; (xii) Terminate or voluntarily relinquish any Permit; (xiii) Establish, amend or terminate an Employee Plan except for amendments and terminations required by applicable Law, or enter into, amend or terminate any consulting, employment, severance, change of control, bonus, termination or similar Contract with any Person; (xiv) Make any loan to or enter into any transaction with any Company Employee, or any officer, director or Affiliate of the Company, except for the payment of salaries, commissions and benefits to which all similarly situated employees are generally entitled; or make any loan to any consultant of the Company; (xv) Resign, transfer or otherwise voluntarily relinquish any control, possession of or right it has as of the date of this Agreement as operator of any Asset; (xvi) Sell, lease or lease, sublease, transfer, farm out or otherwise out, dispose of or mortgage, pledge pledge, or otherwise encumber all or any Asset part of the Assets (except for other than replacement of equipment, Permitted Encumbrances and sales of Hydrocarbons in the Ordinary Course ordinary course of Business) or acquire any oil and gas interests or any other assets that have a value at the time of such acquisition of $50,000 or more; (xvii) Enter into any hedging or derivative Contract (financial, commodity or otherwise) other than the Xxxxxx; (xviii) Make any loan, advance or capital contribution to, or investment in, any Person; (xix) Agree with any Person to limit or otherwise restrict in any manner the ability of the Company to compete or otherwise conduct its business; (xx) Assume, endorse (other than endorsements of negotiable instruments in the Ordinary Course of Business), guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the Liabilities of any other Person; (xxi) Incur any cost or expense for geophysical items including acquisition, processing, reprocessing or interpretation; make a capital expenditure or series of related capital expenditures of $50,000 or more; (xxii) Propose, under any joint operating agreement, any operation with respect to the Assets reasonably expected to cost the Company in excess of $50,000; (xxiii) Consent to any operation with respect to the Assets reasonably expected to cost the Company in excess of $50,000 that is proposed by any third party; (xxiv) Execute any applicable pooling or unitization order; (xxv) Enter into any Contract that would constitute a Material Agreement (it being understood that Exhibit C shall be amended to reflect any such Material Agreement approved by Buyer); (xxviix) Change or make any material Tax election with respect to Permit the Company or its Assets; (xxvii) Reduce or terminate (or cause to be reduced or terminated) lapse of any insurance coverage now held in connection with any Asset (provided that if any insurance coverage terminates in accordance with its terms in effect on the date hereof, Seller will be Obligated to renew or replace such insurance coverage only if such renewal or replacement is available on commercially reasonable terms); (xxviii) Enter into any new marketing Contracts providing for the sale of Hydrocarbons for a term beyond October 31, 2013; (xxix) Take any action described in Section 4.27; or (xxx) Resolve or enter into or adopt any plan or agreement with respect to any of the foregoing; provided, however, that (x) the foregoing shall not limit or restrict the ability of the Company to respond to emergency situations; provided, however, that Seller shall promptly notify Buyer of the same; (y) with respect to AFEs and other proposed operations and pooling orders force with respect to the Assets, (x) Grant or create any preferential right to purchase, Buyer shall be deemed to have approved the same unless Buyer objects to Seller’s recommended action right of first negotiation, right of first purchase, Transfer Requirement or response with respect thereto within five days after Buyer is notified in writing thereof orsimilar right, if response to a third party operator is required within a shorter time period, Seller shall provide Buyer a copy of the relevant request immediately after receipt and Buyer shall notify Seller of its objections within a reasonable period of time prior to the required response time; and (z) obligation or requirement with respect to Excluded Assets, any Asset; or (xi) Agree to do any of the Seller is hereby expressly permitted to cause the Company to distribute and assign each Excluded Asset to Seller before the Closingforegoing.

Restriction on Operations. From the date of this Agreement to the earlier of the Closing or the termination of this Agreement Closing, each Seller Party shall not, and except to the extent expressly required or permitted by other provisions of this Agreement, Seller shall not (and Seller shall not permit the any Company Entity to), without Buyer’s consent (which shall not be unreasonably withheld): (i) Take any action that would cause its representations or warranties under this Agreement to be materially incorrect (or with respect to representations and warranties qualified by materiality or material adverse effect, incorrect in any respect) as of the Closing Date; (ii) Abandon any Company-Operated Asset (except any Lease Leases, after the expiration of its primary term if not capable of producing in paying quantities); (iiiii) Commence, propose, or agree to participate in any single operation with respect to any of the Properties with an anticipated net cost with respect to the Assets of greater than $25,000, except for emergency operations, operations required under presently existing contractual obligations disclosed pursuant to Section 4.26 and ongoing commitments under existing 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 Exhibit B; (iiivi) 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); (ivvii) Make any written or oral agreement allowing for the use of land covered by the Leases or the Units for mining purposes; (viii) Sell, lease, encumber or otherwise dispose of all or any part of the Assets (other than replacement of equipment and sales of Hydrocarbons in the ordinary course of business); (ix) Permit the lapse of any insurance now in force with respect to the Assets, (x) 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 any Asset; (xi) Declare, set aside or pay any dividend or distribution, whether in cash, Equity Interests membership interests or property (or any combination thereof); issue, sell, purchase, redeem or otherwise acquire Equity Interest any membership interests or other equity interests of the Company or issue any Commitment with respect thereto; liquidateoption, 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 the any Company Entity or make any other change in the capitalization of the Company; splitany Company Entity; (xiii) Split, combine or reclassify any of its Equity Interests; the Company’s membership interests or enter other outstanding equity interests; (xiv) Enter into, or otherwise become a party to, any Contract contract relating to the voting, registration or transfer of any Equity Interests membership interests or other equity interests of the Companyany Company Entity; (v) (A) Increase the rate or terms of compensation payable or to become payable by the Company to its managers, directors, officers or Company Employees, except increases occurring in the Ordinary Course of Business; or (B) increase the rate or terms (including vesting status) of any bonus, insurance, pension or other employee benefit plan or arrangement made to, for or with any such managers, directors, officers or Company Employees, except increases occurring in the Ordinary Course of Business; (vixv) Create, incur or assume any Indebtedness (excluding borrowings under the Company Credit Facility in the Ordinary Course ordinary course of Businessbusiness) or guarantee any such Indebtedness of any Person or create, incur or permit to exist any Lien on any asset of the Company lien or encumbrance other than Permitted Encumbrances; (viixvi) (A) Amend the Organizational Documents of the Company, (B) amend in any material respects or terminate any Lease or any Material Agreement except as may be terminated by operation of its terms through no fault or election of the Company or as permitted under this Agreement or (C) assign any Lease or Material Agreement to any Person; (viii) Make an equity investment in any other Person or acquire, by merger or consolidation or purchase, any Equity Interests in any Person; (ix) Engage in any line of business in which it is not engaged as of the date hereof; (x) Make any change in any method of accounting or accounting principles other than as required by GAAP; (xi) Enter into any settlement of any material issue Solely with respect to any assessment or audit or other administrative or judicial proceeding with respect to Taxes for which the Company or Buyer may have Liability; (xii) Terminate or voluntarily relinquish any Permit; (xiii) EstablishEntities, amend or terminate an Employee Plan except for amendments and terminations required by applicable Law, or enter into, amend or terminate any consulting, employment, severance, change of control, bonus, termination or similar Contract with any Person; (xiv) Make any loan to or enter into any transaction with any Company Employee, or any officer, director Seller Party or Affiliate of the Company, except for the payment of salaries, commissions and benefits to which all similarly situated employees are generally entitled; or make any loan to any consultant of the Company; (xv) Resign, transfer or otherwise voluntarily relinquish any control, possession of or right it has as of the date of this Agreement as operator of any Asset; (xvi) Sell, lease or sublease, transfer, farm out or otherwise dispose of or mortgage, pledge or otherwise encumber any Asset (except for Permitted Encumbrances and sales of Hydrocarbons in the Ordinary Course of Business) or acquire any oil and gas interests or any other assets that have a value at the time of such acquisition of $50,000 or morethereof; (xvii) Enter into Amend or otherwise modify any hedging or derivative Contract (financial, commodity or otherwise) other than the Xxxxxx;Company Entity’s governing documents; or (xviii) Make any loan, advance or capital contribution to, or investment in, any Person; (xix) Agree with any Person to limit or otherwise restrict in any manner the ability of the Company to compete or otherwise conduct its business; (xx) Assume, endorse (other than endorsements of negotiable instruments in the Ordinary Course of Business), guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the Liabilities of any other Person; (xxi) Incur any cost or expense for geophysical items including acquisition, processing, reprocessing or interpretation; make a capital expenditure or series of related capital expenditures of $50,000 or more; (xxii) Propose, under any joint operating agreement, any operation with respect to the Assets reasonably expected to cost the Company in excess of $50,000; (xxiii) Consent to any operation with respect to the Assets reasonably expected to cost the Company in excess of $50,000 that is proposed by any third party; (xxiv) Execute any applicable pooling or unitization order; (xxv) Enter into any Contract that would constitute a Material Agreement (it being understood that Exhibit C shall be amended to reflect any such Material Agreement approved by Buyer); (xxvi) Change or make any material Tax election with respect to the Company or its Assets; (xxvii) Reduce or terminate (or cause to be reduced or terminated) any insurance coverage now held in connection with any Asset (provided that if any insurance coverage terminates in accordance with its terms in effect on the date hereof, Seller will be Obligated to renew or replace such insurance coverage only if such renewal or replacement is available on commercially reasonable terms); (xxviii) Enter into any new marketing Contracts providing for the sale of Hydrocarbons for a term beyond October 31, 2013; (xxix) Take any action described in Section 4.27; or (xxx) Resolve or enter into or adopt any plan or agreement with respect to do any of the foregoing; provided, however, that (x) the foregoing shall not limit or restrict the ability of the Company to respond to emergency situations; provided, however, that Seller shall promptly notify Buyer of the same; (y) with respect to AFEs and other proposed operations and pooling orders with respect to the Assets, Buyer shall be deemed to have approved the same unless Buyer objects to Seller’s recommended action or response with respect thereto within five days after Buyer is notified in writing thereof or, if response to a third party operator is required within a shorter time period, Seller shall provide Buyer a copy of the relevant request immediately after receipt and Buyer shall notify Seller of its objections within a reasonable period of time prior to the required response time; and (z) with respect to Excluded Assets, the Seller is hereby expressly permitted to cause the Company to distribute and assign each Excluded Asset to Seller before the Closing.

Restriction on Operations. From the date of this Agreement to the earlier of the Closing or the termination of this Agreement and except to the extent expressly required or permitted by other provisions of this Agreement, Seller shall not (and Seller shall not permit the any Company Entity to), without Buyer’s consent (which shall not be unreasonably withheld): (i) Abandon any Operated Asset (except any Lease after the expiration of its primary term if not capable of producing in paying quantities); (ii) 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 Exhibit B; (iii) Make any other material change to a division order, revenue deck or expense deck 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); (iv) Declare, set aside or pay any dividend or distribution, whether in cash, Equity Interests or property (or any combination thereof); issue, sell, purchase, redeem or otherwise acquire Equity Interest of the any Company Entity or issue any Commitment with respect theretothereto (except as otherwise contemplated by this Agreement); liquidate, dissolve, merge, consolidate, restructure, recapitalize or otherwise reorganize the any Company Entity or make any other change in the capitalization of the Companyany Company Entity; split, combine or reclassify any of its Equity Interests; or enter into, or otherwise become a party to, any Contract relating to the voting, registration or transfer of any Equity Interests of the Companyany Company Entity (except as otherwise contemplated by this Agreement); (v) (A) Increase the rate or terms of compensation payable or to become payable by the Company to its managers, directors, officers or Company Employees, except increases occurring in the Ordinary Course of Business; or (B) increase the rate or terms (including vesting status) of any bonus, insurance, pension or other employee benefit plan or arrangement made to, for or with any such managers, directors, officers or Company Employees, except increases occurring in the Ordinary Course of Business; (vi) Create, incur or assume any Indebtedness (excluding borrowings under the Company Seller Credit Facility relating solely to the Assets in the Ordinary Course of Business) or guarantee any Indebtedness of any Person or create, incur or permit to exist any Lien on any asset of the any Company Entity other than Permitted Encumbrances; (viivi) (A) Amend the Organizational Documents of the Companyany Company Entities, (B) amend in any material respects or terminate any Lease or any Material Agreement except as may be terminated by operation of its terms through no fault or election of the Company Entities or as permitted under this Agreement or (C) assign any Lease or Material Agreement to any Person; (viiivii) Make an equity investment in any other Person or acquire, by merger or consolidation or purchase, any Equity Interests in any Person; (ixviii) Engage in any line of business in which it is not engaged as of the date hereof; (xix) Make any change in any method of accounting or accounting principles other than as required by GAAP; (xix) Enter into any settlement of any material issue with respect to any assessment or audit or other administrative or judicial proceeding with respect to Taxes for which the any Company Entity or Buyer may have Liability; (xiixi) Terminate or voluntarily relinquish any Permit; (xiiixii) Establish, amend or terminate an Employee Plan except for amendments and terminations required by applicable Law, or enter Enter into, amend or terminate any consulting, employment, severance, change of control, bonus, termination or similar Contract with any Person; (xivxiii) Make any loan to or enter into any transaction with any Company Employee, or any officer, director or Affiliate of the Companya Company Entity, except for the payment of salaries, commissions and benefits to which all similarly situated employees are generally entitled; or make any loan to any consultant of the Companya Company Entity; (xvxiv) Resign, transfer or otherwise voluntarily relinquish any control, possession of or right it has as of the date of this Agreement as operator of any Asset; (xvixv) Sell, lease or sublease, transfer, farm out or otherwise dispose of or mortgage, pledge or otherwise encumber any Asset (except for Permitted Encumbrances and sales of Hydrocarbons in the Ordinary Course of Business) or acquire any oil and gas interests or any other assets that have a value at the time of such acquisition of $50,000 or more; (xviixvi) Enter into any hedging or derivative Contract (financial, commodity or otherwise) other than the Xxxxxx; (xviiixvii) Make any loan, advance or capital contribution to, or investment in, any Person; (xixxviii) Agree with any Person to limit or otherwise restrict in any manner the ability of the any Company Entity to compete or otherwise conduct its business; (xxxix) Assume, endorse (other than endorsements of negotiable instruments in the Ordinary Course of Business), guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the Liabilities of any other PersonPerson (other than another Company Entity); (xxixx) Incur any cost or expense for geophysical items including acquisition, processing, reprocessing or interpretation; make a capital expenditure or series of related capital expenditures of $50,000 or more; (xxiixxi) Propose, under any joint operating agreement, any operation with respect to the Assets reasonably expected to cost the Company Entities in excess of $50,000; (xxiiixxii) Consent to any operation with respect to the Assets reasonably expected to cost the Company Entities in excess of $50,000 that is proposed by any third party; (xxivxxiii) Execute any applicable pooling or unitization order; (xxvxxiv) Enter into any Contract that would constitute a Material Agreement (it being understood that Exhibit C shall be amended to reflect any such Material Agreement approved by Buyer); (xxvixxv) Change or make any material Tax election with respect to the any Company Entity or its Assets; (xxviixxvi) Reduce or terminate (or cause to be reduced or terminated) any insurance coverage now held in connection with any Asset (provided that if any insurance coverage terminates in accordance with its terms in effect on the date hereof, Seller will be Obligated to renew or replace such insurance coverage only if such renewal or replacement is available on commercially reasonable terms); (xxviiixxvii) Enter into any new marketing Contracts providing for the sale of Hydrocarbons for a term beyond October 31, 2013; (xxixxxviii) Take any action described in Section 4.27 (for the avoidance of doubt, Seller shall not permit any of the Company Entities to take any action that Seller is not permitted to take pursuant to Section 4.27); or (xxxxxix) Resolve or enter into or adopt any plan or agreement with respect to any of the foregoing; provided, however, that (x) the foregoing shall not limit or restrict the ability of the Seller or any Company Entity to respond to emergency situations; provided, however, that Seller shall promptly notify Buyer of the same; and (y) with respect to AFEs and other proposed operations and pooling orders with respect to the Assets, Buyer shall be deemed to have approved the same unless Buyer objects to Seller’s recommended action or response with respect thereto within five days after Buyer is notified in writing thereof or, if response to a third party operator is required within a shorter time period, Seller shall provide Buyer a copy of the relevant request immediately after receipt and Buyer shall notify Seller of its objections within a reasonable period of time prior to the required response time; and (z) with respect to Excluded Assets, the Seller is hereby expressly permitted to cause the Company to distribute and assign each Excluded Asset to Seller before the Closing.

Restriction on Operations. From the date of this Agreement to the earlier of the Closing or the termination of this Agreement and except to the extent expressly required or permitted by other provisions of this AgreementClosing, Seller shall not (not, and Seller shall not permit the any Company Entity to), without Buyer’s consent (which shall not be unreasonably withheld): (i) Take any action that would cause its representations or warranties under this Agreement to be materially incorrect (or with respect to representations and warranties qualified by materiality or material adverse effect, incorrect in any respect) as of the Closing Date; (ii) Abandon any Company-Operated Asset (except any Lease Leases, after the expiration of its primary term if not capable of producing in paying quantities); (iiiii) Commence, propose, or agree to participate in any single operation with respect to any of the Properties with an anticipated net cost with respect to the Assets of greater than $25,000, except for emergency operations, operations required under presently existing contractual obligations disclosed pursuant to Section 4.26 and ongoing commitments under existing 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 Exhibit B;on (iiivi) 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); (ivvii) Make any written or oral agreement allowing for the use of land covered by the Leases or the Units for mining purposes; (viii) Sell, lease, encumber or otherwise dispose of all or any part of the Assets (other than replacement of equipment and sales of Hydrocarbons in the ordinary course of business); (ix) Permit the lapse of any insurance now in force with respect to the Assets; (x) 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 any Asset; (xi) Declare, set aside or pay any dividend or distribution, whether in cash, Equity Interests membership interests or property (or any combination thereof); issue, sell, purchase, redeem or otherwise acquire Equity Interest any membership interests or other equity interests of the any Company Entity or issue any Commitment with respect thereto; liquidateoption, 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 the any Company Entity or make any other change in the capitalization of the Company; splitany Company Entity; (xiii) Split, combine or reclassify any of its Equity Interests; the Company’s membership interests or enter other outstanding equity interests; (xiv) Enter into, or otherwise become a party to, any Contract contract relating to the voting, registration or transfer of any Equity Interests membership interests or other equity interests of the Companyany Company Entity; (v) (A) Increase the rate or terms of compensation payable or to become payable by the Company to its managers, directors, officers or Company Employees, except increases occurring in the Ordinary Course of Business; or (B) increase the rate or terms (including vesting status) of any bonus, insurance, pension or other employee benefit plan or arrangement made to, for or with any such managers, directors, officers or Company Employees, except increases occurring in the Ordinary Course of Business; (vixv) Create, incur or assume any Indebtedness (excluding borrowings under the Company Seller Credit Facility in the Ordinary Course ordinary course of Businessbusiness) or guarantee any such Indebtedness of any Person or create, incur or permit to exist any Lien on any asset of the Company lien or encumbrance other than Permitted Encumbrances; (viixvi) (A) Amend the Organizational Documents of the Company, (B) amend in any material respects or terminate any Lease or any Material Agreement except as may be terminated by operation of its terms through no fault or election of the Company or as permitted under this Agreement or (C) assign any Lease or Material Agreement to any Person; (viii) Make an equity investment in any other Person or acquire, by merger or consolidation or purchase, any Equity Interests in any Person; (ix) Engage in any line of business in which it is not engaged as of the date hereof; (x) Make any change in any method of accounting or accounting principles other than as required by GAAP; (xi) Enter into any settlement of any material issue Solely with respect to any assessment or audit or other administrative or judicial proceeding with respect to Taxes for which the Company or Buyer may have Liability; (xii) Terminate or voluntarily relinquish any Permit; (xiii) EstablishEntities, amend or terminate an Employee Plan except for amendments and terminations required by applicable Law, or enter into, amend or terminate any consulting, employment, severance, change of control, bonus, termination or similar Contract with any Person; (xiv) Make any loan to or enter into any transaction with any Company Employee, Seller or any officer, director or Affiliate of the Company, except for the payment of salaries, commissions and benefits to which all similarly situated employees are generally entitled; or make any loan to any consultant of the Company; (xv) Resign, transfer or otherwise voluntarily relinquish any control, possession of or right it has as of the date of this Agreement as operator of any Asset; (xvi) Sell, lease or sublease, transfer, farm out or otherwise dispose of or mortgage, pledge or otherwise encumber any Asset (except for Permitted Encumbrances and sales of Hydrocarbons in the Ordinary Course of Business) or acquire any oil and gas interests or any other assets that have a value at the time of such acquisition of $50,000 or morethereof; (xvii) Enter into Amend or otherwise modify any hedging or derivative Contract (financial, commodity or otherwise) other than the Xxxxxx;Company Entity’s governing documents; or (xviii) Make any loan, advance or capital contribution to, or investment in, any Person; (xix) Agree with any Person to limit or otherwise restrict in any manner the ability of the Company to compete or otherwise conduct its business; (xx) Assume, endorse (other than endorsements of negotiable instruments in the Ordinary Course of Business), guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the Liabilities of any other Person; (xxi) Incur any cost or expense for geophysical items including acquisition, processing, reprocessing or interpretation; make a capital expenditure or series of related capital expenditures of $50,000 or more; (xxii) Propose, under any joint operating agreement, any operation with respect to the Assets reasonably expected to cost the Company in excess of $50,000; (xxiii) Consent to any operation with respect to the Assets reasonably expected to cost the Company in excess of $50,000 that is proposed by any third party; (xxiv) Execute any applicable pooling or unitization order; (xxv) Enter into any Contract that would constitute a Material Agreement (it being understood that Exhibit C shall be amended to reflect any such Material Agreement approved by Buyer); (xxvi) Change or make any material Tax election with respect to the Company or its Assets; (xxvii) Reduce or terminate (or cause to be reduced or terminated) any insurance coverage now held in connection with any Asset (provided that if any insurance coverage terminates in accordance with its terms in effect on the date hereof, Seller will be Obligated to renew or replace such insurance coverage only if such renewal or replacement is available on commercially reasonable terms); (xxviii) Enter into any new marketing Contracts providing for the sale of Hydrocarbons for a term beyond October 31, 2013; (xxix) Take any action described in Section 4.27; or (xxx) Resolve or enter into or adopt any plan or agreement with respect to do any of the foregoing; provided, however, that (x) the foregoing shall not limit or restrict the ability of the Company to respond to emergency situations; provided, however, that Seller shall promptly notify Buyer of the same; (y) with respect to AFEs and other proposed operations and pooling orders with respect to the Assets, Buyer shall be deemed to have approved the same unless Buyer objects to Seller’s recommended action or response with respect thereto within five days after Buyer is notified in writing thereof or, if response to a third party operator is required within a shorter time period, Seller shall provide Buyer a copy of the relevant request immediately after receipt and Buyer shall notify Seller of its objections within a reasonable period of time prior to the required response time; and (z) with respect to Excluded Assets, the Seller is hereby expressly permitted to cause the Company to distribute and assign each Excluded Asset to Seller before the Closing.

Restriction on Operations. From the date of this Agreement to the earlier of the Closing or the termination of this Agreement and except to the extent expressly required or permitted by other provisions of this Agreement, Seller shall not (and Seller shall not permit the any Company Entity to), without Buyer’s consent (which shall not be unreasonably withheld): (i) Abandon any Operated Asset (except any Lease after the expiration of its primary term if not capable of producing in paying quantities); (ii) 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 Exhibit B; (iii) Make any other material change to a division order, revenue deck or expense deck 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); (iv) Declare, set aside or pay any dividend or distribution, whether in cash, Equity Interests or property (or any combination thereof); issue, sell, purchase, redeem or otherwise acquire Equity Interest of the any Company Entity or issue any Commitment with respect thereto; liquidate, dissolve, merge, consolidate, restructure, recapitalize or otherwise reorganize the any Company Entity or make any other change in the capitalization of the Companyany Company Entity; split, combine or reclassify any of its Equity Interests; or enter into, or otherwise become a party to, any Contract relating to the voting, registration or transfer of any Equity Interests of the Companyany Company Entity; (v) (A) Increase the rate or terms of compensation payable or to become payable by the any Company Entity to its managers, directors, officers or Company Employees, except increases occurring in the Ordinary Course of Business; or (B) increase the rate or terms (including vesting status) of any bonus, insurance, pension or other employee benefit plan or arrangement made to, for or with any such managers, directors, officers or Company Employees, except increases occurring in the Ordinary Course of Business; (vi) Create, incur or assume any Indebtedness (excluding borrowings under the Company Credit Facility in the Ordinary Course of Business) or guarantee any Indebtedness of any Person or create, incur or permit to exist any Lien on any asset of the any Company Entity other than Permitted Encumbrances; (vii) (A) Amend the its Organizational Documents of the CompanyDocuments, (B) amend in any material respects or terminate any Lease or any Material Agreement Contract except as may be terminated by operation of its terms through no fault or election of the Company Entities or as permitted under this Agreement or (C) assign any Lease or Material Agreement Contract to any Person; (viii) Make an equity investment in any other Person or acquire, by merger or consolidation or purchase, any Equity Interests in any Person; (ix) Engage in any line of business in which it is not engaged as of the date hereof; (x) Make any change in any method of accounting or accounting principles other than as required by GAAP; (xi) Enter into any settlement of any material issue with respect to any assessment or audit or other administrative or judicial proceeding with respect to Taxes for which the any Company Entity or Buyer may have Liability; (xii) Terminate or voluntarily relinquish any Permit; (xiii) Establish, amend or terminate an Employee Plan except for amendments and terminations required by applicable Law, ; or enter into, amend or terminate any consulting, employment, severance, change of control, bonus, termination or similar Contract with any Person; (xiv) Make any loan to or enter into any transaction with any Company Employee, or any officer, director or Affiliate of the Companya Company Entity, except for the payment of salaries, commissions and benefits to which all similarly situated employees are generally entitled; or make any loan to any consultant of the Companya Company Entity; (xv) Resign, transfer or otherwise voluntarily relinquish any control, possession of or right it has as of the date of this Agreement as operator of any Asset; (xvi) Sell, lease or sublease, transfer, farm out or otherwise dispose of or mortgage, pledge or otherwise encumber any Asset (except for Permitted Encumbrances and sales of Hydrocarbons in the Ordinary Course of Business) ); or acquire any oil and gas interests or any other assets that have a value at the time of such acquisition of $50,000 100,000 or more; (xvii) Enter into any hedging or derivative Contract (financial, commodity or otherwise) other than the Xxxxxx; (xviii) Make any loan, advance or capital contribution to, or investment in, any PersonPerson other than another Company Entity; (xix) Agree with any Person to limit or otherwise restrict in any manner the ability of the any Company Entity to compete or otherwise conduct its business; (xx) Assume, endorse (other than endorsements of negotiable instruments in the Ordinary Course of Business), guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the Liabilities of any other PersonPerson (other than another Company Entity); (xxi) Incur any cost or expense for geophysical items including acquisition, processing, reprocessing or interpretation; make a capital expenditure or series of related capital expenditures of $50,000 100,000 or more; (xxii) Propose, under any joint operating agreement, any operation with respect to the Assets reasonably expected to cost the Company Entities in excess of $50,000100,000; (xxiii) Consent to any operation with respect to the Assets reasonably expected to cost the Company Entities in excess of $50,000 100,000 that is proposed by any third partyThird Party; (xxiv) Execute any applicable pooling or unitization order; (xxv) Elect to be a non-consent co-owner with respect to any AFE or any applicable pooling orders; (xxvi) Enter into any Contract that would constitute a Material Agreement (it being understood that Exhibit C shall be amended to reflect any such Material Agreement approved by Buyer)Contract; (xxvixxvii) Change or make any material Tax election with respect to the any Company Entity or its Assets; (xxviixxviii) Reduce or terminate (or cause to be reduced or terminated) any insurance coverage now held in connection with any Asset (provided that if any insurance coverage terminates in accordance with its terms in effect on the date hereof, Seller will be Obligated to renew or replace such insurance coverage only if such renewal or replacement is available on commercially reasonable terms)Asset; (xxviiixxix) Enter into any new marketing Contracts providing for the sale of Hydrocarbons for a term beyond October December 31, 2013; (xxix) Take any action described in Section 4.272012; or (xxx) Resolve or enter into or adopt any plan or agreement with respect to any of the foregoing; provided, however, that (x) the foregoing shall not limit or restrict the ability of the any Company Entity to respond to emergency situations; provided, however, that Seller shall promptly notify Buyer of the same; same and (y) with respect to AFEs and other proposed operations and pooling orders with respect to the Assets, Buyer shall be deemed to have approved the same unless Buyer objects to Seller’s recommended action or response with respect thereto within five days after Buyer is notified in writing thereof or, if response to a third party operator is required within a shorter time period, Seller shall provide Buyer a copy of the relevant request immediately after receipt and Buyer shall notify Seller of its objections within a reasonable period of time prior to the required response time; and (z) with respect to Excluded Assets, the Seller is hereby expressly permitted to cause the Company to distribute and assign each Excluded Asset to Seller before the Closing.

Restriction on Operations. From the date of this Agreement to the earlier of the Closing or the termination of this Agreement and except to the extent expressly required or permitted by other provisions of this Agreement, Seller shall not (and Seller shall not permit the Company to), without Buyer’s consent (which shall not be unreasonably withheld): (i) Abandon any Operated Asset (except any Lease after the expiration of its primary term if not capable of producing in paying quantities); (ii) 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 Exhibit B; (iii) Make any other material change to a division order, revenue deck or expense deck 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); (iv) Declare, set aside or pay any dividend or distribution, whether in cash, Equity Interests or property (or any combination thereof); issue, sell, purchase, redeem or otherwise acquire Equity Interest of the Company or issue any Commitment with respect thereto; liquidate, dissolve, merge, consolidate, restructure, recapitalize or otherwise reorganize the Company or make any other change in the capitalization of the Company; split, combine or reclassify any of its Equity Interests; or enter into, or otherwise become a party to, any Contract relating to the voting, registration or transfer of any Equity Interests of the Company; (v) (A) Increase the rate or terms of compensation payable or to become payable by the Company to its managers, directors, officers or Company Employees, except increases occurring in the Ordinary Course of Business; or (B) increase the rate or terms (including vesting status) of any bonus, insurance, pension or other employee benefit plan or arrangement made to, for or with any such managers, directors, officers or Company Employees, except increases occurring in the Ordinary Course of Business; (vi) Create, incur or assume any Indebtedness (excluding borrowings under the Company Credit Facility in the Ordinary Course of Business) or guarantee any Indebtedness of any Person or create, incur or permit to exist any Lien on any asset of the Company other than Permitted Encumbrances; (vii) (A) Amend the Organizational Documents of the Company, (B) amend in any material respects or terminate any Lease or any Material Agreement except as may be terminated by operation of its terms through no fault or election of the Company or as permitted under this Agreement or (C) assign any Lease or Material Agreement to any Person; (viii) Make an equity investment in any other Person or acquire, by merger or consolidation or purchase, any Equity Interests in any Person; (ix) Engage in any line of business in which it is not engaged as of the date hereof; ; (x) Make any change in any method of accounting or accounting principles other than as required by GAAP; ; (xi) Enter into any settlement of any material issue with respect to any assessment or audit or other administrative or judicial proceeding with respect to Taxes for which the Company or Buyer may have Liability; ; (xii) Terminate or voluntarily relinquish any Permit; ; (xiii) Establish, amend or terminate an Employee Plan except for amendments and terminations required by applicable Law, or enter into, amend or terminate any consulting, employment, severance, change of control, bonus, termination or similar Contract with any Person; (xiv) Make any loan to or enter into any transaction with any Company Employee, or any officer, director or Affiliate of the Company, except for the payment of salaries, commissions and benefits to which all similarly situated employees are generally entitled; or make any loan to any consultant of the Company; (xv) Resign, transfer or otherwise voluntarily relinquish any control, possession of or right it has as of the date of this Agreement as operator of any Asset; (xvi) Sell, lease or sublease, transfer, farm out or otherwise dispose of or mortgage, pledge or otherwise encumber any Asset (except for Permitted Encumbrances and sales of Hydrocarbons in the Ordinary Course of Business) or acquire any oil and gas interests or any other assets that have a value at the time of such acquisition of $50,000 or more; (xvii) Enter into any hedging or derivative Contract (financial, commodity or otherwise) other than the Xxxxxx; (xviii) Make any loan, advance or capital contribution to, or investment in, any Person; (xix) Agree with any Person to limit or otherwise restrict in any manner the ability of the Company to compete or otherwise conduct its business; (xx) Assume, endorse (other than endorsements of negotiable instruments in the Ordinary Course of Business), guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the Liabilities of any other Person; (xxi) Incur any cost or expense for geophysical items including acquisition, processing, reprocessing or interpretation; make a capital expenditure or series of related capital expenditures of $50,000 or more; (xxii) Propose, under any joint operating agreement, any operation with respect to the Assets reasonably expected to cost the Company in excess of $50,000; (xxiii) Consent to any operation with respect to the Assets reasonably expected to cost the Company in excess of $50,000 that is proposed by any third party; (xxiv) Execute any applicable pooling or unitization order; (xxv) Enter into any Contract that would constitute a Material Agreement (it being understood that Exhibit C shall be amended to reflect any such Material Agreement approved by Buyer); (xxvi) Change or make any material Tax election with respect to the Company or its Assets; (xxvii) Reduce or terminate (or cause to be reduced or terminated) any insurance coverage now held in connection with any Asset (provided that if any insurance coverage terminates in accordance with its terms in effect on the date hereof, Seller will be Obligated to renew or replace such insurance coverage only if such renewal or replacement is available on commercially reasonable terms); (xxviii) Enter into any new marketing Contracts providing for the sale of Hydrocarbons for a term beyond October 31, 2013; (xxix) Take any action described in Section 4.27; or (xxx) Resolve or enter into or adopt any plan or agreement with respect to any of the foregoing; provided, however, that (x) the foregoing shall not limit or restrict the ability of the Company to respond to emergency situations; provided, however, that Seller shall promptly notify Buyer of the same; (y) with respect to AFEs and other proposed operations and pooling orders with respect to the Assets, Buyer shall be deemed to have approved the same unless Buyer objects to Seller’s recommended action or response with respect thereto within five days after Buyer is notified in writing thereof or, if response to a third party operator is required within a shorter time period, Seller shall provide Buyer a copy of the relevant request immediately after receipt and Buyer shall notify Seller of its objections within a reasonable period of time prior to the required response time; and (z) with respect to Excluded Assets, the Seller is hereby expressly permitted to cause the Company to distribute and assign each Excluded Asset to Seller before the Closing.

Restriction on Operations. From the date of this Agreement to the earlier of the Closing or the termination of this Agreement and except to the extent expressly required or permitted by other provisions of this Agreement, Seller shall not (and Seller shall not permit the Company to), without Buyer’s consent (which shall not be unreasonably withheld): (i) Abandon any Operated Asset (except any Lease after the expiration of its primary term if not capable of producing in paying quantities); (ii) 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 Exhibit B; (iii) Make any other material change to a division order, revenue deck or expense deck 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); (iv) Declare, set aside or pay any dividend or distribution, whether in cash, Equity Interests or property (or any combination thereof); issue, sell, purchase, redeem or otherwise acquire Equity Interest of the Company or issue any Commitment with respect theretothereto (except as otherwise contemplated by this Agreement); liquidate, dissolve, merge, consolidate, restructure, recapitalize or otherwise reorganize the Company or make any other change in the capitalization of the Company; split, combine or reclassify any of its Equity Interests; or enter into, or otherwise become a party to, any Contract relating to the voting, registration or transfer of any Equity Interests of the CompanyCompany (except as otherwise contemplated by this Agreement); (v) (A) Increase the rate or terms of compensation payable or to become payable by the Company to its managers, directors, officers or Company Employees, except increases occurring in the Ordinary Course of Business; or (B) increase the rate or terms (including vesting status) of any bonus, insurance, pension or other employee benefit plan or arrangement made to, for or with any such managers, directors, officers or Company Employees, except increases occurring in the Ordinary Course of Business; (vi) Create, incur or assume any Indebtedness (excluding borrowings under the Company Seller Credit Facility relating solely to the Assets in the Ordinary Course of Business) or guarantee any Indebtedness of any Person or create, incur or permit to exist any Lien on any asset of the Company other than Permitted Encumbrances; (viivi) (A) Amend the Organizational Documents of the Company, (B) amend in any material respects or terminate any Lease or any Material Agreement except as may be terminated by operation of its terms through no fault or election of the Company or as permitted under this Agreement or (C) assign any Lease or Material Agreement to any Person; (viiivii) Make an equity investment in any other Person or acquire, by merger or consolidation or purchase, any Equity Interests in any Person; (ixviii) Engage in any line of business in which it is not engaged as of the date hereof; (xix) Make any change in any method of accounting or accounting principles other than as required by GAAP; (xix) Enter into any settlement of any material issue with respect to any assessment or audit or other administrative or judicial proceeding with respect to Taxes for which the Company or Buyer may have Liability; (xiixi) Terminate or voluntarily relinquish any Permit; (xiiixii) Establish, amend or terminate an Employee Plan except for amendments and terminations required by applicable Law, or enter Enter into, amend or terminate any consulting, employment, severance, change of control, bonus, termination or similar Contract with any Person; (xivxiii) Make any loan to or enter into any transaction with any Company Employee, or any officer, director or Affiliate of the Company, except for the payment of salaries, commissions and benefits to which all similarly situated employees are generally entitled; or make any loan to any consultant of the Company; (xvxiv) Resign, transfer or otherwise voluntarily relinquish any control, possession of or right it has as of the date of this Agreement as operator of any Asset; (xvixv) Sell, lease or sublease, transfer, farm out or otherwise dispose of or mortgage, pledge or otherwise encumber any Asset (except for Permitted Encumbrances and sales of Hydrocarbons in the Ordinary Course of Business) or acquire any oil and gas interests or any other assets that have a value at the time of such acquisition of $50,000 or more; (xviixvi) Enter into any hedging or derivative Contract (financial, commodity or otherwise) other than the Xxxxxx; (xviiixvii) Make any loan, advance or capital contribution to, or investment in, any Person; (xixxviii) Agree with any Person to limit or otherwise restrict in any manner the ability of the Company to compete or otherwise conduct its business; (xxxix) Assume, endorse (other than endorsements of negotiable instruments in the Ordinary Course of Business), guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the Liabilities of any other Person; (xxixx) Incur any cost or expense for geophysical items including acquisition, processing, reprocessing or interpretation; make a capital expenditure or series of related capital expenditures of $50,000 or more; (xxiixxi) Propose, under any joint operating agreement, any operation with respect to the Assets reasonably expected to cost the Company in excess of $50,000; (xxiiixxii) Consent to any operation with respect to the Assets reasonably expected to cost the Company in excess of $50,000 that is proposed by any third party; (xxivxxiii) Execute any applicable pooling or unitization order; (xxvxxiv) Enter into any Contract that would constitute a Material Agreement (it being understood that Exhibit C shall be amended to reflect any such Material Agreement approved by Buyer); (xxvixxv) Change or make any material Tax election with respect to the Company or its Assets; (xxviixxvi) Reduce or terminate (or cause to be reduced or terminated) any insurance coverage now held in connection with any Asset (provided that if any insurance coverage terminates in accordance with its terms in effect on the date hereof, Seller will be Obligated to renew or replace such insurance coverage only if such renewal or replacement is available on commercially reasonable terms); (xxviiixxvii) Enter into any new marketing Contracts providing for the sale of Hydrocarbons for a term beyond October 31, 2013; (xxixxxviii) Take any action described in Section 4.27 (for the avoidance of doubt, Seller shall not permit the Company to take any action that Seller is not permitted to take pursuant to Section 4.27); or (xxxxxix) Resolve or enter into or adopt any plan or agreement with respect to any of the foregoing; provided, however, that (x) the foregoing shall not limit or restrict the ability of Seller or the Company to respond to emergency situations; provided, however, that Seller shall promptly notify Buyer of the same; and (y) with respect to AFEs and other proposed operations and pooling orders with respect to the Assets, Buyer shall be deemed to have approved the same unless Buyer objects to Seller’s recommended action or response with respect thereto within five days after Buyer is notified in writing thereof or, if response to a third party operator is required within a shorter time period, Seller shall provide Buyer a copy of the relevant request immediately after receipt and Buyer shall notify Seller of its objections within a reasonable period of time prior to the required response time; provided, however, that notwithstanding the immediately preceding proviso, Buyer shall be deemed to have approved each AFE for xxxxx proposed by Trilogy Operating, Inc. and (z) with respect delivered to Excluded Assets, the Seller is hereby expressly permitted Buyer and shall have no right to cause object to any expenditure made by the Company to distribute and assign each Excluded Asset to Seller before the Closingpursuant thereto.