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 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 9.1 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 agreements: contracts and agreements to the contrary, from the Execution Date to the Closing, without the prior written consent of Purchaser to act otherwise (i) which consent shall not to abandon any part be unreasonably withheld, conditioned or delayed), none of the Assets (except in the ordinary course of business Companies or the abandonment CAC Subsidiaries shall: (a) approve any capital projects on the Acquired Assets in excess of Lease(s) upon $100,000, or approve any Operations on the expiration Acquired Assets for the spudding, drilling or completion operations 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 well located on any of the applicable Asset Acquired Assets in excess of $100,000; (net to Grantor’s interestb) 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 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 into any farmout, farming farmin, or other similar contract affecting the Assets, Acquired Assets in excess of $250,000 in the aggregate; (ivc) not waive, compromise or settle, or violate, breach or default under, any material right or Claim that would, or would reasonably be expected to, adversely affect any of the Acquired Assets; (d) mortgage or pledge any of the Acquired Assets or create or suffer to let lapse exist any insurance now Lien thereupon, other than any Permitted Lien; (e) enter into any employment contract or modify the terms of any existing employment contract, in force each case, with respect to an employee whose compensation exceeds $50,000 per year; (f) grant any increase in the Assetsbase compensation of the Business Employees or consultants, except in the ordinary course of business; (vg) not to adopt, amend, modify or terminate any Benefit Plan (except as required by applicable Law); or (h) except as described in Section 9.3 below, enter into any new contract relating of the type described under Section 7.16(a), or amend, modify, terminate or waive any material provision under, any Lease or Material Contract (other than a termination or waiver pursuant to the operation terms thereof without any further affirmative action or conduct by the Companies or the CAC Subsidiaries). Requests for approval of any action restricted by this Section 9.2 and Section 9.1(a)(iii) shall be delivered to the Assetsfollowing individual, (vi) not who shall have full authority to grant or create deny such requests for approval on behalf of Purchaser: Xxxx Xxxx xxxxx@xxxx.xxx Xxx Xxxx xxxxx@xxxx.xxx Purchaser’s approval of any preferential right action restricted by this Section 9.2 shall not be unreasonably withheld, delayed or conditioned and shall be considered granted in full within 10 days (unless a shorter time is reasonably required by the circumstances and such shorter time is specified in Sellers’ notice) of Sellers’ 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 Sellers to the contrary during that period. Purchaser acknowledges that the Company Entities own 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 Sellers, the Companies or takethe CAC Subsidiaries shall not constitute a violation of the provisions of this Section 9.2, 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 the Companies and/or the CAC Subsidiaries, as applicable, 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 9.2.

Restriction on Operations. Subject to Except as expressly required by this Agreement (other than Section 7.1(a6.1(a)) or as set forth on Schedule 6.1, unless Grantor obtains without the prior written consent of Grantee Corporation (which shall not be unreasonably withheld, conditioned or delayed) and subject to act otherwisethe remaining provisions of this Section 6.1, Grantor will use good-faith efforts within during the constraints of the applicable operating agreements and other applicable agreements: Interim Period, Contributor shall not: (i) not to abandon sell, transfer, abandon, farmout, lease, encumber or create a Lien on (other than Permitted Encumbrances), exchange or otherwise dispose of any part of its interest in the Assets (except other than sales of obsolete or salvage equipment or sales of Hydrocarbons 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 quantitiesto Third Parties), ; (ii) except for Capital Projectswaive, Grantor will notify Grantee ofcompromise, and will not commit to, release or settle any operation material right or activity involving claim in respect of the Assets that is reasonably anticipated to result in costs and expenses to if such waiver, compromise, release or settlement would adversely affect the owner use, ownership or operation of any 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 Assets from and ongoing commitments under existing AFE’s disclosed pursuant to Section 5.22), after the Closing in any material respect; (iii) not to convey or dispose of enter into 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 Contract with respect to the AssetsAssets that would have been a Material Contract if it would have been in effect as of the Execution Date; (iv) materially modify, materially amend or voluntarily terminate, or waive any material right under, any Material Contract, Surface Interest or Lease, or amend or modify in any material respect any Contract that, if such Contract had been so amended or modified as of the Execution Date, would have constituted a Material Contract; (v) not to modify or terminate any contract relating subject to the final paragraph of Section 6.1(c), propose, approve or commit to any operation (or series of related operations) reasonably anticipated to require future capital expenditures by Contributor or, after the AssetsClosing, by Corporation, in excess of $100,000 net to Contributor’s Working Interest, except for emergency operations to protect persons, property or the environment; (vi) not to voluntarily relinquish operatorship of any Asset; (vii) grant or create any preferential Preferential Purchase Right with respect to the Properties; (viii) unless required by any applicable Law, Material Contract or Lease, plug or abandon or shut-in or temporarily abandon any Well (or propose any operation therefor); (ix) unless required by applicable Law, make, change or revoke any material Tax election, file any material amended Tax Return, settle or compromise any material Tax Audit, or surrender any right to purchaseclaim a material refund of Taxes, right of first negotiationin each case, right of first purchase, Transfer Restriction or similar right, obligation or requirement with respect to the Assets; or (viix) not to incur commit or enter into 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 Contract to do any of the foregoingforegoing in this Section 6.1(b).

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 Except in the case of an emergency, Seller will promptly inform Buyer of all requests for commitments to Section 7.1(a), unless Grantor obtains expend funds for operations on the Assets for which Seller received a notice of proposed operations for in excess of $50,000 net to Seller’s interest. Without the prior written consent of Grantee Buyer, but excluding the Gas Purchase Contracts, Seller shall not prior to act otherwise, Grantor will use good-faith efforts within Closing: (1) enter into any new agreements or commitments with respect to the constraints Assets which extend beyond the Closing; (2) commit to or incur any expenditures in excess of the applicable operating agreements and other applicable agreements: $50,000 (inet to Seller’s interest) not with respect to abandon any part of the Assets Assets; (except in 3) make any non-consent elections with respect to operations affecting the ordinary course of business Assets; (4) recommend or support the abandonment of Lease(s) upon the expiration of their respective primary terms any Well or if not capable of production in paying quantitiesrelease (or permit to terminate), (ii) except for Capital Projects, Grantor will notify Grantee of, and will not commit to, modify or reduce its rights under all or any operation or activity involving the Assets that is reasonably anticipated to result in costs and expenses to the owner portion of any of the applicable Asset Leases; (net to Grantor’s interest5) 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 of the Material Agreements or waive or relinquish any right thereunder; (6) enter into any agreement or instrument for the sale, treatment, or transportation of production from the Assets (except for sales agreements terminable on no more than 31 days’ notice and that are described in Section 7.13); (7) encumber, sell or otherwise dispose of any of the Assets, other than personal property that is replaced by equivalent property or consumed in the normal operation of the Assets; and (8) propose or consent to (A) the drilling of any additional xxxxx, (viB) not to grant the deepening, plugging back or create reworking of any preferential right to purchaseWell, right (C) the conducting of first negotiationany other operations which require consent under the applicable operating agreement, right or (D) the conducting of first purchase, Transfer Restriction or similar right, obligation or requirement with respect to any other operations other than the normal operation of the existing Xxxxx on 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 foregoingexcept as provided in Section 9.1(a).