Restrictions on Certain Actions. From the date hereof until the Closing Date, Sellers will not, without Buyer’s prior consent in connection with the Properties: (a) expend any funds, or make any commitments to expend funds (including entering into new agreements which would obligate Sellers to expend funds), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with operation of the Properties after the Effective Date and as set out in the 2008 Appalachia Drilling Plan, a copy of which has been previously furnished to Buyer by Sellers, and except in the event of an emergency requiring immediate action to protect life or preserve the Properties; (b) except where necessary to prevent the termination of a Lease or other material agreement governing Sellers’ interest in the Properties, propose the drilling of any additional xxxxx, or propose the deepening, plugging back or reworking of any existing xxxxx, or propose the conducting of any other operations which require consent under the applicable operating agreement, or propose the conducting of any other operations other than the normal operation of the existing xxxxx on the Oil and Gas Properties, or propose the abandonment of any xxxxx on the Oil and Gas Properties (and Sellers agree that they will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer); (c) sell, transfer, or abandon any portion of the Properties other than items of materials, supplies, machinery, equipment, improvements, or other personal property or fixtures forming a part of the Properties (and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the Properties); or (d) release (or permit to terminate), or modify or reduce its rights under, any oil, gas, or mineral lease forming a part of the Oil and Gas Properties, or any Material Agreement, or modify any existing production sales contracts or enter into any new production sales contracts, except contracts terminable by Sellers with notice of 60 days or less.
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement (Linn Energy, LLC), Asset Purchase and Sale Agreement (Linn Energy, LLC)
Restrictions on Certain Actions. From the date hereof until the Closing DateClosing, Sellers Seller will not, without Buyer’s prior consent in connection with the Propertiesconsent:
(a) expend any funds, or make any commitments to expend funds (including entering into new agreements which would obligate Sellers to expend funds), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with operation of the Properties after the Effective Date and as set out in the 2008 Appalachia Drilling Plan, a copy of which has been previously furnished to Buyer by Sellers, and except in the event of an emergency requiring immediate action to protect life or preserve the Properties;
(b) except where necessary to prevent the termination of a Lease or other material agreement governing Sellers’ interest in the Properties, propose the drilling of any additional xxxxx, or propose the deepening, plugging back or reworking of any existing xxxxx, or ;
(b) propose the conducting of any other operations which require consent under the applicable operating agreement, or ;
(c) propose the conducting of any other operations other than the normal operation of the existing xxxxx on the Oil and Gas Properties, or ;
(d) propose the abandonment of any xxxxx on the Oil and Gas Properties (and Sellers agree that they will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer)Properties;
(ce) sell, transfer, transfer or abandon any portion of the Properties other than items of materials, supplies, machinery, equipment, improvements, oil or other personal property or fixtures forming a part of the Properties (gas produced from Oil and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the Gas Properties); or;
(df) release (or permit to terminate), or modify or reduce its rights under, any oil, gas, or gas and/or mineral lease forming a part of the Oil and Gas Properties; or
(g) make or revoke any material Tax election, or settle or compromise any Material material Tax liability, or change (or make a request to any Taxing Authority to change) any material aspect of its method of accounting for Tax purposes, in each case if such action would have any material adverse effect on the Properties following the Closing; provided that, notwithstanding anything to the contrary in this Agreement (other than the adjustment provisions set forth in Article X with respect to the Prepaid Amounts), (i) Seller’s obligation to approve, consent to, make any election with respect to or otherwise respond to any matter, or to pay any amounts pursuant to any AFE, JIB or drilling advance invoice or similar invoice, proposed or submitted to Seller by Buyer or any other person under the applicable operating agreements relating to the Properties, whether proposed or submitted prior to or on or after the date of this Agreement, shall be suspended and (ii) whether or modify any existing production sales contracts not the Closing occurs, Seller shall not be deemed in breach or enter into any new production sales contractsviolation of such operating agreements on account of its failure to so approve, except contracts terminable by Sellers with notice of 60 days consent, elect, respond or lesspay during the period such obligation is suspended.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Approach Resources Inc)
Restrictions on Certain Actions. From the date hereof until the Closing Date, Sellers Seller will not, without Buyer’s 's prior consent in connection with the Propertiesconsent:
(a) except as described on Schedule 6.3 of the Seller’s Disclosure Schedule, expend any fundsfunds in excess of twenty five thousand dollars ($25,000), or make any commitments to expend funds (including entering into new agreements which would obligate Sellers Seller to expend fundsfunds in excess of $25,000), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with the ownership or operation of the Properties after the Effective Date and as set out Date, other than routine expenses incurred in the 2008 Appalachia Drilling Plan, a copy normal operation of which has been previously furnished to Buyer by Sellers, the existing xxxxx on the Oil and Gas Properties and except in the event of an emergency requiring immediate action to protect life or preserve the Properties;
(b) except where necessary to prevent the termination of a Lease an oil and gas lease or other material agreement governing Sellers’ Seller's interest in the Properties, propose the drilling of any additional xxxxx, or propose the deepening, plugging back or reworking of any existing xxxxx, or propose the conducting of any other operations which require consent under the applicable operating agreement, or propose the conducting of any other operations other than the normal operation of the existing xxxxx on the Oil and Gas Properties, or propose the abandonment of any xxxxx on the Oil and Gas Properties (and Sellers agree Seller agrees that they it will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer);
(c) sell, transfer, transfer or abandon any portion of the Properties other than items of materials, supplies, machinery, equipment, improvements, improvements or other personal property or fixtures forming a part of the Properties (and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the Properties); or
(d) release (or permit to terminate), or modify or reduce its rights under, any oil, gas, gas or mineral lease forming a part of the Oil and Gas Properties, or any Material Agreementother Basic Document, or enter into any new agreements which would be Basic Documents, or modify any existing production sales contracts or enter into any new production sales contracts, except contracts terminable by Sellers Seller with notice of 60 days or less.
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement (Vanguard Natural Resources, LLC), Asset Purchase and Sale Agreement (Vanguard Natural Resources, LLC)
Restrictions on Certain Actions. From the date hereof until the Closing Date, Sellers will not, without Buyer’s prior consent in connection with the Properties:
(a) expend any funds, or make any commitments to expend funds (including entering into new agreements which would obligate Sellers to expend funds), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with operation of the Properties after the Effective Date and as set out in the 2008 Appalachia Drilling PlanDate, a copy of which has been previously furnished to Buyer by Sellers, and except in the event of an emergency requiring immediate action to protect life or preserve the Properties;
(b) except where necessary to prevent the termination of a Subject Lease or other material agreement governing Sellers’ interest in the Properties, propose the drilling of any additional xxxxx, or propose the deepening, plugging back or reworking of any existing xxxxx, or propose the conducting of any other operations which require consent under the applicable operating agreement, or propose the conducting of any other operations other than the normal operation of the existing xxxxx on the Oil and Gas Properties, or propose the abandonment of any xxxxx on the Oil and Gas Properties (and Sellers agree that they will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer);
(c) sell, transfer, or abandon any portion of the Properties other than items of materials, supplies, machinery, equipment, improvements, or other personal property or fixtures forming a part of the Properties (and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the Properties);
(d) act in any manner with respect to the Properties other than in the normal, usual and customary manner, consistent with prior prudent practices (including paying or causing to be paid all associated costs and expenses of owning, operating and using the Properties, including those meant to preserve the Properties intact) and other than in compliance with the Subject Leases and all Applicable Laws;
(e) make or enter into an agreement, contract or commitment affecting the Deep Rights (other than with respect to an Existing Deep Well;
(f) make or agree to any material revision, amendment or change to any of the Scheduled Contracts and Permits;
(g) grant or suffer to exist any Lien upon the Properties (other than Permitted Encumbrances or any Lien which will be released in full at the Closing);
(h) waive, compromise or settle any material claim or cause of action if such waiver, compromise or settlement would adversely affect the value, use, ownership or operation of any of the Deep Rights in any respect;
(i) make or incur, or agree to make or incur, any expenditure or series or related expenditures exceeding Twenty-Five Thousand Dollars ($25,000) for which Buyer will be responsible after the Closing under the terms of this Agreement, except any expenditure necessary to maintain the Oil and Gas Properties in accordance with Section 6.3(d) or to address an emergency, or to preserve Sellers interest in the Shallow Zones; or
(dj) release (or permit to terminate), or modify or reduce its rights under, any oil, gas, or mineral lease forming a part of the Oil and Gas PropertiesSubject Lease, or any Material AgreementContract, or modify any existing production sales contracts or enter into any new production sales contracts, except contracts terminable by Sellers with notice of 60 days or less.. Without expanding any obligations that Sellers may have to Buyer, it is expressly agreed that Sellers shall never have any liability to Buyer with respect to operation of a Property greater than that which it might have as the operator under the applicable operating agreement (or, in the absence of such an agreement, under the AAPL 610 (1989 Revision) form Operating Agreement);
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Linn Energy, LLC)
Restrictions on Certain Actions. From the date hereof until Closing, except (x) as set forth in Seller’s development plan attached as Section 6.3 of the Closing DateSeller Disclosure Schedule, Sellers (y) for the completion of the Xxxxx listed on Schedule 2.4(a), and (z) for the drilling and completion of the Xxxxx listed on Schedule 2.4(b), Seller will not, without Buyer’s prior consent written consent, in connection with the Propertiesany Oil and Gas Asset:
(a) expend any fundsfunds in excess of $150,000, or make any commitments to expend funds in excess of $150,000 (including entering into new agreements which would obligate Sellers Seller to expend funds), or otherwise incur any other obligations or liabilitiesliabilities in excess of $150,000, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with routine operation of the Properties after the Effective Date such Oil and as set out in the 2008 Appalachia Drilling Plan, a copy of which has been previously furnished to Buyer by Sellers, Gas Asset and except in the event of an emergency requiring immediate action to protect life or preserve the Propertiessuch Oil and Gas Asset;
(b) except where necessary to prevent the termination of a Lease or other material agreement governing Sellers’ Seller’s interest in the Propertiesan Oil and Gas Asset, propose the drilling of any additional xxxxx, or propose the deepening, plugging back or reworking of any existing xxxxxXxxxx, or propose the conducting of any other operations which require consent under the applicable operating agreement, or propose the conducting of any other operations other than the normal operation of the existing xxxxx Well on the any Oil and Gas PropertiesAsset, or propose the abandonment of any xxxxx Well on the any Oil and Gas Properties Asset (and Sellers agree Seller agrees that they it will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer);
(c) sell, transfermortgage, pledge, transfer or abandon, or abandon permit any Lien to be placed, on any portion of the Properties any Oil and Gas Asset other than items of materials, supplies, machinery, equipment, improvements, improvements or other personal property or fixtures forming a part of the Properties an Oil and Gas Asset (and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interestsLiens, which replacement item will then, for the purposes of this Agreement, become part of the PropertiesOil and Gas Assets); or;
(d) release (or permit to terminate), or modify or reduce its rights under, any oil, gas, or mineral lease Lease forming a part of the Oil and Gas PropertiesAssets, or any Material Agreementother material contracts binding on Seller, or enter into any material agreements, or modify any existing production sales contracts or enter into any new production sales contracts, except contracts terminable by Sellers Seller with notice of 60 30 days or less;
(e) voluntarily release any drilling rig working on an Oil and Gas Asset operated by Seller;
(f) fail to maintain insurance coverage on the Assets in the amounts and of the types currently in force;
(g) fail to use Reasonable Best Efforts to maintain in full force and effect the Leases that are capable of producing in paying quantities;
(h) fail to maintain all Permits in the name of Seller affecting the Assets; or
(i) make or change any election or enter into any agreement with respect to Taxes that would be binding on Buyer or the Assets after the Closing.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Forest Oil Corp)
Restrictions on Certain Actions. From the date hereof until the Closing Date, Sellers Seller will not, without Buyer’s Xxxxx's prior consent in connection with the Propertiesconsent:
(a) except as described on Schedule 6.3 of the Seller’s Disclosure Schedule, expend any fundsfunds in excess of twenty five thousand dollars ($25,000), or make any commitments to expend funds (including entering into new agreements which would obligate Sellers Seller to expend fundsfunds in excess of $25,000), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with the ownership or operation of the Properties after the Effective Date and as set out Date, other than routine expenses incurred in the 2008 Appalachia Drilling Plan, a copy normal operation of which has been previously furnished to Buyer by Sellers, the existing xxxxx on the Oil and Gas Properties and except in the event of an emergency requiring immediate action to protect life or preserve the Properties;
(b) except where necessary to prevent the termination of a Lease an oil and gas lease or other material agreement governing Sellers’ Seller's interest in the Properties, propose the drilling of any additional xxxxx, or propose the deepening, plugging back or reworking of any existing xxxxx, or propose the conducting of any other operations which require consent under the applicable operating agreement, or propose the conducting of any other operations other than the normal operation of the existing xxxxx on the Oil and Gas Properties, or propose the abandonment of any xxxxx on the Oil and Gas Properties (and Sellers agree Xxxxxx agrees that they it will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by BuyerXxxxx);
(c) sell, transfer, transfer or abandon any portion of the Properties other than items of materials, supplies, machinery, equipment, improvements, improvements or other personal property or fixtures forming a part of the Properties (and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the Properties); or
(d) release (or permit to terminate), or modify or reduce its rights under, any oil, gas, gas or mineral lease forming a part of the Oil and Gas Properties, or any Material Agreementother Basic Document, or enter into any new agreements which would be Basic Documents, or modify any existing production sales contracts or enter into any new production sales contracts, except contracts terminable by Sellers Seller with notice of 60 days or less.
Appears in 1 contract
Samples: Asset Purchase Agreement
Restrictions on Certain Actions. From the date hereof until the Closing DateClosing, Sellers Seller will not, without Buyer’s prior consent in connection with the Propertiesconsent:
(a) expend any funds, or make any commitments to expend funds (including entering into new agreements which would obligate Sellers Seller to expend funds), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with routine operation of the Properties after the Effective Date and as set out except (i) for those commitments listed in Section 4.8 of the 2008 Appalachia Drilling Plan, a copy of which has been previously furnished to Buyer by Sellers, Seller Disclosure Schedule and except (ii) in the event of an emergency requiring immediate action to protect life or preserve the Properties;
(b) except where necessary to prevent the termination of a Lease an oil and gas lease or other material agreement governing Sellers’ Seller’s interest in the PropertiesProperties (and then not without delivering prior notice describing the action proposed to be taken to Buyer), propose the drilling of any additional xxxxx, or propose the deepening, plugging back or reworking of any existing xxxxx, or propose the conducting of any other operations which require consent under the applicable operating agreement, or propose the conducting of any other operations other than the normal operation of the existing xxxxx on the Oil and Gas Properties, or enter into or modify any pooling or unitization agreement, or propose the abandonment of any xxxxx on the Oil and Gas Properties (and Sellers agree Seller agrees that they it will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer);
(c) sell, transfer, transfer or abandon any portion of the Properties other than items of materials, supplies, machinery, equipment, improvements, improvements or other personal property or fixtures forming a part of the Properties (and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the Properties); or
(d) release (or permit to terminate), or modify or reduce its rights under, any oil, gas, gas or mineral lease forming a part of the Oil and Gas Properties, or any Material Agreementother Basic Document, or enter into any new agreements which would constitute a Basic Document, or modify any existing production sales contracts or enter into any new production sales contracts, except contracts terminable by Sellers Seller with notice of 60 days or less.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Constellation Energy Partners LLC)
Restrictions on Certain Actions. From the date hereof until Closing, except as set forth in Seller's development plan attached as Section 6.3 of the Closing DateSeller Disclosure Schedule, Sellers Seller will not, without Buyer’s 's prior consent in connection with the Properties:
(a) expend any funds, or make any commitments to expend funds (including entering into new agreements which would obligate Sellers Seller to expend funds), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with routine operation of the Properties after the Effective Date and as set out in the 2008 Appalachia Drilling Plan, a copy of which has been previously furnished to Buyer by Sellers, and except in the event of an emergency requiring immediate action to protect life or preserve the Properties;
(b) except where necessary to prevent the termination of a Lease or other material agreement governing Sellers’ Seller's interest in the Properties, propose the drilling of any additional xxxxx, or propose the deepening, plugging back or reworking of any existing xxxxx, or propose the conducting of any other operations which require consent under the applicable operating agreement, or propose the conducting of any other operations other than the normal operation of the existing xxxxx on the Oil and Gas Properties, or propose the abandonment of any xxxxx on the Oil and Gas Properties (and Sellers agree Seller agrees that they it will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer);
(c) sell, transfer, transfer or abandon any portion of the Properties other than items of materials, supplies, machinery, equipment, improvements, improvements or other personal property or fixtures forming a part of the Properties (and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the Properties); or
(d) release (or permit to terminate), or modify or reduce its rights under, any oil, gas, gas or mineral lease forming a part of the Oil and Gas Properties, or any Material Agreementother Basic Document, or enter into any new agreements which would be Basic Documents, or modify any existing production sales contracts or enter into any new production sales contracts, except contracts terminable by Sellers Seller with notice of 60 days or less.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (EV Energy Partners, LP)
Restrictions on Certain Actions. From the date hereof until the Closing DateExcept as contemplated by Section 4.8, Sellers Seller will not, without Buyer’s 's prior consent in connection with the Propertiesconsent:
(a) expend any funds, or make any commitments to expend funds (including entering into new agreements which would obligate Sellers Seller to expend funds), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with the ownership or operation of the Properties after the Effective Date and as set out Date, other than routine expenses incurred in the 2008 Appalachia Drilling Plannormal operation of the existing wellx xx the Oil and Gas Properties, a copy of which has been previously furnished to Buyer by Sellers, and except in the event of an emergency requiring immediate action to protect life or preserve the Properties;
(b) except where necessary to prevent the termination of a Lease an oil and gas lease or other material agreement governing Sellers’ Seller's interest in the Properties, propose the drilling of any additional xxxxxwellx, or xx propose the deepening, plugging back or reworking of any existing xxxxxwellx, or xx propose the conducting of any other operations which require consent under the applicable operating agreement, or propose the conducting of any other operations other than the normal operation of the existing xxxxx on wellx xx the Oil and Gas Properties, or propose the abandonment of any xxxxx on wellx xx the Oil and Gas Properties (and Sellers agree Seller agrees that they it will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer);
(c) sell, transfer, transfer or abandon any portion of the Properties other than oil, gas and other minerals in the ordinary course of business and items of materials, supplies, machinery, equipment, improvements, improvements or other personal property or fixtures forming a part of the Properties (and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the Properties); or
(d) release (or permit to terminate), or modify or reduce its rights under, any oil, gas, or gas and/or mineral lease forming a part of the Oil and Gas Properties, or any Material Agreementother Basic Document, or enter into any new agreements which would be Basic Documents, or modify any existing production sales contracts or enter into any new production sales contracts, except contracts terminable by Sellers Seller with notice of 60 sixty (60) days or less.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Petroglyph Energy Inc)
Restrictions on Certain Actions. From the date hereof until the Closing Date, Sellers will not, without Buyer’s prior written consent in connection with the Properties:
(a) expend any funds, or make any commitments to expend funds (including entering into new agreements which would obligate Sellers to expend funds), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with operation of the Properties after the Effective Date and as set out in the 2008 Appalachia Drilling PlanDate, a copy of which has been previously furnished to Buyer by Sellers, and except in the event of an emergency requiring immediate action to protect life or preserve the Properties;
(b) except where necessary to prevent the termination of a Lease or other material agreement governing Sellers’ interest in the Properties, propose the drilling of any additional xxxxx, or propose the deepening, plugging back or reworking of any existing xxxxx, or propose the conducting of any other operations which require consent under the applicable operating agreement, or propose the conducting of any other operations other than the normal operation of the existing xxxxx on the Oil and Gas Properties, or propose the abandonment of any xxxxx on the Oil and Gas Properties (and Sellers agree that they will advise Buyer of and seek Buyer’s direction as to any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer);
(c) sell, transfer, or abandon any portion of the Properties other than items of materials, supplies, machinery, equipment, improvements, or other personal property or fixtures forming a part of the Properties (and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the Properties);
(d) voluntarily relinquish operations of any Oil and Gas Property currently operated by Sellers to anyone other than Buyer; or
(de) release (or permit to terminate), or modify or reduce its rights under, any oil, gas, or mineral lease Lease forming a part of the Oil and Gas Properties, or any Material Agreement, or modify any existing production sales contracts or enter into any new production sales contracts, except contracts terminable by Sellers with notice of 60 thirty (30) days or less.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Linn Energy, LLC)
Restrictions on Certain Actions. From the date hereof until the Closing Date, Sellers Seller will not, without Buyer’s prior consent in connection with the Propertiesconsent:
(a) expend any funds, or make any commitments to expend funds (including entering into new agreements which would obligate Sellers to expend funds), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with operation of the Properties after the Effective Date and as set out in the 2008 Appalachia Drilling Plan, a copy of which has been previously furnished to Buyer by Sellers, and except in the event of an emergency requiring immediate action to protect life or preserve the Properties;
(b) except where necessary to prevent the termination of a Lease or other material agreement governing Sellers’ interest in the Properties, propose the drilling of any additional xxxxx, or propose the deepening, plugging back or reworking of any existing xxxxx, or ;
(b) propose the conducting of any other operations which require consent under the applicable operating agreement, or ;
(c) propose the conducting of any other operations other than the normal operation of the existing xxxxx on the Oil and Gas Properties, or ;
(d) propose the abandonment of any xxxxx on the Oil and Gas Properties (and Sellers agree that they will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer)Properties;
(ce) sell, transfer, transfer or abandon any portion of the Properties other than items of materials, supplies, machinery, equipment, improvements, oil or other personal property or fixtures forming a part of the Properties (gas produced from Oil and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the Gas Properties); or;
(df) release (or permit to terminate), or modify or reduce its rights under, any oil, gas, or gas and/or mineral lease forming a part of the Oil and Gas Properties; or
(g) make or revoke any material Tax election, or settle or compromise any Material material Tax liability, or change (or make a request to any Taxing Authority to change) any material aspect of its method of accounting for Tax purposes, in each case if such action would have any material adverse effect on the Properties following the Closing; provided that, notwithstanding anything to the contrary in this Agreement (other than the adjustment provisions set forth in Article X with respect to the Prepaid Amounts), (i) Seller’s obligation to approve, consent to, make any election with respect to or otherwise respond to any matter, or to pay any amounts pursuant to any AFE, JIB or drilling advance invoice or similar invoice, proposed or submitted to Seller by Buyer or any other person under the applicable operating agreements relating to the Properties, whether proposed or submitted prior to or on or after the date of this Agreement, shall be suspended and (ii) whether or modify any existing production sales contracts not the Closing occurs, Seller shall not be deemed in breach or enter into any new production sales contractsviolation of such operating agreements on account of its failure to so approve, except contracts terminable by Sellers with notice of 60 days consent, elect, respond or lesspay during the period such obligation is suspended.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Approach Resources Inc)
Restrictions on Certain Actions. From the date hereof until the Closing Date, Sellers Seller will not, without Buyer’s 's prior consent in connection with the Propertiesconsent:
(a) expend any funds, or make any commitments to expend funds (including entering into new agreements which would obligate Sellers to expend funds), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with operation of the Properties after the Effective Date and as set out in the 2008 Appalachia Drilling Plan, a copy of which has been previously furnished to Buyer by Sellers, and except in the event of an emergency requiring immediate action to protect life or preserve the Properties;
(b) except where necessary to prevent the termination of a Lease or other material agreement governing Sellers’ interest in the Properties, propose the drilling of any additional xxxxxwxxxx, or propose the deepening, plugging back or reworking of any existing xxxxx, or wxxxx;
(b) propose the conducting of any other operations which require consent under the applicable operating agreement, or ;
(c) propose the conducting of any other operations other than the normal operation of the existing xxxxx wxxxx on the Oil and Gas Properties, or ;
(d) propose the abandonment of any xxxxx wxxxx on the Oil and Gas Properties (and Sellers agree that they will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer)Properties;
(ce) sell, transfer, transfer or abandon any portion of the Properties other than items of materials, supplies, machinery, equipment, improvements, oil or other personal property or fixtures forming a part of the Properties (gas produced from Oil and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the Gas Properties); or;
(df) release (or permit to terminate), or modify or reduce its rights under, any oil, gas, or gas and/or mineral lease forming a part of the Oil and Gas Properties; or
(g) make or revoke any material Tax election, or settle or compromise any Material material Tax liability, or change (or make a request to any Taxing Authority to change) any material aspect of its method of accounting for Tax purposes, in each case if such action would have any material adverse effect on the Properties following the Closing; provided that, notwithstanding anything to the contrary in this Agreement (other than the adjustment provisions set forth in Article X with respect to the Prepaid Amounts), (i) Seller's obligation to approve, consent to, make any election with respect to or otherwise respond to any matter, or to pay any amounts pursuant to any AFE, JIB or drilling advance invoice or similar invoice, proposed or submitted to Seller by Buyer or any other person under the applicable operating agreements relating to the Properties, whether proposed or submitted prior to or on or after the date of this Agreement, shall be suspended and (ii) whether or modify any existing production sales contracts not the Closing occurs, Seller shall not be deemed in breach or enter into any new production sales contractsviolation of such operating agreements on account of its failure to so approve, except contracts terminable by Sellers with notice of 60 days consent, elect, respond or lesspay during the period such obligation is suspended.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Magnum Hunter Resources Corp)
Restrictions on Certain Actions. From During the date hereof until period between execution of this Agreement and the Closing Date, Sellers Seller will not, without Buyer’s prior consent in connection with the Propertieswritten consent:
(ai) expend any funds, or make any commitments to expend funds (including entering into new agreements which would obligate Sellers Seller to expend funds), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with the ownership or operation of the Properties after the Effective Date and as set out Xxxx, other than routine expenses incurred in the 2008 Appalachia Drilling Planordinary course of business in connection with the operation of the existing xxxxx on Properties, a copy of which has been previously furnished to Buyer by Sellers, and or except in the event of an emergency requiring immediate action to protect life or preserve the Properties;
(bii) except where necessary to prevent the termination of a Lease an oil and gas lease or other material agreement governing Sellers’ Seller’s interest in the Properties, propose the drilling of any additional xxxxx, or propose the deepening, plugging back or reworking of any existing xxxxx, or propose the conducting of any other operations which require consent under the applicable operating agreement, . or propose the conducting of any other operations other than the normal operation of the existing xxxxx on the Oil and Gas Properties, or propose the abandonment of any xxxxx on the Oil and Gas Properties (and Sellers agree Seller agrees that they it will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer);
(ciii) sell, transfer, transfer or abandon any portion of the Properties other than hydrocarbons in the ordinary course of business or items of materials, supplies, machinery, equipment, improvements, improvements or other personal property or fixtures forming a part of the Properties (and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the Properties); or;
(div) except in the ordinary course of business, release (or permit to terminate), or modify or reduce its Seller’s rights under, any oil, gas, or gas and/or mineral lease forming a part of the Oil and Gas Properties, or any Material Agreementother Contract, or enter into any new agreements which would be Contracts, or modify any existing production sales contracts or enter into any new production sales contracts, except contracts terminable by Sellers ; or
(v) take any other action with notice respect to any of 60 days the Properties that would cause a material diminution in the value thereof or lessthat would materially and adversely affect the use and enjoyment thereof.
Appears in 1 contract
Restrictions on Certain Actions. From the date hereof until the LP Closing Date, LP Sellers will not, without Buyer’s prior consent in connection with the LP Properties:
(a) expend any funds, or make any commitments to expend funds (including entering into new agreements which would obligate LP Sellers to expend funds), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with operation of the LP Properties after the Effective Date and as set out in the 2008 Appalachia Drilling Plan, a copy of which has been previously furnished to Buyer by LP Sellers, and except in the event of an emergency requiring immediate action to protect life or preserve the LP Properties;
(b) except where necessary to prevent the termination of a Lease or other material agreement governing LP Sellers’ interest in the LP Properties, propose the drilling of any additional xxxxx, or propose the deepening, plugging back or reworking of any existing xxxxx, or propose the conducting of any other operations which require consent under the applicable operating agreement, or propose the conducting of any other operations other than the normal operation of the existing xxxxx on the LP Oil and Gas Properties, or propose the abandonment of any xxxxx on the LP Oil and Gas Properties (and LP Sellers agree that they will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer);
(c) sell, transfer, or abandon any portion of the LP Properties other than items of materials, supplies, machinery, equipment, improvements, or other personal property or fixtures forming a part of the LP Properties (and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the LP Properties); or
(d) release (or permit to terminate), or modify or reduce its rights under, any oil, gas, or mineral lease forming a part of the LP Oil and Gas Properties, or any Material Agreement, or modify any existing production sales contracts or enter into any new production sales contracts, except contracts terminable by LP Sellers with notice of 60 days or less.
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Samples: Limited Partnership Asset Purchase and Sale Agreement (Linn Energy, LLC)
Restrictions on Certain Actions. From the date hereof until Closing, except as set forth in Seller's development plan attached as Section 6.3 of the Closing DateSeller's Disclosure Schedule, Sellers Seller will not, without Buyer’s 's prior consent in connection with the Properties:
(a) expend any funds, or make any commitments to expend funds (including entering into new agreements which would obligate Sellers Seller to expend funds), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with routine operation of the Properties after the Effective Date and as set out in the 2008 Appalachia Drilling Plan, a copy of which has been previously furnished to Buyer by Sellers, and except in the event of an emergency requiring immediate action to protect life or preserve the Properties;
(b) except where necessary to prevent the termination of a Lease or other material agreement governing Sellers’ Seller's interest in the Properties, propose the drilling of any additional additional
(c) xxxxx, or propose the deepening, plugging back or reworking of any existing xxxxx, or propose the conducting of any other operations which require consent under the applicable operating agreement, or propose the conducting of any other operations other than the normal operation of the existing xxxxx on the Oil and Gas Properties, or propose the abandonment of any xxxxx on the Oil and Gas Properties (and Sellers agree Seller agrees that they it will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer)) or except in the ordinary course of business and consistent with past practices, voluntarily waive or release any material rights with respect to any Property or voluntarily relinquish Seller's position as operator with respect to any Property;
(cd) sell, transfer, transfer or abandon any portion of the Properties other than items of materials, supplies, machinery, equipment, improvements, improvements or other personal property or fixtures forming a part of the Properties (and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interestsLiens, which replacement item will then, for the purposes of this Agreement, become part of the Properties); or;
(de) release (or permit to terminate), or modify or reduce its rights under, any oil, gas, or mineral lease Lease forming a part of the Oil and Gas Properties, or any Material Agreementother Basic Document, or enter into any new agreements which would be Basic Documents, or modify any existing production sales contracts or enter into any new production sales contracts, except contracts terminable by Sellers Seller with notice of 60 days or less;
(f) to the extent that Seller is not operator of any of the Properties, the obligations of Seller in this Section 6.3 shall be construed to require that Seller use Reasonable Best Efforts (without being obligated to incur any expense or institute any cause of action) to cause the operator of such Properties to take such action or render such performance within the constraints of the applicable operating agreements and other applicable agreements;
(g) keep in full force and effect insurance (including producing well and producing facilities coverages) comparable in amount and scope of coverage to that maintained by Seller for its Properties at the time of execution of this Agreement;
(h) promptly notify Buyer of each casualty loss about which Seller obtains Knowledge during the period between the date hereof and the Closing Date;
(i) enter into any contract for the sale or other disposition, or any call or option for such purchase, of Seller's interest in Hydrocarbons produced or to be produced from the Properties that is not terminable by Seller without penalty on 70 days' notice or less;
(j) voluntarily compromise, settle or adjust any amounts payable by reason of any casualty loss; or
(k) commit to do any of the foregoing.
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Samples: Asset Purchase and Sale Agreement (Swift Energy Co)