Common use of Restrictions on Operations Clause in Contracts

Restrictions on Operations. (a) Other than (i) its ownership of the OpCo Group and the Other Group and (ii) the HoldCo Permitted Operations (as defined below), HoldCo will have no other businesses, Assets or Liabilities except as permitted by this Section 7.03. (b) IPCo will have no business, Assets or Liabilities other than as expressly specified in the Transaction Documents or customary obligations incidental to the maintenance of its existence. (c) The Business will be operated exclusively by the OpCo Group (other than (i) until such time as they are transferred to OpCo pursuant to Section 2.10, the operations of the Business associated with the Retained Business Assets and Retained Business Liabilities and (ii) merchant acquisition, customer service and software development services provided to facilitate the Business, which may be subcontracted pursuant to one or more arms-length, market rate agreements). (d) HoldCo may have operations necessary or incidental to the management of HoldCo’s ownership of the Other Group, which operations will be limited to (i) a staff of up to fifty (50) employees and (ii) total Liabilities, other than Liabilities or obligations incurred pursuant to this Agreement, not to exceed Twenty-Five Million Dollars (US$25,000,000), which Liabilities may be incurred in transactions with or in respect of the Other Group (such operations and Liabilities, the “HoldCo Permitted Operations”); provided, however, that HoldCo may incur Indebtedness (only in an approved Related Party Transaction or to an Unrelated Third Party or to Unrelated Third Parties, pursuant to one or more bona fide arms-length negotiated agreements) where all of the proceeds from such Indebtedness (net of Transaction Expenses) are (x) simultaneously paid or contributed to OpCo or (y) used to pay the IPCo Note Amount, the Increase Payment, the Liquidity Event Payment, the Make-Whole Payment or the Impact Payment without regard to the Twenty-Five Million Dollars (US$25,000,000) limit set forth above, and any such Indebtedness shall not be counted against such limit. HoldCo may not provide guarantees for the benefit of the Other Group or any other Person, including in connection with its micro-finance deposit taking and lending business, if any such guarantee would cause HoldCo’s Liabilities to exceed the amount referred to in clause (ii) above. The Other Group shall not be restricted in any manner by this Agreement; provided, that this sentence does not limit any Party’s obligations hereunder with respect to the Other Group, including the restrictions on Related Party Transactions with the Other Group.

Restrictions on Operations. (a) Other than From the date hereof until the Closing Date, Seller shall (or, with respect to non-operated Xxxxx, shall use its commercially reasonable efforts to cause the operator of all Xxxxx in which it owns working interests to): (i) its ownership not abandon any Well on any Lease capable of commercial production, or release or abandon all or any part of the OpCo Group and Assets capable of commercial production, or release or abandon all or any portion of the Other Group and Leases without Purchaser’s written consent; (ii) not cause the HoldCo Assets to be developed, maintained or operated in a manner materially inconsistent with prior operation; (iii) not commence or agree to participate in any operation on the Assets anticipated to cost in excess of one hundred thousand Dollars ($100,000.00) per operation net to Seller’s interest without Purchaser’s written consent (except emergency operations, operations required under presently existing contractual obligations, and operations undertaken to avoid any penalty provision of any applicable agreement or order); (iv) not create any lien, security interest or other encumbrance with respect to the Assets (except for Permitted Operations (as defined belowEncumbrances), HoldCo will have no other businessesor, without Purchaser’s written consent, enter into any agreement for the sale, disposition or encumbrance of any of the Assets, or dedicate, sell, encumber or dispose of any oil and gas production, except in the ordinary course of business on a contract which is terminable on not more than thirty (30) days notice except production sold under a contract listed on Schedule A-3; (v) not agree to any alterations in the contracts included in or relating to a material portion of the Assets or Liabilities except as permitted enter into any material new contracts relating to the Assets (other then contracts terminable on not more than thirty (30) days notice) without Purchaser’s written consent; (vi) maintain in force all insurance policies covering the Assets; (vii) maintain the Leases in full force and effect and comply with all express or implied covenants contained therein (provided that this covenant shall not be deemed to expand Seller’s title warranties beyond those expressly contained in this Agreement); (viii) furnish Purchaser with copies of all AFE’s in excess of one hundred thousand dollars ($100,000.00) received or issued by this Section 7.03Seller prior to the Closing. (b) IPCo will have no businessFrom and after the date of this Agreement, Assets or Liabilities other than as expressly specified in the Transaction Documents or customary obligations incidental to the maintenance of its existence.until Closing, Seller shall: (c) The Business will be operated exclusively by the OpCo Group (other than (i) until such time as they are transferred provide Purchaser with access (or, where Seller is not an operator, use its commercially reasonable efforts to OpCo pursuant arrange for access) to Section 2.10the Assets for inspection thereof at the sole cost, the operations risk and expense of the Business associated with the Retained Business Assets and Retained Business Liabilities and Purchaser; (ii) merchant acquisitionuse reasonable efforts to obtain any and all necessary consents, customer service and software development services provided to facilitate the Business, which may be subcontracted pursuant to one or more arms-length, market rate agreements). waivers (d) HoldCo may have operations necessary or incidental to the management including waiver of HoldCo’s ownership of the Other Group, which operations will be limited to (i) a staff of up to fifty (50) employees and (ii) total Liabilities, other than Liabilities or obligations incurred pursuant to this Agreement, not to exceed Twenty-Five Million Dollars (US$25,000,000preferential purchase rights), which Liabilities may be incurred in transactions with permissions and approvals of third parties or in respect of the Other Group (such operations and Liabilities, the “HoldCo Permitted Operations”); provided, however, that HoldCo may incur Indebtedness (only in an approved Related Party Transaction or to an Unrelated Third Party or to Unrelated Third Parties, pursuant to one or more bona fide arms-length negotiated agreements) where all of the proceeds from such Indebtedness (net of Transaction Expenses) are (x) simultaneously paid or contributed to OpCo or (y) used to pay the IPCo Note Amount, the Increase Payment, the Liquidity Event Payment, the Make-Whole Payment or the Impact Payment without regard to the Twenty-Five Million Dollars (US$25,000,000) limit set forth above, and any such Indebtedness shall not be counted against such limit. HoldCo may not provide guarantees for the benefit of the Other Group or any other Person, including governmental authorities in connection with its micro-finance deposit taking the sale and lending businesstransfer of the Assets other than approvals of federal lease assignments to Purchaser; (iii) cause to be filed all reports required to be filed by Seller with governmental authorities relating to the Assets; (iv) provide prompt notice to Purchaser of any notice received by Seller of a default, if claim, obligation or suit which affects any such guarantee would cause HoldCo’s Liabilities to exceed of the amount referred to in clause Assets; (iiv) above. The Other Group shall not be restricted notify Purchaser of any event, condition, or occurrence which results in any manner by this Agreementof the representations and warranties made herein to be untrue; provided, that this sentence does not limit any Party’s obligations hereunder with respect to the Other Group, including the restrictions on Related Party Transactions and (vi) pay all costs and expenses in connection with the Other Groupoperation of the Assets in a manner consistent with Seller’s historic practice, including, without limitation, all property, ad valorem, severance, production and other similar taxes except as such may be contested by Seller in good faith.

Restrictions on Operations. (a) Other than From the date hereof until the Closing Date, Seller shall (or, with respect to non-operated Xxxxx, shall use its commercially reasonable efforts to cause the operator of all Xxxxx in which it owns working interests to): (i) its ownership not abandon any Well on any Lease capable of commercial production, or release or abandon all or any part of the OpCo Group and Assets capable of commercial production, or release or abandon all or any portion of the Other Group and Leases or other Assets without Purchaser’s written consent; (ii) not cause the HoldCo Assets to be developed, maintained or operated in a manner materially inconsistent with prior operation; (iii) not commence or agree to participate in any operation on the Assets anticipated to cost in excess of one hundred thousand and NO/100 Dollars ($100,000.00) per operation net to Seller’s interest without Purchaser’s written consent (except emergency operations, operations required under presently existing contractual obligations, and operations undertaken to avoid any penalty provision of any applicable agreement or order); (iv) not convey or dispose of, or create any lien, security interest or other encumbrance, with respect to the Assets (except for Permitted Operations (as defined belowEncumbrances), HoldCo will have no other businessesor, without Purchaser’s written consent, enter into any agreement for the sale, disposition or encumbrance of any of the Assets, or dedicate, sell, encumber or dispose of any oil and gas production, except in the ordinary course of business on a contract which is terminable on not more than thirty (30) days’ notice except production sold under a contract listed on Schedule A-3; (v) not agree to any material alterations or amendments in the contracts included in or relating to the Assets or Liabilities except as permitted enter into any material new contracts relating to the Assets (other than contracts terminable on not more than thirty (30) days’ notice) without Purchaser’s written consent; (vi) maintain in force all insurance policies covering the Assets; (vii) maintain the Leases in full force and effect and comply with all express or implied covenants contained therein (provided that this covenant shall not be deemed to expand Seller’s title warranties beyond those expressly contained in this Agreement); (viii) furnish Purchaser with copies of all AFE’s in excess of one hundred thousand dollars ($100,000.00) received or issued by this Section 7.03Seller prior to the Closing; (ix) not waive, compromise or settle any right or claim with respect to any of the Assets; and (x) perform and comply in all material respects with all covenants and conditions to be performed by Seller contained in the Material Contracts and Leases. (b) IPCo will have no businessFrom and after the date of this Agreement, Assets or Liabilities other than as expressly specified in the Transaction Documents or customary obligations incidental to the maintenance of its existence.until Closing, Seller shall: (c) The Business will be operated exclusively by the OpCo Group (other than (i) until such time as they are transferred provide Purchaser with access (or, where Seller is not an operator, use its commercially reasonable efforts to OpCo pursuant arrange for access) to Section 2.10the Assets for inspection thereof at the sole cost, the operations risk and expense of the Business associated with the Retained Business Assets and Retained Business Liabilities and Purchaser; (ii) merchant acquisitionuse reasonable efforts to obtain any and all necessary consents, customer service and software development services provided to facilitate the Business, which may be subcontracted pursuant to one or more arms-length, market rate agreements). waivers (d) HoldCo may have operations necessary or incidental to the management including waiver of HoldCo’s ownership of the Other Group, which operations will be limited to (i) a staff of up to fifty (50) employees and (ii) total Liabilities, other than Liabilities or obligations incurred pursuant to this Agreement, not to exceed Twenty-Five Million Dollars (US$25,000,000preferential purchase rights), which Liabilities may be incurred in transactions with permissions and approvals of third parties or in respect of the Other Group (such operations and Liabilities, the “HoldCo Permitted Operations”); provided, however, that HoldCo may incur Indebtedness (only in an approved Related Party Transaction or to an Unrelated Third Party or to Unrelated Third Parties, pursuant to one or more bona fide arms-length negotiated agreements) where all of the proceeds from such Indebtedness (net of Transaction Expenses) are (x) simultaneously paid or contributed to OpCo or (y) used to pay the IPCo Note Amount, the Increase Payment, the Liquidity Event Payment, the Make-Whole Payment or the Impact Payment without regard to the Twenty-Five Million Dollars (US$25,000,000) limit set forth above, and any such Indebtedness shall not be counted against such limit. HoldCo may not provide guarantees for the benefit of the Other Group or any other Person, including governmental authorities in connection with its micro-finance deposit taking the sale and lending businesstransfer of the Assets other than approvals of federal lease assignments to Purchaser; (iii) cause to be filed all reports required to be filed by Seller with governmental authorities relating to the Assets; (iv) provide prompt notice to Purchaser of any notice received by Seller of a default, if claim, obligation or suit which affects any such guarantee would cause HoldCo’s Liabilities to exceed of the amount referred to in clause Assets; and (iiv) above. The Other Group shall not be restricted notify Purchaser of any event, condition, or occurrence which results in any manner by this Agreement; provided, that this sentence does not limit any Party’s obligations hereunder with respect of the representations and warranties made herein to the Other Group, including the restrictions on Related Party Transactions with the Other Groupbe untrue.

Restrictions on Operations. (a) Other than From the date hereof until the Closing Date, Seller shall (or, with respect to non-operated Xxxxx, shall use its commercially reasonable efforts to cause the operator of all Xxxxx in which it owns working interests to): (i) its ownership not abandon any Well on any Lease capable of commercial production, or release or abandon all or any part of the OpCo Group and Assets capable of commercial production, or release or abandon all or any portion of the Other Group and Leases without Purchaser’s written consent; (ii) not cause the HoldCo Assets to be developed, maintained or operated in a manner materially inconsistent with prior operation; (iii) not commence or agree to participate in any operation on the Assets anticipated to cost in excess of one hundred thousand and NO/100 Dollars ($100,000.00) per operation net to Seller’s interest without Purchaser’s written consent (except emergency operations, operations required under presently existing contractual obligations, and operations undertaken to avoid any penalty provision of any applicable agreement or order); (iv) not create any lien, security interest or other encumbrance with respect to the Assets (except for Permitted Operations (as defined belowEncumbrances), HoldCo will have no other businessesor, without Purchaser’s written consent, enter into any agreement for the sale, disposition or encumbrance of any of the Assets, or dedicate, sell, encumber or dispose of any oil and gas production, except in the ordinary course of business on a contract which is terminable on not more than thirty (30) days’ notice except production sold under a contract listed on Schedule A-3; (v) not agree to any alterations in the contracts included in or relating to a material portion of the Assets or Liabilities except as permitted enter into any material new contracts relating to the Assets (other than contracts terminable on not more than thirty (30) days’ notice) without Purchaser’s written consent; (vi) maintain in force all insurance policies covering the Assets; (vii) maintain the Leases in full force and effect and comply with all express or implied covenants contained therein (provided that this covenant shall not be deemed to expand Seller’s title warranties beyond those expressly contained in this Agreement); (viii) furnish Purchaser with copies of all AFE’s in excess of one hundred thousand dollars ($100,000.00) received or issued by this Section 7.03Seller prior to the Closing. (b) IPCo will have no businessFrom and after the date of this Agreement, Assets or Liabilities other than as expressly specified in the Transaction Documents or customary obligations incidental to the maintenance of its existence.until Closing, Seller shall: (c) The Business will be operated exclusively by the OpCo Group (other than (i) until such time as they are transferred provide Purchaser with access (or, where Seller is not an operator, use its commercially reasonable efforts to OpCo pursuant arrange for access) to Section 2.10the Assets for inspection thereof at the sole cost, the operations risk and expense of the Business associated with the Retained Business Assets and Retained Business Liabilities and Purchaser; (ii) merchant acquisitionuse reasonable efforts to obtain any and all necessary consents, customer service and software development services provided to facilitate the Business, which may be subcontracted pursuant to one or more arms-length, market rate agreements). waivers (d) HoldCo may have operations necessary or incidental to the management including waiver of HoldCo’s ownership of the Other Group, which operations will be limited to (i) a staff of up to fifty (50) employees and (ii) total Liabilities, other than Liabilities or obligations incurred pursuant to this Agreement, not to exceed Twenty-Five Million Dollars (US$25,000,000preferential purchase rights), which Liabilities may be incurred in transactions with permissions and approvals of third parties or in respect of the Other Group (such operations and Liabilities, the “HoldCo Permitted Operations”); provided, however, that HoldCo may incur Indebtedness (only in an approved Related Party Transaction or to an Unrelated Third Party or to Unrelated Third Parties, pursuant to one or more bona fide arms-length negotiated agreements) where all of the proceeds from such Indebtedness (net of Transaction Expenses) are (x) simultaneously paid or contributed to OpCo or (y) used to pay the IPCo Note Amount, the Increase Payment, the Liquidity Event Payment, the Make-Whole Payment or the Impact Payment without regard to the Twenty-Five Million Dollars (US$25,000,000) limit set forth above, and any such Indebtedness shall not be counted against such limit. HoldCo may not provide guarantees for the benefit of the Other Group or any other Person, including governmental authorities in connection with its micro-finance deposit taking the sale and lending businesstransfer of the Assets other than approvals of state or federal lease assignments to Purchaser; (iii) cause to be filed all reports required to be filed by Seller with governmental authorities relating to the Assets; (iv) provide prompt notice to Purchaser of any notice received by Seller of a default, if claim, obligation or suit which affects any such guarantee would cause HoldCo’s Liabilities to exceed of the amount referred to in clause Assets; and (iiv) above. The Other Group shall not be restricted notify Purchaser of any event, condition, or occurrence which results in any manner by this Agreement; provided, that this sentence does not limit any Party’s obligations hereunder with respect of the representations and warranties made herein to the Other Group, including the restrictions on Related Party Transactions with the Other Groupbe untrue.

Restrictions on Operations. (a) Other than From the date hereof until the end of the Transition Period (as defined in Section 14.1), Seller shall (or, with respect to non-operated Wxxxx, shall use its commercially reasonable efforts to cause the operator of all Wxxxx in which it owns working interests to): (i) its ownership not abandon any Well on any Lease capable of commercial production, or release or abandon all or any part of the OpCo Group and Assets capable of commercial production, or release or abandon all or any portion of the Other Group and Leases without Purchaser's written consent; (ii) not cause the HoldCo Assets to be developed, maintained or operated in a manner materially inconsistent with prior operation; (iii) not commence or agree to participate in any operation on the Assets anticipated to cost in excess of one hundred thousand and NO/100 Dollars ($100,000.00) per operation net to Seller's interest without Purchaser's written consent (except emergency operations, operations required under presently existing contractual obligations, and operations undertaken to avoid any penalty provision of any applicable agreement or order); (iv) not create any lien, security interest or other encumbrance with respect to the Assets (except for Permitted Operations (as defined belowEncumbrances), HoldCo will have no other businessesor, without Purchaser's written consent, enter into any agreement for the sale, disposition or encumbrance of any of the Assets, or dedicate, sell, encumber or dispose of any oil and gas production, except in the ordinary course of business on a contract which is terminable on not more than thirty (30) days notice except production sold under a contract listed on Schedule A-3; (v) not agree to any alterations in the contracts included in or relating to a material portion of the Assets or Liabilities except as permitted enter into any material new contracts relating to the Assets (other then contracts terminable on not more than thirty (30) days notice) without Purchaser's written consent; (vi) maintain in force all insurance policies covering the Assets; (vii) maintain the Leases in full force and effect and comply with all express or implied covenants contained therein (provided that this covenant shall not be deemed to expand Seller's title warranties beyond those expressly contained in this Agreement); (viii) furnish Purchaser with copies of all AFE's in excess of one hundred thousand dollars ($100,000.00) received or issued by this Section 7.03Seller prior to the Closing. (b) IPCo will have no businessFrom and after the date of this Agreement until the end of the Transition Period, Assets or Liabilities other than as expressly specified in the Transaction Documents or customary obligations incidental to the maintenance of its existence.Seller shall: (c) The Business will be operated exclusively by the OpCo Group (other than (i) until such time as they are transferred provide Purchaser with access (or, where Seller is not an operator, use its commercially reasonable efforts to OpCo pursuant arrange for access) to Section 2.10the Assets for inspection thereof at the sole cost, the operations risk and expense of the Business associated with the Retained Business Assets and Retained Business Liabilities and Purchaser; (ii) merchant acquisitionuse reasonable efforts to obtain any and all necessary consents, customer service and software development services provided to facilitate the Business, which may be subcontracted pursuant to one or more arms-length, market rate agreements). waivers (d) HoldCo may have operations necessary or incidental to the management including waiver of HoldCo’s ownership of the Other Group, which operations will be limited to (i) a staff of up to fifty (50) employees and (ii) total Liabilities, other than Liabilities or obligations incurred pursuant to this Agreement, not to exceed Twenty-Five Million Dollars (US$25,000,000preferential purchase rights), which Liabilities may be incurred in transactions with permissions and approvals of third parties or in respect of the Other Group (such operations and Liabilities, the “HoldCo Permitted Operations”); provided, however, that HoldCo may incur Indebtedness (only in an approved Related Party Transaction or to an Unrelated Third Party or to Unrelated Third Parties, pursuant to one or more bona fide arms-length negotiated agreements) where all of the proceeds from such Indebtedness (net of Transaction Expenses) are (x) simultaneously paid or contributed to OpCo or (y) used to pay the IPCo Note Amount, the Increase Payment, the Liquidity Event Payment, the Make-Whole Payment or the Impact Payment without regard to the Twenty-Five Million Dollars (US$25,000,000) limit set forth above, and any such Indebtedness shall not be counted against such limit. HoldCo may not provide guarantees for the benefit of the Other Group or any other Person, including governmental authorities in connection with its micro-finance deposit taking the sale and lending businesstransfer of the Assets other than approvals of federal lease assignments to Purchaser; (iii) cause to be filed all reports required to be filed by Seller with governmental authorities relating to the Assets; (iv) provide prompt notice to Purchaser of any notice received by Seller of a default, if claim, obligation or suit which affects any such guarantee would cause HoldCo’s Liabilities to exceed of the amount referred to in clause Assets; and (iiv) above. The Other Group shall not be restricted notify Purchaser of any event, condition, or occurrence which results in any manner by this Agreement; provided, that this sentence does not limit any Party’s obligations hereunder with respect of the representations and warranties made herein to the Other Group, including the restrictions on Related Party Transactions with the Other Groupbe untrue.

Restrictions on Operations. (a) Other than From the date hereof until the Closing Date, Seller shall (or, with respect to non-operated Xxxxx, shall use its commercially reasonable efforts to cause the operator of all Xxxxx in which it owns working interests to): (i) its ownership not abandon any Well on any Lease capable of commercial production, or release or abandon all or any part of the OpCo Group and Assets capable of commercial production, or release or abandon all or any portion of the Other Group and Leases without Purchaser’s written consent; (ii) not cause the HoldCo Assets to be developed, maintained or operated in a manner materially inconsistent with prior operation; (iii) not commence or agree to participate in any operation on the Assets anticipated to cost in excess of one hundred thousand and NO/100 Dollars ($100,000.00) per operation net to Seller’s interest without Purchaser’s written consent (except emergency operations, operations required under presently existing contractual obligations, and operations undertaken to avoid any penalty provision of any applicable agreement or order); (iv) not create any lien, security interest or other encumbrance with respect to the Assets (except for Permitted Operations (as defined belowEncumbrances), HoldCo will have no other businessesor, without Purchaser’s written consent, enter into any agreement for the sale, disposition or encumbrance of any of the Assets, or dedicate, sell, encumber or dispose of any oil and gas production, except in the ordinary course of business on a contract which is terminable on not more than thirty (30) days’ notice except production sold under a contract listed on Schedule A-3; (v) not agree to any alterations in the contracts included in or relating to a material portion of the Assets or Liabilities enter into any material new contracts relating to the Assets (other than contracts terminable on not more than thirty (30) days’ notice) without Purchaser’s written consent; (vi) maintain in force all insurance policies covering the Assets; (vii) maintain the Leases in full force and effect and comply with all express or implied covenants contained therein (provided that this covenant shall not be deemed to expand Seller’s title warranties beyond those expressly contained in this Agreement); (viii) promptly furnish Purchaser with copies of all AFE’s in excess of one hundred thousand dollars ($100,000.00) received or issued by Seller prior to the Closing; (ix) except as permitted by this Section 7.03for the sale of production in the ordinary course of business, not sell or transfer any portion of the Assets without the express written approval of Purchaser; (x) not elect to non-consent any AFE without Purchaser’s express written consent. (b) IPCo will have no businessFrom and after the date of this Agreement, Assets or Liabilities other than as expressly specified in the Transaction Documents or customary obligations incidental to the maintenance of its existence.until Closing, Seller shall: (c) The Business will be operated exclusively by the OpCo Group (other than (i) until such time as they are transferred provide Purchaser with access (or, where Seller is not an operator, use its commercially reasonable efforts to OpCo pursuant arrange for access) to Section 2.10the Assets for inspection thereof at the sole cost, the operations risk and expense of the Business associated with the Retained Business Assets and Retained Business Liabilities and Purchaser; (ii) merchant acquisitionuse reasonable efforts to obtain any and all necessary consents, customer service and software development services provided to facilitate the Business, which may be subcontracted pursuant to one or more arms-length, market rate agreements). waivers (d) HoldCo may have operations necessary or incidental to the management including waiver of HoldCo’s ownership of the Other Group, which operations will be limited to (i) a staff of up to fifty (50) employees and (ii) total Liabilities, other than Liabilities or obligations incurred pursuant to this Agreement, not to exceed Twenty-Five Million Dollars (US$25,000,000preferential purchase rights), which Liabilities may be incurred in transactions with permissions and approvals of third parties or in respect of the Other Group (such operations and Liabilities, the “HoldCo Permitted Operations”); provided, however, that HoldCo may incur Indebtedness (only in an approved Related Party Transaction or to an Unrelated Third Party or to Unrelated Third Parties, pursuant to one or more bona fide arms-length negotiated agreements) where all of the proceeds from such Indebtedness (net of Transaction Expenses) are (x) simultaneously paid or contributed to OpCo or (y) used to pay the IPCo Note Amount, the Increase Payment, the Liquidity Event Payment, the Make-Whole Payment or the Impact Payment without regard to the Twenty-Five Million Dollars (US$25,000,000) limit set forth above, and any such Indebtedness shall not be counted against such limit. HoldCo may not provide guarantees for the benefit of the Other Group or any other Person, including governmental authorities in connection with its micro-finance deposit taking the sale and lending businesstransfer of the Assets other than approvals of federal lease assignments to Purchaser; (iii) cause to be filed all reports required to be filed by Seller with governmental authorities relating to the Assets; (iv) provide prompt notice to Purchaser of any notice received by Seller of a default, if claim, obligation or suit which affects any such guarantee would cause HoldCo’s Liabilities to exceed of the amount referred to in clause Assets; and (iiv) above. The Other Group shall not be restricted notify Purchaser of any event, condition, or occurrence which results in any manner by this Agreement; provided, that this sentence does not limit any Party’s obligations hereunder with respect of the representations and warranties made herein to the Other Group, including the restrictions on Related Party Transactions with the Other Groupbe untrue.

Restrictions on Operations. (a) Other than From the date hereof until the end of the Transition Period (as defined in Section 14.1), Seller shall (or, with respect to non-operated Xxxxx, shall use its commercially reasonable efforts to cause the operator of all Xxxxx in which it owns working interests to): (i) its ownership not abandon any Well on any Lease capable of commercial production, or release or abandon all or any part of the OpCo Group and Assets capable of commercial production, or release or abandon all or any portion of the Other Group and Leases without Purchaser’s written consent; (ii) not cause the HoldCo Assets to be developed, maintained or operated in a manner materially inconsistent with prior operation; (iii) not commence or agree to participate in any operation on the Assets anticipated to cost in excess of one hundred thousand and NO/100 Dollars ($100,000.00) per operation net to Seller’s interest without Purchaser’s written consent (except emergency operations, operations required under presently existing contractual obligations, and operations undertaken to avoid any penalty provision of any applicable agreement or order); (iv) not create any lien, security interest or other encumbrance with respect to the Assets (except for Permitted Operations (as defined belowEncumbrances), HoldCo will have no other businessesor, without Purchaser’s written consent, enter into any agreement for the sale, disposition or encumbrance of any of the Assets, or dedicate, sell, encumber or dispose of any oil and gas production, except in the ordinary course of business on a contract which is terminable on not more than thirty (30) days notice except production sold under a contract listed on Schedule A-3; (v) not agree to any alterations in the contracts included in or relating to a material portion of the Assets or Liabilities except as permitted enter into any material new contracts relating to the Assets (other then contracts terminable on not more than thirty (30) days notice) without Purchaser’s written consent; (vi) maintain in force all insurance policies covering the Assets; (vii) maintain the Leases in full force and effect and comply with all express or implied covenants contained therein (provided that this covenant shall not be deemed to expand Seller’s title warranties beyond those expressly contained in this Agreement); (viii) furnish Purchaser with copies of all AFE’s in excess of one hundred thousand dollars ($100,000.00) received or issued by this Section 7.03Seller prior to the Closing. (b) IPCo will have no businessFrom and after the date of this Agreement until the end of the Transition Period, Assets or Liabilities other than as expressly specified in the Transaction Documents or customary obligations incidental to the maintenance of its existence.Seller shall: (c) The Business will be operated exclusively by the OpCo Group (other than (i) until such time as they are transferred provide Purchaser with access (or, where Seller is not an operator, use its commercially reasonable efforts to OpCo pursuant arrange for access) to Section 2.10the Assets for inspection thereof at the sole cost, the operations risk and expense of the Business associated with the Retained Business Assets and Retained Business Liabilities and Purchaser; (ii) merchant acquisitionuse reasonable efforts to obtain any and all necessary consents, customer service and software development services provided to facilitate the Business, which may be subcontracted pursuant to one or more arms-length, market rate agreements). waivers (d) HoldCo may have operations necessary or incidental to the management including waiver of HoldCo’s ownership of the Other Group, which operations will be limited to (i) a staff of up to fifty (50) employees and (ii) total Liabilities, other than Liabilities or obligations incurred pursuant to this Agreement, not to exceed Twenty-Five Million Dollars (US$25,000,000preferential purchase rights), which Liabilities may be incurred in transactions with permissions and approvals of third parties or in respect of the Other Group (such operations and Liabilities, the “HoldCo Permitted Operations”); provided, however, that HoldCo may incur Indebtedness (only in an approved Related Party Transaction or to an Unrelated Third Party or to Unrelated Third Parties, pursuant to one or more bona fide arms-length negotiated agreements) where all of the proceeds from such Indebtedness (net of Transaction Expenses) are (x) simultaneously paid or contributed to OpCo or (y) used to pay the IPCo Note Amount, the Increase Payment, the Liquidity Event Payment, the Make-Whole Payment or the Impact Payment without regard to the Twenty-Five Million Dollars (US$25,000,000) limit set forth above, and any such Indebtedness shall not be counted against such limit. HoldCo may not provide guarantees for the benefit of the Other Group or any other Person, including governmental authorities in connection with its micro-finance deposit taking the sale and lending businesstransfer of the Assets other than approvals of federal lease assignments to Purchaser; (iii) cause to be filed all reports required to be filed by Seller with governmental authorities relating to the Assets; (iv) provide prompt notice to Purchaser of any notice received by Seller of a default, if claim, obligation or suit which affects any such guarantee would cause HoldCo’s Liabilities to exceed of the amount referred to in clause Assets; and (iiv) above. The Other Group shall not be restricted notify Purchaser of any event, condition, or occurrence which results in any manner by this Agreement; provided, that this sentence does not limit any Party’s obligations hereunder with respect of the representations and warranties made herein to the Other Group, including the restrictions on Related Party Transactions with the Other Groupbe untrue.

Restrictions on Operations. (a) Other than From the date hereof until the Closing Date, Seller shall (or, with respect to non-operated Wells, xxxxx use its best efforts to cause the operator of all Wells in which it owxx xxrking interests to): (i) its ownership not abandon any Well on any Lease capable of commercial production, or release or abandon all or any part of the OpCo Group and Assets capable of commercial production or release or abandon all or any portion of the Other Group and Leases without Buyer's written consent; (ii) not cause the HoldCo Permitted Operations (as defined below)Assets to be developed, HoldCo will have no other businesses, Assets maintained or Liabilities except as permitted by this Section 7.03.operated in a manner materially inconsistent with prior operation; (biii) IPCo will have no business, not commence or agree to participate in any operation on the Assets or Liabilities other than as expressly specified anticipated to cost in the Transaction Documents or customary obligations incidental to the maintenance excess of its existence. (c) The Business will be operated exclusively by the OpCo Group (other than (i) until such time as they are transferred to OpCo pursuant to Section 2.10, the operations of the Business associated with the Retained Business Assets and Retained Business Liabilities and (ii) merchant acquisition, customer service and software development services provided to facilitate the Business, which may be subcontracted pursuant to one or more arms-length, market rate agreements). (d) HoldCo may have operations necessary or incidental to the management of HoldCo’s ownership of the Other Group, which operations will be limited to (i) a staff of up to fifty (50) employees and (ii) total Liabilities, other than Liabilities or obligations incurred pursuant to this Agreement, not to exceed Twenty-Five Million Thousand and No/100 Dollars (US$25,000,000)$25,000.00) per operation net to Seller's interest without Buyer's written consent (except emergency operations, which Liabilities may be incurred in transactions with or in respect of the Other Group (such operations and Liabilities, the “HoldCo Permitted Operations”); provided, however, that HoldCo may incur Indebtedness (only in an approved Related Party Transaction or to an Unrelated Third Party or to Unrelated Third Parties, pursuant to one or more bona fide arms-length negotiated agreements) where all of the proceeds from such Indebtedness (net of Transaction Expenses) are (x) simultaneously paid or contributed to OpCo or (y) used to pay the IPCo Note Amount, the Increase Payment, the Liquidity Event Payment, the Make-Whole Payment or the Impact Payment without regard to the Twenty-Five Million Dollars (US$25,000,000) limit set forth aboverequired under presently existing contractual obligations, and operations undertaken to avoid any such Indebtedness shall penalty provision of any applicable agreement or order): (iv) not be counted against such limit. HoldCo may not provide guarantees for the benefit of the Other Group create any lien, security interest or any other Person, including in connection with its micro-finance deposit taking and lending business, if any such guarantee would cause HoldCo’s Liabilities to exceed the amount referred to in clause (ii) above. The Other Group shall not be restricted in any manner by this Agreement; provided, that this sentence does not limit any Party’s obligations hereunder encumbrance with respect to the Other GroupAssets (except for Permitted Encumbrances), including or, without Buyer's written consent, enter into any agreement for the restrictions sale, disposition or encumbrance of any of the Assets, or dedicate, sell, encumber or dispose of any oil and gas production, except in the ordinary course of business on Related Party Transactions a contract which is terminable on not more than thirty (30) days notice; (v) not agree to any alterations in the contracts included in, or relating to, a material portion of the Assets or enter into any material new contracts relating to the Assets (other than contracts terminable on not more than thirty (30) days notice) without Buyer's written consent; (vi) maintain in force all insurance policies covering the Assets; (vii) maintain the Leases in full force and effect and comply with all express or implied covenants contained therein without Buyer's written consent (provided that this covenant shall not be deemed to expand Seller's title warranties beyond those expressly contained in this Agreement); (viii) pay, or cause to be paid, all material costs and expenses incurred in connection with the Other GroupAssets before the date on which they become delinquent; (ix) maintain in all material respects the Assets taken as a whole in good and effective operating condition so as to be adequate for normal operations in accordance with Seller's normal practices; (x) exercise due diligence in safeguarding and maintaining secure and confidential all geological and geophysical maps, logs, confidential reports and data and all other confidential data relating in any way to the Assets; and (xi) furnish Buyer with copies of all AFE's received or issued by Seller prior to the Closing.