Seller’s Covenants Pending Closing. Seller hereby covenants and agrees that, from and after the date hereof and to and including the Closing Date (or the date this Agreement is terminated), it will perform and comply with each of the following covenants and agreements:
Seller’s Covenants Pending Closing. 10.1.1 From and after the Execution Date and until the Closing or the earlier termination of this Agreement, subject to the constraints of applicable operating agreements, Seller, or its applicable Affiliate, shall operate, if applicable, manage and administer the Property consistent with its past practices and in accordance with the terms of all Related Contracts and Leases, and shall carry on its business with respect to the Property in substantially the same manner as before execution of this Agreement. Seller shall:
Seller’s Covenants Pending Closing. From and after the date of execution of this Agreement and until the Closing, subject to Section 12.3 and the constraints of applicable operating Contracts and to any approvals required by the Bankruptcy Court, Seller (a) shall operate, manage and administer the Property in a good and workmanlike manner consistent with its past practices, and shall carry on its business with respect to the Property in substantially the same manner as before execution of this Agreement; (b) shall not sell, dispose of, or encumber the Property with a lien or mortgage (other than Permitted Encumbrances and liens to be discharged by the Sale Order or liens or security interests to be released at the Closing, including liens by the Administrative Agent, the Prepetition Lenders or the DIP Secured Parties), the effect of which would be to cause Seller’s interest in the Property to be less than that set forth on Exhibit A, except with respect to preferential purchase rights as provided herein, and with respect to the sale of Hydrocarbons in the ordinary course of business; and (c) shall make books and records and personnel available to Buyer, during normal business hours upon reasonable advance notice to Seller and in such a manner as to not interfere with the normal operations of Seller, as may be reasonably required by Buyer to audit and inspect the financial, operational, tax and other records of Seller. Notwithstanding the foregoing, Seller shall have no obligation to extend the primary term of any of the Leases from which Hydrocarbons have never been produced or to renew same; provided, however, that Seller shall use reasonable efforts to notify Buyer within a reasonable amount of time after becoming aware of such possible expiration. In the event that any item included in the Permits, Easements and Surface Rights would expire between the date hereof and the Closing, Seller shall have no obligation to extend such item; provided, however, that Seller shall use reasonable efforts to notify Buyer within a reasonable amount of time after becoming aware of such possible expiration. From and after the date of execution of this Agreement and until the Closing, subject to Section 12.3 and the constraints of applicable operating agreements, Seller shall, except for emergency action taken in the face of serious risk to life, property or the environment (i) submit to Buyer, for prior written approval,
Seller’s Covenants Pending Closing. At all times while this Contract remains in effect, Seller shall (a) not convey, lease, transfer or encumber any portion of the Property or any rights therein, nor enter into any conveyance, security document, option, right of first refusal, easement, lease or other agreement granting to any person or entity any rights with respect to the Property, or any interest therein, (b) operate and maintain the Property in a good and workmanlike manner at least as well as Seller has operated and maintained it prior to the Effective Date and not make any material changes or alterations to the Property except as expressly provided in this Contract, (c) within three (3) business days after Seller’s becoming aware thereof, give notice to Buyer of any litigation, arbitration or administrative proceeding concerning or affecting the Property, together with copies of all relevant documents, (d) comply with all requirements of all laws, orders, rulings, ordinances, rules, orders and regulations of any governmental authority having jurisdiction over Seller or the Property or the use or construction thereof, and keep all such permits, licenses and approvals in full force and effect, and not take any action which would have a material and adverse effect upon the Property, (e) not initiate, consent to approve or otherwise take any adverse action with respect to zoning, land use or any other governmental rules or regulations presently applicable to all or any part of the Property (except as may be consented to in writing by Buyer), (f) not take any action that would cause any of Seller’s representations or warranties to become untrue or incorrect and (g) not, directly or indirectly, market the Property or have discussions or make, accept or entertain offers to or from any third parties interested in acquiring the Property. Seller shall maintain the Subdivision, including all Lots not yet purchased by Buyer in a commercially reasonable manner, free of trash, garbage, refuse and construction debris.
Seller’s Covenants Pending Closing. DATE 6.1
Seller’s Covenants Pending Closing. Seller covenants and agrees that between the date hereof and the Closing Date:
Seller’s Covenants Pending Closing. Except (1) as described on Schedule 10.1 and (2) for Seller’s right to elect (in its sole discretion) to form pooled units for the planned well with surface hole location on Xxxxxxx 00, Xxxxx 0, X&XX Xx. Co. Survey, Xxxxxx County, Texas or the planned well with surface hole location on Xxxxxxx 00, Xxxxx X-00, XXX Xxxxxx, Xxxxxx Xxxxxx, Texas or to drill such xxxxx as allocation xxxxx, from and after the Execution Date and until the Closing or the earlier termination of this Agreement, subject to the constraints of applicable operating agreements, Seller, or its applicable Affiliate: (a) shall operate, if applicable, manage and administer the Subject Property reasonably consistent with its past practices, and shall carry on its business with respect to the Subject Property in substantially the same manner as before execution of this Agreement and as a reasonable prudent operator, and in compliance in all material respects with all Environmental Laws or other applicable law; (b) shall maintain in full force and effect and not surrender, abandon or waive any material rights with respect to the Target Depth of each Subject Property, (c) shall not sell, dispose of or encumber the Subject Property with a lien or mortgage (other than Permitted Encumbrances), except with respect to (x) the sale of Hydrocarbons in the ordinary course of business and (y) the pooling and unitization of any portion of the Subject Property with properties of third parties in the ordinary course of business consistent with past practices if such pooling is necessary to hold the Leases beyond the primary term and (d) shall cause the payment in a timely manner of all bonuses, lease extensions, rentals, royalties and other payments due by the Seller with respect to the Leases, and pay as and when due its proportionate share of all costs and expenses incurred in connection with the Leases in the ordinary course of business consistent with past practices. Notwithstanding the foregoing, Seller shall have no obligation to extend the primary term of any of the Leases from which Hydrocarbons have never been produced or to renew same. From and after the Execution Date and until the Closing, except (A) as described on Schedule 10.1 and (B) for Seller’s right to elect (in its sole discretion) to form pooled units for the planned well with surface hole location on Xxxxxxx 00, Xxxxx 0, X&XX Xx. Co. Survey, Xxxxxx County, Texas or the planned well with surface hole location on Xxxxxxx 00, Xxxxx X-00, ...
Seller’s Covenants Pending Closing. (a) Seller agrees that from the Effective Date of this Agreement to the date of Closing hereunder it will operate and maintain the Property in accordance with Seller’s past practices and all applicable laws, rules, regulations and ordinances imposed upon Seller, except as otherwise expressly set forth herein. In particular, Seller agrees that pending the Closing, Seller shall not, without the Purchaser’s prior written consent, which may be withheld by Purchaser in its sole and absolute discretion, change or alter the Property except for routine repairs or improvements in the ordinary course of business.
Seller’s Covenants Pending Closing. From and after the Effective Date through the final Closing hereunder, Seller shall, except as is expressly permitted or contemplated under this Agreement to the contrary, (a) not voluntarily convey or encumber any portion of the Property or any rights therein, nor enter into any conveyance, security document, option, right of first refusal, easement, lease or other agreement granting to any person or entity any rights with respect to the Land, or any interest therein, (b) operate and maintain the Property in a good and workmanlike manner at least as well as Seller has operated and maintained it prior to the Effective Date, (c) within 3 business days after Seller’s becoming aware thereof, give notice to Buyer of any litigation, arbitration or administrative proceeding concerning or affecting the Land, together with copies of all relevant documents, and (d) comply with all requirements of all laws, orders, rulings, ordinances, rules, orders and regulations of any governmental authority having jurisdiction over Seller or the Land or the use or construction thereof.
Seller’s Covenants Pending Closing
