Common use of Before Closing Clause in Contracts

Before Closing. Except as consented to in writing by Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned, or as otherwise provided in this Agreement, from the Execution Date to the Closing, Seller shall: (i) use its Commercially Reasonable Efforts to operate and maintain the Acquired Assets that are operated by Seller, in the ordinary course of business and consistent with Seller’s past practice; (ii) except as provided in clause (iii) below and in Section 3.2, pay or cause to be paid its proportionate share of all operating costs and expenses that become due and payable in connection with the operation and maintenance of the Acquired Assets; (iii) notify Purchaser of any AFE’s (authorizations for expenditures) received by Seller or of which Seller obtains actual notice that pertain to Operations or capital projects to be conducted after the Effective Time with respect to the Acquired Assets and that provide for an amount that exceeds $100,000 per activity net to Seller’s interest (the “Interim Operation Approval Threshold”), and consult with Purchaser before paying Seller’s proportionate share of any such AFE; and (iv) keep Purchaser reasonably informed of ongoing Operations and capital projects with respect to the Acquired Assets; (v) maintain insurance coverage on the Acquired Assets in the amounts and types currently in force by Seller; (vi) use Commercially Reasonable Efforts (but without requiring Seller to incur any expense or obligations to conduct drilling operations) to maintain in full force and effect all (A) Acquired Leases, except where any such interest terminates pursuant to its existing term, and (B) material Easements and material Permits held by it and issued by any Governmental Authority with respect to the Acquired Asset, (in each case) except where any such Easement or Permit terminates pursuant to its existing terms or where a reasonably prudent operator would not maintain the same; and, (vii) give prompt written notice to Purchaser upon obtaining knowledge of any material damage to or destruction of any of the Acquired Assets.

Before Closing. Except as consented to in writing by Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned, or as otherwise provided in this Agreement, from the Execution Date to the Closing, Seller shall: (i) use its Commercially Reasonable Efforts to operate and maintain the Acquired Assets that are operated by Seller, in the ordinary course of business and consistent with Seller’s past practice; (ii) except as provided in clause (iii) below and in Section 3.2, pay or cause to be paid its proportionate share of all operating costs and expenses that become due and payable in connection with the operation and maintenance of the Acquired Assets; (iii) notify Purchaser of any AFE’s (authorizations for expenditures) received by Seller or of which Seller obtains actual notice that pertain to Operations or capital projects to be conducted after the Effective Time with respect to the Acquired Assets and that provide for an amount that exceeds $100,000 per activity net to Seller’s interest (the “Interim Operation Approval Threshold”), and consult with Purchaser before paying Seller’s proportionate share of any such AFE; and (iv) keep Purchaser reasonably informed of ongoing Operations and capital projects with respect to the Acquired Assets; (v) maintain insurance coverage on the Acquired Assets in the amounts and types currently in force by Seller; (vi) use Commercially Reasonable Efforts (but without requiring Seller to incur any expense or obligations to conduct drilling operations) to maintain in full force and effect all all (A) Acquired Leases, except where any such interest terminates pursuant to its existing term, and (B) material Easements and material Permits held by it and issued by any Governmental Authority with respect to the Acquired Asset, (in each case) except where any such Easement or Permit terminates pursuant to its existing terms or where a reasonably prudent operator would not maintain the same; and, (vii) give prompt written notice to Purchaser upon obtaining knowledge of any material damage to or destruction of any of the Acquired Assets.

Before Closing. Except as consented to in writing by Purchaser, which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed, or as otherwise provided in this Agreement, from the Execution Date to the Closing, Seller shall: (i) operate and maintain the Acquired Assets consistently with the practices of a reasonable and prudent operator; (ii) use its Commercially Reasonable Efforts to operate and maintain cause the operation of the Acquired Assets that are not operated by Seller, Seller to be operated and maintained in the ordinary course of business good and consistent with Seller’s past practiceworkmanlike manner; (iiiii) except as provided in clause (iiiiv) below and in Section 3.2, pay or cause to be paid its proportionate share of all operating costs and expenses that become due and payable in connection with the operation and maintenance of the Acquired Assets; (iiiiv) notify Purchaser of any AFE’s (authorizations for expenditures) received by Seller or of which Seller obtains actual notice that pertain to Operations or capital projects to be conducted after the Effective Time with respect to the Acquired Assets and that provide for an amount that exceeds $100,000 50,000 per activity net to Seller’s interest (the “Interim Operation Approval Threshold”), and consult with Purchaser before paying Seller’s proportionate share of any such AFE and, except where immediate action is required under the circumstances or where such AFE’s are issued for only informational purposes not allowing Seller an election to participate, obtain Purchaser’s approval or disapproval with respect to whether Seller should elect to participate or not participate in the operations covered by such AFE (provided, that, approval of any AFE or election to participate contemplating expenditures in excess of $100,000 will require the approval of both Parties); and (ivv) keep Purchaser reasonably informed of ongoing Operations and capital projects with respect to the Acquired Assets; (vvi) maintain insurance coverage on the Acquired Assets in the amounts and types currently in force by Seller; (vivii) use Commercially Reasonable Efforts (but without requiring Seller to incur any expense or obligations to conduct drilling operations) to maintain in full force and effect all (A) Acquired Leases, except where any such interest terminates pursuant to its existing term, and (B) material Easements and material Permits held by it and issued by any Governmental Authority with respect to the Acquired Asset, (in each case) except where any such Easement or Permit terminates pursuant to its existing terms or where a reasonably prudent operator would not maintain the same; and, (viiviii) give prompt written notice to Purchaser upon obtaining knowledge Knowledge of any material damage to or destruction of any of the Acquired Assets, and (ix) use Commercially Reasonable Efforts to proceed with the Leasing Program.