Common use of Interim Actions Clause in Contracts

Interim Actions. (a) SN shall consult in good faith with GSO Holdings and GSO Associates in connection with any amendment, modification or waiver of any right under or the satisfaction of any condition in the APC/KM PSA or KNOC PSA, as applicable, to be satisfied by Anadarko, it being understood that, except as specified in the immediately following sentence, the foregoing shall not be construed to require the consent of GSO Holdings and GSO Associates in order to effect any such termination amendment, modification or waiver. Notwithstanding anything to the contrary set forth in this Agreement, neither SN nor any of its Affiliates will take any of the following actions in respect of the APC/KM PSA, without the prior approval of GSO Holdings and GSO Associates, such approval not to be unreasonably withheld: (i) Approve any amendment or modification to any provision of, or waive any right or condition under, the APC/KM PSA or KNOC PSA; (ii) Enter into any agreements with any counterparty in respect of a “Hard Consent” (as such term is defined in the APC/KM PSA) or a consent required to assign any of the gathering or processing agreements (including, without limitation, either of the Springfield Gathering Agreements) included in the “Applicable Agreements” (as such term is defined in the APC/KM PSA), in order to obtain consents to assignment required to be obtained under the APC/KM PSA or KNOC PSA, as applicable, that would result in a $2,000,000 net cost to the Partnership (and such cost shall be shared proportionately among SN, Blackstone Newco and the Partnership with the Partnership bearing a 20% share) or that would have a material and adverse effect on the Partnership; (iii) Enter into any hedge contracts on behalf of the Partnership, except to the extent such hedge contracts are consistent with Section 6.7 of the Partnership Agreement; provided, however, that prior to the Anadarko Closing SN shall use its commercially reasonable efforts to cause Anadarko to enter into ▇▇▇▇▇▇ in respect of the Acquired Properties that are consistent with the hedge plan set forth in Schedule 11.9(a), Part I of the APC/KM PSA as such Schedule is in effect on the Effective Date; (iv) Approve any amendment or modification of, or waive any right under, the Hydrocarbons Marketing Agreement; or (v) Enter into the KNOC PSA if (A) the KNOC PSA is not on substantially the same terms and conditions as the APC/KM PSA (including, without limitation, the portion of the purchase price to be paid by the Partnership at the KNOC Closing and the form of conveyance of properties to the Partnership by KNOC) or (B) the unadjusted base purchase price (which shall correspond to the definition of “Purchase Price” under the APC/KM PSA) payable to KNOC thereunder shall not exceed $1,137,500,000.00. (b) SN shall consult in good faith with GSO Holdings and GSO Associates in connection with (i) SN’s actions or any of its Affiliates’ actions relating to each of the title defect and environmental defect process under Articles XIII and XIV, respectively, of the APC/KM PSA, or any similar provisions under the KNOC PSA, as applicable, including reviewing any interim and final defect notices prior to submission thereof to Anadarko or KNOC, as applicable, exercise of elections by or on behalf of the Partnership regarding curative matters, and arbitration and settlement title and environmental disputes and with respect to the settlement of any defect dispute after the consummation of the “Closing” (as such term is defined in the APC/KM PSA) contemplated by the APC/KM PSA or, as applicable, the exercise any analogous right under the KNOC PSA; (ii) the submission to Anadarko or KNOC, as applicable, of preliminary and final accounting settlement statements and agreements with Anadarko or KNOC, as applicable, on such settlement statements and any arbitration proceedings to resolve such matters; (iii) SN’s plan to hire any Anadarko employees or KNOC employees, as applicable, and the anticipated impact thereof on general and administrative expenditures and lease operating expenditures that would be chargeable by SN or its Affiliates to the Partnership in respect of the Acquired Properties or KNOC Properties, as applicable, and operations conducted thereon; and (iv) any public announcements proposed to be made by Anadarko and SN or its Affiliates regarding the APC/KM PSA; KNOC and SN or its Affiliates regarding the KNOC PSA; the Basic Documents or the transactions contemplated thereby; in each case to the extent applicable to either GSO Holdings and/or GSO Associates and their Affiliates. Furthermore, SN shall consult in good faith with GSO Holdings and GSO Associates in connection with any contemplated termination of the APC/KM PSA and/or KNOC PSA, it being understood that the foregoing shall not be construed to require the consent of GSO Holdings and GSO Associates in order to effect any such termination.

Interim Actions. (a) SN shall consult in good faith with GSO Holdings and GSO Associates the Purchasers in connection with any amendment, modification or waiver of any right under or the satisfaction of any condition in the APC/KM PSA or KNOC [redacted] PSA, as applicable, to be satisfied by Anadarko, it being understood that, except as specified in the immediately following sentence, the foregoing shall not be construed to require the consent of GSO Holdings and GSO Associates the Purchasers in order to effect any such termination amendment, modification or waiver. Notwithstanding anything to the contrary set forth in this Agreement, neither SN nor any of its Affiliates will take any of the following actions in respect of the APC/KM PSA, without the prior approval of GSO Holdings and GSO Associatesthe Purchasers, such approval not to be unreasonably withheld: (i) Approve any amendment or modification to any provision of, or waive any right or condition under, the APC/KM PSA or KNOC [redacted] PSA; (ii) Enter into any agreements with any counterparty in respect of a “Hard Consent” (as such term is defined in the APC/KM PSA) or a consent required to assign any of the gathering or processing agreements (including, without limitation, either of the Springfield Gathering Agreements) included in the “Applicable Agreements” (as such term is defined in the APC/KM PSA), in order to obtain consents to assignment required to be obtained under the APC/KM PSA or KNOC [redacted] PSA, as applicable, that would result in a $2,000,000 net cost to the Partnership (and such cost shall be shared proportionately among SN, Blackstone Newco and the Partnership with the Partnership bearing a 20% share) or that would have a material and adverse effect on the Partnership; (iii) Enter into any hedge contracts on behalf of the Partnership, except to the extent such hedge contracts are consistent with Section 6.7 of the Partnership Agreement; provided, however, that prior to the Anadarko Closing SN shall use its commercially reasonable efforts to cause Anadarko to enter into ▇▇▇▇▇▇ in respect of the Acquired Properties that are consistent with the hedge plan set forth in Schedule 11.9(a), Part I of the APC/KM PSA as such Schedule is in effect on the Effective Date; (iv) Approve any amendment or modification of, or waive any right under, the Hydrocarbons Marketing Agreement; or (v) Enter into the KNOC [redacted] PSA if (A) the KNOC [redacted] PSA is not on substantially the same terms and conditions as the APC/KM PSA (including, without limitation, the portion of the purchase price to be paid by the Partnership at the KNOC [redacted] Closing and the form of conveyance of properties to the Partnership by KNOC[redacted]) or (B) the unadjusted base purchase price (which shall correspond to the definition of “Purchase Price” under the APC/KM PSA) payable to KNOC [redacted] thereunder shall not exceed $1,137,500,000.00. (b) SN shall consult in good faith with GSO Holdings and GSO Associates the Purchasers in connection with (i) SN’s actions or any of its Affiliates’ actions relating to each of the title defect and environmental defect process under Articles XIII and XIV, respectively, of the APC/KM PSA, or any similar provisions under the KNOC [redacted] PSA, as applicable, including reviewing any interim and final defect notices prior to submission thereof to Anadarko or KNOC[redacted], as applicable, exercise of elections by or on behalf of the Partnership regarding curative matters, and arbitration and settlement title and environmental disputes and with respect to the settlement of any defect dispute after the consummation of the “Closing” (as such term is defined in the APC/KM PSA) contemplated by the APC/KM PSA or, as applicable, the exercise any analogous right under the KNOC [redacted] PSA; (ii) the submission to Anadarko or KNOC[redacted], as applicable, of preliminary and final accounting settlement statements and agreements with Anadarko or KNOC[redacted], as applicable, on such settlement statements and any arbitration proceedings to resolve such matters; (iii) SN’s plan to hire any Anadarko employees or KNOC [redacted] employees, as applicable, and the anticipated impact thereof on general and administrative expenditures and lease operating expenditures that would be chargeable by SN or its Affiliates to the Partnership in respect of the Acquired Properties or KNOC [redacted] Properties, as applicable, and operations conducted thereon; and (iv) any public announcements proposed to be made by Anadarko and SN or its Affiliates regarding the APC/KM PSA; KNOC [redacted] and SN or its Affiliates regarding the KNOC [redacted] PSA; the Basic Documents or the transactions contemplated thereby; in each case to the extent applicable to either GSO Holdings and/or GSO Associates Purchaser and their Affiliates. Furthermore, SN shall consult in good faith with GSO Holdings and GSO Associates the Purchasers in connection with any contemplated termination of the APC/KM PSA and/or KNOC [redacted] PSA, it being understood that the foregoing shall not be construed to require the consent of GSO Holdings and GSO Associates the Purchasers in order to effect any such termination.