Common use of Negative Covenants on Operations Clause in Contracts

Negative Covenants on Operations. Unless Seller obtains the prior written consent of Buyer to act otherwise, which consent may be withheld at the sole discretion of Buyer, Seller shall not: (1) except for Capital Projects and AFEs as described on Schedule 6.14, all of which are deemed to be approved, approve any operations on the Assets that is anticipated to cost the owner of the Assets more than $200,000.00 in gross costs per activity or series of activities (excepting (i) emergency operations required to address an immediate threat to health, safety, or the environment, (ii) operations that are required if a Well goes down and Seller believes, acting reasonably, that there is a reasonable likelihood or risk of immediate reservoir or downhole damage or other immediate potential loss of the wellbore of such Well provided that such operation is not expected to exceed $250,000.00 in gross costs, or (iii) operations immediately necessary to avoid material monetary penalty or forfeiture provisions of any applicable Contract or order of any Governmental Authority, all of which, in the case of clauses (i) through (iii), are deemed approved; provided, however, Seller shall promptly notify Buyer as soon as reasonably practicable of the occurrence of any such events and shall cooperate reasonably with Buyer to minimize the costs thereof); (2) lease, transfer, sell, convey or dispose of, or ▇▇▇▇▇ ▇ ▇▇▇▇ on, pledge, hypothecate, or otherwise encumber (including grant or create any preferential right) any, Assets (other than replacement of equipment, other asset retirement obligations, or sale of Hydrocarbons in the ordinary course of business consistent with past practices); (3) let lapse any of Seller’s insurance now in force with respect to the Assets; (4) modify or terminate or allow to be modified or terminated any Material Contract or Lease or enter into any agreement that, if in effect as of the Execution Date, would be a Material Contract; (5) waive, release, assign, settle, or compromise any claim, action, or proceeding relating to the Assets, other than waivers, releases, assignments, settlements, or compromises that involve only the payment of monetary damages not in excess of $50,000.00 individually or in the aggregate (excluding amounts to be paid under insurance policies); or (6) commit or agree to take or refrain from taking any action that, if so taken or omitted, would result in a violation of this Section 8.1(b).

Negative Covenants on Operations. Unless From and after the Execution Date and until Closing, except with respect to any actions or operations set forth on Section 8.1(b) of the Disclosure Schedule, unless Seller obtains the prior written consent of Buyer in each case to act otherwiseotherwise with respect to clauses (2) through (5), which consent may not be withheld at the sole discretion of Buyerunreasonably withheld, delayed, or conditioned, Seller shall not: (1) except for Capital Projects and AFEs as described on Schedule 6.14Section 6.13 of the Disclosure Schedule, all of which are deemed to be approved, approve any operations on the Assets that is anticipated to cost the owner of the Assets more than $200,000.00 in gross costs 100,000 per activity operation or series of activities activity, net to Seller’s interest (excepting (i) emergency operations required to address an immediate threat to health, safety, or the environment, (ii) under presently existing contractual obligations and operations that are required if a Well goes down and Seller believes, acting reasonably, that there is a reasonable likelihood or risk of immediate reservoir or downhole damage or other immediate potential loss of the wellbore of such Well provided that such operation is not expected to exceed $250,000.00 in gross costs, or (iii) operations immediately necessary to avoid material monetary penalty or forfeiture provisions of any applicable Material Contract or order Order of any Governmental Authority, all of whichwhich will be deemed to be approved, in the case of clauses (i) through (iii), are deemed approved; provided, however, provided that Seller shall promptly notify notifies Buyer as soon as reasonably practicable of the occurrence of any such events and shall cooperate reasonably with Buyer emergency operation or operation necessary to minimize the costs thereofavoid monetary penalty or forfeiture excepted in this Agreement); (2) leaseconvey, transferencumber, sell, convey or dispose of, or ▇▇▇▇▇ ▇ ▇▇▇▇ on, pledge, hypothecate, abandon or otherwise encumber (including grant or create dispose of any preferential right) any, material part of the Assets (other than replacement of equipment, other asset retirement obligations, or sale of Hydrocarbons in the ordinary regular course of business consistent with past practicesand excluding the sale of any skim oil); (3) cancel, modify or let lapse any of Seller’s insurance now in force with respect to the Assets; (4) modify modify, amend or change the terms of any Surface Agreement, Material Contract or Permit or terminate or allow to be modified or terminated any Material Contract (except for those set forth on Section 6.9(b) of the Disclosure Schedule), Surface Agreement or Lease Permit or enter into any agreement agreement, contract or commitment that, if in effect as of such agreement, contract or commitment had been entered into prior to the Execution Date, would be a Material Contractrequired to be listed in an Exhibit attached to this Agreement or the Disclosure Schedule; (5) propose any new drilling, construction or similar operation with respect to any of the Assets in excess of $100,000; (6) waive, release, assign, settle, or compromise any claim, action, or proceeding relating to the Assets, other than waivers, releases, assignments, settlements, or compromises that involve only the payment of monetary damages not in excess of $50,000.00 100,000.00 individually or in the aggregate (excluding amounts to be paid under insurance policies); or (67) commit (i) amend any Tax Return relating to Asset Taxes, (ii) make, change or agree revoke any Tax election relating to take Asset Taxes, or refrain from taking (iii) waive or extend statute of limitations or enter into any action that, if so taken or omitted, would result in a violation of this Section 8.1(b)agreement with any Governmental Authority relating to Asset Taxes.

Negative Covenants on Operations. Unless Seller obtains the prior written consent of Buyer to act otherwise, which consent may be withheld at the sole discretion of Buyer, from the Execution Date to the Closing Date, Seller shall not: (1) except for Capital Projects and AFEs as described on Schedule 6.14, all of which are deemed to be approved, approve any operations on the Assets that is anticipated to cost the owner of the Assets more than $200,000.00 in gross costs per activity or series of activities (excepting (i) emergency operations required to address an immediate threat to health, safety, or the environment, (ii) operations that are required if a Well goes down and Seller believes, acting reasonably, that there is a reasonable likelihood or risk of immediate reservoir or downhole damage or other immediate potential loss of the wellbore of such Well provided that such operation is not expected to exceed $250,000.00 150,000.00 in gross costs, or (iii) operations immediately necessary to avoid material monetary penalty or forfeiture provisions of any applicable Contract or order of any Governmental Authority, all of which, in the case of clauses (i) through (iii), are deemed approved; provided, however, Seller shall promptly notify Buyer as soon as reasonably practicable of the occurrence of any such events and shall cooperate reasonably with Buyer to minimize the costs thereof); (2) lease, transfer, sell, convey convey, abandon, farmout or dispose of, or ▇▇▇▇▇ ▇ ▇▇▇▇ on, pledge, hypothecate, or otherwise encumber (including grant or create any preferential right) any, Assets (other than replacement of equipment, other asset retirement obligations, or sale of Hydrocarbons in the ordinary course of business consistent with past recent practices); (3) let lapse any of Seller’s insurance now in force with respect to the Assets; (4) modify or terminate or allow to be modified or terminated any Material Contract or Lease or enter into any agreement that, if in effect as of the Execution Date, would be a Material Contract; (5) waive, release, assign, settle, or compromise any claim, action, or proceeding relating to the Assets, other than waivers, releases, assignments, settlements, or compromises that involve only the payment of monetary damages not in excess of $50,000.00 individually or in the aggregate (excluding amounts to be paid under insurance policies); (6) consent to, and participate in, any operation proposed with respect to any Asset that would result in such Asset becoming subject to a penalty or forfeiture as a result of any election not to so participate; or (67) commit or agree to take or refrain from taking any action that, if so taken or omitted, would result in a violation of this Section 8.1(b).

Negative Covenants on Operations. Unless Seller obtains the prior written consent of Buyer to act otherwise, which consent may be withheld at the sole discretion of Buyer, from the Execution Date to the Closing Date, Seller shall not: (1) except for Capital Projects and AFEs as described on Schedule 6.14, all of which are deemed to be approved, approve any operations on the Assets that is anticipated to cost the owner of the Assets more than $200,000.00 in gross costs per activity or series of activities (excepting (i) emergency operations required to address an {JK01396073.28 } immediate threat to health, safety, or the environment, (ii) operations that are required if a Well goes down and Seller believes, acting reasonably, that there is a reasonable likelihood or risk of immediate reservoir or downhole damage or other immediate potential loss of the wellbore of such Well provided that such operation is not expected to exceed $250,000.00 150,000.00 in gross costs, or (iii) operations immediately necessary to avoid material monetary penalty or forfeiture provisions of any applicable Contract or order of any Governmental Authority, all of which, in the case of clauses (i) through (iii), are deemed approved; provided, however, Seller shall promptly notify Buyer as soon as reasonably practicable of the occurrence of any such events and shall cooperate reasonably with Buyer to minimize the costs thereof); (2) lease, transfer, sell, convey convey, abandon, farmout or dispose of, or ▇▇▇▇▇ ▇ ▇▇▇▇ on, pledge, hypothecate, or otherwise encumber (including grant or create any preferential right) any, Assets (other than replacement of equipment, other asset retirement obligations, or sale of Hydrocarbons in the ordinary course of business consistent with past recent practices); (3) let lapse any of Seller’s insurance now in force with respect to the Assets; (4) modify or terminate or allow to be modified or terminated any Material Contract or Lease or enter into any agreement that, if in effect as of the Execution Date, would be a Material Contract; (5) waive, release, assign, settle, or compromise any claim, action, or proceeding relating to the Assets, other than waivers, releases, assignments, settlements, or compromises that involve only the payment of monetary damages not in excess of $50,000.00 individually or in the aggregate (excluding amounts to be paid under insurance policies); or (6) commit or agree to take or refrain from taking any action that, if so taken or omitted, would result in a violation of this Section 8.1(b).