Common use of Restrictions on Certain Actions Clause in Contracts

Restrictions on Certain Actions. From the date hereof until the Closing Date, Sellers will not, without Buyer’s prior consent in connection with the Properties: (a) expend any funds, or make any commitments to expend funds (including entering into new agreements which would obligate Sellers to expend funds), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with operation of the Properties after the Effective Date and as set out in the 2008 Appalachia Drilling Plan, a copy of which has been previously furnished to Buyer by Sellers, and except in the event of an emergency requiring immediate action to protect life or preserve the Properties; (b) except where necessary to prevent the termination of a Lease or other material agreement governing Sellers’ interest in the Properties, propose the drilling of any additional ▇▇▇▇▇, or propose the deepening, plugging back or reworking of any existing ▇▇▇▇▇, or propose the conducting of any other operations which require consent under the applicable operating agreement, or propose the conducting of any other operations other than the normal operation of the existing ▇▇▇▇▇ on the Oil and Gas Properties, or propose the abandonment of any ▇▇▇▇▇ on the Oil and Gas Properties (and Sellers agree that they will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer); (c) sell, transfer, or abandon any portion of the Properties other than items of materials, supplies, machinery, equipment, improvements, or other personal property or fixtures forming a part of the Properties (and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the Properties); or (d) release (or permit to terminate), or modify or reduce its rights under, any oil, gas, or mineral lease forming a part of the Oil and Gas Properties, or any Material Agreement, or modify any existing production sales contracts or enter into any new production sales contracts, except contracts terminable by Sellers with notice of 60 days or less.

Restrictions on Certain Actions. From the date hereof until the Closing Date, Sellers Seller will not, without Buyer’s 's prior consent in connection with the Propertiesconsent: (a) except as described on Schedule 6.3 of the Seller’s Disclosure Schedule, expend any fundsfunds in excess of twenty five thousand dollars ($25,000), or make any commitments to expend funds (including entering into new agreements which would obligate Sellers Seller to expend fundsfunds in excess of $25,000), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with the ownership or operation of the Properties after the Effective Date and as set out Date, other than routine expenses incurred in the 2008 Appalachia Drilling Plan, a copy normal operation of which has been previously furnished to Buyer by Sellers, the existing ▇▇▇▇▇ on the Oil and Gas Properties and except in the event of an emergency requiring immediate action to protect life or preserve the Properties; (b) except where necessary to prevent the termination of a Lease an oil and gas lease or other material agreement governing Sellers’ Seller's interest in the Properties, propose the drilling of any additional ▇▇▇▇▇, or propose the deepening, plugging back or reworking of any existing ▇▇▇▇▇, or propose the conducting of any other operations which require consent under the applicable operating agreement, or propose the conducting of any other operations other than the normal operation of the existing ▇▇▇▇▇ on the Oil and Gas Properties, or propose the abandonment of any ▇▇▇▇▇ on the Oil and Gas Properties (and Sellers agree Seller agrees that they it will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer); (c) sell, transfer, transfer or abandon any portion of the Properties other than items of materials, supplies, machinery, equipment, improvements, improvements or other personal property or fixtures forming a part of the Properties (and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the Properties); or (d) release (or permit to terminate), or modify or reduce its rights under, any oil, gas, gas or mineral lease forming a part of the Oil and Gas Properties, or any Material Agreementother Basic Document, or enter into any new agreements which would be Basic Documents, or modify any existing production sales contracts or enter into any new production sales contracts, except contracts terminable by Sellers Seller with notice of 60 days or less.

Restrictions on Certain Actions. From the date hereof until the Closing DateClosing, Sellers Seller will not, without Buyer’s prior consent in connection with the Propertiesconsent: (a) expend any funds, or make any commitments to expend funds (including entering into new agreements which would obligate Sellers to expend funds), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with operation of the Properties after the Effective Date and as set out in the 2008 Appalachia Drilling Plan, a copy of which has been previously furnished to Buyer by Sellers, and except in the event of an emergency requiring immediate action to protect life or preserve the Properties; (b) except where necessary to prevent the termination of a Lease or other material agreement governing Sellers’ interest in the Properties, propose the drilling of any additional ▇▇▇▇▇, or propose the deepening, plugging back or reworking of any existing ▇▇▇▇▇, or ; (b) propose the conducting of any other operations which require consent under the applicable operating agreement, or ; (c) propose the conducting of any other operations other than the normal operation of the existing ▇▇▇▇▇ on the Oil and Gas Properties, or ; (d) propose the abandonment of any ▇▇▇▇▇ on the Oil and Gas Properties (and Sellers agree that they will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer)Properties; (ce) sell, transfer, transfer or abandon any portion of the Properties other than items of materials, supplies, machinery, equipment, improvements, oil or other personal property or fixtures forming a part of the Properties (gas produced from Oil and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the Gas Properties); or; (df) release (or permit to terminate), or modify or reduce its rights under, any oil, gas, or gas and/or mineral lease forming a part of the Oil and Gas Properties; or (g) make or revoke any material Tax election, or settle or compromise any Material material Tax liability, or change (or make a request to any Taxing Authority to change) any material aspect of its method of accounting for Tax purposes, in each case if such action would have any material adverse effect on the Properties following the Closing; provided that, notwithstanding anything to the contrary in this Agreement (other than the adjustment provisions set forth in Article X with respect to the Prepaid Amounts), (i) Seller’s obligation to approve, consent to, make any election with respect to or otherwise respond to any matter, or to pay any amounts pursuant to any AFE, JIB or drilling advance invoice or similar invoice, proposed or submitted to Seller by Buyer or any other person under the applicable operating agreements relating to the Properties, whether proposed or submitted prior to or on or after the date of this Agreement, shall be suspended and (ii) whether or modify any existing production sales contracts not the Closing occurs, Seller shall not be deemed in breach or enter into any new production sales contractsviolation of such operating agreements on account of its failure to so approve, except contracts terminable by Sellers with notice of 60 days consent, elect, respond or lesspay during the period such obligation is suspended.

Restrictions on Certain Actions. From Except as otherwise expressly provided in this Agreement, prior to the date hereof until the Closing DateClosing, Sellers will Seller shall not, without Buyer’s the prior consent in connection with the Propertiesof Buyer: (a) expend Make any funds, material change in the ongoing operations of the Assets or make the Business; (b) Mortgage or pledge any commitments of the Assets or create or suffer to expend funds (including entering into new agreements which would obligate Sellers to expend funds), or otherwise incur exist any other obligations or liabilitiesEncumbrance thereupon, other than the Permitted Encumbrances; (c) Sell, lease, Transfer or otherwise dispose of, directly or indirectly, any of the Assets; (d) Enter into any contract, agreement, commitment, arrangement or transaction relating to pay expenses or to incur liabilities the Business, except in the ordinary course of business the Business consistent with past practice; (e) Amend, modify or change any existing contract or agreement relating to the Business, other than in the ordinary course of the Business consistent with past practice; (f) Waive, release, grant or Transfer any rights of value relating to the Business, other than in the ordinary course of the Business consistent with past practice; (g) Delay payment of any account payable or other liability of Seller relating to the Business beyond its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (h) Permit any current insurance or reinsurance policies to be canceled or terminated or any of the coverages thereunder to lapse if such policy covers Assets or insures risks, contingencies or liabilities of the Business, unless simultaneously with such cancellation, termination or lapse, replacement policies providing coverage equal to or greater than the coverage cancelled, terminated or lapsed are in full force and effect and written copies thereof have been provided to Buyer; (i) Take any action which would or might make any of the representations or warranties of Seller contained in this Agreement untrue or inaccurate as previously conducted prior to of any time from the date of this Agreement to the Closing or would or might result in connection with operation any of the Properties after the Effective Date and as conditions set out forth in the 2008 Appalachia Drilling Plan, a copy of which has been previously furnished to Buyer by Sellers, and except in the event of an emergency requiring immediate action to protect life or preserve the Properties; (b) except where necessary to prevent the termination of a Lease or other material agreement governing Sellers’ interest in the Properties, propose the drilling of any additional ▇▇▇▇▇, or propose the deepening, plugging back or reworking of any existing ▇▇▇▇▇, or propose the conducting of any other operations which require consent under the applicable operating agreement, or propose the conducting of any other operations other than the normal operation of the existing ▇▇▇▇▇ on the Oil and Gas Properties, or propose the abandonment of any ▇▇▇▇▇ on the Oil and Gas Properties (and Sellers agree that they will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer); (c) sell, transfer, or abandon any portion of the Properties other than items of materials, supplies, machinery, equipment, improvements, or other personal property or fixtures forming a part of the Properties (and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the Properties)Agreement not being satisfied; or (dj) release (Authorize or permit to terminate)propose, or modify agree in writing or reduce its rights underotherwise to take, any oil, gas, or mineral lease forming a part of the Oil and Gas Properties, or any Material Agreement, or modify any existing production sales contracts or enter into any new production sales contracts, except contracts terminable by Sellers with notice of 60 days or lessactions described in this Section.

Restrictions on Certain Actions. From the date hereof until the LP Closing Date, LP Sellers will not, without Buyer’s prior consent in connection with the LP Properties: (a) expend any funds, or make any commitments to expend funds (including entering into new agreements which would obligate LP Sellers to expend funds), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with operation of the LP Properties after the Effective Date and as set out in the 2008 Appalachia Drilling Plan, a copy of which has been previously furnished to Buyer by LP Sellers, and except in the event of an emergency requiring immediate action to protect life or preserve the LP Properties; (b) except where necessary to prevent the termination of a Lease or other material agreement governing LP Sellers’ interest in the LP Properties, propose the drilling of any additional ▇▇▇▇▇, or propose the deepening, plugging back or reworking of any existing ▇▇▇▇▇, or propose the conducting of any other operations which require consent under the applicable operating agreement, or propose the conducting of any other operations other than the normal operation of the existing ▇▇▇▇▇ on the LP Oil and Gas Properties, or propose the abandonment of any ▇▇▇▇▇ on the LP Oil and Gas Properties (and LP Sellers agree that they will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer); (c) sell, transfer, or abandon any portion of the LP Properties other than items of materials, supplies, machinery, equipment, improvements, or other personal property or fixtures forming a part of the LP Properties (and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the LP Properties); or (d) release (or permit to terminate), or modify or reduce its rights under, any oil, gas, or mineral lease forming a part of the LP Oil and Gas Properties, or any Material Agreement, or modify any existing production sales contracts or enter into any new production sales contracts, except contracts terminable by LP Sellers with notice of 60 days or less.

Restrictions on Certain Actions. From the date hereof until the Closing Date, Sellers Seller will not, without Buyer’s 's prior consent in connection with the Propertiesconsent: (a) expend any funds, or make any commitments to expend funds (including entering into new agreements which would obligate Sellers to expend funds), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with operation of the Properties after the Effective Date and as set out in the 2008 Appalachia Drilling Plan, a copy of which has been previously furnished to Buyer by Sellers, and except in the event of an emergency requiring immediate action to protect life or preserve the Properties; (b) except where necessary to prevent the termination of a Lease or other material agreement governing Sellers’ interest in the Properties, propose the drilling of any additional ▇w▇▇▇▇, or propose the deepening, plugging back or reworking of any existing w▇▇▇▇▇, or ; (b) propose the conducting of any other operations which require consent under the applicable operating agreement, or ; (c) propose the conducting of any other operations other than the normal operation of the existing ▇w▇▇▇▇ on the Oil and Gas Properties, or ; (d) propose the abandonment of any ▇w▇▇▇▇ on the Oil and Gas Properties (and Sellers agree that they will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer)Properties; (ce) sell, transfer, transfer or abandon any portion of the Properties other than items of materials, supplies, machinery, equipment, improvements, oil or other personal property or fixtures forming a part of the Properties (gas produced from Oil and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the Gas Properties); or; (df) release (or permit to terminate), or modify or reduce its rights under, any oil, gas, or gas and/or mineral lease forming a part of the Oil and Gas Properties; or (g) make or revoke any material Tax election, or settle or compromise any Material material Tax liability, or change (or make a request to any Taxing Authority to change) any material aspect of its method of accounting for Tax purposes, in each case if such action would have any material adverse effect on the Properties following the Closing; provided that, notwithstanding anything to the contrary in this Agreement (other than the adjustment provisions set forth in Article X with respect to the Prepaid Amounts), (i) Seller's obligation to approve, consent to, make any election with respect to or otherwise respond to any matter, or to pay any amounts pursuant to any AFE, JIB or drilling advance invoice or similar invoice, proposed or submitted to Seller by Buyer or any other person under the applicable operating agreements relating to the Properties, whether proposed or submitted prior to or on or after the date of this Agreement, shall be suspended and (ii) whether or modify any existing production sales contracts not the Closing occurs, Seller shall not be deemed in breach or enter into any new production sales contractsviolation of such operating agreements on account of its failure to so approve, except contracts terminable by Sellers with notice of 60 days consent, elect, respond or lesspay during the period such obligation is suspended.

Restrictions on Certain Actions. From the date hereof until Closing (or, with respect to any Retained Easement and Properties, until the Retained Easement Closing Datewith respect thereto or the consummation of an Alternative Transaction, Sellers whichever is later), Seller will conduct its business and operations relating to the Properties (or, as applicable, the Retained Easements and Properties) in the Ordinary Course of Business and will not, without Buyer’s prior consent in connection with the Propertieswritten consent: (a) expend any fundssell, or make any commitments to expend funds (including entering into new agreements which would obligate Sellers to expend funds)lease, transfer, abandon or otherwise incur dispose of any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with operation portion of the Properties after (or, as applicable, the Effective Date Retained Easements and as set out in the 2008 Appalachia Drilling Plan, a copy of which has been previously furnished to Buyer by Sellers, and except in the event of an emergency requiring immediate action to protect life or preserve the Properties); (b) except where necessary cause the Properties (or, as applicable, the Retained Easements and Properties) to prevent the termination of a Lease or other material agreement governing Sellers’ interest in the Propertiesbe subject to any lien, propose the drilling of any additional ▇▇▇▇▇encumbrance, pledge, or propose the deepening, plugging back or reworking of any existing ▇▇▇▇▇, or propose the conducting of any other operations which require consent under the applicable operating agreement, or propose the conducting of any other operations mortgage other than the normal operation of the existing ▇▇▇▇▇ on the Oil and Gas Properties, or propose the abandonment of any ▇▇▇▇▇ on the Oil and Gas Properties Seller Lien (and Sellers agree that they will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyerwhich shall be released at Closing); (c) sellenter into any amendment of any Easements, transferPermits, Warranties or abandon Transferred Contracts (or, as applicable, the Retained Easements and Properties) except as otherwise provided for in this Agreement and except for the New Antero Agreement; (d) (i) take any portion action that would cause any representation or warranty of Seller in this Agreement to be or become untrue, (ii) omit to take any action necessary to prevent any such representation or warranty from being untrue or (iii) take any action that would or could be reasonably expected to result in the failure of any of the Properties other than items of materials, supplies, machinery, equipment, improvements, or other personal property or fixtures forming a part of the Properties (and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the Properties)conditions set forth in Section 8.1 to be satisfied; or (e) agree, commit, authorize, or resolve to do any of the foregoing actions set forth in clauses (a) though (d) release (or permit to terminate), or modify or reduce its rights under, any oil, gas, or mineral lease forming a part of the Oil and Gas Properties, or any Material Agreement, or modify any existing production sales contracts or enter into any new production sales contracts, except contracts terminable by Sellers with notice of 60 days or lessthis Section 6.3.

Restrictions on Certain Actions. From the date hereof until the Closing Date, Sellers Seller will not, without Buyer’s prior consent in connection with the Propertiesconsent: (a) expend any funds, or make any commitments to expend funds (including entering into new agreements which would obligate Sellers to expend funds), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with operation of the Properties after the Effective Date and as set out in the 2008 Appalachia Drilling Plan, a copy of which has been previously furnished to Buyer by Sellers, and except in the event of an emergency requiring immediate action to protect life or preserve the Properties; (b) except where necessary to prevent the termination of a Lease or other material agreement governing Sellers’ interest in the Properties, propose the drilling of any additional ▇▇▇▇▇, or propose the deepening, plugging back or reworking of any existing ▇▇▇▇▇, or ; (b) propose the conducting of any other operations which require consent under the applicable operating agreement, or ; (c) propose the conducting of any other operations other than the normal operation of the existing ▇▇▇▇▇ on the Oil and Gas Properties, or ; (d) propose the abandonment of any ▇▇▇▇▇ on the Oil and Gas Properties (and Sellers agree that they will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer)Properties; (ce) sell, transfer, transfer or abandon any portion of the Properties other than items of materials, supplies, machinery, equipment, improvements, oil or other personal property or fixtures forming a part of the Properties (gas produced from Oil and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the Gas Properties); or; (df) release (or permit to terminate), or modify or reduce its rights under, any oil, gas, or gas and/or mineral lease forming a part of the Oil and Gas Properties; or (g) make or revoke any material Tax election, or settle or compromise any Material material Tax liability, or change (or make a request to any Taxing Authority to change) any material aspect of its method of accounting for Tax purposes, in each case if such action would have any material adverse effect on the Properties following the Closing; provided that, notwithstanding anything to the contrary in this Agreement (other than the adjustment provisions set forth in Article X with respect to the Prepaid Amounts), (i) Seller’s obligation to approve, consent to, make any election with respect to or otherwise respond to any matter, or to pay any amounts pursuant to any AFE, JIB or drilling advance invoice or similar invoice, proposed or submitted to Seller by Buyer or any other person under the applicable operating agreements relating to the Properties, whether proposed or submitted prior to or on or after the date of this Agreement, shall be suspended and (ii) whether or modify any existing production sales contracts not the Closing occurs, Seller shall not be deemed in breach or enter into any new production sales contractsviolation of such operating agreements on account of its failure to so approve, except contracts terminable by Sellers with notice of 60 days consent, elect, respond or lesspay during the period such obligation is suspended.

Restrictions on Certain Actions. From the date hereof until the Closing DateClosing, Sellers Seller will not, without Buyer’s prior consent in connection with the Propertiesconsent: (a) expend any funds, or make any commitments to expend funds (including entering into new agreements which would obligate Sellers Seller to expend funds), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with routine operation of the Properties after the Effective Date and as set out except (i) for those commitments listed in Section 4.8 of the 2008 Appalachia Drilling Plan, a copy of which has been previously furnished to Buyer by Sellers, Seller Disclosure Schedule and except (ii) in the event of an emergency requiring immediate action to protect life or preserve the Properties; (b) except where necessary to prevent the termination of a Lease an oil and gas lease or other material agreement governing Sellers’ Seller’s interest in the PropertiesProperties (and then not without delivering prior notice describing the action proposed to be taken to Buyer), propose the drilling of any additional ▇▇▇▇▇, or propose the deepening, plugging back or reworking of any existing ▇▇▇▇▇, or propose the conducting of any other operations which require consent under the applicable operating agreement, or propose the conducting of any other operations other than the normal operation of the existing ▇▇▇▇▇ on the Oil and Gas Properties, or enter into or modify any pooling or unitization agreement, or propose the abandonment of any ▇▇▇▇▇ on the Oil and Gas Properties (and Sellers agree Seller agrees that they it will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer); (c) sell, transfer, transfer or abandon any portion of the Properties other than items of materials, supplies, machinery, equipment, improvements, improvements or other personal property or fixtures forming a part of the Properties (and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the Properties); or (d) release (or permit to terminate), or modify or reduce its rights under, any oil, gas, gas or mineral lease forming a part of the Oil and Gas Properties, or any Material Agreementother Basic Document, or enter into any new agreements which would constitute a Basic Document, or modify any existing production sales contracts or enter into any new production sales contracts, except contracts terminable by Sellers Seller with notice of 60 days or less.