Common use of Applicable Contracts Clause in Contracts

Applicable Contracts. (a) All Applicable Contracts are listed on Schedule 4.8(a) and include all Contracts to which Seller or any of its Affiliates is a party that are material to the ownership, exploration, exploitation, development, operation or marketing of production from the Oil and Gas Interests. (b) The Applicable Contracts are in full force and effect as to Seller and, to Seller’s Knowledge, each counterparty (excluding any Applicable Contract that terminates as a result of expiration of its existing term). Except as set forth on Schedule 4.8(b), there exist no material defaults under the Applicable Contracts by Seller or, to Seller’s Knowledge, by any other Person that is a party to such Applicable Contracts. Except as set forth on Schedule 4.8(b) and except for such matters that would not, individually or in the aggregate, result in a Seller Material Adverse Effect, no event has occurred that with notice or lapse of time or both would constitute a default under any Applicable Contract by Seller or, to Seller’s Knowledge, by any other Person who is a party to such Applicable Contract. Prior to the Closing Date, Seller has made available to Buyer true and complete copies of each Applicable Contract and any amendments thereto. Seller has not received or given any unresolved written notice of default, amendment, waiver, price redetermination, market out, curtailment or termination with respect to any Applicable Contract. (c) Except for (A) the Applicable Contracts, (B) Contracts that may be cancelled upon notice and without penalty and the cancellation of which would not, individually or in the aggregate, have a material impact on the value of the Assets, (C) the Transaction Documents that are executed on the Closing Date and (D) as set forth on Schedule 4.8(c), there are no Contracts executed by Seller that will be binding on Buyer or encumber or bind the Conveyed Interests or the production therefrom after the Closing Date, including: (i) any joint operating agreement to which the Conveyed Interests are subject; (ii) any Contract that constitutes a non-competition agreement or any agreement that purports to restrict, limit or prohibit the manner in which, or the locations in which, Seller conducts business with respect to the Conveyed Interests, including any area of mutual interest Contracts with respect to the Conveyed Interests; (iii) any executory Contract that constitutes a pending purchase and sale agreement, farmout or farm-in agreement, exploration agreement, participation agreement or other Contract providing for the purchase, sale or earning of any material asset affecting the Conveyed Interests; (iv) any Contracts containing “tag along” or similar rights allowing a third party to participate in future sales of any of the Conveyed Interests; (v) any Hydrocarbon purchase and sale, gathering, transportation, processing or similar Contract under which the Conveyed Interests are dedicated; (vi) any Contract that contains a call on production from the Conveyed Interests; (vii) any Contract that is a Debt Instrument; or (viii) any Contract involving any take or pay payment, advance payment or other similar payment (other than royalties, overriding royalties and similar arrangements reflected with respect to the Net Revenue Interest set forth in Exhibit A), to deliver Hydrocarbons, or proceeds from the sale thereof, attributable to the Conveyed Interests at some future time without receiving payment thereof at or after the time of delivery. (d) Schedule 4.8(d) lists all Contracts to which Seller or any of its Affiliates is a party under which Seller expects to procure goods and/or services from Seller or any of its Affiliates that will be charged, directly or indirectly, to Buyer as owner of the Conveyed Interests.

Applicable Contracts. (a) All Part I of Schedule 4.8 sets forth all Applicable Contracts are listed on Schedule 4.8(a) and include all Contracts to which Seller or any of its Affiliates is a party that are material to the ownership, exploration, exploitation, development, operation or marketing of production from the Oil and Gas InterestsContracts. (b) The Applicable Contracts are in full force and effect as to Seller or any Selling Subsidiary and, to Seller’s Knowledge, each counterparty (excluding any Applicable Contract that terminates as a result of expiration of its existing term). Except as set forth on Schedule 4.8(b)4.8, there exist no material defaults under the Applicable Contracts by Seller or any Selling Subsidiary or, to Seller’s Knowledge, by any other Person that is a party to such Applicable Contracts. Except as set forth on Schedule 4.8(b) 4.8 and except for such matters that would not, individually or in the aggregate, result in a Seller Material Adverse Effect, no event has occurred that with notice or lapse of time or both would constitute a any default under any Applicable Contract by Seller or any Selling Subsidiary or, to Seller’s Knowledge, by any other Person who is a party to such Applicable Contract. Prior to the Closing Date, Seller has made available to Buyer true and complete copies of each Applicable Contract described on Schedule 4.8 and any all amendments thereto. Neither Seller nor any Selling Subsidiary has not received or given any unresolved written notice of default, amendment, waiver, price redetermination, market out, curtailment or termination with respect to any Applicable ContractContract described on Schedule 4.8. (c) Except as set forth on Schedule 4.8, and except for (A) the Applicable Contracts, (B) Contracts that may be cancelled upon notice and without penalty and the cancellation of which would not, individually or in the aggregate, have a material impact on the value of the Assets, (C) the Transaction Documents that are executed on the Closing Date and (D) as set forth on Schedule 4.8(c)Date, there are no Contracts executed by Seller or any Selling Subsidiary that will be binding on Buyer or encumber or bind the Conveyed Interests or the production therefrom after the Closing Date, including: (i) any joint operating agreement to which the Conveyed Interests are subject; (ii) any Contract that constitutes a non-competition agreement or any agreement that purports to restrict, limit or prohibit the manner in which, or the locations in which, Seller conducts business with respect to the Conveyed Interests, including any area of mutual interest Contracts with respect to the Conveyed Interests; (iii) any executory Contract that constitutes a pending purchase and sale agreement, farmout or farm-in agreement, exploration agreement, participation agreement or other Contract providing for the purchase, sale or earning of any material asset affecting the Conveyed Interests; (iv) any Contracts containing “tag along” or similar rights allowing a third party to participate in future sales of any of the Conveyed Interests; (v) any Hydrocarbon purchase and sale, gathering, transportation, processing or similar Contract under which the Conveyed Interests are dedicated; (vi) any Contract that contains a call on production from the Conveyed Interests; (vii) any Contract that is a Debt Instrument; or (viii) any Contract involving any take or pay payment, advance payment or other similar payment (other than royalties, overriding royalties and similar arrangements reflected with respect to the Net Revenue Interest set forth in Exhibit A), to deliver Hydrocarbons, or proceeds from the sale thereof, attributable to the Conveyed Interests at some future time without receiving payment thereof at or after the time of delivery. (d) Schedule 4.8(d) lists all Contracts to which Seller or any of its Affiliates is a party under which Seller expects to procure goods and/or services from Seller or any of its Affiliates that will be charged, directly or indirectly, to Buyer as owner of the Conveyed Interests.

Applicable Contracts. (a) All Each of the following Applicable Contracts are (other than those relating solely to the Excluded Business, the Excluded Assets or Seller Transaction Expenses) as of the date of this Agreement is listed on Schedule 4.8(a2.12, and copies of such Applicable Contracts have been made available to Buyer: (i) and include all Contracts to which Seller Any power of attorney or other similar Contract or grant of agency by the Company or any Acquired Subsidiary; (ii) Any Contract relating to the ownership of or investment in any business or enterprise by the Company or any Acquired Subsidiary, including investments in joint ventures, equity investments and similar Contracts (other than the Shareholders Agreement and Contracts solely between the Company and a Company Subsidiary); (iii) Any loan agreement, promissory note, letter of credit, advance or other evidence of indebtedness of the Company or any Acquired Subsidiary which will survive Closing; (iv) Any guarantee by the Company or any Acquired Subsidiary of payment or performance by another Person; (v) Any Contract for the Company or any Acquired Subsidiary to act as a surety for, or be contingently or secondarily liable for, the obligations of another Person (other than the Company or any Acquired Subsidiary); (vi) Any material broker, agent, sales representative, dealer, distribution or similar Contract of the Company or any Acquired Subsidiary; (vii) Any Contract that is not terminable by the Company or any Acquired Subsidiary upon 90 days’, or less, notice without penalty and requires by its Affiliates express terms payment by or to the Company or any Acquired Subsidiary of more than $150,000 in any 12-month period (other than purchase orders issued or received by the Company or any Acquired Subsidiary in the Ordinary Course of Business); (viii) Any Contract of the Company or any Acquired Subsidiary with a Governmental Body; (ix) Any Contract prohibiting or restricting the Company or any Acquired Subsidiary from competing in any line of business or geographic area; (x) Any Contract that requires the Company or any Acquired Subsidiary to purchase its total requirements of a good or service from another Person; (xi) Any Contract that is a party collective bargaining agreement or involves a labor union or other representative group of employees relating to wages, hours or conditions of employment; (xii) Any consulting or independent contractor Contract that are requires the payment by the Company or any Acquired Subsidiary of more than $250,000 in any 12-month period; (xiii) Any lease (other than a Real Property Lease) of material tangible property and assets by the Company or any Acquired Subsidiary that requires more than $100,000 in payments for any 12-month period; and (xiv) Any Contract that relates to the ownership, exploration, exploitation, development, operation acquisition of a business or marketing substantially all of production from the Oil and Gas Interestsassets or equity securities of another Person entered into during the 3-year period prior to the date of this Agreement. (b) The Each Applicable Contracts are Contract listed on Schedule 2.12, each Real Property Lease and each Contract relating to material Intellectual Property Assets listed on Schedule 2.9 (collectively, the “Material Contracts”) is in full force and effect and is valid and enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar Law, affecting the enforcement of creditors’ rights generally and by general principles of equity. The Company and the Acquired Subsidiaries, as to Seller applicable, and, to Seller’s Sellers’ Knowledge, each counterparty (excluding any Applicable Contract that terminates as a result of expiration of its existing term). Except as set forth on Schedule 4.8(b), there exist no material defaults under the Applicable Contracts by Seller or, to Seller’s Knowledge, by any other Person that is a party to such Applicable Contractsa Material Contract, has complied in all material respects with the terms thereof. Except as set forth on Schedule 4.8(b) and except for such matters that would not, individually or in the aggregate, result in a Seller Material Adverse EffectTo Sellers’ Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time time) is reasonably likely to contravene, conflict with or both would constitute result in a default under violation or breach of, or give the Company, any Applicable Contract by Seller or, to Seller’s Knowledge, by Acquired Subsidiary or any other Person who is the right to declare a party to such Applicable Contract. Prior to the Closing Datedefault under, Seller has made available to Buyer true and complete copies of each Applicable Contract and any amendments thereto. Seller has not received or given any unresolved written notice of default, amendment, waiver, price redetermination, market out, curtailment or termination with respect to any Applicable Material Contract. (c) Except for (A) the Applicable Contracts, (B) Contracts that may be cancelled upon notice and without penalty and the cancellation of which would not, individually or in the aggregate, have a material impact on the value of the Assets, (C) the Transaction Documents that are executed on the Closing Date and (D) as set forth on Schedule 4.8(c), there are no Contracts executed by Seller that will be binding on Buyer or encumber or bind the Conveyed Interests or the production therefrom after the Closing Date, including: (i) any joint operating agreement to which the Conveyed Interests are subject; (ii) any Contract that constitutes a non-competition agreement or any agreement that purports to restrict, limit or prohibit the manner in which, or the locations in which, Seller conducts business with respect to the Conveyed Interests, including any area of mutual interest Contracts with respect to the Conveyed Interests; (iii) any executory Contract that constitutes a pending purchase and sale agreement, farmout or farm-in agreement, exploration agreement, participation agreement or other Contract providing for the purchase, sale or earning of any material asset affecting the Conveyed Interests; (iv) any Contracts containing “tag along” or similar rights allowing a third party to participate in future sales of any of the Conveyed Interests; (v) any Hydrocarbon purchase and sale, gathering, transportation, processing or similar Contract under which the Conveyed Interests are dedicated; (vi) any Contract that contains a call on production from the Conveyed Interests; (vii) any Contract that is a Debt Instrument; or (viii) any Contract involving any take or pay payment, advance payment or other similar payment (other than royalties, overriding royalties and similar arrangements reflected with respect to the Net Revenue Interest set forth in Exhibit A), to deliver Hydrocarbons, or proceeds from the sale thereof, attributable to the Conveyed Interests at some future time without receiving payment thereof at or after the time of delivery. (d) Schedule 4.8(d) lists all Contracts to which Seller or any of its Affiliates is a party under which Seller expects to procure goods and/or services from Seller or any of its Affiliates that will be charged, directly or indirectly, to Buyer as owner of the Conveyed Interests.

Applicable Contracts. (a) All Part I of Schedule 4.8 sets forth all Applicable Contracts are listed on Schedule 4.8(a) and include all Contracts to which Seller or any of its Affiliates is a party that are material to the ownership, exploration, exploitation, development, operation or marketing of production from the Oil and Gas InterestsContracts. (b) The Applicable Contracts are in full force and effect as to Seller or any Selling Subsidiary and, to Seller’s Knowledge, each counterparty (excluding any Applicable Contract that terminates as a result of expiration of its existing term). Except as set forth on Schedule 4.8(b)4.8, there exist no material defaults under the Applicable Contracts by Seller or any Selling Subsidiary or, to Seller’s Knowledge, by any other Person that is a party to such Applicable Contracts. Except as set forth on Schedule 4.8(b) 4.8 and except for such matters that would not, individually or in the aggregate, result in a Seller Material Adverse Effect, no event has occurred that with notice or lapse of time or both would constitute a any default under any Applicable Contract by Seller or any Selling Subsidiary or, to Seller’s Knowledge, by any other Person who is a party to such Applicable Contract. Prior to the Closing Date, Seller has made available to Buyer true and complete copies of each Applicable Contract described on Schedule 4.8 and any all amendments thereto. Neither Seller nor any Selling Subsidiary has not received or given any unresolved written notice of default, amendment, waiver, price redetermination, market out, curtailment or termination with respect to any Applicable ContractContract described on Schedule 4.8. (c) Except as set forth on Schedule 4.8, and except for (A) the Applicable Contracts, (B) Contracts that may be cancelled upon notice and without penalty and the cancellation of which would not, individually or in the aggregate, have a material impact on the value of the Assets, (C) the Transaction Documents that are executed on the Closing Date and (D) as set forth on Schedule 4.8(c)Date, there are no Contracts executed by Seller or any Selling Subsidiary that will be binding on Buyer or encumber or bind the Conveyed Interests or the production therefrom after the Closing Date, including: (i) any joint operating agreement to which the Conveyed Interests are subject; (ii) any Contract that constitutes a non-competition agreement or any agreement that purports to restrict, limit or prohibit the manner in which, or the locations in which, Seller conducts business with respect to the Conveyed Interests, including any area of mutual interest Contracts with respect to the Conveyed Interests; (iii) any executory Contract that constitutes a pending purchase and sale agreement, farmout or farm-in agreement, exploration agreement, participation agreement or other Contract providing for the purchase, sale or earning of any material asset affecting the Conveyed Interests; Interests; (iv) any Contracts containing “tag along” or similar rights allowing a third party to participate in future sales of any of the Conveyed Interests;Conveyed (v) any Hydrocarbon purchase and sale, gathering, transportation, processing or similar Contract under which the Conveyed Interests are dedicated; (vi) any Contract that contains a call on production from the Conveyed Interests; (vii) any Contract that is a Debt Instrument; or (viii) any Contract involving any take or pay payment, advance payment or other similar payment (other than royalties, overriding royalties and similar arrangements reflected with respect to the Net Revenue Interest set forth in Exhibit A), to deliver Hydrocarbons, or proceeds from the sale thereof, attributable to the Conveyed Interests at some future time without receiving payment thereof at or after the time of delivery. (d) Schedule 4.8(d) lists all Contracts to which Seller or any of its Affiliates is a party under which Seller expects to procure goods and/or services from Seller or any of its Affiliates that will be charged, directly or indirectly, to Buyer as owner of the Conveyed Interests.