Covenants of Optionor Pending Closing Sample Clauses

Covenants of Optionor Pending Closing. (a) From and after the date of execution of this Agreement and until Closing, and subject to Section 10.2 and the constraints of applicable operating and other agreements, Optionor shall operate, manage, and administer the Assets as a reasonable and prudent operator and in a good and workmanlike manner consistent with its past practices, and shall carry on its business with respect to the Assets in substantially the same manner as before execution of this Agreement. Prior to Closing, Optionor shall use all commercially reasonable efforts to preserve in full force and effect all Leases, operating agreements, easements, rights-of-way, permits, licenses, and agreements which relate to the Assets in which Optionor owns an interest, and shall perform all material obligations of Optionor in or under all such agreements relating to the Assets; provided, however, Optionee’s sole remedy for Optionor’s breach of its obligations under this Section 11.1(a) shall be limited to the relative amount of the Purchase Price the parties agree should be allocated to that portion of the Assets affected by such breach, and if the parties cannot agree, the matter shall be submitted to mediation and arbitration procedures set forth in Exhibit “P” Optionor shall, except for emergency action taken in the face of serious risk to life, property, or the environment (1) submit to Optionee, for prior written approval, all proposed contracts, agreements or amendments to contracts relating to the Assets to the extent same could be binding upon Optionee’s exercise of its Option to Purchase; (2) submit to Optionee, for Optionee’s information, all AFE’s relating to the Assets in excess of One Hundred Thousand Dollars ($100,000.00); (3) consult with, inform, and advise Optionee regarding all material matters concerning the operation, management, and administration of the Assets; (4) notify Optionee of any written voting under any operating, unit, joint venture, partnership or similar agreement relating to the Assets; and (5) not approve or elect to go nonconsent as to any proposed well or plug and abandon or agree to plug and abandon any well without Optionee’s prior written approval. On any matter requiring Optionee’s approval under this Section 11.1(a), Optionee shall respond within five (5) days to Optionor’s request for approval and failure of Optionee to respond to Optionor’s request for approval within such time shall release Optionor from the obligation to obtain Optionee’s approval bef...
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Related to Covenants of Optionor Pending Closing

  • Covenants Pending Closing Pending either Closing, the Company will conduct and will cause its Subsidiaries to conduct their respective businesses in the ordinary course, and will not, and will not permit any of its Subsidiaries to, without the Investor's prior written consent, take any action which would result in any of the representations or warranties contained in this Agreement not being true at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance. The Company will promptly advise the Investor of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties or which has the effect of rendering any of such covenants incapable of performance.

  • Covenants of the Vendor The Vendor covenants and agrees with the Purchaser as follows:

  • Covenants of Parent Parent agrees that:

  • Covenants of Buyer and Seller Buyer and Seller agree that:

  • Covenants of Buyer Buyer agrees that:

  • Covenants of the Buyer The Buyer covenants and agrees with the Seller as follows:

  • Covenants of Purchaser Purchaser covenants and agrees as follows:

  • Covenants of Sellers Sellers covenant and agree as follows:

  • Covenants of the Selling Shareholders Each Selling Shareholder, severally and not jointly, covenants with each Underwriter as follows:

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

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