Common use of Operations Prior to Closing Clause in Contracts

Operations Prior to Closing. After the date of this Agreement and prior to the Closing, Seller, in its sole discretion, shall use and maintain the Assets in substantially the same manner in which they have been used and maintained prior to this Agreement. Unless Seller and Buyer otherwise agree, Seller shall only enter into agreements or transactions in relation to the Assets which (i) individually involve a fair market value of less than Fifty Thousand United States dollars ($50,000.00), and (ii) are entered into in the ordinary course of business consistent with past practices. Seller shall not be obligated for any expenditures between the execution of this Agreement or the Effective Date, whichever is the earlier and the Closing. In the event that an expenditure for purposes other than day-to-day operations is proposed or contemplated, Seller shall submit such proposal to Buyer for concurrence. Buyer will assume the risk of any consequences which arise as a result of Buyer's failure or refusal to approve and pay such expenditure. Additionally, after the signing of this Agreement and prior to Closing, Seller shall have the right to make any changes, repairs or modifications, or incur any expenditures necessary relative to the premises to prevent or react to an emergency or environmental incident. With regard to the preceding sentence, Seller shall attempt to secure 24 Buyer's consent prior to any such expenditure or action, however, Seller shall have the right to effect such expenditure or action with or without such approval, acting as would any prudent operator under similar circumstances. Unless Buyer and Seller otherwise agree, Seller shall not materially alter the Assets (other than the use of supplies and consumables) or remove any improvements, equipment or property which comprise the Assets (other than the use of supplies and consumables). If because of legally binding agreements which existed prior to the date of this Agreement, Seller, after the date of this Agreement, but prior to Closing, acquires assets related to the Assets or otherwise improves the Assets, the Purchase Price shall be increased by an amount equal to the consideration to be paid by Seller for such acquisition or improvement of the Assets, and the acquired asset or improvement shall be transferred hereunder. Seller shall promptly notify Buyer of any material matter affecting the Assets known to Seller which arises from the date of this Agreement to the date of Closing.

Operations Prior to Closing. After the date of this Agreement and prior to the Closing, Seller, in its sole reasoned discretion, shall use and maintain the Assets in substantially the same manner in which they have been used and maintained prior to this Agreement. Unless Seller and Buyer otherwise agreeagree and Buyer’s consent shall not be unreasonably withheld, Seller shall only enter into agreements not approve any capital work program, capital budget, capital expenditure, AFE or transactions capital commitment relating to any Asset involving a single expenditure in excess of One Hundred Thousand and No/100 US Dollars (US$100,000.00) or aggregate expenditures in excess of Two Million and No/100 US Dollars (US$2,000,000.00), and Seller shall carry on its activities in relation to the Assets which (i) individually involve a fair market value of less than Fifty Thousand United States dollars ($50,000.00), and (ii) are entered into in the ordinary course of business consistent with past practices. If Closing occurs, Seller shall not be obligated for any such expenditures between the execution of this Agreement or subsequent to the Effective Date, whichever is the earlier and the Closing. In the event that an a capital expenditure in excess of the limits above for purposes other than day-to-day operations is proposed or contemplated, Seller shall submit such proposal and authority for expenditure, together with all supporting backup information, to Buyer for concurrence. Buyer will assume the risk of any consequences which that arise as a result of Buyer's ’s failure or refusal to approve and pay such expenditure. Additionally, after the signing of this Agreement and prior to Closing, Seller shall have the right to make any changes, repairs or modifications, or incur any expenditures necessary relative to the premises to prevent or react to an emergency or environmental incident. With regard to the preceding sentence, Seller shall attempt to secure 24 Buyer's ’s consent prior to any such expenditure or action, ; however, Seller shall have the right to effect such expenditure or action with or without such approval, acting as would any prudent operator under similar circumstances. Unless Buyer and Seller otherwise agree, Seller shall not materially alter the Assets (other than the use of supplies and consumables) or remove any improvements, equipment or property which comprise the Assets (other than the use of supplies and consumables). If because of legally binding agreements which existed prior to the date of this Agreement, Seller, after the date of this Agreement, but prior to Closing, acquires assets related to the Assets or otherwise improves the Assets, the Purchase Price shall be increased by an amount equal to the consideration to be paid by Seller for such acquisition or improvement of the Assets, and the acquired asset or improvement shall be transferred hereunder. Seller shall promptly notify Buyer of any material matter affecting the Assets known to Seller which arises from the date of this Agreement to the date of Closing. In the event that any expense incurred by Seller pursuant to this Section involves the payment for work performed by an affiliate of Seller, the expenses to be paid to such affiliate shall be limited to the amount that would have been charged by an unaffiliated third party performing work for a like or similar service.

Operations Prior to Closing. After the date of this Agreement and prior to the Closing, Seller, in its sole discretion, Seller shall use and maintain the Assets in substantially the same manner in which they have been used and maintained prior to this Agreement. Unless Seller and Buyer otherwise agree, Seller shall only not enter into agreements any agreement or transactions transaction in relation to the Assets which (i) individually involve a fair market value of less than Fifty Thousand United States dollars ($50,000.00), and (ii) except such as are entered into in the ordinary course of business consistent with past practices. Seller shall not be obligated for any expenditures for purposes other than normal day-to-day operations between the execution of this Agreement or the Effective Date, whichever is the earlier and the ClosingClosing thereon. In the event that an expenditure for other purposes other than day-to-day operations is proposed proposed, contemplated, or contemplatednecessary to maintain a property included in the Assets in the condition such property is as of the date of this Agreement, Seller shall submit elect (a) to make such proposal expenditure to Buyer for concurrence. Buyer will assume maintain such property in such condition, (b) to delete the risk of any consequences which arise as a result of property from the sale and to reduce the Purchase Price by the amount allocated to such property on Exhibit C, or (c) to cancel the sale and refund Buyer's failure or refusal to approve and pay such expenditure$500,000.00 deposit amount without interest. Additionally, after the signing of this Agreement and prior to Closing, Seller shall have the right to make any changes, repairs or modifications, or incur any expenditures necessary relative to the premises to prevent or react to an emergency or environmental incident. With regard to Except as contemplated in the preceding sentence, Seller shall attempt to secure 24 Buyer's consent prior to any such expenditure sentence or action, however, Seller shall have the right to effect such expenditure or action with or without such approval, acting as would any prudent operator under similar circumstances. Unless unless Buyer and Seller otherwise agree, Seller shall not materially alter the Assets (other than the use of supplies and consumables) or remove any improvements, equipment or property which comprise the Assets (other than the use of supplies and consumables). If because ) with the exception of legally binding agreements which existed prior individual Assets (i) involving a fair market value of less than Two Thousand Dollars ($2,000.00) and (ii) sold or transferred to unaffiliated third parties or disposed of or consumed in the date ordinary course of this Agreement, Seller, after the date of this Agreement, but prior to Closing, acquires assets related to the Assets or otherwise improves the Assets, the Purchase Price shall be increased by an amount equal to the consideration to be paid by Seller for such acquisition or improvement of the Assets, and the acquired asset or improvement shall be transferred hereunderbusiness. Seller shall promptly notify Buyer of any material matter affecting the Assets known to Seller which arises from the date of this Agreement to the date of Closing.

Operations Prior to Closing. After the date of this Agreement and prior to the Closing, Seller, in its sole discretion, Seller shall use and maintain the Assets in substantially the same manner in which they have been used and maintained prior to this Agreement. Unless Seller and Buyer otherwise agree, Seller shall only enter into agreements or transactions in relation to the Assets which (i) individually involve a fair market value of less than Fifty Thousand Ten United States dollars ($50,000.0010,000.00), and (ii) are entered into in the ordinary course of business consistent with past practices. Seller shall not be obligated for any expenditures between the execution of this Agreement or the Effective Date, whichever is the earlier and the Closing. In the event that an expenditure for purposes other than day-to-day operations is proposed or contemplated, Seller shall submit such proposal to Buyer for concurrence. Buyer will assume its proportionate share of the risk of any consequences which that arise as a result of Buyer's failure or refusal to approve and pay such expenditure. Additionally, after the signing of this Agreement and prior to Closing, Seller shall have the right to make any changes, repairs or modifications, or incur any expenditures necessary relative to the premises to prevent or react to an emergency or environmental incident. With regard to the preceding sentence, Seller shall attempt to secure 24 Buyer's consent prior to any such expenditure or action, however, Seller shall have the right to effect such expenditure or action with or without such approval, acting as would any prudent operator under similar circumstances. Unless Buyer and Seller otherwise agree, Seller shall not materially alter the Assets (other than the use of supplies and consumables) or remove any improvements, equipment or property which comprise the Assets (other than the use of supplies and consumables). If because of legally binding agreements which existed prior to the date of this Agreement, Seller, after the date of this Agreement, but prior to Closing, acquires assets related to the Assets or otherwise improves the Assets, the Purchase Price shall be increased by an amount equal to the consideration to be paid by Seller for such acquisition or improvement of the Assets, and the acquired asset or improvement shall be transferred hereunder. Seller shall promptly notify Buyer of any material matter affecting the Assets known to Seller which arises from the date of this Agreement to the date of Closing.

Operations Prior to Closing. After the date of this Agreement and prior to the Closing, Seller, in its sole discretion, shall use and maintain the Assets in substantially the same manner in which they have been used and maintained prior to this Agreement. Unless unless Seller and Buyer otherwise agree, Seller shall only enter into agreements or transactions in relation to the Assets which (i) individually involve a fair market value of less than Fifty Thousand United States dollars ($50,000.00), and (ii) are entered into in the ordinary course of business consistent with past practices. Seller shall not be obligated for any expenditures between after the execution of this Agreement or the Effective Date, whichever is the earlier earlier, and shall recover any charges and expenses as part of the ClosingFinal Settlement Statement adjustments as appropriate. Such charges and expenses include, but are not limited to, those incurred pursuant to the authority for expenditures (“AFEs”) listed on Exhibit B hereto. In the event that an expenditure for purposes other than day-to-day operations or those pursuant to the AFEs is proposed or contemplated, Seller shall submit such proposal to Buyer for concurrence. Buyer will assume the risk of any consequences which arise as a result of Buyer's ’s failure or refusal to participate in or approve and pay such expenditure. Additionally, after the signing of this Agreement and prior to Closing, Seller shall have the right to make any changes, repairs or modifications, or incur any expenditures deemed necessary relative to the premises by Seller to prevent or react to an emergency or environmental incident. With regard to the preceding sentence, Seller shall attempt to secure 24 Buyer's ’s consent prior to any such expenditure or action, however, Seller shall have the right to cause or effect such expenditure or action with or without such approval, acting as would any prudent operator under similar circumstances. Unless Buyer and Seller otherwise agree, Seller shall not materially alter the Assets (other than the use of supplies and consumables) or remove any improvements, equipment or property which comprise the Assets (other than the use of supplies and consumables). If because of legally binding agreements which existed prior to the date of this Agreement, Seller, after the date of this Agreement, but prior to Closing, acquires assets related to the Assets or otherwise improves the Assets, the Purchase Price shall be increased by an amount equal to the consideration to be paid by Seller for such acquisition or improvement of the Assets, and the acquired asset or improvement shall be transferred hereunder. Seller shall promptly notify Buyer of any material matter affecting the Assets known to Seller which arises from the date of this Agreement to the date of Closing.