Without limiting the generality of Section 7 Clause Samples

Without limiting the generality of Section 7. 11(a), the Credit Parties agree that the Agent's examination staff shall be permitted to conduct, at the expense of the Credit Parties, an annual field examination of the components of the Borrowing Base of such scope as shall in each instance be reasonably satisfactory the Agent.

Without limiting the generality of Section 7. 1(a) (and subject to the limitations set forth therein), during the period from the date of this Agreement to the earlier of the Completion and the date, if any, on which the Agreement is validly terminated pursuant to and in accordance with Section 9, the Company agrees to, and to cause its Subsidiaries to, subject to applicable Law including Antitrust Law, (i) reasonably assist and reasonably cooperate with Parent and its Subsidiaries (A) to facilitate the post-Completion integration of the Company Group with Parent and its Subsidiaries (including, at the request of Parent from time to time, reasonably assisting and cooperating with Parent and its Affiliates in the planning and development of a post-Completion integration plan) and (B) by making reasonably available relevant Third Party advisors and employees on a mutually convenient basis, at the reasonable request of Parent from time to time, for post-Completion Tax planning and other Tax matters related to this Agreement (including any matters described in Section 7.13 or any other planning that is aimed at preserving or obtaining a Tax basis step up in the assets of the Company and its Subsidiaries for applicable Tax purposes, it being understood and agreed that neither the Company nor any of its Subsidiaries makes any representations regarding the availability or effectiveness of such Tax planning); provided, that (1) the Company is not hereby required (before the Completion) to make any Tax elections, transfers of entities, or take any other action or step that may be requested by Parent that

Without limiting the generality of Section 7. 2(a) and except as contemplated, permitted or required by the terms of this Agreement or any Ancillary Document or as set forth on Schedule 7.2(b) of the Company Disclosure Schedules, or as required in connection with the Transactions or by applicable Law, during the Interim Period, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), none of the Company, Pubco, SPAC Merger Sub or Company Merger Sub shall: (i) amend, waive or otherwise change, in any respect, its Organizational Documents; (ii) amend, waive or otherwise change, in any respect, or terminate the Sponsor Support Agreements or the Securities Exchange Agreements; (iii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; (iv) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities; (v) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $250,000 individually or $500,000 in the aggregate, make a loan or advance to or investment in any third party (other than advancement of expenses to employees in the ordinary course of business), or guarantee or endorse any Indebtedness, Liability or obligation of any Person in excess of $250,000 individually or $500,000 in the aggregate; (vi) sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its properties, assets or rights; (vii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (viii) enter int...

Without limiting the generality of Section 7. 02(a), from and after the Closing Date, the Purchaser shall (and shall cause each of the Group Members) to reasonably cooperate with and assist, and shall cause its officers and employees (and the officers and employees of the Group Members) reasonably to cooperate with and assist; provided, however, that the Purchaser shall not be required to make any such personnel available in excess of a reasonable period of time unless the Seller and the Parent shall reimburse the Purchaser for the reasonable costs of making such personnel available, the Parent and its representatives (including, without limitation, its counsel and independent auditors), in connection with: (i) the preparation by the Parent at its sole cost and expense of the Group Members' (or any Group Member's) portion of any Federal consolidated income Tax Return, report or declaration, and of any state consolidated, combined or unitary income Tax Return, report or declaration, for any Seller Tax Period; (ii) any Tax audit, examination or proposed or final assessment or the like (including without limitation any Tax Claim) relating to the Seller, the Parent, the Group or any Group Member, and to any Seller Tax Period; (iii) the preparation of any financial statements of the Group Members (or any Group Member) for (or including) any period (or portion thereof) ending on or before the Effective Time, and to that end the Purchaser, at the sole cost and expense of the Seller (except as heretofore provided with respect to making personnel available), shall cause each Group Member to prepare for and to deliver to the Parent any financial information of the type historically prepared by any Group Member for all periods (or portions thereof) ending on or before the Effective Time and to cause the officers and employees of any Group Member to cooperate fully and assist the Parent in its review and verification of the same, at the sole cost and expense of the Parent and the Seller (except as heretofore provided with respect to making personnel available); (iv) the preparation of any statement, report, notice, response or other document for filing with the Securities and Exchange Commission, any state or foreign securities commission or authority, any other Governmental Authority or any securities exchange or market, domestic or foreign, including, without limitation, in connection with any comments, requests for information, inquiries, investigations or proceedings, formal or informal, by any of the foregoi...

Without limiting the generality of Section 7. 6(a), each Party shall (i) promptly, and in any event within ten (10) Business Days of the date of execution of this Agreement, make such filings as are required to obtain the Consents, Permits, permissions and the like set forth on Schedule 7.6(b) with respect to such Party and (ii) promptly make all such other such filings as are required to obtain any Consent, Permit, permission and the like issued, granted, given or otherwise made available by or under the authority of any Governmental Authority (including any Alcohol Beverage Authority), or pursuant to any Law (including any Alcohol Law), that Buyer reasonably determines are necessary for Buyer, Parent and/or their Affiliates to obtain prior to Closing in order to consummate the transactions contemplated by this Agreement (and, in any event, the applicable Party shall make such filing within five (5) days of Buyer’s determination that such Consent, Permit, permission or the like is necessary), provided that, prior to the Closing, Buyer shall have the right to revise Schedule 7.6(b) as Buyer reasonably determines to accommodate the desired licensing structure of Parent and its Affiliates, including with respect to transfers and assignments of Permits and the like to Affiliates of Parent. The Consents, Permits, permissions and the like contemplated by clauses (i) and (ii) of the first sentence of this Section 7.6(b) are collectively referred to herein as the “Required Consents”. Promptly after the applicable Party makes the filings for its Required Consents in accordance with the immediately previous sentence, but in no event later than five (5) Business Days thereafter, such Party shall provide the other Parties with a copy of each such filing.

Without limiting the generality of Section 7. 1(a), the Project Owner shall be permitted to amend the LOM Plan at any time and from time to time in its sole discretion, provided that it is acting in a commercially prudent manner and consistent with accepted mining practice. For the avoidance of doubt, subject to Section 7.1(a), nothing in this Agreement shall restrict or prevent the Project Owner from placing the Mine, or any portion thereof, on care and maintenance or from ceasing or suspending operations at any time and from time to time when the Project Owner determines that it is reasonable or fiscally prudent to do so (without regard to the financial impact of this Agreement).

Without limiting the generality of Section 7. 1A(a) and, except as contemplated in this Agreement or as described in Schedule 7.1A(c), or as required under applicable law or by any Governmental Authority, prior to the Auction Closing Date, without the prior written consent of Buyer, no FE Subsidiary shall as to its Purchased FE Assets: (i) Make any material change in the levels of the FE Inventories customarily maintained by such FE Subsidiary with respect to its Purchased FE Assets, other than changes which are consistent with Good Utility Practices;