Common use of Material Contracts and Commitments Clause in Contracts

Material Contracts and Commitments. (a) Except as set forth in Section 3.9 of the Disclosure Letter and except for the Pioneer Purchase Agreement and the agreements relating to the Grand Gulf Transactions, Seller and its Subsidiaries have no (i) employment or consulting contracts involving annual payments by Seller or its Subsidiaries in excess of $100,000 and not cancelable without liability on sixty days' notice or less; (ii) capital redemption or purchase agreements; (iii) agreements providing for the indemnification of other parties for such parties' negligence or other fault (except for such obligations incurred in the ordinary course of business as an operator of oil and gas properties, including obligations under master service agreements, drilling contracts and similar agreements) or the sharing of the tax liability of other parties; (iv) collective bargaining agreements; (v) any gas sales or purchase contract, gas marketing agreement or transportation agreement under which Seller or its Subsidiaries is the seller, which contract or agreement is for a term of greater than one year and provides for a fixed price; (vi) any agreement for capital expenditures, the acquisition of commodities, equipment or material or the construction of fixed assets which requires aggregate future payments by Seller or its Subsidiaries in excess of $250,000; (vii) any agreement for, or that contemplates, the sale of any interest in oil or gas leases which involves payment (including property received in exchange or other non-cash consideration) to Seller or its Subsidiaries in excess of $500,000; (viii) any agreement which requires future payments by Seller or its Subsidiaries in excess of $500,000 which is not otherwise specifically disclosed herein; (ix) agreements containing covenants limiting or restricting the freedom of Seller or its Subsidiaries to compete in any line of business or territory or with any person or entity; (x) area of mutual interest agreements binding Seller or its Subsidiaries, (xi) futures, hedge, swaps, collars, puts, calls, floors, caps, options or other contracts that are intended to benefit from or reduce or eliminate the risk of fluctuations in the price of commodities, including hydrocarbons, or (xii) indentures, mortgages, promissory notes, loan agreements, guaranties or other agreements or commitments for the borrowing of money or any related security agreements (other than relating to the Indebtedness described on Section 3.7 of the Disclosure Letter) (collectively, "Material Contracts"). Except as set forth in Section 3.9 of the Disclosure Letter hereof or as specifically disclosed in the Pioneer Purchase Agreement, Seller has no knowledge of any agreements of the types described in subsections (i)-(xii) above that will be applicable to Seller or its Affiliates upon the consummation of the Pioneer Transactions. None of the Material Contracts have been amended or modified except as set forth in Section 3.9 of the Disclosure Letter.

Material Contracts and Commitments. (a) Except as set forth in Section 3.9 4.12 of the JEDI I Partnership Disclosure Letter and except for the Pioneer Purchase Agreement and the agreements relating to the Grand Gulf TransactionsLetter, Seller and its Subsidiaries have JEDI I Partnership has no (i) employment agreements included in or consulting contracts involving annual payments by Seller or its Subsidiaries in excess of $100,000 and not cancelable without liability on sixty days' notice or less; (ii) capital redemption or purchase agreements; (iii) agreements encumbering the JEDI I Properties providing for the indemnification of other parties for such parties' negligence or other fault (except for such obligations incurred in the ordinary course of business as an owner or operator of oil and gas properties, including obligations under master service agreements, drilling contracts and similar agreements) or the sharing of the tax liability of other parties; (ivii) collective bargaining agreements; (v) any gas sales or purchase contract, gas marketing agreement or transportation agreement under which Seller included in or its Subsidiaries is encumbering the sellerJEDI I Properties, which contract or agreement is for a term of greater than one year and provides for a fixed price; (viiii) any agreement for capital expenditures, the acquisition of commodities, equipment or material or the construction of fixed assets with respect to the JEDI I Properties which requires aggregate future payments by Seller or its Subsidiaries JEDI I Partnership in excess of $250,00050,000; (viiiv) any agreement for, included in or encumbering the JEDI I Properties or that contemplates, the sale of any interest in oil or gas leases included in the JEDI I Properties which involves payment (including property received in exchange or other non-cash consideration) to Seller or its Subsidiaries JEDI I Partnership in excess of $500,00050,000; (viiiv) any agreement included in or encumbering the JEDI I Properties which requires future payments by Seller or its Subsidiaries JEDI I Partnership in excess of $500,000 50,000 which is not otherwise specifically disclosed herein; (ix) agreements containing covenants limiting or restricting the freedom of Seller or its Subsidiaries to compete in any line of business or territory or with any person or entity; (xvi) area of mutual interest agreements binding Seller or its Subsidiaries, the JEDI I Properties; and (xivii) futures, hedge, swaps, collars, puts, calls, floors, caps, options or other contracts included in or encumbering the JEDI I Properties that are intended to benefit from or reduce or eliminate the risk of fluctuations in the price of commodities, including hydrocarbons, or (xii) indentures, mortgages, promissory notes, loan agreements, guaranties or other agreements or commitments for the borrowing of money or any related security agreements (other than relating to the Indebtedness described on Section 3.7 of the Disclosure Letter) that are not terminated at Closing (collectively, "JEDI I Material Contracts"). Except as set forth in Section 3.9 of the Disclosure Letter hereof or as specifically disclosed in the Pioneer Purchase Agreement, Seller has no knowledge of any agreements of the types described in subsections (i)-(xii) above that will be applicable to Seller or its Affiliates upon the consummation of the Pioneer Transactions. None of the JEDI I Material Contracts have been amended or modified except as set forth in Section 3.9 4.12 of the JEDI I Partnership Disclosure LetterLetter or as would not have a JEDI I Partnership Material Adverse Effect.

Material Contracts and Commitments. (a) Except as set forth in Section 3.9 3.25 of the Sheridan Disclosure Letter and except for the Pioneer Purchase Agreement and the agreements relating to the Grand Gulf TransactionsLetter, Seller Sheridan and its Subsidiaries have no (i) employment or consulting contracts involving annual payments by Seller Sheridan or its Subsidiaries in excess of $100,000 and not cancelable without liability on sixty days' notice or less; (ii) capital redemption or purchase agreementsagreements other than in connection with the Series A Preferred Stock; (iii) agreements providing for the indemnification of other parties for such parties' negligence or other fault (except for such obligations incurred in the ordinary course of business as an operator of oil and gas properties, including obligations under master service agreements, drilling contracts and similar agreements) or the sharing of the tax liability of other parties; (iv) collective bargaining agreements; (v) any gas sales or purchase contractcontracts, gas marketing agreement agreements or transportation agreement agreements under which Seller Sheridan or its Subsidiaries is the seller, any of which contract contracts or agreement agreements is for a term of greater than one year and provides for a fixed price; (vi) any agreement agreements for capital expenditures, the acquisition of or commodities, equipment or material or the construction of fixed assets which requires aggregate future payments by Seller Sheridan or its Subsidiaries in excess of $250,000; (vii) any agreement agreements for, or that contemplatescontemplate, the sale of any interest in oil or gas leases which involves payment (including property received in exchange or other non-cash consideration) to Seller Sheridan or its Subsidiaries in excess of $500,000; (viii) any agreement agreements which requires require future payments by Seller Sheridan or its Subsidiaries in excess of $500,000 which is not otherwise specifically disclosed herein; (ix) agreements containing covenants limiting or restricting the freedom of Seller Sheridan or its Subsidiaries to compete in any line of business or territory or with any person or entity; (x) area of mutual interest agreements binding Seller Sheridan or its Subsidiaries, (xi) futures, hedge, swaps, collars, puts, calls, floors, caps, options or other contracts that are intended to benefit from or reduce or eliminate the risk of fluctuations in the price of commodities, including hydrocarbons, hydrocarbons or (xii) indentures, mortgages, promissory notes, loan agreements, guaranties or other agreements or commitments for the borrowing of money or any related security agreements (other than relating to the Sheridan Senior Credit Facility or the Indebtedness described on in Section 3.7 of the Sheridan Disclosure Letter) (collectively, "Sheridan Material Contracts"). Except as set forth in Section 3.9 of the Disclosure Letter hereof or as specifically disclosed in the Pioneer Purchase Agreement, Seller has no knowledge of any agreements of the types described in subsections (i)-(xii) above that will be applicable to Seller or its Affiliates upon the consummation of the Pioneer Transactions. None of the Sheridan Material Contracts have been amended or modified except as set forth in Section 3.9 3.25 of the Sheridan Disclosure Letter.Letter or as would not have a Sheridan Material Adverse Effect;

Material Contracts and Commitments. (a) Except as set forth in Section 3.9 3.25 of the Sheridan Disclosure Letter and except for the Pioneer Purchase Agreement and the agreements relating to the Grand Gulf TransactionsLetter, Seller Sheridan and its Subsidiaries have no (i) employment or consulting contracts involving annual payments by Seller Sheridan or its Subsidiaries in excess of $100,000 and not cancelable without liability on sixty days' notice or less; (ii) capital redemption or purchase agreementsagreements other than in connection with the Series A Preferred Stock; (iii) agreements providing for the indemnification of other parties for such parties' negligence or other fault (except for such obligations incurred in the ordinary course of business as an operator of oil and gas properties, including obligations under master service agreements, drilling contracts and similar agreements) or the sharing of the tax liability of other parties; (iv) collective bargaining agreements; (v) any gas sales or purchase contract, gas marketing agreement or transportation agreement under which Seller Sheridan or its Subsidiaries is the seller, which contract or agreement is for a term of greater than one year and provides for a fixed price; (vi) any agreement for capital expenditures, the acquisition of commodities, equipment or material or the construction of fixed assets which requires aggregate future payments by Seller Sheridan or its Subsidiaries in excess of $250,000; (vii) any agreement for, or that contemplates, the sale of any interest in oil or gas leases which involves payment (including property received in exchange or other non-cash consideration) to Seller Sheridan or its Subsidiaries in excess of $500,000; (viii) any agreement which requires future payments by Seller Sheridan or its Subsidiaries in excess of $500,000 which is not otherwise specifically disclosed herein; (ix) agreements containing covenants limiting or restricting the freedom of Seller Sheridan or its Subsidiaries to compete in any line of business or territory or with any person or entity; (x) area of mutual interest agreements binding Seller Sheridan or its Subsidiaries, (xi) futures, hedge, swaps, collars, puts, calls, floors, caps, options or other contracts that are intended to benefit from or reduce or eliminate the risk of fluctuations in the price of commodities, including hydrocarbons, or (xii) indentures, mortgages, promissory notes, loan agreements, guaranties or other agreements or commitments for the borrowing of money or any related security agreements (other than relating to the Sheridan Senior Credit Facility or the Indebtedness described on Section 3.7 of the Sheridan Disclosure Letter) (collectively, "Sheridan Material Contracts"). Except as set forth in Section 3.9 of the Disclosure Letter hereof or as specifically disclosed in the Pioneer Purchase Agreement, Seller has no knowledge of any agreements of the types described in subsections (i)-(xii) above that will be applicable to Seller or its Affiliates upon the consummation of the Pioneer Transactions. None of the Sheridan Material Contracts have been amended or modified except as set forth in Section 3.9 3.25 of the Sheridan Disclosure LetterLetter or as would not have a Sheridan Material Adverse Effect.

Material Contracts and Commitments. (a) Except as set forth in Section 3.9 3.25 of the Sheridan Disclosure Letter and except for the Pioneer Purchase Agreement and the agreements relating to the Grand Gulf TransactionsLetter, Seller Sheridan and its Subsidiaries have no (i) employment or consulting contracts involving annual payments by Seller Sheridan or its Subsidiaries in excess of $100,000 and not cancelable without liability on sixty days' notice or less; (ii) capital redemption or purchase agreementsagreements other than in connection with the Series A Preferred Stock; (iii) agreements providing for the indemnification of other parties for such parties' negligence or other fault (except for such obligations incurred in the ordinary course of business as an operator of oil and gas properties, including obligations under master service agreements, drilling contracts and similar agreements) or the sharing of the tax liability of other parties; (iv) collective bargaining agreements; (v) any gas sales or purchase contractcontracts, gas marketing agreement agreements or transportation agreement agreements under which Seller Sheridan or its Subsidiaries is the seller, any of which contract contracts or agreement agreements is for a term of greater than one year and provides for a fixed price; (vi) any agreement agreements for capital expenditures, the acquisition of or commodities, equipment or material or the construction of fixed assets which requires aggregate future payments by Seller Sheridan or its Subsidiaries in excess of $250,000; (vii) any agreement agreements for, or that contemplatescontemplate, the sale of any interest in oil or gas leases which involves payment (including property received in exchange or other non-cash consideration) to Seller Sheridan or its Subsidiaries in excess of $500,000; (viii) any agreement agreements which requires require future payments by Seller Sheridan or its Subsidiaries in excess of $500,000 which is not otherwise specifically disclosed herein; (ix) agreements containing covenants limiting or restricting the freedom of Seller Sheridan or its Subsidiaries to compete in any line of business or territory or with any person or entity; (x) area of mutual interest agreements binding Seller Sheridan or its Subsidiaries, (xi) futures, hedge, swaps, collars, puts, calls, floors, caps, options or other contracts that are intended to benefit from or reduce or eliminate the risk of fluctuations in the price of commodities, including hydrocarbons, hydrocarbons or (xii) indentures, mortgages, promissory notes, loan agreements, guaranties or other agreements or commitments for the borrowing of money or any related security agreements (other than relating to the Indebtedness described on Section 3.7 of the Disclosure Letter) (collectively, "Material Contracts"). Except as set forth in Section 3.9 of the Disclosure Letter hereof or as specifically disclosed in the Pioneer Purchase Agreement, Seller has no knowledge of any agreements of the types described in subsections (i)-(xii) above that will be applicable to Seller or its Affiliates upon the consummation of the Pioneer Transactions. None of the Material Contracts have been amended or modified except as set forth in Section 3.9 of the Disclosure Letter.Sheridan Senior Credit

Material Contracts and Commitments. (a) Except as set forth in Section 3.9 3.25 of the Sheridan Disclosure Letter and except for the Pioneer Purchase Agreement and the agreements relating to the Grand Gulf TransactionsLetter, Seller Sheridan and its Subsidiaries have no (i) employment or consulting contracts involving annual payments by Seller Sheridan or its Subsidiaries in excess of $100,000 and not cancelable without liability on sixty days' notice or less; (ii) capital redemption or purchase agreementsagreements other than in connection with the Series A Preferred Stock; (iii) agreements providing for the indemnification of other parties for such parties' negligence or other fault (except for such obligations incurred in the ordinary course of business as an operator of oil and gas properties, including obligations under master service agreements, drilling contracts and similar agreements) or the sharing of the tax liability of other parties; (iv) collective bargaining agreements; (v) any gas sales or purchase contract, gas marketing agreement or transportation agreement under which Seller Sheridan or its Subsidiaries is the seller, which contract or agreement is for a term of greater than one year and provides for a fixed price; (vi) any agreement for capital expenditures, the acquisition of commodities, equipment or material or the construction of fixed assets which requires aggregate future payments by Seller Sheridan or its Subsidiaries in excess of $250,000; (vii) any agreement for, or that contemplates, the sale of any interest in oil or gas leases which involves payment (including property received in exchange or other non-cash consideration) to Seller Sheridan or its Subsidiaries in excess of $500,000; (viii) any agreement which requires future payments by Seller Sheridan or its Subsidiaries in excess of $500,000 which is not otherwise specifically disclosed herein; (ix) agreements containing covenants limiting or restricting the freedom of Seller Sheridan or its Subsidiaries to compete in any line of business or territory or with any person or entity; (x) area of mutual interest agreements binding Seller or its Subsidiaries, (xi) futures, hedge, swaps, collars, puts, calls, floors, caps, options or other contracts that are intended to benefit from or reduce or eliminate the risk of fluctuations in the price of commodities, including hydrocarbons, or (xii) indentures, mortgages, promissory notes, loan agreements, guaranties or other agreements or commitments for the borrowing of money or any related security agreements (other than relating to the Indebtedness described on Section 3.7 of the Disclosure Letter) (collectively, "Material Contracts"). Except as set forth in Section 3.9 of the Disclosure Letter hereof or as specifically disclosed in the Pioneer Purchase Agreement, Seller has no knowledge of any agreements of the types described in subsections (i)-(xii) above that will be applicable to Seller or its Affiliates upon the consummation of the Pioneer Transactions. None of the Material Contracts have been amended or modified except as set forth in Section 3.9 of the Disclosure Letter.Sheridan or

Material Contracts and Commitments. (a) Except as set forth in Section 3.9 of the Disclosure Letter Material Contracts and except for the Pioneer Purchase Agreement and the agreements relating to the Grand Gulf Transactions, Seller and its Subsidiaries have no (i) employment or consulting contracts involving annual payments by Seller or its Subsidiaries in excess of $100,000 and not cancelable without liability on sixty days' notice or less; (ii) capital redemption or purchase agreements; (iii) agreements providing for the indemnification of other parties for such parties' negligence or other fault (except for such obligations incurred in the ordinary course of business as an operator of oil and gas properties, including obligations under master service agreements, drilling contracts and similar agreements) or the sharing of the tax liability of other parties; (iv) collective bargaining agreements; (v) any gas sales or purchase contract, gas marketing agreement or transportation agreement under which Seller or its Subsidiaries is the seller, which contract or agreement is for a term of greater than one year and provides for a fixed price; (vi) any agreement for capital expenditures, the acquisition of commodities, equipment or material or the construction of fixed assets which requires aggregate future payments by Seller or its Subsidiaries in excess of $250,000; (vii) any agreement for, or that contemplates, the sale of any interest in oil or gas leases which involves payment (including property received in exchange or other non-cash consideration) to Seller or its Subsidiaries in excess of $500,000; (viii) any agreement which requires future payments by Seller or its Subsidiaries in excess of $500,000 which is not otherwise specifically disclosed herein; (ix) agreements containing covenants limiting or restricting the freedom of Seller or its Subsidiaries to compete in any line of business or territory or with any person or entity; (x) area of mutual interest agreements binding Seller or its Subsidiaries, (xi) futures, hedge, swaps, collars, puts, calls, floors, caps, options or other contracts that are intended to benefit from or reduce or eliminate the risk of fluctuations in the price of commodities, including hydrocarbons, or (xii) indentures, mortgages, promissory notes, loan agreements, guaranties or other agreements or commitments for the borrowing of money or any related security agreements (other than relating to the Indebtedness described on Section 3.7 of the Disclosure Letter) (collectively, "Material Contracts")Commitments. Except as set forth in Section 3.9 SCHEDULE 3.22, neither the Company nor the Subsidiary has entered into, nor is the capital stock, the assets or the business of the Disclosure Letter hereof Company or the Subsidiary bound by, whether or not in writing, any deed of trust securing a lien in any real property owned by the Company or the Subsidiary; security agreement granting a security interest in connection with the Company's or the Subsidiary's incurrence of indebtedness for borrowed money; guaranty or suretyship agreement or performance bond, in each case involving a contingent obligation of the Company or the Subsidiary in excess of $100,000; consulting or compensation agreement or similar arrangement that is not an Employment Agreement and that involves compensation payable by the Company or the Subsidiary in excess of $100,000 annually or an agreement relating to the election or retention in office of any director or officer; debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money; money lent or to be lent by the Company or the Subsidiary to another in an amount in excess of $10,000; lease of real property, whether as specifically disclosed lessor, lessee, sublessor or sublessee (excluding the real estate leases set forth on SCHEDULE 3.12); lease of personal property, whether as lessor, lessee, sublessor or sublessee involving lease payments in an annual amount in excess of $50,000; any agreement for the acquisition of services, supplies, equipment or other personal property (excluding leases of real or personal property) and involving more than $100,000 in the Pioneer Purchase Agreementaggregate; contracts containing noncompetition covenants restricting the Company's or the Subsidiary's ability to compete in the Telecommunications Business (as hereinafter defined); agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company or the Subsidiary of a particular product or service; or agreement or commitment a copy of which would be required to be filed with the Securities and Exchange Commission (the "COMMISSION") as an exhibit to a registration statement on Form S-1, Seller has no or a successor form, pursuant to Paragraph 10 of Item 601 of Regulation S-K, if the Company were registering securities under the Securities Act of 1933, as amended (the "Securities Act"). All of the documents listed on SCHEDULE 3.22 hereof are hereinafter collectively referred to as the "COMMITMENTS." True, correct and complete copies of the written Commitments have heretofore been made available to Purchasers. To the knowledge of any agreements the Company, the Commitments are in full force and effect and are valid and enforceable obligations of the types parties thereto in accordance with their respective terms (except as may be limited by the laws of bankruptcy, insolvency or creditors rights generally and subject to the enforceability and availability of equitable remedies), and to the knowledge of the Company, no defenses, off-sets or counterclaims have been asserted by any party thereto, nor has the Company or the Subsidiary waived in writing any rights thereunder, except as described in subsections (i)-(xii) above that will be applicable SCHEDULE 3.22. Neither the Company nor the Subsidiary has received written notice of any default with respect to Seller any Commitment. No Cancellation or its Affiliates upon Termination of Commitments. Neither the consummation Company nor the Subsidiary has received written notice of the Pioneer Transactions. None any plan or intention of the Material Contracts have been amended any other party to any Commitment to exercise any right to cancel or modified except as set forth in Section 3.9 of the Disclosure Letterterminate any Commitment.