AND GAS PROPERTIES THAT ARE REFERRED TO IN SECTION 9.2(B)(IV), IN THE ORDINARY
COURSE OF THE BUSINESS;
(B)
TO THE CORPORATION OR ANY SUBSIDIARY; OR
(C)
PURSUANT TO PERMITTED ENCUMBRANCES;
(VI)
CREATE ANY NEW ENCUMBRANCES ON THE ASSETS OTHER THAN PERMITTED
ENCUMBRANCES EXCEPT IN THE ORDINARY COURSE OF THE BUSINESS AND PURSUANT TO THE
TITLE AND OPERATING DOCUMENTS;
(VII)
EXCEPT TO THE EXTENT REQUIRED BY THE TERMS OF WRITTEN EMPLOYMENT
OR CONSULTING AGREEMENTS AS IN EFFECT ON THE DATE OF THIS AGREEMENT, OR AS
OTHERWISE EXPRESSLY CONTEMPLATED BY THE TERMS OF THIS AGREEMENT:
(A)
INCREASE THE BENEFITS PURSUANT TO BENEFIT PLANS EXCEPT IN THE
ORDINARY COURSE OF THE BUSINESS;
(B)
ENTER INTO ANY CONTRACTS OF EMPLOYMENT INVOLVING ANNUAL BASE
COMPENSATION IN EXCESS OF $200,000 (OTHER THAN THE CONTRACTS TERMINABLE BY
PURCHASER WITHOUT LIABILITY IMMEDIATELY FOLLOWING THE CLOSING); OR
(C)
INCREASE, EXCEPT CONSISTENT WITH PREVIOUS PRACTICE OF THE
CORPORATION, ANY SALARY, WAGES OR OTHER COMPENSATION PAYABLE TO EMPLOYEES BY
MORE THAN $50,000 PER EMPLOYEE OR $1,000,000 IN THE AGGREGATE FOR ALL EMPLOYEES;
(VIII)
MAKE ANY SINGLE CAPITAL EXPENDITURE IN EXCESS OF $5,000,000 OR
MAKE ANY CAPITAL EXPENDITURES IN THE AGGREGATE (INCLUDING THE VALUE OF NEW
EQUIPMENT SUBJECT TO LEASE AS SPECIFIED IN SECTION 9.2(B)(XI)) IN EXCESS OF
$25,000,000, EXCEPT IN CASE OF:
(A)
AN EMERGENCY; OR
46
(B)
AMOUNTS WHICH THE CORPORATION OR ANY SUBSIDIARY MAY BE COMMITTED
TO EXPEND AND HAS BEEN SPECIFICALLY DISCLOSED TO PURCHASER INCLUDING AS PROVIDED
IN SCHEDULE 4.15(E);
(IX)
EXCEPT AS PROVIDED IN SECTION 9.2(B)(XI), INCUR ANY INDEBTEDNESS
FOR BORROWED MONEY, OTHER THAN INDEBTEDNESS FOR BORROWED MONEY INCURRED IN THE
ORDINARY COURSE OF THE BUSINESS THAT IS PAID IN FULL BEFORE THE CLOSING;
(X)
ENTER INTO, AMEND IN ANY MATERIAL RESPECT OR TERMINATE BEFORE THE
END OF THE TERM THEREOF ANY MATERIAL CONTRACT OR ANY TITLE AND OPERATING
DOCUMENT, EXCEPT IN THE ORDINARY COURSE OF THE BUSINESS (INCLUDING PROCESSING OF
ASSIGNMENTS BY THIRD PARTIES IN THE ORDINARY COURSE OF THE BUSINESS);
(XI)
ENTER INTO ANY LEASES FOR NEW EQUIPMENT IF THE EQUIPMENT WHICH IS
THE SUBJECT MATTER OF ANY SUCH LEASE HAS A VALUE IN EXCESS OF $5,000,000;
(XII)
EXCEPT IN THE ORDINARY COURSE OF THE BUSINESS, ENTER INTO ANY
JOINT VENTURE, PARTNERSHIP OR OTHER SIMILAR ARRANGEMENT OR FORM ANY OTHER NEW
MATERIAL ARRANGEMENT FOR THE CONDUCT OF THE BUSINESS OR ACQUIRE, PURCHASE OR
LEASE ANY INTEREST IN PETROLEUM AND NATURAL GAS, REAL PROPERTY OR REAL PROPERTY
INTERESTS;
(XIII)
PURCHASE ANY SECURITIES OF ANY PERSON, EXCEPTING ANY SHARES OF
THE CORPORATION OR SHARES, UNITS OR PARTNERSHIP INTERESTS IN ANY OF THE
SUBSIDIARIES; OR
(XIV)
ENTER INTO ANY COMMITMENTS TO TAKE ANY OF THE ACTIONS PROHIBITED BY
ANY OF THE FOREGOING.
9.3
DEALINGS OR OPERATIONS REGARDING ASSETS
Except in an emergency in order to prevent loss of life, injury to persons or
damage to or loss of property and subject to Section 9.2, from the date of this
Agreement until the Closing Time Vendor shall not permit the Corporation or any
Subsidiary, without the prior written