have all proceeds received
attributable to the Assets be paid to the proper Party hereunder and to have all
expenditures to be made with respect to the Assets be made by the proper Party
hereunder.
ARTICLE XIII
OPERATION OF THE ASSETS
SECTION 13.01
OPERATIONS AFTER EFFECTIVE TIME. SELLERS AGREES, FROM AND
AFTER THE DATE HEREOF UNTIL CLOSING, EXCEPT AS EXPRESSLY CONTEMPLATED BY THIS
AGREEMENT, AS EXPRESSLY CONSENTED TO IN WRITING BY BUYER, OR IN SITUATIONS
WHEREIN EMERGENCY ACTION IS TAKEN IN THE FACE OF RISK TO LIFE, PROPERTY OR THE
ENVIRONMENT, TO:
(A)
OPERATE THE PROPERTIES IN THE USUAL, REGULAR AND ORDINARY MANNER
CONSISTENT WITH PAST PRACTICE;
(B)
MAINTAIN THE BOOKS OF ACCOUNT AND RECORDS RELATING TO THE
PROPERTIES IN THE USUAL, REGULAR AND ORDINARY MANNER, IN ACCORDANCE WITH THE
USUAL ACCOUNTING PRACTICES OF EACH SUCH PERSON;
(C)
NOT ENTER INTO A MATERIAL CONTRACT, OR MATERIALLY AMEND OR CHANGE
THE TERMS OF ANY SUCH CONTRACT THAT WOULD INVOLVE INDIVIDUAL COMMITMENTS OF MORE
THAN $25,000;
(D)
NOT PLUG OR ABANDON ANY WELL LOCATED ON THE PROPERTIES WITHOUT
BUYER'S PRIOR WRITTEN CONSENT;
(E)
NOT TRANSFER, SELL, MORTGAGE, PLEDGE OR DISPOSE OF ANY MATERIAL
PORTION OF THE PROPERTIES OTHER THAN THE SALE AND/OR DISPOSAL OF HYDROCARBONS IN
THE ORDINARY COURSE OF BUSINESS AND SALES OF EQUIPMENT THAT IS NO LONGER
NECESSARY IN THE OPERATION OF THE PROPERTIES OR FOR WHICH REPLACEMENT EQUIPMENT
HAS BEEN OBTAINED; AND
(F)
PRESERVE IN FULL FORCE AND EFFECT ALL OIL AND GAS LEASES,
OPERATING AGREEMENTS, EASEMENTS, RIGHTS-OF-WAY, PERMITS, LICENSES AND AGREEMENTS
THAT RELATE TO THE PROPERTIES.
24
(G)
SUBMIT TO BUYER FOR PRIOR WRITTEN APPROVAL, ALL REQUESTS FOR
OPERATING OR CAPITAL EXPENDITURES RELATING TO THE PROPERTIES THAT INVOLVE
INDIVIDUAL COMMITMENTS OF MORE THAN $25,000, AND
(H)
OBTAIN BUYER'S WRITTEN APPROVAL PRIOR TO VOTING UNDER ANY
OPERATING, JOINT VENTURE, PARTNERSHIP OR SIMILAR AGREEMENT.
SECTION 13.02
LIMITATIONS ON THE OPERATIONAL OBLIGATIONS AND LIABILITIES
OF SELLERS. FROM AND AFTER THE DATE OF EXECUTION OF THIS AGREEMENT AND UNTIL THE
CLOSING, AND SUBJECT TO THE PROVISIONS OF APPLICABLE OPERATING AND OTHER
AGREEMENTS, SELLERS SHALL USE ITS REASONABLE EFFORTS TO OPERATE THE ASSETS AND
USE ITS REASONABLE EFFORTS TO CAUSE ANY OTHER OPERATORS TO OPERATE AND
ADMINISTER THE ASSETS IN A 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. BUYER ACKNOWLEDGES THAT SELLERS
OWNS UNDIVIDED INTERESTS IN SOME OR ALL OF THE ASSETS, AND BUYER AGREES THAT THE
ACTS OR OMISSIONS OF THE OTHER WORKING INTEREST OWNERS SHALL NOT CONSTITUTE A
VIOLATION OF THE PROVISIONS OF THIS ARTICLE XIII, NOR SHALL ANY ACTION REQUIRED
BY A VOTE OF WORKING INTEREST OWNERS CONSTITUTE SUCH A VIOLATION SO LONG AS
SELLERS HAVE VOTED ITS INTERESTS IN A MANNER THAT COMPLIES WITH THE PROVISIONS
OF THIS ARTICLE XIII. TO THE EXTENT THAT A SELLER IS NOT THE OPERATOR OF ANY OF
THE ASSETS, THE OBLIGATIONS OF SELLERS IN THIS ARTICLE XIII SHALL BE CONSTRUED
TO