NOT BE UNREASONABLY WITHHELD, DELAYED OR CONDITIONED).
(E)
NOT VOLUNTARILY RELINQUISH THE COMPANY'S OR
ITS AFFILIATE'S POSITION AS OPERATOR TO ANYONE OTHER THAN BUYER WITH RESPECT TO
ANY OF THE OPERATED OIL AND GAS PROPERTIES OR VOLUNTARILY ABANDON ANY OF THE
WELLS OTHER THAN AS REQUIRED PURSUANT TO THE TERMS OF A LEASE OR BY REGULATION.
(F)
TO THE EXTENT KNOWN TO SELLER OR THE COMPANY,
PROVIDE BUYER WITH PROMPT WRITTEN NOTICE OF (I) ANY CLAIMS, DEMANDS, SUITS OR
ACTIONS MADE AGAINST SELLER WHICH MATERIALLY AFFECT THE OIL AND GAS PROPERTIES;
OR (II) ANY PROPOSAL FROM A THIRD PARTY TO ENGAGE IN ANY MATERIAL TRANSACTION
(E.G., A FARMOUT) WITH RESPECT TO THE OIL AND GAS PROPERTIES.
9.2
CONDUCT OF BUSINESS OF THE COMPANY.
(A)
ORDINARY COURSE.
DURING THE PERIOD FROM THE DATE
OF THIS AGREEMENT TO THE CLOSING DATE (EXCEPT AS OTHERWISE SPECIFICALLY
CONTEMPLATED BY THE TERMS OF THIS AGREEMENT), THE COMPANY SHALL, AND SELLER
SHALL USE BEST EFFORTS TO CAUSE THE COMPANY TO, CARRY ON ITS BUSINESSES IN THE
USUAL, REGULAR AND ORDINARY COURSE IN SUBSTANTIALLY THE SAME MANNER AS CONDUCTED
AT THE DATE HEREOF, AND, TO THE EXTENT CONSISTENT THEREWITH, USE ALL REASONABLE
EFFORTS TO PRESERVE INTACT ITS CURRENT BUSINESS ORGANIZATION, KEEP AVAILABLE THE
SERVICES OF ITS CURRENT OFFICERS AND EMPLOYEES AND PRESERVE ITS RELATIONSHIPS
WITH CUSTOMERS, VENDORS, SUPPLIERS, LICENSORS, LICENSEES, DISTRIBUTORS AND
OTHERS HAVING BUSINESS DEALINGS WITH THE COMPANY, IN EACH CASE CONSISTENT WITH
PAST PRACTICE, TO THE END THAT THEIR GOODWILL AND
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ONGOING BUSINESSES SHALL BE UNIMPAIRED TO THE FULLEST EXTENT POSSIBLE AT THE
CLOSING DATE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR THE
REQUIREMENTS OR RESTRICTIONS SET FORTH IN SECTION 9.1, PRIOR TO THE CLOSING DATE
THE COMPANY WILL NOT, AND SELLER WILL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF
BUYER, PERMIT OR ALLOW THE COMPANY TO:
(I)
PURCHASE, REDEEM OR OTHERWISE ACQUIRE OR DIVEST ANY
MEMBERSHIP INTERESTS OR OTHER SECURITIES OF THE COMPANY OR ANY RIGHTS, WARRANTS
OR OPTIONS TO ACQUIRE ANY SUCH INTERESTS OR OTHER SECURITIES;
(II)
ISSUE, DELIVER, SELL, PLEDGE, DISPOSE OF OR OTHERWISE
ENCUMBER ANY OF ITS EQUITY SECURITIES OR ANY SECURITIES CONVERTIBLE INTO, OR ANY
RIGHTS, WARRANTS OR OPTIONS TO ACQUIRE, ANY SUCH EQUITY SECURITIES;
(III)
AMEND THE COMPANY'S ORGANIZATIONAL DOCUMENTS;
(IV)
ACQUIRE OR AGREE TO ACQUIRE (A) BY MERGING OR CONSOLIDATING
WITH, OR BY PURCHASING A SUBSTANTIAL PORTION OF THE STOCK, OR OTHER OWNERSHIP
INTERESTS IN, OR ASSETS OF, OR BY ANY OTHER MANNER, ANY BUSINESS OR ANY
CORPORATION, PARTNERSHIP, ASSOCIATION, JOINT VENTURE, LIMITED LIABILITY COMPANY
OR OTHER ENTITY OR DIVISION THEREOF, OR (B) ANY ASSETS THAT WOULD BE MATERIAL,
INDIVIDUALLY OR IN THE AGGREGATE, TO THE COMPANY;
(V)
EXCEPT FOR PERMITTED ENCUMBRANCES, SELL, LEASE, MORTGAGE,
PLEDGE, GRANT A LIEN ON OR OTHERWISE ENCUMBER OR DISPOSE OF ANY OF ITS
PROPERTIES OR ASSETS, EXCEPT (A) THE SALE OF OIL AND GAS IN THE ORDINARY COURSE
OF BUSINESS CONSISTENT WITH PAST PRACTICE, OR (B) OTHER TRANSACTIONS INVOLVING
NOT IN EXCESS OF $50,000.00 IN THE AGGREGATE;
(VI)
(A)