POGO, AS APPLICABLE;
(F)
COPIES OF THE REQUIRED APPROVALS AND OTHER REQUIRED
AUTHORIZATIONS;
(G)
A NOTICE TO THE ESCROW AGENT IN THE FORM PRESCRIBED BY THE ESCROW
AGREEMENT AUTHORIZING THE ESCROW AGENT TO RELEASE THE DEPOSIT (AND ANY INTEREST
EARNED THEREON LESS ANY APPLICABLE WITHHOLDING TAXES) TO VENDOR; AND
(H)
ANY OTHER DOCUMENTS REASONABLY REQUIRED TO BE DELIVERED BY
PURCHASER TO VENDOR AT CLOSING TIME PURSUANT TO THIS AGREEMENT.
8.7
DEPOSIT
The Deposit and any interest earned on the Deposit (less any applicable
withholding Taxes) shall have been paid to Vendor by the Escrow Agent.
ARTICLE 9
OTHER COVENANTS
9.1
CONDUCT OF BUSINESS PRIOR TO CLOSING
From the date of this Agreement until the Closing Time, Vendor shall cause the
Corporation and the Subsidiaries to do the following:
(A)
CONDUCT THE BUSINESS IN THE ORDINARY COURSE EXCEPT AS OTHERWISE
SPECIFICALLY CONTEMPLATED OR PERMITTED BY THIS AGREEMENT;
(B)
USE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN GOOD RELATIONS
WITH PERSONS HAVING BUSINESS RELATIONSHIPS WITH THE CORPORATION AND ANY OF THE
SUBSIDIARIES AND WITH THE EMPLOYEES; AND
(C)
COMPLY IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS
APPLICABLE TO THE CORPORATION, ANY OF THE SUBSIDIARIES AND THE ASSETS;
provided that where the Corporation or any Subsidiary is not the operator of any
Asset, Vendor shall be obligated to cause to be done only that which a prudent
non-operator would be expected to do in similar circumstances in accordance with
accepted Canadian oilfield industry practices.
9.2
NEGATIVE COVENANTS
From the date of this Agreement until the Closing Time Vendor shall not, without
the consent of Purchaser:
(A)
AMEND THE CONSTATING DOCUMENTS OR BYLAWS OF THE CORPORATION OR OF
ANY SUBSIDIARY; OR
(B)
CAUSE OR PERMIT THE CORPORATION OR ANY SUBSIDIARY TO:
(I)
ISSUE, SELL OR AGREE TO ISSUE OR SELL:
(A)
ANY SHARES OF ITS CAPITAL STOCK OR ANY OF ITS UNITS OR PARTNERSHIP
INTERESTS, AS APPLICABLE; OR
45
(B)
ANY SECURITIES CONVERTIBLE INTO, OR OPTIONS WITH RESPECT TO, OR
WARRANTS TO PURCHASE OR RIGHTS TO SUBSCRIBE FOR, ANY SHARES OF ITS CAPITAL STOCK
OR ANY OF ITS UNITS OR PARTNERSHIP INTERESTS, AS APPLICABLE;
(II)
MERGE INTO, AMALGAMATE INTO, OR WITH OR CONSOLIDATE WITH ANY
OTHER PERSON OR ACQUIRE ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OR ASSETS OF
ANY OTHER PERSON;
(III)
DECLARE, SET ASIDE, MAKE OR PAY ANY DISTRIBUTIONS OR REDEMPTIONS,
EXCEPT IN CASH;
(IV)
SELL, TRANSFER OR OTHERWISE DISPOSE OF ANY OF ITS OIL AND GAS
PROPERTIES HAVING A FAIR MARKET VALUE FOR ANY SUCH PROPERTY OF GREATER THAN
$1,000,000 OR IF THE AGGREGATE FAIR MARKET VALUES OF ANY SUCH PROPERTIES THAT
ARE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY THE CORPORATION AND THE
SUBSIDIARIES DURING THIS PERIOD WOULD EXCEED $5,000,000;
(V)
SELL, LEASE, TRANSFER OR OTHERWISE DISPOSE OF ANY ASSETS OTHER
THAN THE OIL AND GAS PROPERTIES THAT ARE REFERRED TO IN SECTION 9.2(B)(IV),
HAVING AN INDIVIDUAL OR AGGREGATE FAIR MARKET VALUE IN EXCESS OF $10,000,000
EXCEPT:
(A)
THE SALE OF PETROLEUM SUBSTANCES AND ANY ASSETS, OTHER THAN THE OIL