Common use of Disclosure; No Material Misstatements Clause in Contracts

Disclosure; No Material Misstatements. Each Credit Party has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect (other than fluctuations in crude oil and natural gas prices, or changes in the oil and gas exploration and production industry or general economic conditions in the United States that, in each case, do not materially and disproportionately affect the Credit Parties). None of the other reports, financial statements, certificates or other information furnished by or on behalf of any Credit Party to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (excluding Engineering Reports), as modified or supplemented by other information so furnished, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There are no statements or conclusions in any Engineering Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Engineering Report are necessarily based upon professional opinions, estimates and projections and that the Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. Each Credit Party has disclosed to the Administrative Agent and the Lenders all agreementsTaken as a whole, instruments and corporate or other restrictions to which it is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect (other than fluctuations in crude oil and natural gas prices, or changes in the oil and gas exploration and production industry or general economic conditions in the United States that, in each case, do not materially and disproportionately affect the Credit Parties). None none of the other reports, financial statements, certificates or other written information (other than projections) furnished by or on behalf of the Borrower or any Credit Party Subsidiary to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (excluding Engineering Reports), as modified or supplemented by other information so furnished), when furnished, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingmaterially misleading (other than omissions that pertain to matters of a general economic nature or matters of public knowledge that generally affect any of the industry segments of the Borrower or its Subsidiaries); provided that, with respect to projected financial information, prospect information, geological and geophysical data and engineering projections the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time, recognizing that there are industry-wide risks normally associated with the types of business conducted by the Borrower and its Subsidiaries. There are no statements or conclusions in any Engineering Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the Subsidiaries and production and cost estimates contained in each Engineering Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Credit Parties Borrower and the Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. Each Credit Party The Parent Group has disclosed to the Administrative Agent and all matters, except for matters that could reasonably be expected to be known already by the Lenders all agreements, instruments and corporate or other restrictions to which it is subject, and all other matters known to itLenders, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect (other than fluctuations in crude oil and natural gas prices, or changes in the oil and gas exploration and production industry or general economic conditions in the United States that, in each case, do not materially and disproportionately affect the Credit Parties)Effect. None of the other written reports, financial statements, certificates or other information written information, taken as a whole, furnished by or on behalf of any Credit Restricted Party to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (excluding Engineering Reports), as modified or supplemented by other information so furnished) (other than information of a general industry nature or constituting projections, projected financial information, forward-looking information or prospect information) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projections, projected financial information, forward-looking information or information regarding future prospects, the Borrower Parent Group represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There are no statements or conclusions in any Engineering Reserve Report which are based upon or include materially misleading information of a material fact or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Engineering Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Credit Restricted Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. Each Credit Party has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect (other than fluctuations in crude oil and natural gas prices, or changes in the oil and gas exploration and production industry or general economic conditions in the United States that, in each case, do not materially and disproportionately affect the Credit Parties). None of the other reports, financial statements, certificates or other written information (other than Reserve Reports and any information delivered in connection therewith) furnished by or on behalf of the Borrower or any Credit Party Subsidiary to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of pursuant to this Agreement or any other Loan Document or delivered by the Borrower or any Subsidiary to the Administrative Agent or any Lender hereunder or under any other Loan Document (excluding Engineering Reports), as modified or supplemented by other information so furnished, ) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingmaterially misleading on the date when furnished; provided that, that with respect to financial estimates, projected or forecasted financial information and other forward-looking information, the Borrower represents and warrants only that such information was prepared in good faith based upon assumptions believed to be reasonable at the timetime of preparation; it being understood that (a) such projections and forecasts, as to future events, are not to be viewed as facts, that actual results during the period(s) covered by any such projections or forecasts may differ significantly from the projected or forecasted results and that such differences may be material and that such projections and forecasts are not a guarantee of financial performance, and (b) no representation is made with respect to information of a general economic or general industry nature. There are no statements or conclusions in any Engineering Reserve Report or in any information delivered in connection therewith which are based upon or include materially misleading information of a material fact or fail to take into account material information regarding the material matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and its Subsidiaries and production and cost estimates contained in each Engineering Reserve Report and in other information delivered in connection therewith are necessarily based upon professional opinions, estimates and projections and that the Credit Parties do not warrant that no warranty is made with respect to such opinions, estimates and projections will ultimately prove to have been accurateprojections.

Disclosure; No Material Misstatements. Each Credit Party (a) The Borrower has disclosed or made available to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it it, or any of the other Loan Parties is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect (other than fluctuations in crude oil and natural gas prices, or changes in the oil and gas exploration and production industry or general economic conditions in the United States that, in each case, do not materially and disproportionately affect the Credit Parties)Effect. None of the other reports, financial statements, certificates or other information furnished by or on behalf of any Credit Party the Loan Parties to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (excluding Engineering Reports), as modified or supplemented by other information so furnishedfurnished (including, with respect to the Information)), when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading as of the date made or deemed made; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the timetime such financial information was prepared. There To the knowledge of the Borrower, there are no statements or conclusions in any Engineering Reserve Report delivered to the Administrative Agent which are based upon or include materially misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Loan Parties and production and cost estimates contained in each Engineering Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Credit Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. (b) As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Disclosure; No Material Misstatements. Each Credit Party has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect (other than fluctuations in crude oil and natural gas prices, or changes in the oil and gas exploration and production industry or general economic conditions in the United States that, in each case, do not materially and disproportionately affect the Credit Parties). None of the other reports, financial statements, certificates or other information furnished by or on behalf of any Credit Party to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (excluding Engineering Reserve Reports), as modified or supplemented by other information so furnished, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There are no statements or conclusions in any Engineering Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Engineering Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Disclosure; No Material Misstatements. Each Credit Party has disclosed to the Administrative Agent and the Lenders all agreementsNo report, instruments and corporate financial statement, certificate or other restrictions to which it is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect (other than fluctuations in crude oil and natural gas prices, or changes in the oil and gas exploration and production industry or general economic conditions in the United States that, in each case, do not materially and disproportionately affect the Credit Parties). None of the other reports, financial statements, certificates or other written information furnished by or on behalf of the Borrower or any Credit Party Restricted Subsidiary (other than projected financial information, pro forma financial information, Reserve Reports and information of a general economic or industry nature) to the Administrative Agent Agent, any Arranger or any Lender or any of their Affiliates in connection with the transactions contemplated hereby and the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (excluding Engineering Reports), as modified or supplemented by other information so furnished), when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements thereintherein (when taken as a whole), in the light of the circumstances under which they were made, not materially misleading; provided that, with . With respect to projected financial information, pro forma financial information and Reserve Reports, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There are no statements time of preparation and when delivered to the Administrative Agent, any Arranger or conclusions in any Engineering Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, Lenders; it being understood that such projections may vary from actual results and that such variances may be material and that, with respect to Reserve Reports, projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Engineering Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Credit Parties Borrower and the Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been be accurate.

Disclosure; No Material Misstatements. Each Credit Party of the Debtors has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it is subject, and all other matters known to itit (exclusive of the effects resulting from general industry conditions or general economic conditions), that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect (other than fluctuations in crude oil and natural gas prices, or changes in the oil and gas exploration and production industry or general economic conditions in the United States that, in each case, do not materially and disproportionately affect the Credit Parties)Effect. None of the other written reports, financial statements, certificates or other written information furnished by or on behalf of any Credit Party Debtor to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (excluding Engineering Reports), as modified or supplemented by other information so furnished, ) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial informationprojections, the Borrower represents Debtors represent only that such information was prepared in good faith based upon on assumptions believed to be reasonable at the time. There are no statements time of preparation thereof and when delivered to the Administrative Agent or conclusions in any Engineering Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, Lenders; it being understood that such projections may vary from actual results and that such variances may be material and that, with respect to Reserve Reports, projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Engineering Reserve Report are necessarily based upon professional opinions, estimates and projections and that none of the Credit Parties do not Debtors warrant that such opinions, estimates and projections will ultimately prove to have been be accurate. As of the Interim Facility Effective Date, all of the information included in the Beneficial Ownership Certification delivered by the Borrower to the Administrative Agent (or if requested by any Lender, to such Lender) is true and correct.