Operations and Properties Borrower shall, and shall cause each of its Subsidiaries to, act prudently and in accordance with customary industry standards in managing or operating its assets, properties, business and investments. Borrower shall, and shall cause each of its Subsidiaries to, keep in good working order and condition, ordinary wear and tear excepted, all of its assets and properties which are necessary to the conduct of its business.
Oil and Gas Properties The Borrower will and will cause each Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. The Borrower will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect to its Oil and Gas Properties and other material Properties and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Sections 9.16 and 9.
Partnership Property All property, real, personal, tangible, intangible, or mixed, acquired by or contributed to the Partnership shall be owned by the Partnership and titled in its name and such property shall not be owned individually by any Partner. Each Partner acknowledges and agrees that the System and all elements thereof, are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Proprietary Marks are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Partnership shall not acquire or own any land or buildings. Any land or buildings used in the Partnership business shall be acquired and owned by the Company or an Affiliate of the Company and leased to the Partnership at reasonable rates and terms, and such land and buildings shall not be Partnership property.
Operating Leases Incur any obligation to pay rent under an operating lease in any Fiscal Year if to do so would result in the aggregate obligation of Borrower and its Subsidiaries to pay rent under all operating leases in that Fiscal Year to exceed $4,000,000.
Real Properties The Company does not have an interest in any real property, except for the Leases (as defined below).
Maintain Properties Maintain all properties necessary to its operations in good working order and condition, make all needed repairs, replacements and renewals to such properties, and maintain free from Liens all trademarks, trade names, patents, copyrights, trade secrets, know-how, and other intellectual property and proprietary information (or adequate licenses thereto), in each case as are reasonably necessary to conduct its business as currently conducted or as contemplated hereby, all in accordance with customary and prudent business practices.
Notice of Sales of Oil and Gas Properties In the event the Borrower or any Subsidiary intends to sell, transfer, assign or otherwise dispose of any Oil or Gas Properties or any Equity Interests in any Subsidiary in accordance with Section 9.12, prior written notice of such disposition, the price thereof and the anticipated date of closing and any other details thereof requested by the Administrative Agent or any Lender.
Real Estate Leases (a) Neither BGH Holdings nor BRH Holdings leases any real estate. Seller does not own or lease any real estate used in connection with the businesses of BGH Holdings, BRH Holdings, or the Companies. (b) Schedule 4.16 sets forth a list of all of the leases or rights of occupancy pursuant to which the Companies (or any of them) lease or sublease any real property or interest therein (collectively, the "Leases"), including the identification of each of the Lessors thereof and the street addresses of the real estate demised under any of the Leases (collectively, the "Leased Real Estate"). Except as set forth in Schedule 4.16, one or more of the Companies is the lessee under all Leases, and no party other than one or more of the Companies has any right to possession, occupancy or use of any of the Leased Real Estate. A true and correct copy of each of the Leases has been delivered to Buyer, together with all amendments and modifications thereto, and no changes, amendments or modifications have been made thereto since the date of such delivery, except as permitted by Section 3.02 (k). Each of the Leases is valid and is in full force and effect and is binding and enforceable in accordance with its terms except to the extent such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors' rights or by general equitable principles. Except as set forth in Schedule 4.16, none of the Companies is in default (after expiration of applicable cure or grace periods) under any provision of any of the Leases, the failure of which to perform would permit the lessor thereunder to terminate such Lease, and, to Seller's knowledge, no event has occurred which (with or without notice, lapse of time or both) would render any of the Companies in default under any of such provisions which default would permit the lessor thereunder to terminate such Lease. To the knowledge of Seller, BRH Holdings, BGH Holdings, or the Companies, no other party to any of the Leases is in default under any of the material commitments and obligations thereof, and no event has occurred which (with or without notice, lapse of time or both) would render any such other party in default under any of such provisions. (c) Except as set forth in Schedule 4.16, the Companies are in actual possession of the Leased Real Estate. Except as set forth in Schedule 4.16, the Companies have good and valid title to all the leasehold estates conveyed under the Leases free and clear of all Liens except for (i) (A) those provided under the relevant lease; (B) matters shown on Schedule 4.16; and (C) defects of title, conditions, easements, covenants or restrictions, if any, none of which items referred to clauses (A), (B) or (C) above is substantial in amount, and none of which, individually or in the aggregate, materially impairs or grants or evidences rights which, if exercised, would materially impair the current use of the affected property in the manner such property is currently being used by the Companies, or impairs the operations of any of the Companies; (ii) zoning or land use ordinances, none of which, to Seller's knowledge, individually or in the aggregate, materially impairs the use of the affected property in the manner such property is currently being used, or impairs the current operations of any of the Companies; and (iii) liens for taxes not yet due and payable (iv) any mortgage liens granted by any lessor under any of the Leases of the lessor's interest in the underlying real estate or the Leases. To Seller's knowledge, none of the Companies has received written notice of any violation of or non-conformity with any zoning, subdivision, wetlands or other similar law, code, rule, regulation or ordinance from any governmental authority with respect to any of the Leased Real Estate, or of any condemnation action, eminent domain proceeding or other litigation concerning any of such properties. (d) Except as set forth in Schedule 4.16, the basic rent, all additional rent and all other charges and amounts payable under the Leases have been paid to date and not more than one month in advance. All work required to be performed under the Leases by the landlords thereunder or by any of the Companies have been performed, and, to the extent that any of the Companies is responsible for payment of such work, has been fully paid for, whether directly to the contractor performing such work or to such landlord as reimbursement therefor, except for items which any of the Companies is disputing in good faith (which items are set forth in Schedule 4.16). (e) Except as set forth on Schedule 4.16, there are no brokerage commissions or finder's fees due from Seller or any of the Companies which are unpaid with regard to any of the Leases or the Leased Real Estate or which will become due at any time in the future with regard to the Leases or the Leased Real Estate. (f) Except as set forth in Schedule 4.16, there have been no casualties which are reasonably likely to result in the termination of any of the Leases or the exercise of any buy-out provision contained in any of the Leases relative to damage by casualty. (g) Except as set forth on Schedule 4.16, (i) no consent of any of the lessors under any of the Leases is required by reason of any of the transactions contemplated by this Agreement, and (ii) none of the rights of any of the Companies under any of the Leases will be impaired by the consummation of the transactions contemplated by this Agreement and all of such rights will be enforceable by the Companies after the Closing Date without the consent or agreement of any other party, including all rights to purchase any of the Leased Real Estate or to renew any of the Leases pursuant to options to purchase or renew contained in any of the Leases. Any lessor under any of the Leases whose consent or agreement is required is identified as such on Schedule 4.16.
Production Report and Lease Operating Statements Within 60 days after the end of each fiscal quarter, a report setting forth, for each calendar month during the then current fiscal year to date, the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Oil and Gas Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such calendar month.
Properties and Leases Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances, claims and defects that would affect the value thereof or interfere with the use made or to be made thereof by them. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries hold all leased real or personal property under valid and enforceable leases with no exceptions that would interfere with the use made or to be made thereof by them.
