Common use of Good Standing of Subsidiaries Clause in Contracts

Good Standing of Subsidiaries. Each of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Significant Subsidiary” and, and collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except for such security interests, mortgages, pledges, liens, encumbrances or claims arising under the credit agreement, dated June 1, 2006, among the Company and the lenders named therein, and except in each case where the Company purports to own less than all of such stock or where the breach of this representation would not result in a Material Adverse Effect; none of the outstanding shares of capital stock of any Subsidiary the Company’s Significant Subsidiaries was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the only subsidiaries of the Company are the Significant Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X..

Good Standing of Subsidiaries. Each "significant subsidiary" ----------------------------- of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction (including foreign jurisdictions) in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and greater than 90% of such capital stock is owned by the Company, directly or through subsidiaries, and to the extent such capital stock is owned by the Company it is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (a) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC subsidiaries listed on Schedule C hereto and Xxxx Resources Limited, LLC. The (b) certain other subsidiaries of the Company, other than the Subsidiarieswhich, considered in the aggregate as a single subsidiary, do not constitute a “"significant subsidiary” " as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each subsidiary of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company set forth on Schedule VII hereto (each a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Significant Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary. As Other than the Significant Subsidiaries, none of the date subsidiaries of this Agreementthe Company have assets that individually comprise more than ten percent (10%) of the total assets of the Company and its subsidiaries consolidated as of March 31, 2008. Except for the subsidiaries listed on Schedule VIII, the only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, other than 2007, filed with the SubsidiariesCommission on February 29, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.2008.

Good Standing of Subsidiaries. Each "significant subsidiary" of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except for directors' qualifying shares or as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except for any security interest, mortgage, pledge, lien, encumbrance, claim or equity created pursuant to the Credit Agreement (as defined in the Registration Statement) or the New Bank Credit Agreement or under any local working capital facilities or interest protection agreements secured under the New Bank Credit Agreement (the "Other Secured Agreements"); and none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (a) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC subsidiaries listed on Exhibit 21 to the Registration Statement and Xxxx Resources Limited, LLC. The (b) certain other subsidiaries of the Company, other than the Subsidiarieswhich, considered in the aggregate as a single subsidiarySubsidiary, do not constitute a “"significant subsidiary” " as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its incorporationincorporation or formation, has corporate or limited liability company power and corporate or limited liability company authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or limited liability company interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or limited liability company interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are the Subsidiariessubsidiaries listed on Schedule C hereto, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The then only Significant Subsidiaries are the subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate identified as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.such on Schedule C hereto

Good Standing of Subsidiaries. Each "significant subsidiary" of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would could not reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is upon consummation of the Separation will be, owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries upon consummation of the CompanySeparation will be (a) the subsidiaries listed on Exhibit 21 to the Registration Statement and (b) certain other subsidiaries none of which, when combined with all other than the Subsidiariessuch subsidiaries, considered in the aggregate as a single subsidiary, do not would constitute a “"significant subsidiary” " as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation or other entity in good standing under the laws of the jurisdiction of its incorporationorganization, has corporate power and authority (corporate or otherwise) to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus (except where the absence of such power or authority would not result in a Material Adverse Effect or have a material adverse effect on the ability of the Company to perform its obligations under the Agreement, the Indenture or the Securities or consummate the transactions contemplated hereby and thereby) and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock equity interests of each such Subsidiary has have been duly authorized and validly issued, is (in the case of a Subsidiary that is a corporation) fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries Subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.those listed on Schedule D hereto.

Good Standing of Subsidiaries. Each The Dime Savings Bank of Xxxxxxx Oil and Gas CorporationNew York, Xxxxxxx Programs, Inc. and Equity Oil Company FSB (each a “Subsidiary” and, collectively, the “Subsidiaries”"Bank") has been duly organized and is validly existing as a corporation federally chartered stock savings bank and is a member in good standing under the laws of the jurisdiction Federal Home Loan Bank of its incorporationNew York; the Bank's deposit accounts are insured up to applicable limits by the Savings Association Insurance Fund or the Bank Insurance Fund, each of the FDIC; and no proceeding for the termination or revocation of such insurance is pending or, to the knowledge of the Company or the Bank, threatened. The Bank and North American Mortgage Company are the only "significant subsidiaries" of the Company (as such term is defined in Rule 1- 02 of Regulation S-X) and each has corporate power and authority to own, lease and operate its properties and to conduct its business in all material respects as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary the Bank has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary the Bank was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X..

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation corporation, limited liability company, limited partnership, trust company, statutory business trust or bank in good standing under the laws of the its respective jurisdiction of its incorporation, has corporate incorporation or organization with power and authority (corporate and otherwise) to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation organization to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries Subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.Subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02(w) of Regulation S-X) (each a “Subsidiary” and, and collectively, the “Subsidiaries”) ), which includes, without limitation, the Operating Partnership, Sunstone Hotel TRS Lessee, Inc., a Delaware corporation, Sunstone 42nd Street, LLC, a Delaware limited liability company, Sunstone Sea Harbor, LLC, a Delaware limited liability company, Xxxxxxxx X0, LLC, a Delaware limited liability company, and Sunstone Downtown, LLC, a Delaware limited liability company, has been duly incorporated or organized and is validly existing as a corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation, has corporate formation with the power and authority (corporate and otherwise) to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction (which jurisdictions are set forth on Exhibit D attached hereto) in which such qualification is required, whether by reason the conduct of the its business or its ownership or leasing of property or the conduct of businessrequires such qualification, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other ownership interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, Company or the Operating Partnership directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; , none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (a) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries listed on Exhibit 21.1 to the annual report of the CompanyCompany on Form 10-K for the year ended December 31, 2008, and (b) certain other than the Subsidiariessubsidiaries which, considered in the aggregate as a single subsidiarySubsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) and Gas Corporation, Xxxxxxx ProgramsXxxxxx Pacific Services, Inc. and Equity Oil Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration StatementGeneral Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the only subsidiaries of the Company are (A) the Subsidiariessubsidiaries listed on Exhibit 21 to the Form 10-K for the year ended December 31, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC 2021 and Xxxx Resources Limited, LLC. The (B) the additional subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.listed on Schedule C hereto.

Good Standing of Subsidiaries. Each subsidiary of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) listed on Schedule D hereto has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary such subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. As of Other than the date of this Agreementsubsidiaries listed on Schedule D hereto, the only Company has no subsidiaries of which either (i) are "Significant Subsidiaries," as such term is defined under Regulation S- X under the Company 1933 Act, or (ii) are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of material to the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 's financial condition or results of Regulation S-X.operations.

Good Standing of Subsidiaries. Each "significant subsidiary" of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its incorporationformation, has corporate corporate, partnership or limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation corporation, partnership or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.listed on Schedule D hereto.

Good Standing of Subsidiaries. Each "significant subsidiary" of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly incorporated or organized and is validly existing as a corporation or a limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or membership interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or membership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of listed on Exhibit 21 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.2004.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation or a limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or membership interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or membership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of listed on Exhibit 21.1 to the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.Registration Statement

Good Standing of Subsidiaries. Each "significant subsidiary" of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except as has been made in connection with that certain Credit Facility, dated as of October 27, 1997, among the Company, American Axle & Manufacturing of Michigan, Inc., the lenders named therein, The Chase Manhattan Bank, as administrative agent and collateral agent and Chase Manhattan Bank of Delaware, as fronting agent, as amended (the "Credit Agreement"); none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries Subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.Subsidiaries listed on Schedule E hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (each as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) of the Company has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (A) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC Subsidiaries listed on Schedule D hereto and Xxxx Resources Limited, LLC. The (B) certain other subsidiaries of the Company, other than the Subsidiarieswhich, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each such “significant subsidiary” a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation corporation, limited liability company or limited partnership, in good standing under the laws of the jurisdiction of its incorporationorganization, has corporate corporate, limited liability company or other form of organization power and authority to own, lease and operate its properties and to conduct its business as presently conducted as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation corporation, limited liability company or other form of organization to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock stock, limited liability company interests or other common equity interests of each such Subsidiary has “significant subsidiary” have been duly authorized and validly issued, is are fully paid and non-assessable assessable, where applicable, and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock stock, limited liability company interests or other common equity interests of any Subsidiary such “significant subsidiary” was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of identified in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.2005.

Good Standing of Subsidiaries. Each "significant subsidiary" of Xxxxxxx Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil Company [may include additional subsidiaries if appropriate] (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (a) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC subsidiaries disclosed in the Registration Statement and Xxxx Resources Limited, LLC. The (b) certain other subsidiaries of the Company, other than the Subsidiarieswhich, considered in the aggregate as a single subsidiarySubsidiary, do not constitute a “"significant subsidiary” " as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each As of Xxxxxxx Oil the Closing Time and Gas Corporationas of the Date of Delivery, Xxxxxxx Programs, Inc. and Equity Oil each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation corporation, partnership or limited liability company in good standing under the laws of the its respective jurisdiction of its incorporationorganization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation corporation, partnership or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, as of the Closing Time and as of the Date of Delivery, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date Closing Time and as of this Agreementthe Date of Delivery, the only subsidiaries of the Company are (a) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC subsidiaries listed on Exhibit 21.1 to the Registration Statement and Xxxx Resources Limited, LLC. The (b) the subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.listed on Schedule F hereto.

Good Standing of Subsidiaries. Each "significant subsidiary" of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, as the case may be, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary owned by the Company, directly or through subsidiaries, has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of or such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (a) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC subsidiaries listed on Schedule B hereto and Xxxx Resources Limited, LLC. The (b) certain other subsidiaries of the Company, other than the Subsidiarieswhich, considered in the aggregate as a single subsidiarySubsidiary, do not constitute a “"significant subsidiary” " as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each subsidiary of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (each a “Subsidiary” and, collectively, as defined in Rule 1-02 of Regulation S-X of the “Subsidiaries”Commission) has been duly organized incorporated or formed and is validly existing as a corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporationincorporation or formation, has corporate or limited liability company, as applicable, power and authority necessary to own, lease and operate its properties and to conduct its business in all material respects as described in the Registration Statement, the General Disclosure Package or the Prospectus and is duly qualified as a foreign corporation corporation, or limited liability company, as the case may be, to transact business and is in good standing or equivalent status in each other jurisdiction (to the extent such jurisdiction recognizes the legal concept of good standing) in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all . All of the issued and outstanding capital stock or other ownership interests of each such Subsidiary has subsidiary have been duly authorized and validly issued, is are fully paid and non-assessable nonassessable and is are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbranceencumbrance or claim, claim or equity; none of except as disclosed in the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this AgreementRegistration Statement, the only subsidiaries of General Disclosure Package and the Prospectus. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company are the Subsidiariesdoes not own or control, Xxxxxxx Transpetco LPdirectly or indirectly, LLCany corporation, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, association or other entity other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.subsidiaries listed on Exhibit B hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (each as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.2017.

Good Standing of Subsidiaries. Each subsidiary of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, where such legal concepts are recognized, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable in jurisdictions where such legal concepts are recognized and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (except as set forth in the Registration Statement and except for any director or member qualifying shares); none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries Subsidiaries of the Company are the Subsidiariessubsidiaries listed on Schedule E hereto and, Xxxxxxx Transpetco LPexcept for Rayovac Europe Limited (which represents less than 15% of the assets, LLC, Xxxxxxx Transpetco GP, LLC liabilities and Xxxx Resources Limited, LLC. The subsidiaries earnings of the Company, other than ) the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “Company has no "significant subsidiary” subsidiaries" as defined in Rule Section 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity except as described in the Registration Statement, the General Disclosure Package or the Prospectus; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive pre-emptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.listed on Schedule D hereto.

Good Standing of Subsidiaries. Each The Dime Savings Bank of Xxxxxxx Oil and Gas CorporationNew ----------------------------- York, Xxxxxxx Programs, Inc. and Equity Oil Company FSB (each a “Subsidiary” and, collectively, the “Subsidiaries”"Bank") has been duly organized and is validly existing as a corporation federally chartered stock savings bank and is a member in good standing under the laws of the jurisdiction Federal Home Loan Bank of its incorporationNew York; the Bank's deposit accounts are insured up to applicable limits by the Savings Association Insurance Fund or the Bank Insurance Fund, each of the FDIC; and no proceeding for the termination or revocation of such insurance is pending or, to the knowledge of the Company or the Bank, threatened. The Bank and North American Mortgage Company are the only "significant subsidiaries", of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each has corporate power and authority to own, lease and operate its properties and to conduct its business in all material respects as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary the Bank has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary the Bank was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X..

Good Standing of Subsidiaries. Each significant subsidiary (as defined in Rule 1-02 of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil Regulation S-X) of the Company (each each, a “Significant Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation or other organization in good standing under the laws of the jurisdiction of its incorporation, formation or organization, has corporate the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or other business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in reasonably be expected to have a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. As A list of the date of this Agreement, the only all subsidiaries of the Company are is contained on Schedule C hereto. Other than the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the CompanyCompany listed on Schedule C hereto, other than the Company has no Significant Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X..

Good Standing of Subsidiaries. Each Jato Operating Corp., a Delaware corporation, Jato Operating Corp. Two, a Delaware corporation, and Jato Communications Corp. of Xxxxxxx Oil and Gas CorporationVirginia, Xxxxxxx Programs, Inc. and Equity Oil Company a Virginia corporation (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") are the only subsidiaries of the Company. Each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As Each of the date of this Agreement, Subsidiaries is listed on Exhibit 21 to the only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.Registration Statement.

Good Standing of Subsidiaries. Each subsidiary (as such ----------------------------- [and which term shall be deemed to include NTO IRE-XXXXX]) of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding sharecapital, capital stock stock, or partnership interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries Subsidiaries of the Company are (a) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC Subsidiaries listed on Exhibit 21 to the Registration Statement and Xxxx Resources Limited, LLC. The subsidiaries of the Company, (b) certain other than the SubsidiariesSubsidiaries which, considered in the aggregate as a single subsidiarySubsidiary, do not constitute a “significant subsidiary” "Significant Subsidiary" as defined in Rule 1-02 1.02 of the Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interests of each such Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this AgreementExcept as listed on Schedule 1(a)(xii) hereto, the only subsidiaries of the Company are the Subsidiariesdoes not own or control, Xxxxxxx Transpetco LPdirectly or indirectly, LLCany corporation, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, association or other entity that is or will be a Subsidiary other than the Subsidiariesentities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.2018.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as that term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation corporation, limited liability company or limited partnership, as applicable, in good standing under the laws of the jurisdiction of its incorporationformation, has corporate corporate, limited liability company or limited partnership, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation corporation, limited liability company or limited partnership, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership owning or leasing of property or the conduct of conducting business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement or Prospectus as supplemented or amended, all of the issued and outstanding capital stock or membership or partnership interests, as applicable, of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or membership or partnership units, as applicable, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder stockholder, member or partner, as applicable, of such Subsidiary. As of the date of this Agreement, the The only subsidiaries Subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of Subsidiaries listed on Exhibit 21 to the Company, other than the Subsidiaries, considered in the aggregate Registration Statement as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.it may be amended from time to time.

Good Standing of Subsidiaries. Each of Xxxxxxx Oil and Gas CorporationKeyport Life Insurance Company, Xxxxxxx ProgramsThe Colonial Group, Inc., Stein Roe & Farnharm Incorporated, Newport Pacific Management, Inc. and Equity Oil xxx Xxxxxty Asset Management Company (each each, a “"Subsidiary” " and, collectively, the “"Subsidiaries”) "), has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and is validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (a) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC subsidiaries listed on Schedule D hereto and Xxxx Resources Limited, LLC. The (b) certain other subsidiaries of the Company, other than the Subsidiarieswhich, considered in the aggregate as a single subsidiarySubsidiary, do not constitute a “"significant subsidiary” " as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each subsidiary of Xxxxxxx Oil and Gas Corporationthe Company ----------------------------- listed on Exhibit 21 to the Registration Statement (each, Xxxxxxx Programs, Inc. and Equity Oil Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation or partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, as the case may be, has corporate or partnership, as the case may be, power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectuses and is duly qualified as a foreign corporation or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such corporate Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company directly or indirectly through subsidiaries, and all of the partnership interests of the Partnership have been duly authorized and validly issued and are owned by the Company, directly or indirectly through subsidiariesXxxxxx Marketing Services, Inc., in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests, as the case may be, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (a) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC subsidiaries listed on Exhibit 21 to the Registration Statement and Xxxx Resources Limited, LLC. The (b) certain other subsidiaries of the Company, other than the Subsidiarieswhich, considered in the aggregate as a single subsidiary, do not constitute a “"significant subsidiary” " as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each "significant subsidiary" of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation corporation, partnership or limited liability company in good standing under the laws of the its respective jurisdiction of its incorporationorganization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation corporation, partnership or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (a) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC subsidiaries listed on Exhibit 21.1 to the Registration Statement and Xxxx Resources Limited, LLC. The (b) certain other subsidiaries of the Company, other than the Subsidiarieswhich, considered in the aggregate as a single subsidiarySubsidiary, do not constitute a “"significant subsidiary” " as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and Material Subsidiary is validly existing as a corporation or other entity in good standing under the laws of the jurisdiction of its incorporation, incorporation or formation (if the concept of good standing exists in such jurisdiction) and has corporate or other entity power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Registration Statement, the General Disclosure Package and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse EffectProspectus; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other equity interest of each such Material Subsidiary has been duly authorized and validly issued, is fully paid and non­assessable (except to the extent equity interests other than capital stock are not fully paid and non-assessable under applicable law) and is owned by the CompanyCompany (except for directors’ qualifying shares and shares owned by local shareholders of international Material Subsidiaries not in excess of 5% of the outstanding equity interests), directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, encumbrance or claim (except for lost shares for which loss affidavits have been or equitywill be prepared); none of the outstanding shares of capital stock of any Material Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date For purposes of this Agreement, “Material Subsidiary” excludes any joint ventures of the only Company and means the subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.listed on Schedule D to this Agreement.

Good Standing of Subsidiaries. Each "significant subsidiary" of Xxxxxxx Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil Company each of the other subsidiaries listed on Schedule C hereto (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result result, individually or in the aggregate, in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (a) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC subsidiaries listed on Schedule C hereto and Xxxx Resources Limited, LLC. The (b) certain other subsidiaries of the Company, other than the Subsidiarieswhich, considered in the aggregate as a single subsidiarySubsidiary, do not constitute a “"significant subsidiary” " as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation or other entity in good standing under the laws of the jurisdiction of its incorporationincorporation or formation, has corporate power and authority to own, lease and operate its properties and to conduct its business business, in all material respects, as described in the Prospectus and is duly qualified as a foreign corporation entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other equity interest of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (a) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC which are listed on Schedule C hereto and Xxxx Resources Limited, LLC. The (b) certain other subsidiaries of the Company, other than the Subsidiarieswhich, considered in the aggregate as a single subsidiarySubsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) and Gas Corporation, Xxxxxxx ProgramsXxxxxx Pacific Services, Inc. and Equity Oil Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration StatementGeneral Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the only subsidiaries of the Company are (A) the Subsidiariessubsidiaries listed on Exhibit 21 to the Form 10-K for the year ended December 31, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC 2012 and Xxxx Resources Limited, LLC. The (B) the additional subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.listed on Schedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) and Gas Corporation, Xxxxxxx ProgramsXxxxxx Pacific Services, Inc. and Equity Oil Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration StatementGeneral Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable non‑assessable and is owned by the Company, directly or through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (A) the Subsidiariessubsidiaries listed on Exhibit 21 to the Form 10-K for the year ended December 31, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC 2010 Statement and Xxxx Resources Limited, LLC. The (B) the additional subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.listed on Schedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) and Gas Corporation, Xxxxxxx ProgramsXxxxxx Pacific Services, Inc. and Equity Oil Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration StatementGeneral Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the only subsidiaries of the Company are (A) the Subsidiariessubsidiaries listed on Exhibit 21 to the Form 10-K for the year ended December 31, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC 2016 and Xxxx Resources Limited, LLC. The (B) the additional subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.listed on Schedule D hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (each as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (A) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of listed on Exhibit 21.1 to the Company, 's most recent Annual Report on Form 10-K filed with the Commission and (B) certain other than the Subsidiariessubsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil Company listed on Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration StatementStatement and the General Disclosure Package, all of the issued and outstanding capital stock or other equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; . Except as disclosed in the Registration Statement and the General Disclosure Package, none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are the Subsidiariessubsidiaries listed on Exhibit 21 to the Registration Statement which was filed on January 21, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of 2010 with the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.Commission.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (each as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of listed on Exhibit 21 to the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1’s annual report on Form 10-02 of Regulation S-X.K.

Good Standing of Subsidiaries. Each of Xxxxxxx Oil Swiss Subholding and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil each Xxxxxxx-Xxxxxx Group Company "significant subsidiary" (as such term is defined in Rule 1-02 of Regulation S-X) of Holding (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction U.S. state in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the CompanyCiba, directly or through subsidiaries, and upon consummation of the Merger, will be owned by MTI, directly or through subsidiaries, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity (each a "Lien") except for any Lien created pursuant to the Credit Agreement or local working capital facilities permitted by the Credit Agreement securing the indebtedness thereunder; and none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of MTI after giving effect to the Company Acquisition are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of listed on Exhibit 21 to the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.Registration Statement.

Good Standing of Subsidiaries. Each "significant subsidiary" of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing standing, would not not, individually or in the aggregate with all other such failures, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; , and none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries Subsidiaries of the Company are (1) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC Subsidiaries listed on Schedule C hereto and Xxxx Resources Limited, LLC. The subsidiaries of the Company, (2) certain other than the SubsidiariesSubsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “"significant subsidiary” " as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each subsidiary of Xxxxxxx Oil and Gas Corporationthe Company identified or listed on Exhibit 21 to the Company’s Annual Report on Form 10-K (each, Xxxxxxx Programs, Inc. and Equity Oil Company (each a “Subsidiarysubsidiary” and, collectively, the “Subsidiariessubsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration StatementGeneral Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or membership interests, as the case may be, of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable in the case of each subsidiary that is a corporation, and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, encumbrance or adverse claim or equity; none other than restrictions on transfer under applicable securities laws and those in favor of Silicon Valley Bank. None of the outstanding shares of capital stock of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (a) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of listed on Exhibit 21 to the Company, ’s Annual Report on Form 10-K incorporated by reference into the Registration Statement and (b) certain other than the Subsidiariessubsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (each as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable non‑assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (A) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and (B) certain other than the Subsidiariessubsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationorganization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and the Time of Sale Information and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would could not be reasonably expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock stock, limited liability company interest or partnership interest, as the case may be, of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the no outstanding shares of capital stock stock, limited liability company interest or partnership interest of any Significant Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary. As of the date of this Agreement, the only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries Each subsidiary of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute which is a “significant subsidiary” as defined in within the meaning of Rule 1-02 02(w) of Regulation S-X.X, is disclosed in the Registration Statement.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil Company the Parent Guarantor (as such term is defined in Rule 1-02 under the 1934 Act Regulations) (each a “Subsidiary” and, collectively, collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interests of each such Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is owned by the CompanyParent Guarantor, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this AgreementExcept as listed on Schedule 1(a)(xii) hereto, the only subsidiaries of the Company are the SubsidiariesParent Guarantor does not own or control, Xxxxxxx Transpetco LPdirectly or indirectly, LLCany corporation, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, association or other entity that is a Subsidiary other than the Subsidiariesentities listed on Exhibit 21 to the Parent Guarantor’s Annual Report on Form 10-K for the year ended December 31, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.2019.

Good Standing of Subsidiaries. Each "significant subsidiary" of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil -------------------------------- the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its incorporationformation, has corporate corporate, partnership or limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation corporation, partnership or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.listed on Schedule D hereto.

Good Standing of Subsidiaries. Each significant subsidiary (as defined in Rule 1-02 of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil Regulation S-X) of the Company (each each, a “Significant Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation or other organization in good standing under the laws of the jurisdiction of its incorporation, formation or organization, has corporate the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or other business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in reasonably be expected to have a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. As A list of the date of this Agreement, the only all subsidiaries of the Company are is contained on Schedule D hereto. Other than the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the CompanyCompany listed on Schedule D hereto, other than the Company has no Significant Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X..

Good Standing of Subsidiaries. Each Material Subsidiary (as defined below) of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporationorganization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus and is duly qualified as a foreign corporation or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such Subsidiary has subsidiary that is a corporation and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityLien; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the only subsidiaries of the Company are the Subsidiariessubsidiaries listed on Exhibit B hereto, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The Exhibit B hereto accurately sets forth whether each such subsidiary is a corporation or limited liability company and the jurisdiction of organization of each such subsidiary; and any subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a Company that are “significant subsidiarysubsidiaries” as defined in by Rule 1-02 of Regulation S-X.X of the Commission are listed on Exhibit B hereto under the caption “Material Subsidiaries” (each, a “Material Subsidiary”).

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (each as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (A) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, and (B) certain other than the Subsidiariessubsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each "significant subsidiary" of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except for RPS Industries Company Limited of which the Company owns 67% of the issued and outstanding equity securities and which is not a "significant subsidiary" as defined above or except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLCsubsidiaries listed on Exhibit 21 to the Registration Statement. The subsidiaries Except for Wireless L.L.C. of which the Company owns 33% of the Company, other than the Subsidiaries, considered issued and outstanding membership interests or except as described in the aggregate as a single subsidiaryRegistration Statement, do the Company does not constitute a “significant subsidiary” as defined own or control, directly or indirectly, any interest in Rule 1-02 of Regulation S-X.any corporation, partnership, limited liability company, association or other entity.

Good Standing of Subsidiaries. Each subsidiary of Xxxxxxx Oil and Gas Corporationthe Company ----------------------------- listed on Schedule E hereto (each, Xxxxxxx Programs, Inc. and Equity Oil Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation or partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, as the case may be, has corporate or partnership, as the case may be, power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectuses and is duly qualified as a foreign corporation or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such corporate Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, Company directly or indirectly through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or other equity interests, as the case may be, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (a) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC subsidiaries listed on Schedule E hereto and Xxxx Resources Limited, LLC. The (b) certain other subsidiaries of the Company, other than the Subsidiarieswhich, considered in the aggregate as a single subsidiary, do not constitute a “"significant subsidiary” " as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each subsidiary of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company ----------------------------- listed on Exhibit 21.1 to the Registration Statement (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized organized, and is validly existing as a corporation or partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, as the case may be, has corporate requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectuses and is duly qualified as a foreign corporation or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights arising by operation of any securityholder of such Subsidiary. As law, or under the charter, by-laws or other organizational documents of the date of this Agreement, Company or any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. The only subsidiaries of the Company are (a) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC subsidiaries listed on Exhibit 21 to the Registration Statement and Xxxx Resources Limited, LLC. The (b) certain other subsidiaries of the Company, other than the Subsidiarieswhich, considered in the aggregate as a single subsidiarySubsidiary, do not constitute a “"significant subsidiary” " as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interests of each such Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this AgreementExcept as listed on Schedule 1(a)(xii) hereto, the only subsidiaries of the Company are the Subsidiariesdoes not own or control, Xxxxxxx Transpetco LPdirectly or indirectly, LLCany corporation, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, association or other entity that is or will be a Subsidiary other than the Subsidiariesentities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.2019.

Good Standing of Subsidiaries. Each subsidiary of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company ----------------------------- which is a "significant subsidiary" as defined in Regulation S-X under the 1933 Act (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement and Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, issued and is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (A) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries listed in Exhibit 21 to the Annual Report on Form 10-K of the Company, Company filed with the Commission under Section 13 of the 1934 Act and (B) certain other than the Subsidiariessubsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “"significant subsidiary” " as defined in Rule 1-02 of Regulation S-X.X under the 0000 Xxx.

Good Standing of Subsidiaries. The First National Bank of Long Island (the “Bank”) has been duly organized and is validly existing as a national association under the laws of the United States and the rules and regulations of the Office of the Comptroller of the Currency (the “OCC”). Each direct and indirect subsidiary of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (each a “Subsidiary” and, collectivelycollectively with the Bank, the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, . The only Subsidiaries of the Company are the subsidiaries listed on Schedule B hereto. Each Subsidiary has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for the Bank, which is not required to qualify to transact business in any jurisdiction, and except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X..

Good Standing of Subsidiaries. Each "significant subsidiary" of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (each as such term is defined in Rule 1-02 of Regulation S-X) (each, a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityequity other than the pledge of such shares of capital stock in each such Subsidiary pursuant to the Company's $400,000,000 credit facility with Bank One, NA, which is described in the Prospectus; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (a) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC subsidiaries listed on Schedule D hereto and Xxxx Resources Limited, LLC. The (b) certain other subsidiaries of the Company, other than the Subsidiarieswhich, considered in the aggregate as a single subsidiary, do not constitute a “"significant subsidiary” " as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 under the 1934 Act Regulations) (each a “Subsidiary” and, collectively, collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interests of each such Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this AgreementExcept as listed on Schedule 1(a)(xii) hereto, the only subsidiaries of the Company are the Subsidiariesdoes not own or control, Xxxxxxx Transpetco LPdirectly or indirectly, LLCany corporation, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, association or other entity that is or will be a Subsidiary other than the Subsidiariesentities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.2023.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interests of each such Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this AgreementExcept as listed on Schedule 1(a)(xii) hereto, the only subsidiaries of the Company are the Subsidiariesdoes not own or control, Xxxxxxx Transpetco LPdirectly or indirectly, LLCany corporation, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, association or other entity that is or will be a Subsidiary other than the Subsidiariesentities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.2013.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil Company the Parent Guarantor (as such term is defined in Rule 1-02 under the 1934 Act Regulations) (each a “Subsidiary” and, collectively, collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interests of each such Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is owned by the CompanyParent Guarantor, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this AgreementExcept as listed on Schedule 1(a)(xii) hereto, the only subsidiaries of the Company are the SubsidiariesParent Guarantor does not own or control, Xxxxxxx Transpetco LPdirectly or indirectly, LLCany corporation, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, association or other entity that is a Subsidiary other than the Subsidiariesentities listed on Exhibit 21 to the Parent Guarantor’s Annual Report on Form 10-K for the year ended December 31, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.2020.

Good Standing of Subsidiaries. Each "significant subsidiary" of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (each as such term is defined in Rule 1-02 of Regulation S-X promulgated under the 0000 Xxx) is listed in Exhibit D of this Agreement (each, a “"Subsidiary” " and, collectively, the “"Subsidiaries”") and has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed stated in the Registration StatementStatement and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and is validly issued, is fully paid and non-assessable and and, except for directors' qualifying shares, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or other similar rights of any securityholder security holder of such Subsidiary. As of the date of this Agreement, the The only other subsidiaries of the Company are the Subsidiariescertain other subsidiaries which, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, if considered in the aggregate as a single subsidiary, do would not constitute a “"significant subsidiary” " as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each subsidiary of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporationorganization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement or the Prospectus and is duly qualified as a foreign corporation or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement and the Prospectus, all of the issued and outstanding shares of capital stock of each such Subsidiary has subsidiary that is a corporation and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiaryequity (a “Lien”). As of the date of this Agreement, the The only subsidiaries of the Company are the Subsidiariessubsidiaries listed on Schedule I hereto, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC which accurately sets forth whether each such subsidiary is a corporation or limited liability company and Xxxx Resources Limited, LLC. The subsidiaries the jurisdiction of the Company, other than the Subsidiaries, considered in the aggregate as a single organization of each such subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X..

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) and Gas Corporation, Xxxxxxx ProgramsXxxxxx Pacific Services, Inc. and Equity Oil Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration StatementGeneral Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the only subsidiaries of the Company are (A) the Subsidiariessubsidiaries listed on Exhibit 21 to the Form 10-K for the year ended December 31, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC 2014 and Xxxx Resources Limited, LLC. The (B) the additional subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.listed on Schedule D hereto.

Good Standing of Subsidiaries. Each of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil Company the Subsidiaries (each a “Subsidiary” and, collectively, the “Subsidiaries”as defined below) has been duly organized and is validly existing as a corporation in good standing standing, or the equivalent thereof, under the laws of the jurisdiction of its incorporation, has all necessary corporate power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing standing, or the equivalent thereof, in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing standing, or the equivalent thereof, would not not, individually or in the aggregate, result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder shareholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute listed on Schedule D hereto (each a “significant subsidiarySubsidiary” as defined in Rule 1-02 of Regulation S-X.and, collectively, the “Subsidiaries”).

Good Standing of Subsidiaries. Each subsidiary of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”listed on Schedule B(1) hereto has been duly organized and is validly existing as a corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporationorganization, has the corporate or limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or limited liability interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or limited liability interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this AgreementThe only subsidiaries (each a "Subsidiary" and collectively, the only subsidiaries "Subsidiaries") of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLCsubsidiaries listed on Schedule B(2) to this Purchase Agreement. The subsidiaries only "significant subsidiaries" of the Company, other than the Subsidiaries, considered in the aggregate Company (as a single subsidiary, do not constitute a “significant subsidiary” as such term is defined in Rule 1-02 of Regulation S-X.X, except that each subsidiary has been compared to the Company's pro forma balance sheet as of February 28, 1999 and pro forma income statement as of August 31, 1998, as described in the Prospectus) are listed on Schedule B(1) hereto.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (each as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly incorporated, organized and or validly formed, as applicable, is validly existing as a corporation or other business entity and in good standing under the laws of the jurisdiction of its incorporation, or other organization or formation, has the corporate or other business entity power and authority to own, own or lease and operate its properties property and to conduct its business as described in each of the Registration Statement, the Prospectus and the General Disclosure Package and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason the conduct of the its business or its ownership or leasing of property or the conduct of businessrequires such qualification, except where to the extent that the failure to be so to qualify qualified or to be in good standing would not result not, singly or in the aggregate, have a Material Adverse Effect; except . Except as otherwise disclosed described in the Registration StatementStatement and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each such Significant Subsidiary has of the Company have been duly and validly authorized and validly issued, is are fully paid and non-assessable and is are owned directly or indirectly by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim equity, claims, mortgage, or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarypledge. As of the date of this AgreementDecember 31, 2023, the only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of listed on Exhibit 21.1 to the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1’s most recent Annual Report on Form 10-02 of Regulation S-X.K.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) and Gas Corporation, Xxxxxxx ProgramsXxxxxx Pacific Services, Inc. and Equity Oil Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration StatementGeneral Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or equity interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the only subsidiaries of the Company are (A) the Subsidiariessubsidiaries listed on Exhibit 21 to the Form 10-K for the year ended December 31, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC 2016 and Xxxx Resources Limited, LLC. The (B) the additional subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.listed on Schedule C hereto.

Good Standing of Subsidiaries. Each significant subsidiary (as defined in Rule 1-02 of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil Regulation S-X) of the Company (each each, a “Significant Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation or other organization in good standing under the laws of the jurisdiction of its incorporation, formation or organization, has corporate the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or other business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in reasonably be expected to have a Material Adverse Effect; except . Except as otherwise disclosed in the Registration StatementStatements, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. As A list of the date of this Agreement, the only all subsidiaries of the Company are is contained on Schedule D hereto. Other than the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the CompanyCompany listed on Schedule D hereto, other than the Company has no Significant Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X..

Good Standing of Subsidiaries. Each of Xxxxxxx Oil ________, ________ and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil Company ________ (each a “"U.S. Subsidiary” ") and ________ and ________ (each a "PRC Subsidiary" and, collectivelytogether with the U.S. Subsidiaries, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted and as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the only The Company does not have any subsidiaries of the Company which are the not Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X..

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) is identified on Schedule B hereto, has been duly organized and is validly existing as a corporation and, where applicable, in good standing under the laws of the jurisdiction of its incorporationformation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation entity to transact business and and, where applicable, is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so to qualify qualified or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding share capital stock or capital stock, as applicable, of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of share capital stock or capital stock, as applicable, of any Significant Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (a) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC subsidiaries listed on Schedule B hereto and Xxxx Resources Limited, LLC. The (b) certain other subsidiaries of the Company, other than the Subsidiarieswhich, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as such term is defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each "significant subsidiary" of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly incorporated or organized and is validly existing as a corporation or a limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or membership interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or membership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of listed on Exhibit 21.1 to the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.Registration Statement

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (each as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized incorporated or formed and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or formation, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or as would not result in a Material Adverse Effect, all of the issued and outstanding capital stock of each such Subsidiary subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiarysubsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of listed on Exhibit 21 to the Company’s annual report on Form 10-K for the year ended December 31, other than 2015, filed with the SubsidiariesCommission on March 15, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.2016.

Good Standing of Subsidiaries. Each "significant subsidiary" of Xxxxxxx Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) and Gas Corporation________, Xxxxxxx Programs, Inc. ________ and Equity Oil Company ________ (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (a) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC subsidiaries listed on Exhibit 21 to the Registration Statement and Xxxx Resources Limited, LLC. The (b) certain other subsidiaries of the Company, other than the Subsidiarieswhich, considered in the aggregate as a single subsidiarySubsidiary, do not constitute a “"significant subsidiary” " as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each direct and indirect subsidiary of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation state chartered bank, national banking association, corporation, limited liability company or other entity, as the case may be, in good standing under the laws of the jurisdiction of its incorporationorganization, has corporate requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiariesa Subsidiary, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such any Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.Subsidiaries listed on Schedule C hereto.

Good Standing of Subsidiaries. Each of Xxxxxxx Oil UTStarcom China, Ltd., UTStarcom (Hangzhou) Communications Co., Ltd. and Gas CorporationAdvanced Communication Devices Corporation (each, Xxxxxxx Programs, Inc. a "Subsidiary" and Equity Oil Company (each a “Subsidiary” and, collectively, the “"Subsidiaries”") are the only significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) of the Company, and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; with respect to each Subsidiary, none of the outstanding shares of capital stock of any the Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of the Subsidiary pursuant to the Subsidiary's charter documents or applicable law or any agreement or instrument to which the Subsidiary is a party or by which the Subsidiary is bound which has not otherwise been waived by such Subsidiary. As of the date of this Agreement, the only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.securityholder.

Good Standing of Subsidiaries. Each subsidiary of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company which is a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X under the 1933 Act (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the ML&Co. Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the ML&Co. Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, issued and is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (A) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries listed in Exhibit 21 to the Annual Report on Form 10-K of the CompanyCompany filed with the Commission under Section 13 of the 1934 Act for the fiscal year ended December 27, 1996 and (B) certain other than the Subsidiariessubsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “"significant subsidiary” " as defined in Rule 1-02 of Regulation S-X.X under the 1933 Act.

Good Standing of Subsidiaries. Each subsidiary of Xxxxxxx Oil and Gas Corporationthe Company ----------------------------- listed on Exhibit 21 to the Registration Statement (each, Xxxxxxx Programs, Inc. and Equity Oil Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation or partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, as the case may be, has corporate or partnership, as the case may be, power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectuses and is duly qualified as a foreign corporation or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such corporate Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company directly or indirectly through subsidiaries, and all of the partnership interests of the Partnership have been duly authorized and validly issued and are owned by the Company, directly or indirectly through subsidiariesXxxxxx Marketing Services, Inc., in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests, as the case may be, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (a) the Subsidiariessubsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC listed on Exhibit 21 to the Registration Statement and Xxxx Resources Limited, LLC. The (b) certain other subsidiaries of the Company, other than the Subsidiarieswhich, considered in the aggregate as a single subsidiary, do not constitute a “"significant subsidiary” " as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil Company the Parent Guarantor (as such term is defined in Rule 1-02 under the 1934 Act Regulations) (each a “Subsidiary” and, collectively, collectively the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interests of each such Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and non-assessable and is owned by the CompanyParent Guarantor, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this AgreementExcept as listed on Schedule 1(a)(xii) hereto, the only subsidiaries of the Company are the SubsidiariesParent Guarantor does not own or control, Xxxxxxx Transpetco LPdirectly or indirectly, LLCany corporation, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, association or other entity that is a Subsidiary other than the Subsidiariesentities listed on Exhibit 21 to the Parent Guarantor’s Annual Report on Form 10-K for the year ended December 31, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.2022.

Good Standing of Subsidiaries. Each "significant subsidiary" of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, as the case may be, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary owned by the Company, directly or through subsidiaries, has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of or such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (a) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC subsidiaries listed on Schedule C hereto and Xxxx Resources Limited, LLC. The (b) certain other subsidiaries of the Company, other than the Subsidiarieswhich, considered in the aggregate as a single subsidiarySubsidiary, do not constitute a “"significant subsidiary” " as defined in Rule 1-02 of Regulation S-X.X. 5

Good Standing of Subsidiaries. Each "significant subsidiary" of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") is set forth on Schedule B and has been duly organized and is validly existing as a corporation in good standing standing, where applicable, under the laws of the jurisdiction of its incorporation, has corporate power and authority (corporate and other) to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration StatementStatement and the Prospectus, all of the issued and outstanding shares of capital stock of each such Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (a) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC subsidiaries listed in the Registration Statement and Xxxx Resources Limited, LLC. The (b) certain other subsidiaries of the Company, other than the Subsidiarieswhich, considered in the aggregate as a single subsidiarySubsidiary, do not constitute a “"significant subsidiary” " (as defined in Rule 1-02 of Regulation S-X.X).

Good Standing of Subsidiaries. The Corporation’s only material subsidiaries are the subsidiaries listed in Schedule “A” hereto, which schedule is true, complete and accurate in all respects. Each of Xxxxxxx Oil and Gas Corporationthe Material Subsidiaries is a corporation incorporated, Xxxxxxx Programs, Inc. and Equity Oil Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation set out in Schedule “A”, is current and up-to-date with all material filings required to be made and has all requisite corporate power and authority capacity to own, lease and operate its properties and assets and to conduct its business as described in the Prospectus is now carried on by it and proposed to be carried on by it, and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, required whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be . Except as set forth in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, Schedule “A”: (i) all of the issued and outstanding shares in the capital stock of each such Subsidiary has the Material Subsidiaries owned directly or indirectly by the Corporation have been duly authorized and validly issued, is are fully paid and non-assessable and is are directly or indirectly beneficially owned by the Company, directly or through subsidiariesCorporation, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equityLiens (other than Liens pursuant to the Franco-Nevada Stream Agreement and the Revolver Facility); and (ii) none of the outstanding shares securities of capital stock of any Subsidiary was the Material Subsidiaries owned directly or indirectly by the Corporation were issued in violation of the preemptive pre-emptive or similar rights of any securityholder security holder of such Material Subsidiary. As Except as has been disclosed in the AIF, there exist no options, warrants, purchase rights, or other contracts or commitments that could require the Corporation or the Material Subsidiaries to issue, sell, transfer or otherwise dispose of any securities of the date of this Agreement, the only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.;

Good Standing of Subsidiaries. Each "significant subsidiary" of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, as the case may be, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary owned by the Company, directly or through subsidiaries, has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of or such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (a) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC subsidiaries listed on Schedule C hereto and Xxxx Resources Limited, LLC. The (b) certain other subsidiaries of the Company, other than the Subsidiarieswhich, considered in the aggregate as a single subsidiarySubsidiary, do not constitute a “"significant subsidiary” " as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation or other entity in good standing under the laws of the jurisdiction of its incorporation, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or other entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other form of ownership of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or other form of ownership of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (a) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC subsidiaries listed on Schedule F hereto and Xxxx Resources Limited, LLC. The (b) certain other subsidiaries of the Company, other than the Subsidiarieswhich, considered in the aggregate as a single subsidiarySubsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each subsidiary of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so to qualify qualified or to be in good standing would not reasonably be expect to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable (except for directors’ qualifying shares, where applicable) and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such SubsidiarySubsidiary arising by operation of law, under the organizational documents of such Subsidiary or under any agreement to which such Subsidiary is a party or by which it is bound. As of the date of this Agreement, the The only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of Subsidiaries listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.2004 or on Exhibit G hereto.

Good Standing of Subsidiaries. Each of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the subsidiaries of the Company (each a “"Subsidiary” and, collectively, the “Subsidiaries”") has been duly organized and is validly existing as a corporation corporation, limited liability company or limited partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation corporation, limited liability company or limited partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock stock, membership interests or partnership interests, as the case may be, of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; except as described in the Prospectus, none of the outstanding shares of capital stock stock, membership interests or partnership interests, as the case may be, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such SubsidiarySubsidiary or under any agreement to which the Company or any Subsidiary is a party. As of the date of this Agreement, the The only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.listed on Schedule D hereto.

Good Standing of Subsidiaries. Each of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) Subsidiaries is identified in Schedule C to this Agreement. Each Subsidiary has been duly organized and is validly existing as a corporation business entity (corporate or otherwise) in good standing under the laws of the jurisdiction of its incorporationorganization, has corporate all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Qualification Statement, Preliminary Offering Circular, and Offering Circular, and is duly qualified as a foreign corporation business entity (corporate or otherwise) to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all Change. All of the issued and outstanding capital stock equity interests of each such Subsidiary has been duly authorized and validly issued, is and are fully paid and non-assessable assessable; except as otherwise disclosed in the Qualification Statement, Preliminary Offering Circular, and is Offering Circular, all such equity interests are or will be immediately after the time of the First Closing Date wholly owned by the Company, directly or through subsidiariesits Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; , except for the mortgage on its building in Winter Park, and none of the outstanding shares of capital stock equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. As of the date of this Agreement, the only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X..

Good Standing of Subsidiaries. Each "subsidiary" of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company listed on Schedule D hereto (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized incorporated and is validly existing as a corporation in good standing (to the extent that good standing is a concept recognized by such jurisdiction) under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing (to the extent that good standing is a concept recognized by such jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As The total assets and revenues of the date of this AgreementCompany's subsidiaries other than the Subsidiaries listed on Schedule D hereto, in the only subsidiaries aggregate comprised less than 10% of the Company are the Subsidiariestotal consolidated assets and revenue, Xxxxxxx Transpetco LPrespectively, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than at and for the Subsidiariesyear ended December 31, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.1995.

Good Standing of Subsidiaries. Each "significant subsidiary" of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Significant Subsidiary” " and, collectively, the “"Significant Subsidiaries”") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement (including the documents incorporated by reference therein), all of the issued and outstanding capital stock of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and, other than the capital stock of Taisil and MEMC Kulim Electronic Materials, Sdn. Bhd., is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except for the security interests in such capital stock granted to certain lenders, noteholders and guarantors as described in the Prospectus; none of the outstanding shares of capital stock of any Significant Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are the subsidiaries listed on Schedule 4 hereto (each a "Subsidiary" and, collectively, the "Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.").

Good Standing of Subsidiaries. Each of Xxxxxxx Oil and Gas Wessex, Wessex Water Services Ltd, SC Technology AG, Azurix Europe Ltd, Philxx Utilities Management Corporation, Xxxxxxx ProgramsCDM Philxx, Inc. Xxc. and Equity Oil each of any other subsidiaries of the Company that constitutes a "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized incorporated and is validly existing as a corporation corporation, limited company, or other business entity, as the case may be, in good standing standing, where applicable, under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectuses and is duly qualified as a foreign corporation corporation, limited company or other business entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of Exhibit 21 to the date of this Agreement, Registration Statement lists all the only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.required to be so listed.

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation or a limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or membership interests of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or membership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.2004.

Good Standing of Subsidiaries. Each of Xxxxxxx Oil ________, ________ and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil Company ________ (each a “"U.S. Subsidiary” ") and ________ and ________ (each a "PRC Subsidiary" and, collectivelytogether with the U.S. Subsidiaries, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted and as described in the Prospectus Prospectuses and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatements, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the only The Company does not have any subsidiaries of the Company which are the not Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X..

Good Standing of Subsidiaries. Each "significant subsidiary" of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the 1933 Act) (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except as has been made in connection with that certain Credit Facility, dated as of October 27, 1997, among the Company, American Axle & Manufacturing of Michigan, Inc., the lenders named therein, The Chase Manhattan Bank, as administrative agent and collateral agent and Chase Manhattan Bank of Delaware, as fronting agent, as amended (the "Credit Agreement"); none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries Subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.Subsidiaries listed on Schedule B hereto.

Good Standing of Subsidiaries. Each subsidiary of Xxxxxxx Oil and Gas Corporationthe Company ----------------------------- listed on Schedule E hereto (each, Xxxxxxx Programs, Inc. and Equity Oil Company (each a “"Subsidiary” " and, collectively, the “"Subsidiaries”") has been duly organized and is validly existing as a corporation or partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, as the case may be, has corporate or partnership, as the case may be, power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Prospectuses and is duly qualified as a foreign corporation or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such corporate Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, Company directly or indirectly through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or other equity interests, as the case may be, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are (a) the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC subsidiaries listed on Schedule E hereto and Xxxx Resources Limited, LLC. The (b) certain other - - subsidiaries of the Company, other than the Subsidiarieswhich, considered in the aggregate as a single subsidiary, do not constitute a “"significant subsidiary” " as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. Each The Dime Savings Bank of Xxxxxxx Oil and Gas CorporationNew York, Xxxxxxx Programs, Inc. and Equity Oil Company FSB (each a “Subsidiary” and, collectively, the “Subsidiaries”"Bank") has been duly organized and is validly existing as a corporation federally chartered stock savings bank and is a member in good standing under the laws of the jurisdiction Federal Home Loan Bank of its incorporationNew York; the Bank's deposit accounts are insured up to applicable limits by the Savings Association Insurance Fund or the Bank Insurance Fund, each of the FDIC; and no proceeding for the termination or revocation of such insurance is pending or, to the knowledge of the Company or the Bank, threatened. The Bank and North American Mortgage Company are the only "significant subsidiaries" of the Company (as such term is defined in Rule 1-02 of the Regulation S-X) and each has corporate power and authority to own, lease and operate its properties and to conduct its business in all material respects as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock of each such Subsidiary the Bank has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary the Bank was issued in violation of the preemptive or similar rights of any securityholder security holder of such Subsidiary. As of the date of this Agreement, the only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X..

Good Standing of Subsidiaries. Each “significant subsidiary” of Xxxxxxx Oil and Gas Corporation, Xxxxxxx Programs, Inc. and Equity Oil the Company (each as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationincorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries of the Company are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.2016.

Good Standing of Subsidiaries. Each subsidiary of Xxxxxxx Oil and Gas Corporationthe Company listed on Schedule E hereto (each, Xxxxxxx Programs, Inc. and Equity Oil Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) ), which Schedule E represents all of the direct and indirect subsidiaries of the Company, has been duly organized incorporated or organized, as applicable, and is validly existing as a corporation and in good standing (to the extent this concept applies) or other equivalent local law status (if any), as applicable, under the laws of the jurisdiction of its incorporationincorporation or organization, has requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as now conducted and as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing (to the extent this concept applies) or other equivalent local law status (if any), as applicable, in each jurisdiction in which such qualification is required, whether by reason of where the ownership or leasing of property its properties or the conduct of businessbusiness requires such qualification, except where the failure so to qualify or to be so qualified or in good standing standing, or other equivalent local law status (if any), as applicable, would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock shares of each such Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable and is are owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none . None of the outstanding shares of capital stock of any Subsidiary was were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. As of the date of this Agreement, the The only subsidiaries Subsidiaries of the Company as of the completion of the offering are the Subsidiaries, Xxxxxxx Transpetco LP, LLC, Xxxxxxx Transpetco GP, LLC and Xxxx Resources Limited, LLC. The subsidiaries of the Company, other than the Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.Subsidiaries listed on Schedule E.