Common use of Incorporation and Good Standing of the Company and the Guarantors Clause in Contracts

Incorporation and Good Standing of the Company and the Guarantors. Each of the Company and the Guarantors is duly organized, validly existing and, as applicable, in good standing under the laws of its jurisdiction of organization, having all powers required to carry on its business and enter into and carry out the transactions contemplated hereby. Each of the Company and the Guarantors is duly qualified, in good standing, and authorized to do business in all other jurisdictions within the United States wherein the character of the properties owned or held by it or the nature of the business transacted by it makes such qualification necessary, except where the failure to so qualify could not reasonably be expected to cause a Material Adverse Change. Except where the failure to take such actions and procedures could not reasonably be expected to cause a Material Adverse Change, each of the Company and the Guarantors has taken all actions and procedures customarily taken in order to enter, for the purpose of conducting business or owning property, each jurisdiction outside the United States wherein the character of the properties owned or held by it or the nature of the business transacted by it makes such actions and procedures desirable. All of the issued and outstanding capital stock or other equity or ownership interest of each Subsidiary has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Company, directly or through its subsidiaries, free and clear of any security interest, mortgage, pledge, lien, charge, encumbrance or adverse claim (“Lien”). As of the date hereof, the Company does not own or control, and as of the Closing Date, the Company will not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “Subsidiaries”) and (ii) such other entities omitted from Exhibit 21.1 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X.

Incorporation and Good Standing of the Company and the Guarantors. Each of the Company and the Guarantors has been duly incorporated or formed, as applicable, and is duly organized, validly existing andas a corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of its the jurisdiction of organizationits incorporation or formation, having all powers required as applicable, and has corporate, partnership or limited liability company, as applicable, power and authority to carry on own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and to enter into and carry out perform its obligations under each of this Agreement, the transactions contemplated herebyDTC Agreement, the Securities and the Indenture, as applicable. Each of the Company and the Guarantors is duly qualifiedqualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standingstanding or equivalent status in each jurisdiction in which such qualification is required, and authorized to do business in all other jurisdictions within the United States wherein the character whether by reason of the properties owned ownership or held by it leasing of property or the nature conduct of the business transacted by it makes such qualification necessarybusiness, except for such jurisdictions where the failure to so qualify could not reasonably or to be expected to cause in good standing would not, individually or in the aggregate, result in a Material Adverse Change. Except where the failure to take such actions and procedures could not reasonably be expected to cause a Material Adverse Change, each of the Company and the Guarantors has taken all actions and procedures customarily taken in order to enter, for the purpose of conducting business or owning property, each jurisdiction outside the United States wherein the character of the properties owned or held by it or the nature of the business transacted by it makes such actions and procedures desirable. All of the issued and outstanding capital stock or other equity or ownership interest of each Subsidiary of the Company and the Guarantors (other than the Parent Guarantor) has been duly authorized and validly issued, is fully paid and nonassessable and, in the case of the Company and the Guarantors, is owned by the CompanyParent Guarantor, directly or through its subsidiaries, free and clear of any security interest, mortgage, pledge, lien, charge, encumbrance or adverse claim (“Lien”)claim, except as disclosed in the Disclosure Package and the Prospectus. As of the date hereof, the Company The Parent Guarantor does not own or control, and as of the Closing Date, the Company will not own or control, directly or indirectly, any corporation, association or other entity that would be required to be listed in Exhibit 21 to an Annual Report on Form 10-K of the Parent Guarantor, other than (i) the subsidiaries those listed in Exhibit 21.1 to the CompanyParent Guarantor’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “Subsidiaries”) and (ii) such other entities omitted from Exhibit 21.1 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X.2022.

Incorporation and Good Standing of the Company and the Guarantors. Each of the Company and the Guarantors has been duly incorporated or formed, as applicable, and is duly organized, validly existing andas a corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of its the jurisdiction of organizationits incorporation or formation, having all powers required as applicable, and has corporate, partnership or limited liability company, as applicable, power and authority to carry on own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and carry out perform its obligations under each of this Agreement, the transactions contemplated herebyRegistration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture. Each of the Company and the Guarantors each Guarantor is duly qualifiedqualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standingstanding or equivalent status in each jurisdiction in which such qualification is required, and authorized to do business in all other jurisdictions within the United States wherein the character whether by reason of the properties owned ownership or held by it leasing of property or the nature conduct of the business transacted by it makes such qualification necessarybusiness, except for such jurisdictions where the failure to so qualify could not reasonably or to be expected to cause in good standing would not, individually or in the aggregate, result in a Material Adverse Change. Except where the failure to take such actions and procedures could not reasonably be expected to cause a Material Adverse Change, each of the Company and the Guarantors has taken all actions and procedures customarily taken in order to enter, for the purpose of conducting business or owning property, each jurisdiction outside the United States wherein the character of the properties owned or held by it or the nature of the business transacted by it makes such actions and procedures desirable. All of the issued and outstanding capital stock or other equity or ownership interest of each Subsidiary Guarantor has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Company, directly or through its subsidiaries, free and clear of any security interest, mortgage, pledge, lien, charge, encumbrance or adverse claim (“Lien”)claim, except as disclosed in the Offering Memorandum. As of the date hereof, the The Company does not own or control, and as of the Closing Date, the Company will not own or control, directly or indirectly, any corporation, association or other entity other than (i) the those subsidiaries listed in on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “Subsidiaries”) 2009 and (ii) such other entities omitted from Exhibit 21.1 subsidiaries of the Company which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within subsidiary as of the meaning of year ended December 31, 2009 (as such term is defined in Rule 1-02(w) 02 of Regulation S-X.X under the Securities Act; each together with the Guarantors the “Significant Subsidiaries”).

Incorporation and Good Standing of the Company and the Guarantors. Each of the Company and the Guarantors each Guarantor has been duly incorporated or otherwise formed and is duly organized, validly existing and, as applicable, and in good standing under the laws of its the jurisdiction of organizationits incorporation or formation, having all powers required as the case may be, and has power and authority (corporate or otherwise) to carry on own or lease, as the case may be, and operate its properties and to conduct its business as described in the Offering Memorandum and, in the case of the Company and the Guarantors, to enter into and carry out perform its obligations under each of this Agreement, the transactions contemplated herebyRegistration Rights Agreement, the Securities, the Exchange Securities and the Indenture. Each of the Company and the Guarantors each Guarantor is duly qualified, qualified to transact business and is in good standingstanding in each jurisdiction in which such qualification is required, and authorized to do business in all other jurisdictions within the United States wherein the character whether by reason of the properties owned ownership or held by it leasing of property or the nature conduct of the business transacted by it makes such qualification necessarybusiness, except for such jurisdictions where the failure to so qualify could or to be in good standing would not, individually or in the aggregate, result in a material adverse effect on the condition, financial or otherwise, or on the earnings, business, properties or operations, whether or not reasonably be expected to cause a Material Adverse Change. Except where arising from transactions in the failure to take such actions and procedures could not reasonably be expected to cause a Material Adverse Changeordinary course of business, each of the Company and the Guarantors has taken all actions and procedures customarily taken in order to enterits subsidiaries, for the purpose of conducting business or owning property, each jurisdiction outside the United States wherein the character of the properties owned or held by it or the nature of the business transacted by it makes such actions and procedures desirableconsidered as one entity (a “Material Adverse Effect”). All of the issued and outstanding shares of capital stock stock, or other similar equity or ownership interest interest, of each Subsidiary has subsidiary have been duly authorized and validly issued, is are fully paid and nonassessable and is and, except as set forth on Schedule B, are owned by the Company, directly or through its subsidiaries. All shares of capital stock, or similar equity interest, so owned are owned free and clear of any security interest, mortgage, pledge, lien, charge, encumbrance or adverse claim (“Lien”). As claim, other than those granted pursuant to the Amended and Restated Senior Credit Facility, dated April 22, 2010, by and among XxxxXxxxx Energy, Inc. and Bank of the date hereofAmerica, the Company does not own or controlN.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto, as of the Closing Date, the Company will not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 amended (the “SubsidiariesCredit Facility”) and (ii) such other entities omitted from Exhibit 21.1 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X.).

Incorporation and Good Standing of the Company and the Guarantors. Each of the Company and the Guarantors each Guarantor has been duly incorporated or otherwise formed and is duly organized, validly existing and, as applicable, and in good standing under the laws of its the jurisdiction of organizationits incorporation or formation, having all powers required as the case may be, and has power and authority (corporate or otherwise) to carry on own or lease, as the case may be, and operate its properties and to conduct its business as described in the Offering Memorandum and, in the case of the Company and the Guarantors, to enter into and carry out perform its obligations under each of this Agreement, the transactions contemplated herebyRegistration Rights Agreement, the Securities, the Exchange Securities and the Indenture. Each of the Company and the Guarantors each Guarantor is duly qualified, qualified to transact business and is in good standingstanding in each jurisdiction in which such qualification is required, and authorized to do business in all other jurisdictions within the United States wherein the character whether by reason of the properties owned ownership or held by it leasing of property or the nature conduct of the business transacted by it makes such qualification necessarybusiness, except for such jurisdictions where the failure to so qualify could or to be in good standing would not, individually or in the aggregate, result in a material adverse effect on the condition, financial or otherwise, or on the earnings, business, properties or operations, whether or not reasonably be expected to cause a Material Adverse Change. Except where arising from transactions in the failure to take such actions and procedures could not reasonably be expected to cause a Material Adverse Changeordinary course of business, each of the Company and the Guarantors has taken all actions and procedures customarily taken in order to enterits subsidiaries, for the purpose of conducting business or owning property, each jurisdiction outside the United States wherein the character of the properties owned or held by it or the nature of the business transacted by it makes such actions and procedures desirableconsidered as one entity (a “Material Adverse Effect”). All of the issued and outstanding shares of capital stock stock, or other similar equity or ownership interest interest, of each Subsidiary has subsidiary have been duly authorized and validly issued, is are fully paid and nonassessable and is are owned by the Company, directly or through its subsidiaries, free and clear of any security interest, mortgage, pledge, lien, charge, encumbrance or adverse claim (“Lien”). As of the date hereofclaim, the Company does not own or control, and as of the Closing Date, the Company will not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 those granted pursuant to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31Senior Credit Facility, 2008 dated November 21, 2006, by and among XxxxXxxxx Energy, Inc. (as successor by merger to Riata Energy, Inc.) and Bank of America, N.A., as Administrative Agent and Banc of America Securities LLC as Lead Arranger and Book Running Manager, as amended, (the “SubsidiariesCredit Facility”) and (ii) such other entities omitted from Exhibit 21.1 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X.).

Incorporation and Good Standing of the Company and the Guarantors. Each of the Company and the Guarantors has been duly incorporated or formed, as applicable, and is duly organized, validly existing andas a corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of its the jurisdiction of organizationits incorporation or formation, having all powers required as applicable, and has corporate, partnership or limited liability company, as applicable, power and authority to carry on own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and to enter into and carry out perform its obligations under each of this Agreement, the transactions contemplated herebyDTC Agreement, the Securities and the Indenture, as applicable. Each of the Company and the Guarantors is duly qualifiedqualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standingstanding or equivalent status in each jurisdiction in which such qualification is required, and authorized to do business in all other jurisdictions within the United States wherein the character whether by reason of the properties owned ownership or held by it leasing of property or the nature conduct of the business transacted by it makes such qualification necessarybusiness, except for such jurisdictions where the failure to so qualify could not reasonably or to be expected to cause in good standing would not, individually or in the aggregate, result in a Material Adverse Change. Except where the failure to take such actions and procedures could not reasonably be expected to cause a Material Adverse Change, each of the Company and the Guarantors has taken all actions and procedures customarily taken in order to enter, for the purpose of conducting business or owning property, each jurisdiction outside the United States wherein the character of the properties owned or held by it or the nature of the business transacted by it makes such actions and procedures desirable. All of the issued and outstanding capital stock or other equity or ownership interest of each Subsidiary of the Company and the Guarantors (other than the Parent Guarantor) has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the CompanyParent Guarantor, directly or through its subsidiaries, free and clear of any security interest, mortgage, pledge, lien, charge, encumbrance or adverse claim (“Lien”)claim, except as disclosed in the Disclosure Package and the Prospectus. As of the date hereofExcept as set forth on Schedule B-2, the Company Parent Guarantor does not own or control, and as of the Closing Date, the Company will not own or control, directly or indirectly, any corporation, association or other entity that would be required to be listed in Exhibit 21 to an Annual Report on Form 10-K of the Parent Guarantor, other than (i) the subsidiaries those listed in Exhibit 21.1 to the CompanyParent Guarantor’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “Subsidiaries”) and (ii) such other entities omitted from Exhibit 21.1 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X.2011.

Incorporation and Good Standing of the Company and the Guarantors. Each of the Company and the Guarantors each Guarantor has been duly incorporated or otherwise formed and is duly organized, validly existing and, as applicable, and in good standing under the laws of its the jurisdiction of organizationits incorporation or formation, having all powers required as the case may be, and has power and authority (corporate or otherwise) to carry on own or lease, as the case may be, and operate its properties and to conduct its business as described in the Offering Memorandum and, in the case of the Company and the Guarantors, to enter into and carry out perform its obligations under each of this Agreement, the transactions contemplated herebyRegistration Rights Agreement, the Securities, the Exchange Securities and the Indenture. Each of the Company and the Guarantors each Guarantor is duly qualified, qualified to transact business and is in good standingstanding in each jurisdiction in which such qualification is required, and authorized to do business in all other jurisdictions within the United States wherein the character whether by reason of the properties owned ownership or held by it leasing of property or the nature conduct of the business transacted by it makes such qualification necessarybusiness, except for such jurisdictions where the failure to so qualify could or to be in good standing would not, individually or in the aggregate, result in a material adverse effect on the condition, financial or otherwise, or on the earnings, business, properties or operations, whether or not reasonably be expected to cause a Material Adverse Change. Except where arising from transactions in the failure to take such actions and procedures could not reasonably be expected to cause a Material Adverse Changeordinary course of business, each of the Company and the Guarantors has taken all actions and procedures customarily taken in order to enterits subsidiaries, for the purpose of conducting business or owning property, each jurisdiction outside the United States wherein the character of the properties owned or held by it or the nature of the business transacted by it makes such actions and procedures desirableconsidered as one entity (a “Material Adverse Effect”). All of the issued and outstanding shares of capital stock stock, or other similar equity or ownership interest interest, of each Subsidiary has subsidiary have been duly authorized and validly issued, is are fully paid and nonassessable and is are owned by the Company, directly or through its subsidiaries, free and clear of any security interest, mortgage, pledge, lien, charge, encumbrance or adverse claim (“Lien”). As of the date hereofclaim, the Company does not own or control, and as of the Closing Date, the Company will not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 those granted pursuant to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31Credit Agreement, 2008 dated November 21, 2006, by and among XxxxXxxxx Energy, Inc. (as successor by merger to Riata Energy, Inc.) and Bank of America, N.A., as Administrative Agent and Banc of America Securities LLC as Lead Arranger and Book Running Manager, as amended, (the “SubsidiariesCredit Facility”) and (ii) such other entities omitted from Exhibit 21.1 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X.).