Common use of Independent Engineers Clause in Contracts

Independent Engineers. Xxxxx X. Xxxxx Associates, Inc. (“Xxxxx”) and Xxx Xxxxxxx and Associates, Inc. (“Keeling”) are petroleum engineering consulting firms from whose reserve reports information is contained or incorporated by reference in the Registration Statement, Disclosure Package and Prospectus, and act as independent petroleum engineers with respect to the Company. Other than (i) the production of reserves in the ordinary course of business, (ii) intervening price fluctuations or (iii) as described in the Registration Statement, Disclosure Package and Prospectus, the Company is not aware of any facts or circumstances that would result in a material adverse change in its proved net reserves in the aggregate, or the aggregate present value of estimated future net revenues of the Company or the standardized measure of discounted future net cash flows therefrom, as described in the Registration Statement, Disclosure Package and Prospectus, and reflected in the reserve information as of the respective dates such information is given. The information underlying the estimates of the proved net reserves of the Company and each of its subsidiaries that was supplied by the Company and/or its subsidiaries to Xxxxx and Xxxxxxx for the purposes of preparing the reports of Xxxxx and Keeling referenced in the Registration Statement, Disclosure Package and Prospectus, and estimates of proved reserves of the Company and its subsidiaries disclosed in the Registration Statement, Disclosure Package and Prospectus, including, production, costs of operation, and future operations and sales of production, was true and correct in all material respects on the dates such information was provided, and such information was supplied and was prepared in accordance with customary industry practices. The estimates of proved reserves of the Company and its subsidiaries that were prepared by or on behalf of the Company that are disclosed in the Registration Statement, Disclosure Package and Prospectus, including, production, costs of operation, and future operations and sales of production, are true and correct in all material respects. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, including the oil and natural gas production and reserve information and estimates of future net revenues and discounted future net cash flows identified as the SEC Case (and with respect to discounted future net cash flows, our “standardized measure” and not our pre-tax PV-10) included or incorporated by reference therein, will comply, in all material respects with the applicable requirements of the Securities Act and Item 1200 of Regulation S-K and Rule 4.10(a) of Regulation S-X, Industry Guide 2 under the Act and Statement of Financial Accounting Standards Board No. 69, Disclosures about Oil and Petroleum Producing Activities, as amended to date.

Appears in 2 contracts

Samples: Underwriting Agreement (Miller Energy Resources, Inc.), Underwriting Agreement (Miller Energy Resources, Inc.)

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Independent Engineers. Xxxxx Rxxxx X. Xxxxx Associates, Inc. (“XxxxxDxxxx”) and Xxx Lxx Xxxxxxx and Associates, Inc. (“Keeling”) are petroleum engineering consulting firms from whose reserve reports information is contained or incorporated by reference in the Registration Statement, Disclosure Package and Prospectus, and act as independent petroleum engineers with respect to the Company. Other than (i) the production of reserves in the ordinary course of business, (ii) intervening price fluctuations or (iii) as described in the Registration Statement, Disclosure Package and Prospectus, the Company is not aware of any facts or circumstances that would result in a material adverse change in its proved net reserves in the aggregate, or the aggregate present value of estimated future net revenues of the Company or the standardized measure of discounted future net cash flows therefrom, as described in the Registration Statement, Disclosure Package and Prospectus, and reflected in the reserve information as of the respective dates such information is given. The information underlying the estimates of the proved net reserves of the Company and each of its subsidiaries that was supplied by the Company and/or its subsidiaries to Xxxxx Dxxxx and Xxxxxxx Kxxxxxx for the purposes of preparing the reports of Xxxxx Dxxxx and Keeling referenced in the Registration Statement, Disclosure Package and Prospectus, and estimates of proved reserves of the Company and its subsidiaries disclosed in the Registration Statement, Disclosure Package and Prospectus, including, production, costs of operation, and future operations and sales of production, was true and correct in all material respects on the dates such information was provided, and such information was supplied and was prepared in accordance with customary industry practices. The estimates of proved reserves of the Company and its subsidiaries that were prepared by or on behalf of the Company that are disclosed in the Registration Statement, Disclosure Package and Prospectus, including, production, costs of operation, and future operations and sales of production, are true and correct in all material respects. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, including the oil and natural gas production and reserve information and estimates of future net revenues and discounted future net cash flows identified as the SEC Case (and with respect to discounted future net cash flows, our “standardized measure” and not our pre-tax PV-10) included or incorporated by reference therein, will comply, in all material respects with the applicable requirements of the Securities Act and Item 1200 of Regulation S-K and Rule 4.10(a) of Regulation S-X, Industry Guide 2 under the Act and Statement of Financial Accounting Standards Board No. 69, Disclosures about Oil and Petroleum Producing Activities, as amended to date.

Appears in 2 contracts

Samples: Underwriting Agreement (Miller Energy Resources, Inc.), Underwriting Agreement (Miller Energy Resources, Inc.)

Independent Engineers. Xxxxx X. Xxxxx Associates, Inc. (“Xxxxx”) and Xxx Xxxxxxx and Associates, Inc. (“Keeling”) are petroleum engineering consulting firms from whose reserve reports information is contained or incorporated by reference in the Registration Statement, Disclosure Package Statement and Prospectus, and act as independent petroleum engineers with respect to the Company. Other than (i) the production of reserves in the ordinary course of business, (ii) intervening price fluctuations or (iii) as described in the Registration Statement, Disclosure Package Statement and Prospectus, the Company is not aware of any facts or circumstances that would result in a material adverse change in its proved net reserves in the aggregate, or the aggregate present value of estimated future net revenues of the Company or the standardized measure of discounted future net cash flows therefrom, as described in the Registration Statement, Disclosure Package Statement and Prospectus, and reflected in the reserve information as of the respective dates such information is given. The information underlying the estimates of the proved net reserves of the Company and each of its subsidiaries that was supplied by the Company and/or its subsidiaries to Xxxxx and Xxxxxxx for the purposes of preparing the reports of Xxxxx and Keeling Xxxxxxx referenced in the Registration Statement, Disclosure Package Statement and Prospectus, and estimates of proved reserves of the Company and its subsidiaries disclosed in the Registration Statement, Disclosure Package Statement and Prospectus, including, production, costs of operation, and future operations and sales of production, was true and correct in all material respects on the dates such information was provided, and such information was supplied and was prepared in accordance with customary industry practices. The estimates of proved reserves of the Company and its subsidiaries that were prepared by or on behalf of the Company that are disclosed in the Registration Statement, Disclosure Package Statement and Prospectus, including, production, costs of operation, and future operations and sales of production, are true and correct in all material respects. Except as described in the Registration Statement, the Disclosure Package Statement and the Prospectus, including the oil and natural gas production and reserve information and estimates of future net revenues and discounted future net cash flows identified as the SEC Case (and with respect to discounted future net cash flows, our “standardized measure” and not our pre-tax PV-10) included or incorporated by reference therein, will comply, in all material respects with the applicable requirements of the Securities Act and Item 1200 of Regulation S-K and Rule 4.10(a) of Regulation S-X, Industry Guide 2 under the Act and Statement of Financial Accounting Standards Board No. 69, Disclosures about Oil and Petroleum Producing Activities, as amended to date. The Company has not provided and has not authorized any other person to act on its behalf to provide any investor or its respective agents or counsel with any information about the Company that constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus. Any certificate signed by any officer of the Company and delivered to MLV or to counsel for MLV in connection with the sale of the Placement Shares shall be deemed a representation and warranty by the Company to MLV as to the matters covered thereby.

Appears in 1 contract

Samples: Miller Energy Resources, Inc.

Independent Engineers. Xxxxx X. Xxxxx Each of Netherland, Xxxxxx & Associates, Inc. (“XxxxxNetherland”) and Xxx Xxxxxxx and AssociatesMHA Petroleum Consultants, Inc. (“KeelingMHA”) are petroleum engineering consulting firms from whose reserve reports information is contained or incorporated by reference in the Registration Statement, Disclosure Package Statement and Prospectus, and act as independent petroleum engineers with respect to the Company. Other than (i) the production of reserves in the ordinary course of business, (ii) intervening price fluctuations or (iii) as described in the Registration Statement, Disclosure Package Statement and Prospectus, the Company is not aware of any facts or circumstances that would result in a material adverse change in its proved net reserves in the aggregate, or the aggregate present value of estimated future net revenues of the Company or the standardized measure of discounted future net cash flows therefrom, as described in the Registration Statement, Disclosure Package Statement and Prospectus, and reflected in the reserve information as of the respective dates such information is given. The information underlying the estimates of the proved net reserves of the Company and each of its subsidiaries that was supplied by the Company and/or its subsidiaries to Xxxxx Netherland and Xxxxxxx MHA for the purposes of preparing the reports of Xxxxx Netherland and Keeling MHA referenced in the Registration Statement, Disclosure Package Statement and Prospectus, and estimates of proved reserves of the Company and its subsidiaries disclosed in the Registration Statement, Disclosure Package Statement and Prospectus, including, production, costs of operation, and future operations and sales of production, was true and correct in all material respects on the dates such information was provided, and such information was supplied and was prepared in accordance with customary industry practices. The estimates of proved reserves of the Company and its subsidiaries that were prepared by or on behalf of the Company that are disclosed in the Registration Statement, Disclosure Package Statement and Prospectus, including, production, costs of operation, and future operations and sales of production, are true and correct in all material respects. Except as described in the Registration Statement, the Disclosure Package Statement and the Prospectus, including the oil and natural gas production and reserve information and estimates of future net revenues and discounted future net cash flows identified as the SEC Case (and with respect to discounted future net cash flows, our the “standardized measure” and not our the pre-tax PV-10) included or incorporated by reference therein, will comply, in all material respects with the applicable requirements of the Securities Act and Item 1200 of Regulation S-K and Rule 4.10(a) of Regulation S-X, Industry Guide 2 under the Securities Act and Statement of Financial Accounting Standards Board No. 69, Disclosures about Oil and Petroleum Producing Activities, as amended to date. Any certificate signed by an officer of the Company and delivered to MLV or to counsel for MLV pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Company to MLV as to the matters set forth therein.

Appears in 1 contract

Samples: Yuma Energy, Inc.

Independent Engineers. Xxxxx Raxxx X. Xxxxx AssociatesXssociates, Inc. (“XxxxxDaxxx”) and Xxx Lex Xxxxxxx and xnd Associates, Inc. (“Keeling”) are petroleum engineering consulting firms from whose reserve reports information is contained or incorporated by reference in the Registration Statement, Disclosure Package and Prospectus, and act as independent petroleum engineers with respect to the Company. Other than (i) the production of reserves in the ordinary course of business, (ii) intervening price fluctuations or (iii) as described in the Registration Statement, Disclosure Package and Prospectus, the Company is not aware of any facts or circumstances that would result in a material adverse change in its proved net reserves in the aggregate, or the aggregate present value of estimated future net revenues of the Company or the standardized measure of discounted future net cash flows therefrom, as described in the Registration Statement, Disclosure Package and Prospectus, and reflected in the reserve information as of the respective dates such information is given. The information underlying the estimates of the proved net reserves of the Company and each of its subsidiaries that was supplied by the Company and/or its subsidiaries to Xxxxx and Xxxxxxx for Daxxx xnd Kexxxxx xor the purposes of preparing the reports of Xxxxx and Daxxx xnd Keeling referenced in the Registration Statement, Disclosure Package and Prospectus, and estimates of proved reserves of the Company and its subsidiaries disclosed in the Registration Statement, Disclosure Package and Prospectus, including, production, costs of operation, and future operations and sales of production, was true and correct in all material respects on the dates such information was provided, and such information was supplied and was prepared in accordance with customary industry practices. The estimates of proved reserves of the Company and its subsidiaries that were prepared by or on behalf of the Company that are disclosed in the Registration Statement, Disclosure Package and Prospectus, including, production, costs of operation, and future operations and sales of production, are true and correct in all material respects. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, including the oil and natural gas production and reserve information and estimates of future net revenues and discounted future net cash flows identified as the SEC Case (and with respect to discounted future net cash flows, our “standardized measure” and not our pre-tax PV-10) included or incorporated by reference therein, will comply, in all material respects with the applicable requirements of the Securities Act and Item 1200 of Regulation S-K and Rule 4.10(a) of Regulation S-X, Industry Guide 2 under the Act and Statement of Financial Accounting Standards Board No. 69, Disclosures about Oil and Petroleum Producing Activities, as amended to date.

Appears in 1 contract

Samples: Underwriting Agreement (Miller Energy Resources, Inc.)

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Independent Engineers. Xxxxx Rxxxx X. Xxxxx Associates, Inc. (“XxxxxDxxxx”) and Xxx Lxx Xxxxxxx and Associates, Inc. (“Keeling”) are petroleum engineering consulting firms from whose reserve reports information is contained or incorporated by reference in the Registration Statement, Disclosure Package Statement and Prospectus, and act as independent petroleum engineers with respect to the Company. Other than (i) the production of reserves in the ordinary course of business, (ii) intervening price fluctuations or (iii) as described in the Registration Statement, Disclosure Package Statement and Prospectus, the Company is not aware of any facts or circumstances that would result in a material adverse change in its proved net reserves in the aggregate, or the aggregate present value of estimated future net revenues of the Company or the standardized measure of discounted future net cash flows therefrom, as described in the Registration Statement, Disclosure Package Statement and Prospectus, and reflected in the reserve information as of the respective dates such information is given. The information underlying the estimates of the proved net reserves of the Company and each of its subsidiaries that was supplied by the Company and/or its subsidiaries to Xxxxx Dxxxx and Xxxxxxx Kxxxxxx for the purposes of preparing the reports of Xxxxx Dxxxx and Keeling Kxxxxxx referenced in the Registration Statement, Disclosure Package Statement and Prospectus, and estimates of proved reserves of the Company and its subsidiaries disclosed in the Registration Statement, Disclosure Package Statement and Prospectus, including, production, costs of operation, and future operations and sales of production, was true and correct in all material respects on the dates such information was provided, and such information was supplied and was prepared in accordance with customary industry practices. The estimates of proved reserves of the Company and its subsidiaries that were prepared by or on behalf of the Company that are disclosed in the Registration Statement, Disclosure Package Statement and Prospectus, including, production, costs of operation, and future operations and sales of production, are true and correct in all material respects. Except as described in the Registration Statement, the Disclosure Package Statement and the Prospectus, including the oil and natural gas production and reserve information and estimates of future net revenues and discounted future net cash flows identified as the SEC Case (and with respect to discounted future net cash flows, our “standardized measure” and not our pre-tax PV-10) included or incorporated by reference therein, will comply, in all material respects with the applicable requirements of the Securities Act and Item 1200 of Regulation S-K and Rule 4.10(a) of Regulation S-X, Industry Guide 2 under the Act and Statement of Financial Accounting Standards Board No. 69, Disclosures about Oil and Petroleum Producing Activities, as amended to date. The Company has not provided and has not authorized any other person to act on its behalf to provide any investor or its respective agents or counsel with any information about the Company that constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus. Any certificate signed by any officer of the Company and delivered to MLV or to counsel for MLV in connection with the sale of the Placement Shares shall be deemed a representation and warranty by the Company to MLV as to the matters covered thereby.

Appears in 1 contract

Samples: Common Stock (Miller Energy Resources, Inc.)

Independent Engineers. Xxxxx X. Xxxxx Associates, Inc. (“Xxxxx”) and Xxx Xxxxxxx and AssociatesXxxxx Xxxxx Company, Inc. L.P. (“KeelingXxxxx”) are petroleum engineering consulting firms from whose reserve reports information is contained or incorporated by reference in the Registration Statement, Disclosure Package and Prospectus, and act as independent petroleum engineers with respect to the Company. Other than (i) the production of reserves in the ordinary course of business, (ii) intervening price fluctuations or (iii) as described in the Registration Statement, Disclosure Package and Prospectus, the Company is not aware of any facts or circumstances that would result in a material adverse change in its proved net reserves in the aggregate, or the aggregate present value of estimated future net revenues of the Company or the standardized measure of discounted future net cash flows therefrom, as described in the Registration Statement, Disclosure Package and Prospectus, and reflected in the reserve information as of the respective dates such information is given. The information underlying the estimates of the proved net reserves of the Company and each of its subsidiaries that was supplied by the Company and/or its subsidiaries to Xxxxx and Xxxxxxx Xxxxx for the purposes of preparing the reports of Xxxxx and Keeling Xxxxx referenced in the Registration Statement, Disclosure Package and Prospectus, and estimates of proved reserves of the Company and its subsidiaries disclosed in the Registration Statement, Disclosure Package and Prospectus, including, production, costs of operation, and future operations and sales of production, was true and correct in all material respects on the dates such information was provided, and such information was supplied and was prepared in accordance with customary industry practices. The estimates of proved reserves of the Company and its subsidiaries that were prepared by or on behalf of the Company that are disclosed in the Registration Statement, Disclosure Package and Prospectus, including, production, costs of operation, and future operations and sales of production, are true and correct in all material respects. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, including the oil and natural gas production and reserve information and estimates of future net revenues and discounted future net cash flows identified as the SEC Case (and with respect to discounted future net cash flows, our “standardized measure” and not our pre-tax PV-10) included or incorporated by reference therein, will comply, in all material respects with the applicable requirements of the Securities Act and Item 1200 of Regulation S-K and Rule 4.10(a) of Regulation S-X, Industry Guide 2 under the Act and Statement of Financial Accounting Standards Board No. 69, Disclosures about Oil and Petroleum Producing Activities, as amended to date.

Appears in 1 contract

Samples: Underwriting Agreement (Miller Energy Resources, Inc.)

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