Common use of Oil and Gas Matters Clause in Contracts

Oil and Gas Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the Ordinary Course since the date of the reserve report prepared by XxXxxxx Petroleum Consultants, Ltd. (the “Parent Independent Petroleum Engineers”) relating to Parent interests referred to therein as of December 31, 2020 (the “Parent Reserve Report”) or (ii) reflected in the Parent Reserve Report or in the Parent SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v)), Parent and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report and in each case as attributable to interests owned by Parent and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A) entitles Parent (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B) obligates Parent (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties and (C) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent to the Parent Independent Petroleum Engineers relating to Parent interests referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report are derived from reports that have been prepared by the Parent Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedings, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries (and, to Parent’s Knowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract entered into by Parent or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development production and other operations have been conducted in compliance with all applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the Transactions.

Oil and Gas Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report prepared by XxXxxxx Petroleum ConsultantsNetherland, Ltd. Xxxxxx & Associates, Inc. (the “Parent Independent Petroleum Engineers”) relating to Parent interests referred to therein as of December 31, 2020 2019 (the “Parent Reserve Report”) or (ii) reflected in the Parent Reserve Report or in the Parent SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v6.2(b)(v)), Parent and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report and in each case as attributable to interests owned by Parent and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s or one and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) beneficially or of record with any applicable Governmental Entity that (A1) entitles Parent (or and/or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (Bother than decreases in connection with operations in which the Parent and/or its Subsidiaries may be a non-consenting co-owner, decreases resulting from reversion of interests to co-owners with respect to operations in which such co-owners elected not to consent, decreases resulting from the establishment of pools or units, and decreases required to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries); in each case, to the extent occurring after the date of the Parent Reserve Report (2) obligates Parent (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report for such Oil and Gas Properties (other than any positive differences in difference between such percentage) actual percentage and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties Properties) and (C3) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent to the Parent Independent Petroleum Engineers relating to Parent interests referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report was, as of the time providedprovided (or modified or amended prior to the issuance of the Company Reserve Reports), accurate in all respects. To Parentthe Company’s Knowledgeknowledge, any assumptions or estimates provided by any of Parent’s the Company Subsidiaries to the Parent Independent Petroleum Engineers Company Reserve Engineer in connection with its preparation of the Parent Company Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent the Company at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report are derived from reports that have been prepared by the Parent Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedingsin the ordinary course of business, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid or contested in good faith in the ordinary course of business (other than any such Production Burdens that which are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries (and, to Parent’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries. To the Parent’s knowledge, Schedule 5.17(c) of the Parent Disclosure Letter sets forth all the material Oil and Gas Leases where the primary term thereof is scheduled to expire by the express terms of such Oil and Gas Lease at any time in the twelve (12)-month period immediately following the date of this Agreement. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are (other than those being contested in good faith through appropriate Proceedings in the ordinary course of business) and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties Leases of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, Subsidiaries have been drilled, completed and operated within the limits permitted by the applicable contract Oil and Gas Lease(s), the applicable Contracts entered into by Parent or any of its Subsidiaries related to such Xxxxx and such other xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such Xxxxx and such other xxxxx that were drilled and all related development production completed (and other operations plugged and abandoned) by Parent or its Subsidiaries have been conducted in compliance with all such applicable Oil and Gas Lease(s), Contracts and applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all Oil and Gas Properties operated by Parent or its Subsidiaries (and, to the knowledge of Parent, all Oil and Gas Properties owned or held by Parent or any of its Subsidiaries and operated by a third party) have been operated as a reasonably prudent operator in accordance with its past practices. (g) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, tag-along, right of first refusal, consent or similar right that would become operative as a result of the entry into (or the consummation of) the Transactions. (h) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries has elected to participate in any operation or activity proposed with respect to any of the Oil and Gas Properties owned or held by it (or them, as applicable) that could result in a penalty or forfeiture as a result of such election not to participate in such operation or activity that would be material to Parent and its Subsidiaries, taken as a whole and is not reflected in the Parent Reserve Reports. (i) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and to the knowledge of Parent as of the date of this Agreement, Schedule 5.17(i) of the Parent Disclosure Letter lists, as of December 31, 2019, all transportation, plant, production and other imbalances and overlifts with respect to Hydrocarbon production from the Oil and Gas Properties of Parent and its Subsidiaries. (j) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, with respect to Oil and Gas Properties operated by Parent and its Subsidiaries, all currently producing Xxxxx and all tangible equipment included therein, used in connection with the operation thereof or otherwise primarily associated therewith (including all buildings, plants, structures, platforms, pipelines, machinery, vehicles and other rolling stock) are in a good state of repair and are adequate and sufficient to maintain normal operations in accordance with past practices (ordinary wear and tear excepted). (k) As of the date of this Agreement, there are no authorizations for expenditure or other commitments to make capital expenditures (or series of related authorizations for expenditure or commitments) binding on Parent or any of its Subsidiaries with respect to its or their respective Oil and Gas Properties that Parent reasonably anticipates will individually require expenditures after the Effective Time of greater than $1,000,000.

Oil and Gas Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent have an Ohm Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report prepared by XxXxxxx Petroleum Consultants, Ltd. XxXxxxxx and XxxXxxxxxxx (the “Parent Ohm Independent Petroleum Engineers”) relating to Parent Ohm interests referred to therein as of December 31, 2020 2021 (the “Parent Ohm Reserve Report”) or (ii) reflected in the Parent Ohm Reserve Report or in the Parent Ohm SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions transactions effected after the date hereof in accordance with Section 6.1(b)(v6.2(b)(v)), Parent Ohm and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Ohm Reserve Report and in each case as attributable to interests owned by Parent Ohm and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that ParentOhm’s or one and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) beneficially or of record with any applicable Governmental Entity that (A1) entitles Parent Ohm (or and/or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Ohm Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (Bother than decreases in connection with operations in which Ohm and/or its Subsidiaries may be a non-consenting co-owner, decreases resulting from reversion of interests to co-owners with respect to operations in which such co-owners elected not to consent, decreases resulting from the establishment of pools or units, and decreases required to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries; in each case, to the extent occurring after the date of the Ohm Reserve Report) (2) obligates Parent Ohm (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Ohm Reserve Report for such Oil and Gas Properties (other than any positive differences in difference between such percentage) actual percentage and the applicable working interest shown on the Parent Ohm Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties Properties) and (C3) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, a Parent would not reasonably be expected to have an Ohm Material Adverse Effect, the factual, non-interpretive data supplied by Parent Ohm to the Parent Ohm Independent Petroleum Engineers relating to Parent Ohm interests referred to in the Parent Ohm Reserve Report, by or on behalf of Parent Ohm and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent Ohm and its Subsidiaries in connection with the preparation of the Parent Ohm Reserve Report was, as of the time providedprovided (or modified or amended prior to the issuance of the Ohm Reserve Reports), accurate in all respects. To ParentOhm’s Knowledgeknowledge, any assumptions or estimates provided by any of ParentOhm’s Subsidiaries to the Parent Ohm Independent Petroleum Engineers in connection with its preparation of the Parent Ohm Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent Ohm at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, a Parent would not reasonably be expected to have an Ohm Material Adverse Effect, the oil and gas reserve estimates of Parent Ohm set forth in the Parent Ohm Reserve Report are derived from reports that have been prepared by the Parent Ohm Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent Ohm and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Ohm Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent an Ohm Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent an Ohm Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedingsin the ordinary course of business, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent Ohm or any of its Subsidiaries have been timely and properly paid or contested in good faith in the ordinary course of business (other than any such Production Burdens that which are being held in suspense by Parent Ohm or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent Ohm or any of its Subsidiaries (and, to ParentOhm’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent Ohm or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent an Ohm Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent Ohm and its Subsidiaries are being received by them in a timely manner or are (other than those being contested in good faith through appropriate Proceedings in the ordinary course of business) and are not being held in suspense (by ParentOhm, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties Leases of Parent Ohm and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent Ohm or its Subsidiaries that were drilled and completed by Parent Ohm or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, Subsidiaries have been drilled, completed and operated within the limits permitted by the applicable contract Oil and Gas Lease(s), the applicable Contracts entered into by Parent Ohm or any of its Subsidiaries related to such Xxxxx and such other xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment, if applicable) of such Xxxxx and such other xxxxx that were drilled and all related development production completed (and other operations plugged and abandoned, if applicable) by Ohm or its Subsidiaries have been conducted in compliance with all such applicable Oil and Gas Lease(s), Contracts and applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent an Ohm Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or in the aggregate, an Ohm Material Adverse Effect, all Oil and Gas Properties operated by Ohm or its Subsidiaries (and, to the knowledge of Ohm, all Oil and Gas Properties owned or held by Ohm or any of its Subsidiaries and operated by a Parent third party) have been operated as a reasonably prudent operator in accordance with its past practices. (g) Except as would not reasonably be expected to have, individually or in the aggregate, an Ohm Material Adverse Effect, none of the material Oil and Gas Properties of Parent Ohm or its Subsidiaries is subject to any preferential purchase, consent tag-along, right of first refusal, Consent or similar right that would become operative as a result of the entry into (or the consummation of) the Transactions. (h) Except as would not reasonably be expected to have, individually or in the aggregate, an Ohm Material Adverse Effect, neither Ohm nor any of its Subsidiaries has elected not to participate in any operation or activity proposed with respect to any of the Oil and Gas Properties owned or held by it (or them, as applicable) that could result in a penalty or forfeiture as a result of such election not to participate in such operation or activity that would be material to Ohm and its Subsidiaries, taken as a whole and is not reflected in the Ohm Reserve Reports. (i) Except as would not reasonably be expected to have, individually or in the aggregate, an Ohm Material Adverse Effect, with respect to Oil and Gas Properties operated by Ohm and its Subsidiaries, all currently producing Xxxxx and all tangible equipment included therein, used in connection with the operation thereof or otherwise primarily associated therewith (including all buildings, plants, structures, platforms, pipelines, machinery, vehicles and other rolling stock) are in a good state of repair and are adequate and sufficient to maintain normal operations in accordance with past practices (ordinary wear and tear excepted).

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Effect and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report prepared by XxXxxxx Petroleum ConsultantsSoftware Integrated Solutions, Ltd. Division of Schlumberger Technology Corporation (the “Parent Independent Petroleum Engineers”) relating to the Parent interests referred to therein as of December 31, 2020 2017 (collectively, the “Parent Reserve Report”) or (ii) reflected in the Parent Reserve Report or in the Parent SEC Documents as having been sold or otherwise disposed of, as of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v))of this Agreement, Parent and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report and in each case as attributable to interests owned by Parent and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s and/or or one or more of its Subsidiaries’, as applicable, title (as of the date hereof of this Agreement and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A1) entitles Parent (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B2) obligates Parent (and/or or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties and (C3) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent to the Parent Independent Petroleum Engineers relating to the Parent interests referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report are derived from reports that have been prepared by the Parent Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any such Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedingspaid, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and paid, (iii) none of Parent or any of its Subsidiaries (and, to the Parent’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all All material proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. Neither Parent nor its Subsidiaries is obligated by virtue of a take-or-pay payment, advance payment, or similar payment (other than royalties, overriding royalties and similar arrangements established in the Oil and Gas Leases) to deliver Hydrocarbons or proceeds from the sale thereof, attributable to such Person’s interest in its Oil and Gas Properties at some future time without receiving payment therefor at the time of delivery, except, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties Leases of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract contracts entered into by Parent or and any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development development, production and other operations have been conducted in compliance with all applicable Law except, in each case, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (f) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential preferential, purchase, consent or similar right that would become operative as a result of the Transactions. (g) Except as has not and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, to Parent’s knowledge, (i) there are no xxxxx that constitute a part of the Oil and Gas Properties of Parent in respect of which Parent has received a notice, claim, demand or order from any Governmental Entity notifying, claiming, demanding or requiring that such well(s) be temporarily or permanently plugged and abandoned and (ii) all xxxxx drilled by Parent or any of its Subsidiaries are either (1) in use for purposes of production, injection or water sourcing, (2) suspended or temporarily abandoned in accordance with applicable Law, or (iii) permanently plugged and abandoned in accordance with applicable Law.

Oil and Gas Matters. (a) Except as would not be reasonably be expected likely to have, individually or result in the aggregate, a Parent Material Adverse Effect, Effect and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report prepared audited by XxXxxxx Petroleum ConsultantsXxxxx Xxxxx Company, Ltd. L.P. (the “Parent Independent Petroleum Engineers”) relating to Parent Xxxx Xxxx’x interests referred to therein as of December 31, 2020 2016 (the “Parent Reserve Report”) or (ii) reflected in the Parent Reserve Report or in the Parent SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions after of, the date hereof in accordance with Section 6.1(b)(v)), Parent and its Subsidiaries have Xxxx Xxxx Entities own good and defensible title to all material Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report and in each case as attributable to interests owned by Parent and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrancesthe Xxxx Xxxx Entities. For purposes of the foregoing sentence, “good and defensible title” means that Parentan Xxxx Xxxx Entity’s and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them it (or purported to be held or owned by themit as reflected in the Reserve Report) that (Ai) entitles Parent Xxxx Xxxx (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (Bii) obligates Parent Xxxx Xxxx (and/or or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties and (Ciii) is free and clear of all Encumbrances Liens (other than Permitted EncumbrancesLiens). (b) Except for any such matters that as has not had and would not be reasonably be expected likely to haveresult in, individually or in the aggregate, a Parent Material Adverse Effectmaterial Liability to the Xxxx Xxxx Entities, the factual, non-interpretive data supplied by Parent Xxxx Xxxx to the Parent Independent Petroleum Engineers relating to Parent Xxxx Xxxx’x interests referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries the Xxxx Xxxx Entities that was material to such firm’s estimates audit of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries the Xxxx Xxxx Entities included in connection with the preparation of the Parent Reserve Report was, as of the time provided, to the Knowledge of the Xxxx Xxxx Entities, accurate in all material respects. To Parent’s Knowledgethe Knowledge of the Xxxx Xxxx Parties, any there are no material errors in the assumptions or and estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers Xxxx Xxxx Entities in connection with its the preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were madeReport. Except for any such matters that as has not had and would not be reasonably be expected likely to haveresult in, individually or in the aggregate, a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent Xxxx Xxxx set forth in the Parent Reserve Report are derived from reports that have been prepared by the Parent Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries the Xxxx Xxxx Entities at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. . (c) Except for changes generally affecting the oil as has not had and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that would not be reasonably be expected likely to haveresult in, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as would not reasonably be expected material Liability to havethe Xxxx Xxxx Entities, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any such Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedingsall material respects, (iii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries the Xxxx Xxxx Entities have been timely and properly paid in all material respects, (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Lawii) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries no Xxxx Xxxx Entity (and, to Parent’s Knowledgethe Knowledge of the Xxxx Xxxx Parties, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent the Xxxx Xxxx Entities and (iii) no Xxxx Xxxx Entity has received written notice from any other party to any such Oil and Gas Lease that any Xxxx Xxxx Entity is in breach or default under any of its SubsidiariesOil and Gas Lease. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all All proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries the Xxxx Xxxx Entities are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than (i) awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxxxxxxx or (ii) as may be permitted by applicable Law, in each case, except as would not have, individually or in the aggregate, a material Liability to the Xxxx Xxxx Entities. (e) All (i) burdens with respect to the Oil and Gas Properties have been properly and timely paid in all material respects in accordance with applicable Laws and Orders and the terms of the Xxxxx Oil and Gas Leases, and (ii) all expenses payable by the Xxxx Xxxx Entities under the terms of any Contract have been properly and timely paid in all material respects except, in each case, for such burdens and expenses as are being currently paid prior to delinquency in the ordinary course of business and except for matters that are being contested in good faith and for which reserves have been established in the Financial Statements. (f) All Hydrocarbon, water, CO2, injection or other xxxxx located on on, under or within any of the Oil and Gas Properties of Parent and its Subsidiaries the Xxxx Xxxx Entities or otherwise associated with an any Oil and Gas Property Properties of Parent the Xxxx Xxxx Entities, in each case, whether producing, non-producing, permanently or its Subsidiaries that were drilled temporarily plugged and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiariesabandoned, have been drilled, completed and operated within the limits permitted by the applicable contract entered into by Parent or Oil and Gas Lease and any of its Subsidiaries related to Contracts, and no such xxxxx (i) are subject to any order from any Governmental Authority or written notice pursuant to a Contract from any other third party requiring that such well be plugged and abandoned, (ii) all xxxxx required to be plugged and abandoned by applicable Law have been plugged and abandoned in accordance with applicable Law, or (iii) are subject to penalties on allowables after the Closing because of overproduction. (g) Except as set forth in Schedule (g), all Oil and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development production and other operations Gas Properties operated by any Xxxx Xxxx Entity have been conducted operated in material compliance with all Laws and Orders and with the applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectOil and Gas Leases. (fh) Except as would not reasonably be expected to haveset forth in Schedule 4.18(h), individually or in the aggregate, a Parent Material Adverse Effect, none as of the material date of this Agreement, there is no outstanding authorization for expenditure or similar request or invoice for funding or participation under any agreement or contract which is binding on any Xxxx Xxxx Entity or any Oil and Gas Properties and which Xxxx Xxxx reasonably anticipates will individually require expenditures by any Xxxx Xxxx Entity in excess of $1,000,000. (i) No Xxxx Xxxx Entity is obligated by virtue of a prepayment or advance payment arrangement, make up right under a production sales contract containing a “take or pay” or similar provision, production payment or any other arrangement (other than gas balancing arrangements) to deliver Hydrocarbons or proceeds from the sale thereof, attributable to the Oil and Gas Properties of Parent such Person at some future time without then or its Subsidiaries is subject thereafter receiving the full contract price therefor. (j) No Xxxx Xxxx Entity has received any notice of any pending, and, to any preferential purchase, consent or similar right that would become operative as a result the Knowledge of the TransactionsXxxx Xxxx Parties, there is no threatened, proceeding to condemn or take by power of eminent domain all or any of the Oil and Gas Properties of the Xxxx Xxxx Entities.

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, Effect and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report prepared by XxXxxxx Petroleum ConsultantsXxxxxx, Ltd. Xxxxxxxxx & Associates, Inc. (the “Parent Company Independent Petroleum Engineers”) relating to Parent the Company interests referred to therein as of December 31, 2020 2017 (the “Parent Company Reserve Report”) or (ii) reflected in the Parent Company Reserve Report or in the Parent Company SEC Documents as having been sold or otherwise disposed of, as of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v))of this Agreement, Parent the Company and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Company Reserve Report and in each case as attributable to interests owned by Parent the Company and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parentthe Company’s and/or or one or more of its Subsidiaries’, as applicable, title (as of the date hereof of this Agreement and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A1) entitles Parent the Company (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Company Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B2) obligates Parent the Company (and/or or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Company Reserve Report for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Company Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties and (C3) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, the factual, non-interpretive data supplied by Parent the Company to the Parent Company Independent Petroleum Engineers relating to Parent the Company interests referred to in the Parent Company Reserve Report, by or on behalf of Parent the Company and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent the Company and its Subsidiaries in connection with the preparation of the Parent Company Reserve Report was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, the oil and gas reserve estimates of Parent the Company set forth in the Parent Company Reserve Report are derived from reports that have been prepared by the Parent Company Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries the Company at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Company Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedingspaid, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent the Company or any of its Subsidiaries (and, to Parentthe Company’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all All material proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent the Company and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parentthe Company, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. Neither the Company nor its Subsidiaries is obligated by virtue of a take-or-pay payment, advance payment, or similar payment (other than royalties, overriding royalties and similar arrangements established in the Oil and Gas Leases) to deliver Hydrocarbons or proceeds from the sale thereof, attributable to such Person’s interest in its Oil and Gas Properties at some future time without receiving payment therefor at the time of delivery, except, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) All Since January 1, 2017, all of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties Leases of Parent the Company and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent the Company or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract contracts entered into by Parent or the Company and any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development development, production and other operations have been conducted in compliance with all applicable Law except, in each case, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (f) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, none of the material Oil and Gas Properties of Parent the Company or its Subsidiaries is subject to any preferential preferential, purchase, consent or similar right that would become operative as a result of the Transactions. (g) Except as has not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, to the Company’s knowledge, (i) there are no xxxxx that constitute a part of the Oil and Gas Properties of the Company in respect of which the Company has received a notice, claim, demand or order from any Governmental Entity notifying, claiming, demanding or requiring that such well(s) be temporarily or permanently plugged and abandoned and (ii) all xxxxx drilled by the Company or any of its Subsidiaries are either (1) in use for purposes of production, injection or water sourcing, (2) suspended or temporarily abandoned in accordance with applicable Law, or (iii) permanently plugged and abandoned in accordance with applicable Law.

Oil and Gas Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, and except for property (i) sold sold, leased or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report letter prepared by XxXxxxx Petroleum ConsultantsNetherland, Ltd. Xxxxxx & Associate, Inc. (the “Parent Company Independent Petroleum Engineers”) auditing the Company’s internally prepared reserve report relating to Parent the Company’s and its Subsidiaries’ interests referred to therein as of December 31, 2020 (2022 ( the “Parent Company Independent Reserve ReportReport Letter”) or relating to the Company’s and its Subsidiaries’ interests referred to therein as of December 31, 2022, (ii) reflected in the Parent Company Independent Reserve Report Letter or in the Parent Company SEC Documents as having been sold sold, leased or otherwise disposed of prior to the date hereof, (other than sales iii) sold, leased or dispositions otherwise disposed of as permitted under Section 6.01, or (iv) Oil and Gas Leases that have expired or terminated in accordance with the terms thereof on a date on or after the date hereof in accordance with Section 6.1(b)(v))hereof, Parent the Company and its Subsidiaries have good and defensible title Defensible Title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Company Independent Reserve Report Letter and in each case as attributable to interests owned by Parent the Company and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible titleDefensible Title” means that Parentthe Company’s and/or or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A) entitles Parent the Company (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Company Independent Reserve Report Letter of all Hydrocarbons produced from or allocated to such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, except, in each case, for any decreases (x) in connection with those operations in which the Company or any of its Subsidiaries may elect after the date hereof to be a non-consenting co-owner, (y) resulting from the establishment or amendment of pools or units after the date hereof or (z) required to allow other working interest owners to make up past underproduction or pipelines to make up past under-deliveries, and (B) obligates Parent (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties and (C) is free and clear of all Encumbrances Liens (other than Permitted EncumbrancesLiens). (b) Except for any such matters that as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, the factual, non-interpretive data supplied by Parent the Company to the Parent Company Independent Petroleum Engineers relating to Parent interests the Oil and Gas Properties referred to in the Parent Company Independent Reserve Report, by or on behalf of Parent and its Subsidiaries Report Letter that was material to such firm’s audit of the Company’s internally prepared estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent the Company and its Subsidiaries in connection with the preparation of the Parent Company Independent Reserve Report Letter was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, the oil and gas reserve estimates of Parent the Company set forth in the Parent Company Independent Reserve Report Letter are derived from reports that have been prepared by the Parent Independent Petroleum EngineersCompany, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent the Company and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Company Independent Reserve Report Letter that would reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, (i) all delay rentals, shut-ins in royalties, minimum royalties and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases owned or held by the Company or any of its Subsidiaries have been properly and timely paid or are being contested in good faith through appropriate Proceedingsin the ordinary course of business, as to which reserves have been taken in accordance with GAAP, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries have been timely and properly paid, except, in each case, as (x) are paid prior to delinquency in the ordinary course of business, (other than any such Production Burdens that are being y) held in as suspense by Parent funds or its Subsidiaries in accordance with applicable Law(z) or are being contested in good faith through appropriate Proceedings in the ordinary course of business, as to which reserves have been taken in accordance with GAAP and (iii) none of Parent the Company or any of its Subsidiaries (and, to Parentthe Company’s Knowledge, no third third-party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent the Company and its Subsidiaries are being received by them in a timely manner or are (other than those being contested in good faith through appropriate Proceedings in the ordinary course of business, as to which reserves have been taken in accordance with GAAP) and are not being held in suspense (by Parentthe Company, any of its Subsidiaries, any third third-party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. Neither the Company nor any of its Subsidiaries is obligated by virtue of a take-or-pay payment, advance payment, or similar payment (other than royalties, overriding royalties, deliveries required to resolve imbalances and similar arrangements established in the Oil and Gas Leases owned or held by the Company or its Subsidiaries) to deliver Hydrocarbons or proceeds from the sale thereof, attributable to such Person’s interest in the Oil and Gas Properties at some future time without receiving payment therefor at the time of delivery, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) All of the Xxxxx and all water, CO2carbon dioxide, injection injection, disposal or other xxxxx (i) located on the Oil and Gas Properties of Parent the Company and its Subsidiaries or on the Units included in the Oil and Gas Properties owned or held by the Company or its Subsidiaries or (ii) otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent Company or its Subsidiaries, have been drilled, completed completed, operated and operated abandoned within the limits permitted by the applicable contract Contracts and Oil and Gas Leases entered into by Parent the Company or any of its Subsidiaries (or their respective predecessor in interest) related to such xxxxx and in accordance compliance with applicable Applicable Law, and all drilling and completion (and plugging and abandonment, if applicable) of such xxxxx and all related development development, production and other operations with respect to such xxxxx have been conducted in compliance with all applicable Applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, none of the material Oil and Gas Properties of Parent the Company or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the TransactionsMerger and the other transactions contemplated by this Agreement. (g) All Oil and Gas Properties operated by the Company and its Subsidiaries have been operated in accordance with reasonable, prudent oil and gas field practices, and the Company and its Subsidiaries have used all commercially reasonable efforts (i) to maintain all Oil and Gas Leases and Oil and Gas Properties for current and future operations and (ii) to meet any and all drilling obligations provided for in any and all agreements and contracts covering the Oil and Gas Leases and Oil and Gas Properties, except where the failure to so operate would not reasonably have, individually or in the aggregate, a Company Material Adverse Effect.

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, Effect and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date dates of the reserve report prepared audited by XxXxxxx Petroleum ConsultantsNetherland, Ltd. Xxxxxx & Associates, Inc. (in such capacity, the “Parent Company Independent Petroleum Engineers”) relating to Parent the Company interests referred to therein as of December 31, 2020 2017 (the “Parent Company Reserve Report”) or (ii) reflected in the Parent Company Reserve Report or in the Parent Company SEC Documents as having been sold or otherwise disposed of, as of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v))hereof, Parent the Company and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Company Reserve Report (the “Company Oil and Gas Properties”) and in each case as attributable to interests owned by Parent the Company and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parentthe Company’s and/or or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) ), beneficially or of record, to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A) entitles Parent the Company (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Company Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B) obligates Parent the Company (and/or or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Company Reserve Report for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties increases that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties Properties) and (C) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, the factual, non-interpretive data supplied by Parent or on behalf of the Company or its Subsidiaries to the Parent Company Independent Petroleum Engineers relating to Parent the Company interests referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Company Reserve Report was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, the oil and gas reserve estimates of Parent the Company set forth in the Parent Company Reserve Report are derived from reports that have been prepared by the Parent Company and audited by the Company Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries the Company at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Company Reserve Report that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases that are a part of the Company Oil and Gas Properties (“Company Oil and Gas Leases”) have been properly and timely paid or are being contested in good faith through appropriate Proceedingspaid, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Company Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and paid, (iii) none of Parent the Company or any of its Subsidiaries (and, to Parentthe Company’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act action that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Company Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Company Oil and Gas Lease) included in the Company Oil and Gas Properties owned or held by Parent or any of its SubsidiariesProperties. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Company Oil and Gas Properties of Parent and its Subsidiaries are being received by them such selling entities in a timely manner or and no proceeds from the sale of Hydrocarbons produced from any such Company Oil and Gas Properties are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parentthe Company, any of its Subsidiaries, any third party operator thereof or any other PersonPerson or individual) for any reason other than (i) as reported in the Company SEC Documents or (ii) awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. Neither Company nor its Subsidiaries is obligated by virtue of a take-or-pay payment, advance payment, or similar payment (other than royalties, overriding royalties and similar arrangements established in the Oil and Gas Leases) to deliver Hydrocarbons or proceeds from the sale thereof, attributable to such Person’s interest in its Oil and Gas Properties at some future time without receiving payment therefor at the time of delivery, except, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties Leases of Parent the Company and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent the Company or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract contracts entered into by Parent the Company or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development development, production and other operations have been conducted in compliance with all applicable Law except, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (f) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, none of the material Oil and Gas Properties of Parent the Company or its Subsidiaries is subject to any preferential purchase, consent consent, tag-along or similar right that would become operative as a result of the Transactions. (g) Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, to the Company’s knowledge, (a) there are no xxxxx that constitute a part of the Company Oil and Gas Properties in respect of which the Company has received a notice, claim, demand or order from any Governmental Entity notifying, claiming, demanding or requiring that such well(s) be temporarily or permanently plugged and abandoned; and (b) all xxxxx drilled by the Company or any of its Subsidiaries are either (i) in use for purposes of production, injection or water sourcing, (ii) suspended or temporarily abandoned in accordance with applicable Law, or (iii) permanently plugged and abandoned in accordance with applicable Law.

Oil and Gas Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report prepared by XxXxxxx Petroleum ConsultantsNetherland, Ltd. Xxxxxx & Associates, Inc. (in such capacity, the “Parent Independent Petroleum Engineers”) relating to the Parent interests referred to therein as of December 31, 2020 2018 (the “Parent Reserve Report”) or ), (ii) reflected in the Parent Reserve Report or in the Parent SEC Documents as having been sold or otherwise disposed of prior to the date hereof or (other than iii) permitted sales or dispositions after the date hereof in accordance with Section 6.1(b)(v)6.2(b)(v), Parent and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report and in each case as attributable to interests owned by Parent and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s and/or or one or more of its Subsidiaries’, as applicable, record or beneficial title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A1) entitles Parent (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B2) obligates Parent (and/or or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report for such Oil and Gas Properties (other than any positive differences in difference between such percentage) actual percentage and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties Properties) and (C3) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent to the Parent Independent Petroleum Engineers relating to the Parent interests referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report are derived from reports that have been prepared by Parent and audited by the Parent Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedingsin the ordinary course of business, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid or contested in good faith in the ordinary course of business (other than any such Production Burdens that which are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries (and, to the Parent’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are (other than those being contested in good faith through appropriate Proceedings in the ordinary course of business) and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties Leases of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent Company or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, Subsidiaries have been drilled, completed and operated within the limits permitted by the applicable contract Oil and Gas Lease(s), the applicable contracts entered into by Parent or any of its Subsidiaries related to such xxxxx Xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx Xxxxx that were drilled and all related development production completed (and other operations plugged and abandoned) by Company or its Subsidiaries have been conducted in compliance with all such applicable Oil and Gas Lease(s), contracts and applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the Transactions.

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of specified in the reserve report prepared by XxXxxxx Petroleum Consultants, Ltd. (the “Parent Independent Petroleum Engineers”) Company Reserve Engineer relating to Parent the Company’s interests referred to therein and dated as of December 31, 2020 2021 (the “Parent Company Reserve Report”) or (ii) reflected in the Parent Company Reserve Report or in the Parent Company SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions transactions effected after the date hereof in accordance with Section 6.1(b)(v)), Parent the Company and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Company Reserve Report and in each case as attributable to interests owned by Parent the Company and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parentthe Company’s or one and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) beneficially or of record with any applicable Governmental Entity that (A1) entitles Parent the Company (or and/or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Company Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas PropertiesProperties (other than decreases in connection with operations in which the Company and/or its Subsidiaries may be a non-consenting co-owner, decreases resulting from reversion of interests to co-owners with respect to operations in which such co-owners elected not to consent, decreases resulting from the establishment of pools or units, and decreases required to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries, in each case, to the extent occurring after the date of the Company Reserve Report) and (B2) obligates Parent the Company (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Company Reserve Report for such Oil and Gas Properties (other than any positive differences in difference between such percentage) percentage and the applicable working interest shown on the Parent Company Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties and (C) is free and clear of all Encumbrances (other than Permitted EncumbrancesProperties). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, the factual, non-interpretive data supplied by Parent the Company to the Parent Independent Petroleum Engineers Company Reserve Engineer relating to Parent the Company’s interests referred to in the Parent Company Reserve Report, by or on behalf of Parent the Company and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent the Company and its Subsidiaries in connection with the preparation of the Parent Company Reserve Report was, as of the time providedprovided (or modified or amended prior to the issuance of the Company Reserve Reports), accurate in all respects. To Parentthe Company’s Knowledgeknowledge, any assumptions or estimates provided by any of Parentthe Company’s Subsidiaries to the Parent Independent Petroleum Engineers Company Reserve Engineer in connection with its preparation of the Parent Company Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent the Company at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, the oil and gas reserve estimates of Parent the Company set forth in the Parent Company Reserve Report are derived from reports that have been prepared by the Parent Independent Petroleum EngineersCompany Reserve Engineer, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent the Company and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Company Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith in the ordinary course of business and through appropriate Proceedingsproceedings, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries have been timely and properly paid or contested in good faith in the ordinary course of business and through appropriate proceedings (other than any such Production Burdens that which are being held in suspense by Parent the Company or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent the Company or any of its Subsidiaries (and, to Parentthe Company’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas LeaseLease or cause such Oil and Gas Lease to expire or terminate) included in the Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent the Company and its Subsidiaries are being received by them in a timely manner or are (other than those being contested in good faith in the ordinary course of business and through appropriate Proceedings proceedings) and are not being held in suspense (by Parentthe Company, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties Leases of Parent the Company and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent the Company or its Subsidiaries that were drilled and completed by Parent the Company or its Subsidiaries, and to the Knowledge knowledge of Parentthe Company, all such other xxxxx that were not drilled and completed by Parent the Company or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract Oil and Gas Lease(s), the applicable Contracts entered into by Parent the Company or any of its Subsidiaries related to such Xxxxx and such other xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment, if applicable) of such Xxxxx and such other xxxxx that were drilled and all related development production completed (and other operations plugged and abandoned, if applicable) by the Company or its Subsidiaries have been conducted in compliance with all such applicable Oil and Gas Lease(s), Contracts and applicable Law except, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. There are no xxxxx that constitute a part of the Oil and Gas Properties of the Company and its Subsidiaries of which the Company or a Subsidiary has received a written notice, claim, demand or order from any Governmental Entity notifying, claiming, demanding or requiring that such well(s) be temporarily or permanently plugged and abandoned. (f) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, all Oil and Gas Properties operated by the Company or its Subsidiaries (and, to the knowledge of the Company, all Oil and Gas Properties owned or held by the Company or any of its Subsidiaries and operated by a third party) have been operated as a reasonably prudent operator in accordance with its past practices. (g) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the material Oil and Gas Properties of Parent the Company or its Subsidiaries is subject to any preferential purchase, consent tag-along, right of first refusal, right of first offer, purchase option, Consent or similar right that would become operative as a result of the entry into (or the consummation of) the Transactions. (h) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has elected not to participate in any operation or activity proposed with respect to any of the Oil and Gas Properties owned or held by it (or them, as applicable) that could result in a penalty or forfeiture as a result of such election not to participate in such operation or activity that would be material to the Company and its Subsidiaries, taken as a whole and is not reflected in the Company Reserve Reports. (i) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to Oil and Gas Properties operated by the Company and its Subsidiaries, all currently producing Xxxxx and all tangible equipment included therein, used in connection with the operation thereof or otherwise primarily associated therewith (including all buildings, plants, structures, platforms, pipelines, machinery, vehicles and other rolling stock) are in a good state of repair and are adequate and sufficient to maintain normal operations in accordance with past practices (ordinary wear and tear excepted). (j) As of the date of this Agreement, there are no authorizations for expenditure or other commitments to make capital expenditures (or series of related authorizations for expenditure or commitment) binding on the Company or any of its Subsidiaries with respect to its or their respective Oil and Gas Properties for which such operations have not been completed that the Company reasonably anticipates will individually require expenditures of greater than $2,500,000.

Oil and Gas Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, and except for property (i) sold or otherwise disposed of (x) in the Ordinary Course ordinary course of business or (y) in compliance with the terms of Section 5.2, in each case, since the date of the reserve report reports prepared by XxXxxxx Petroleum ConsultantsNetherland, Ltd. Xxxxxx & Associations, Inc. (the “Parent Independent Petroleum EngineersReserve Engineer”) relating to Parent interests referred to therein as of December 31, 2020 2023 (the “Parent Reserve ReportReports”) or (ii) reflected in the Parent Reserve Report Reports or in the Parent SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v))of, Parent and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report Reports and in each case as attributable to interests owned by Parent and its Subsidiaries, free and clear of any Encumbrances, Liens (except for Parent Permitted EncumbrancesEncumbrances and Parent Permitted Liens). For purposes of the foregoing sentence, “good and defensible title” means that Parent’s or one and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) beneficially or of record with any applicable Governmental Entity that (A1) entitles Parent (or and/or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report Reports of all Hydrocarbons hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas PropertiesProperties (other than decreases in connection with operations in which Parent and/or its Subsidiaries may be a non-consenting co-owner, decreases resulting from reversion of interests to co-owners with respect to operations in which such co-owners elected not to consent, decreases resulting from the establishment of pools or units, and decreases required to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries; in each case, to the extent occurring after the date of the Parent Reserve Reports), (B2) obligates Parent (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report Reports for such Oil and Gas Properties (other than any positive differences in difference between such percentage) actual percentage and the applicable working interest shown on the Parent Reserve Report Reports for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties Properties) and (C3) is free and clear of all Liens (except for Parent Permitted Encumbrances (other than and Parent Permitted EncumbrancesLiens). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, : (i) the factual, non-interpretive data supplied by Parent to the Parent Independent Petroleum Engineers Reserve Engineer relating to Parent interests referred to in the Parent Reserve ReportReports, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report Reports was, as of the time providedprovided (or modified or amended prior to the issuance of the Parent Reserve Reports), accurate in all respects. To ; (ii) to Parent’s Knowledgeknowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers Reserve Engineer in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, ; and (iii) the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report Reports are derived from reports that have been prepared by the Parent Independent Petroleum EngineersReserve Engineer, and such reserve estimates fairly reflect, in all material respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto securities Laws applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report Reports that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedings, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries (and, to Parent’s Knowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract entered into by Parent or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development production and other operations have been conducted in compliance with all applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the Transactions.

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, Effect and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date dates of the reserve report prepared audited by XxXxxxx Petroleum ConsultantsXxXxxxxx and XxxXxxxxxxx (in such capacity, Ltd. (the “Parent Independent Petroleum Engineers”) relating to the Parent interests referred to therein as of December 31, 2020 2017 (the “Parent Reserve Report”) or (ii) reflected in the Parent Reserve Report or in the Parent SEC Documents as having been sold or otherwise disposed of, as of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v))hereof, Parent and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report (the “Parent Oil and Gas Properties”) and in each case as attributable to interests owned by Parent and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s and/or or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) ), beneficially or of record, to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A) entitles Parent (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B) obligates Parent (and/or or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties increases that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties Properties) and (C) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, the factual, non-interpretive data supplied by or on behalf of Parent or its Subsidiaries to the Parent Independent Petroleum Engineers relating to the Parent interests referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report are derived from reports that have been prepared by the Parent Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases that are part of the Parent Oil and Gas Properties (the “Parent Oil and Gas Leases”) have been properly and timely paid or are being contested in good faith through appropriate Proceedingspaid, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Parent Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and paid, (iii) none of Parent or any of its Subsidiaries (and, to the Parent’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act action that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Parent Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Parent Oil and Gas Lease) included in the Parent Oil and Gas Properties owned or held by Parent or any of its SubsidiariesProperties. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Parent Oil and Gas Properties of Parent and its Subsidiaries are being received by them such selling entities in a timely manner or and no proceeds from the sale of Hydrocarbons produced from any such Parent Oil and Gas Properties are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other PersonPerson or individual) for any reason other than (i) as reported in the Parent SEC Documents or (ii) awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. Neither Parent nor its Subsidiaries is obligated by virtue of a take-or-pay payment, advance payment, or similar payment (other than royalties, overriding royalties and similar arrangements established in the Oil and Gas Leases) to deliver Hydrocarbons or proceeds from the sale thereof, attributable to such Person’s interest in its Oil and Gas Properties at some future time without receiving payment therefor at the time of delivery, except, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties Leases of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract contracts entered into by Parent or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development development, production and other operations have been conducted in compliance with all applicable Law except, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (f) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, consent consent, tag-along or similar right that would become operative as a result of the Transactions. (g) Except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect, Parent’s knowledge, (a) there are no xxxxx that constitute a part of the Parent Oil and Gas Properties in respect of which Parent has received a notice, claim, demand or order from any Governmental Entity notifying, claiming, demanding or requiring that such well(s) be temporarily or permanently plugged and abandoned; and (b) all xxxxx drilled by Parent or any of its Subsidiaries are either (i) in use for purposes of production, injection or water sourcing, (ii) suspended or temporarily abandoned in accordance with applicable Law, or (iii) permanently plugged and abandoned in accordance with applicable Law.

Oil and Gas Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report prepared by XxXxxxx Petroleum ConsultantsXxxxx Xxxxx Company, Ltd. L.P. (in such capacity, the “Parent Company Independent Petroleum Engineers”) relating to Parent the Company interests referred to therein as of December 31, 2020 2018 (the “Parent Company Reserve Report”) or ), (ii) reflected in the Parent Company Reserve Report or in the Parent Company SEC Documents as having been sold or otherwise disposed of prior to the date hereof or (other than iii) permitted sales or dispositions after the date hereof in accordance with Section 6.1(b)(v)), Parent the Company and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Company Reserve Report and in each case as attributable to interests owned by Parent the Company and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parentthe Company’s and/or or one or more of its Subsidiaries’, as applicable, record or beneficial title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A1) entitles Parent the Company (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Company Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B2) obligates Parent the Company (and/or or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Company Reserve Report for such Oil and Gas Properties (other than any positive differences in difference between such percentage) actual percentage and the applicable working interest shown on the Parent Company Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties Properties) and (C3) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Company Material Adverse Effect, the factual, non-interpretive data supplied by Parent the Company to the Parent Company Independent Petroleum Engineers relating to Parent the Company interests referred to in the Parent Company Reserve Report, by or on behalf of Parent the Company and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent the Company and its Subsidiaries in connection with the preparation of the Parent Company Reserve Report was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Company Material Adverse Effect, the oil and gas reserve estimates of Parent the Company set forth in the Parent Company Reserve Report are derived from reports that have been prepared by the Parent Company Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries the Company at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Company Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedingsin the ordinary course of business, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries have been timely and properly paid or contested in good faith in the ordinary course of business (other than any such Production Burdens that which are being held in suspense by Parent the Company or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent the Company or any of its Subsidiaries (and, to Parentthe Company’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent the Company and its Subsidiaries are being received by them in a timely manner or are (other than those being contested in good faith through appropriate Proceedings in the ordinary course of business) and are not being held in suspense (by Parentthe Company, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties Leases of Parent the Company and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent the Company or its Subsidiaries that were drilled and completed by Parent Company or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, Subsidiaries have been drilled, completed and operated within the limits permitted by the applicable contract Oil and Gas Lease(s), the applicable contracts entered into by Parent the Company or any of its Subsidiaries related to such xxxxx Xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx Xxxxx that were drilled and all related development production completed (and other operations plugged and abandoned) by Company or its Subsidiaries have been conducted in compliance with all such applicable Oil and Gas Lease(s), contracts and applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, none of the material Oil and Gas Properties of Parent the Company or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the Transactions.

Oil and Gas Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date dates of the reserve report reports prepared by XxXxxxx Petroleum ConsultantsNetherland, Ltd. Xxxxxx & Associates, Inc. (the “”Parent Independent Petroleum Engineers”) relating to the Parent interests referred to therein as of December 31, 2020 2017 (collectively, the “Parent Reserve ReportReports”) or (ii) reflected in the Parent Reserve Report Reports or in the Parent SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v)), Parent and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report Reports and in each case as attributable to interests owned by Parent and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s and/or or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A1) entitles Parent (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report Reports of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B2) obligates Parent (and/or or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report Reports for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Reserve Report Reports for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties and (C3) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent to the Parent Independent Petroleum Engineers relating to the Parent interests referred to in the Parent Reserve ReportReports, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report Reports was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report Reports are derived from reports that have been prepared by the Parent Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report Reports that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have (in the case of such Oil and Gas Leases operated by a third party operator, to the knowledge of Parent) been properly and timely paid or are being contested in good faith through appropriate Proceedingspaid, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have (in the case of such Oil and Gas Properties operated by a third party operator, to the knowledge of Parent) been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries (and, to the Parent’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties Leases of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled have (in the case of such Oil and completed Gas Properties operated by Parent or its Subsidiariesa third party operator, and to the Knowledge knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have ) been drilled, completed and operated within the limits permitted by the applicable contract contracts entered into by Parent or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development development, production and other operations have (in the case of such Oil and Gas Properties operated by a third party operator, to the knowledge of Parent) been conducted in compliance with all applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or set forth in Schedule 5.17 of the aggregate, a Parent Material Adverse EffectDisclosure Letter, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the Transactions.

Oil and Gas Matters. (a) Except as would not reasonably be expected to haveas, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, and except for property (i) property sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report letter prepared by XxXxxxx Petroleum ConsultantsNetherland, Ltd. Xxxxxx & Associates, Inc. (the “Parent Company Independent Petroleum Engineers”) auditing the Company’s internally prepared reserve report relating to Parent the Company interests referred to therein as of December 31, 2020 2019 (the “Parent Company Reserve ReportReport Letter”) or ), (ii) property reflected in the Parent Company Reserve Report Letter or in the Parent Filed Company SEC Documents as having been sold or otherwise disposed of (of, other than sales sales, exchanges, swaps or dispositions after the date hereof in accordance with Section 6.1(b)(v))5.1(a) or (iii) Oil and Gas Leases that have expired or terminated in accordance with the terms thereof on a date on or after the date hereof, Parent the Company and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Company Reserve Report Letter and in each case as attributable to interests owned (or purported to be held or owned) by Parent the Company and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parentthe Company’s and/or or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the ClosingClosing Date) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A1) entitles Parent the Company (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Company Reserve Report Letter of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas PropertiesProperties except, in each case, for (x) any decreases in connection with those operations in which the Company or any of its Subsidiaries may elect after the date hereof to be a non-consenting co-owner, (By) any decreases resulting from the establishment or amendment, after the date hereof, of pools or units, and (z) decreases required to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries, (2) obligates Parent the Company (and/or or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Company Reserve Report Letter for such Oil and Gas Properties except, in each case, for (other than any positive differences in such percentagex) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties increases that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties, and (y) increases resulting from contribution requirements with respect to defaulting or non-consenting co-owners under applicable operating agreements or Laws that are accompanied by a proportionate (or greater) net revenue interest in such Oil and Gas Properties and (C3) is free and clear of all Encumbrances (other than Liens, defects and imperfections, except for Permitted Encumbrances)Liens and Liens, defects and imperfections which, individually or in the aggregate, would not reasonably be expected to materially impair the continued use and operation of the Oil and Gas Properties to which they relate in the conduct of business of the Company and each of its Subsidiaries as presently conducted. (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, the factual, non-interpretive data supplied by Parent to the Parent Company Independent Petroleum Engineers relating to Parent interests referred to in the Parent Reserve Report, by or on behalf of Parent the Company and its Subsidiaries for purposes of auditing the Company’s internally prepared reserve report and preparing the Company Reserve Report Letter that was material to such firm’s audit of the Company’s internally prepared estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent the Company and its Subsidiaries in connection with the preparation of the Parent Company Reserve Report Letter was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, the oil and gas reserve estimates of Parent the Company set forth in the Parent Company Reserve Report Letter are derived from reports that have been prepared by the Parent Independent Petroleum EngineersCompany in accordance with customary industry practices, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries the Company at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Company Reserve Report that would reasonably be expected to haveLetter that, individually or in the aggregate, has had or would reasonably be expected to have a Parent Company Material Adverse Effect. (c) Except as would not reasonably be expected to haveas, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, (i) all delay rentals, shut-ins in royalties and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases of the Company or any of its Subsidiaries have been properly and timely paid or are being contested in good faith through appropriate Proceedingspaid, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries have been timely and properly paid (other than any in each case, except such Production Burdens that (x) as are being currently paid prior to delinquency in the ordinary course of business, (y) currently held in as suspense by Parent funds or its Subsidiaries in accordance with applicable Law(z) the amount or are validity of which is being contested in good faith through by appropriate Proceedings proceedings and for which appropriate reserves have been established) and (iii) none of Parent the Company or any of its Subsidiaries (and, to Parentthe Company’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries. (d) Except as would not reasonably be expected to haveas, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from attributable to the Company’s and its Subsidiaries’ interests in the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parentthe Company, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties Leases of Parent the Company and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent the Company or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract contracts entered into by Parent the Company or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development development, production and other operations have been conducted in compliance with all applicable Law except, in each case, as individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. (f) Except as would not reasonably be expected to haveas, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, none of the material Oil and Gas Properties of Parent the Company or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the consummation of the Transactions. (g) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, to the Company’s knowledge, there are no Xxxxx that constitute a part of the Company’s or its Subsidiaries’ Oil and Gas Properties for which the Company or any of its Subsidiaries has received a notice, claim, demand or order from any Governmental Entity notifying, claiming, demanding or requiring that such Well(s) be temporarily or permanently plugged and abandoned that remains pending or unresolved. (h) As of the date of this Agreement, there is no outstanding authorization for expenditure or similar request or invoice for funding or participation under any agreement or contract which are binding on the Company, its Subsidiaries or any of the Company’s or its Subsidiaries’ Oil and Gas Properties and which the Company reasonably anticipates will individually require expenditures by the Company or its Subsidiaries in excess of $10,000,000 (net to Company’s or its Subsidiaries’ interest).

Oil and Gas Matters. (a) Except as would to the extent Aggregate Title Losses do not reasonably be expected to have, individually or in exceed the aggregate, a Parent Material Adverse Effect, Title Threshold and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report reports prepared by XxXxxxx Petroleum ConsultantsXxxxxx, Ltd. Xxxxxxxxx & Associates, Inc. (the “Parent HighPeak Independent Petroleum Engineers”) relating to Parent interests referred to therein as of December 31, 2020 2019 relating to the Oil and Gas Properties owned by the applicable HighPeak Entity referred to in each such reserve report, copies of which are attached to Schedule 5.13(a) of the Contributor Disclosure Letter (collectively, the “Parent HighPeak Reserve Report”) or (ii) reflected in the Parent Reserve Report or in the Parent SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v)), Parent the HighPeak Entities have Good and its Subsidiaries have good and defensible title Defensible Title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent HighPeak Reserve Report and and, in each case case, as attributable to interests owned by Parent the HighPeak Entities. The term “Good and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible titleDefensible Title” means that Parenta HighPeak Entity’s and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them it (or purported to be held or owned by themit as reflected in the HighPeak Reserve Report) that (A) entitles Parent (or one or more of its Subsidiaries, as applicable) such HighPeak Entity to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in (or, if not shown, the Parent net revenue interest used by the HighPeak Independent Petroleum Engineers in the determination of the reserves shown in) the HighPeak Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, except for (I) decreases in connection with those operations in which the HighPeak Entities or their successors or assigns may, from and after the date of this Agreement and in accordance with the terms of this Agreement, elect to be a non-consenting co-owner, (II) decreases resulting from the establishment or amendment, from and after the date of this Agreement, of pools or units in accordance with this Agreement and (III) decreases required after the date of this Agreement to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries, (B) obligates Parent (and/or one or more of its Subsidiaries, as applicable) such HighPeak Entity to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on in (or, if not shown, the Parent working interest used by the HighPeak Independent Petroleum Engineers in the determination of the reserves shown in) the HighPeak Reserve Report for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent HighPeak Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties Properties, except for (I) increases resulting from contribution requirements with respect to defaulting co-owners from and after the date of this Agreement under applicable operating agreements or (II) increases to the extent that such increases are accompanied by a proportionate increase in the net revenue interest of the HighPeak Entities and (C) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent to the Parent Independent Petroleum Engineers relating to Parent interests referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report are derived from reports that have been prepared by the Parent Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedings, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries (and, to Parent’s Knowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract entered into by Parent or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development production and other operations have been conducted in compliance with all applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the Transactions.

Oil and Gas Matters. (a) Except as would not reasonably be expected material to havethe Company and its Subsidiaries, individually or in the aggregate, taken as a Parent Material Adverse Effectwhole, and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report prepared by XxXxxxx Petroleum ConsultantsNetherland, Ltd. Xxxxxx & Associates, Inc. (collectively, the “Parent Company Independent Petroleum Engineers”) relating to Parent the Company interests referred to therein as of December 31, 2020 2022 (the “Parent Company Reserve Report”) ), or (ii) reflected in the Parent Company Reserve Report or in the Parent Company SEC Documents as having been ​ sold or otherwise disposed of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v)6.2), Parent the Company and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Company Reserve Report and in each case as attributable to interests owned by Parent the Company and its Subsidiaries, free and clear of any EncumbrancesLiens, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A) entitles Parent (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B) obligates Parent (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties and (C) is free and clear of all Encumbrances (other than Permitted Encumbrances)Liens. (b) Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the The factual, non-interpretive data supplied by Parent the Company to the Parent Company Independent Petroleum Engineers relating to Parent the Company interests referred to in the Parent Company Reserve Report, by or on behalf of Parent the Company and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent the Company and its Subsidiaries in connection with the preparation of the Parent Company Reserve Report was, as of the time provided, accurate in all material respects. To Parent’s Knowledgethe Knowledge of the Company, any assumptions or estimates provided by any of Parent’s the Company or its Subsidiaries to the Parent Company Independent Petroleum Engineers in connection with its preparation of the Parent Company Reserve Reports Report were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent the Company at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the The oil and gas reserve estimates of Parent the Company set forth in the Parent Company Reserve Report are derived from reports that have been prepared by the Parent Company Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all material respects, the oil and gas reserves of Parent and its Subsidiaries the Company at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no material change in respect of the matters addressed in the Parent Company Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectReport. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all material rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedingspaid, (ii) all material royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent the Company or any of its Subsidiaries (and, to Parentthe Company’s Knowledge, no third party operator) has materially violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default material default, breach or failure to meet a condition under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all All proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent the Company and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings all material respects and are not being held in suspense (by Parentthe Company, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled XxxxxXxxxx and as described on Section 4.18(d) of the Company Disclosure Letter. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties of Parent the Company and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent the Company or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within ​ the limits permitted by the applicable contract Contracts entered into by Parent the Company or any of its Subsidiaries related to such xxxxx Xxxxx and applicable Law in accordance with applicable Lawall material respects, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development development, production and other operations have been conducted in material compliance with all applicable Law except, in each case, Contracts and Laws. Except as would not reasonably be expected material to havethe Company and its Subsidiaries, individually taken as a whole, there are no Xxxxx that constitute a part of the Oil and Gas Properties of the Company and its Subsidiaries of which the Company or in the aggregatea Subsidiary has received a written notice, a Parent Material Adverse Effectclaim, demand or order from any Governmental Authority notifying, claiming, demanding or requiring that such Well(s) be temporarily or permanently plugged and abandoned. (f) All Oil and Gas Properties operated by the Company or its Subsidiaries (and, to the Knowledge of the Company, all Oil and Gas Properties owned or held by the Company or any of its Subsidiaries and operated by a third party) have been operated in all material respects as a reasonably prudent operator in accordance with its past practices. (g) Except as would not reasonably be expected material to havethe Company and its Subsidiaries, individually taken as a whole, neither the Company nor any of its Subsidiaries has elected not to participate in any operation or activity proposed with respect to any of the Oil and Gas Properties owned or held by it (or them, as applicable) that could result in a penalty or forfeiture as a result of such election not to participate in such operation or activity that would be material to the Company and its Subsidiaries, taken as a whole and is not reflected in the aggregateCompany Reserve Reports. (h) With respect to Oil and Gas Properties operated by the Company and its Subsidiaries, all currently producing Xxxxx and all tangible equipment included therein, used in connection with the operation thereof or otherwise primarily associated therewith (including all buildings, plants, structures, platforms, pipelines, machinery, vehicles and other rolling stock) are, in all material respects, in a Parent Material Adverse Effect, none good state of repair and are adequate and sufficient to maintain normal operations in accordance with past practices (ordinary wear and tear excepted). (i) Section 4.18(i) of the Company Disclosure Letter sets forth an accurate and complete list, in all material respects, of any preferential purchase, tag-along, right of first refusal, right of first option, purchase option, consent or similar right to which the Oil and Gas Properties of Parent the Company or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result are subject. All Contracts listed in Section 4.18(i) of the TransactionsCompany Disclosure Letter have been made available to Parent. (j) The Company has made available to Parent all Oil and Gas Leases to which the Company or any Subsidiary is a party.

Oil and Gas Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, Effect and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report audit letter prepared by XxXxxxx Petroleum ConsultantsXxxxxxxxxx, Ltd. Xxxxxx & Associates, Inc. (the “Parent Independent Petroleum Engineers”) relating to the interests of Parent interests and its Subsidiaries referred to therein as of December 31, 2020 2021 (the “Parent Reserve Report”) and that is expressly described in Section 4.16(a) of the Parent Disclosure Schedule or (ii) reflected in the Parent Reserve Report or in the other Parent SEC Documents as having been sold or otherwise disposed of, as of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v))of this Agreement, Parent and its Subsidiaries have good and defensible title Defensible Title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report and in each case as attributable to interests owned by Parent and its Subsidiaries, and all other personal property necessary for the operation of the business of Parent as currently conducted, free and clear of any EncumbrancesLiens, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A) entitles Parent (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B) obligates Parent (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties and (C) is free and clear of all Encumbrances (other than Permitted Encumbrances)Liens. (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent and its Subsidiaries to the Parent Independent Petroleum Engineers relating to Parent the interests referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent and its Subsidiaries set forth in the Parent Reserve Report are derived from reports that have been prepared by the Parent Independent Petroleum Engineers, Engineers are derived from estimates of proved reserves and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involvedtherein. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The estimates of proved reserves used by Xxxxxx and Xxxxxx’s Subsidiaries in connection with the preparation of the Parent Reserve Report complied in all material respects with Rule 4-10 of Regulation S-X promulgated by the SEC, and the estimates of proved reserves provided to the Parent Independent Petroleum Engineers in connection with the preparation of the Parent Reserves Report complied in all material respects with Rule 4-10 of Regulation S-X promulgated by the SEC. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed by Parent or any of its Subsidiaries to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases owned or held by Parent or any of its Subsidiaries have been properly and timely paid or are being contested in good faith through appropriate Proceedingspaid, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held owed by Parent or any of its Subsidiaries with respect to the their interests in any Oil and Gas Properties have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and paid, (iii) none of Parent or any of its Subsidiaries (and, to Parent’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries and (iv) no Person has claimed, asserted in writing or given written notice to Parent or any of its Subsidiaries that Parent’s or any of its Subsidiaries’ interest under any Oil and Gas Lease has not been validly and properly granted to, or is not properly held by, Parent or such Subsidiary. (d) Except as would not reasonably be expected to have, individually or set forth in Section 4.16(d) of the aggregate, a Parent Material Adverse EffectDisclosure Schedule, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them such selling entities in a timely manner or are being contested manner, in good faith through appropriate Proceedings all material respects, and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. Neither Parent nor any of its Subsidiaries has material obligations by virtue of a take-or-pay payment, advance payment, or similar payment (other than royalties, overriding royalties, and similar arrangements established in the Oil and Gas Leases) to deliver Hydrocarbons or proceeds from the sale thereof, attributable to such Person’s interest in its Oil and Gas Properties at some future time without receiving payment therefor at the time of delivery. As of the dates reflected in the Parent Disclosure Schedule, except as would not be material to the Company and its Subsidiaries, taken as a whole, neither Parent nor any of its Subsidiaries has any production, platform, transportation, production handling, processing, plant, or other imbalance, and no Person has given notice that any such imbalance constitutes all of the relevant Person’s ultimately recoverable reserves from a balancing area. (e) All As of the Xxxxx and all waterdate of this Agreement, CO2, injection there are no authorizations for expenditure or other commitments to make capital expenditures (or series of related authorizations for expenditure or commitments) binding on Parent or any of its Subsidiaries with respect to its or their respective Oil and Gas Properties that are not provided for in the capital expenditures budget of Parent set forth on Section 4.16(e) of the Parent Disclosure Schedule and for which Parent reasonably anticipates will individually require expenditures after the date hereof of greater than $30,000,000 (net to the interest of Parent and its Subsidiaries). (f) All currently-producing xxxxx located and equipment related to Oil and Gas Properties operated by Parent or any of its Subsidiaries are in an operable state of repair, adequate to maintain operations in accordance with past practice, ordinary wear and tear excepted, in all material respects. (g) As of the date hereof, neither Parent nor any of its Subsidiaries has failed to elect to participate in (or affirmatively elected not to participate in) any operation or activity with respect to any of the Oil and Gas Properties owned or held by it (or them, as applicable) which could result in any of such Person’s interest in such Oil and Gas Properties becoming subject to a penalty, premium or forfeiture as a result of such election not to participate, or lack thereof, in such operation or activity that would be material to Parent and its Subsidiaries, taken as a whole, and is not reflected on the Parent Reserve Report. (h) Except as set forth in Section 4.16(h) of the Parent Disclosure Schedule or as would not be material to the Company and its Subsidiaries, taken as a whole,, there are no preferential rights to purchase or required third Person consents with respect to any material Oil and Gas Properties of Parent and or any of its Subsidiaries which may become operable as a result of the transactions contemplated by this Agreement. (i) Section 4.16(i) of the Parent Disclosure Schedule lists all bonds, letters of credit, and other similar credit support instruments maintained by Parent or otherwise associated its Subsidiaries with an or for the benefit of any Governmental Authority or other third Person with respect to its Oil and Gas Property Properties. (j) Except as would not be material to the Company and its Subsidiaries, taken as a whole, all xxxxx included in the Oil and Gas Properties of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, drilled and completed and operated within the limits permitted by all applicable Oil and Gas Leases, contracts, and pooling or unit agreements. Except as described in Section 4.16(h) of the applicable contract entered into by Parent Disclosure Schedule, there are no Xxxxx, other equipment or facilities (i) with respect to which Parent or any Parent Subsidiary has received an order from any Governmental Authority requiring that such Well, equipment or facilities be plugged and abandoned that has not been plugged and abandoned, (ii) that, to the knowledge of Parent, other than Xxxxx that have been fully Decommissioned in accordance with all Applicable Laws, there are no dry holes, or shut in or otherwise inactive Xxxxx, equipment or facilities that Parent or any of its Subsidiaries related is currently obligated by Applicable Law to such xxxxx Decommission, (iii) that, to the knowledge of Parent, have been or are required to be plugged and abandoned but have not been plugged in accordance with applicable LawLaws or (iv) to the knowledge of Parent, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development production and other operations with respect to which Parent or any Parent Subsidiary has any Decommissioning obligations that are required to have been conducted performed and which have not been performed in compliance accordance with all applicable Law except, in each case, Applicable Laws. (k) Except as has not had and would not be reasonably be expected likely to have, individually or in the aggregate, a Parent Material Adverse Effect, there does not exist any pending or, to the knowledge of Parent, threatened, condemnation or eminent domain proceedings that affect any of Parent’s Oil and Gas Properties. (fl) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of (i) Parent and its Subsidiaries have filed with the material applicable government authorities all applications and obtained all licenses, permits and other authorizations required for operations in connection with the Oil and Gas Properties of Properties, and (ii) Parent or and its Subsidiaries is subject have complied with all rules and regulations of any applicable government authority with respect to any preferential purchase, consent or similar right that would become operative as a result of operations in connection with the TransactionsOil and Gas Properties.

Oil and Gas Matters. (a) Except as All rentals, royalties and other burdens on production and expenses relating to or arising from the Debtors’ ownership or operation of the Oil and Gas Properties, the production of Hydrocarbons or the receipt of proceeds therefrom, have been, and are being, paid (timely and before the same become delinquent) by the Debtors, except where the failure to make such payment would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectmaterial adverse effect on the Debtors, taken as a whole. (b) The Debtors have incurred no expenses, and except for property (i) sold have made no commitments to make expenditures in excess of $250,000 in connection with the ownership or otherwise disposed of in the Ordinary Course since the date of the reserve report prepared by XxXxxxx Petroleum Consultants, Ltd. (the “Parent Independent Petroleum Engineers”) relating to Parent interests referred to therein as of December 31, 2020 (the “Parent Reserve Report”) or (ii) reflected in the Parent Reserve Report or in the Parent SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v)), Parent and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report and in each case as attributable to interests owned by Parent and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each operation of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A) entitles Parent (or one or more of its Subsidiariesfollowing the Execution Date, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less other than the net revenue interest share shown routine capital and operating expenditures incurred in the Parent Reserve Report normal operation of all Hydrocarbons produced from such existing xxxxx on the Oil and Gas Properties throughout Properties. (c) There are no Imbalances arising with respect to the productive life of such Oil and Gas Properties, (B) obligates Parent (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, except where such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties and (C) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that Imbalances would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectmaterial adverse effect on the Debtors, the factual, non-interpretive data supplied by Parent to the Parent Independent Petroleum Engineers relating to Parent interests referred to taken as a whole. (d) Except as otherwise reflected in the Parent Reserve ReportReport attached as Section 3.26(d) of the Debtor Disclosure Schedule, there are no Xxxxx located on the Leases or lands covered thereby that: (i) any Debtor is currently obligated (directly or indirectly) by Law or on behalf Contract to incur material costs to plug and abandon; (ii) any Debtor will be obligated (directly or indirectly) by Law or Contract to incur material costs to plug or abandon with the lapse of Parent time or notice or both because the Well is presently not currently capable of producing in commercial quantities; or (iii) have been plugged and its Subsidiaries that was abandoned but have not been plugged in material compliance with all applicable requirements of each regulatory authority having jurisdiction over the Oil and Gas Properties. No Debtor is obligated by virtue of any material take-or-pay payment, advance payment or other similar payment (other than gas balancing arrangements) to such firm’s estimates of proved oil and gas reserves deliver Hydrocarbons, or proceeds from the sale thereof, attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report was, as of at some future time without receiving payment therefor at or after the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report are derived from reports that have been prepared by the Parent Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectdelivery. (ce) Except as would not reasonably be expected to have, individually There exists no material agreements or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person arrangements by or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedings, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or binding upon any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries (and, to Parent’s Knowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from Debtors for the sale of Hydrocarbons produced production from the Oil and Gas Properties (including calls on, or other rights to purchase, production, whether or not the same are currently being exercised) at a fixed price and have a maturity or expiry date of Parent longer than six (6) months from the Execution Date other than agreements or arrangements which are cancelable with 90 days’ notice or less without penalty or detriment. The Debtors are presently receiving payment for all production from (or attributable to) Oil and its Subsidiaries are being received Gas Properties covered by them a production sales contract which is computed in a timely manner or are being contested in good faith through appropriate Proceedings accordance with the terms of such contract, and are not being held in suspense (by Parent, having deliveries of gas from any Oil and Gas Properties subject to a production sales contract curtailed substantially below such property’s delivery capacity. None of the Debtors is taking any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on production from the Oil and Gas Properties in kind and all production is being sold by the operator of Parent the Leases and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and Xxxxx pursuant to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract entered into by Parent or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development production and other operations have been conducted in compliance with all applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectjoint operating agreements. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the Transactions.

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect, Effect and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date dates of the reserve report prepared by XxXxxxx Petroleum ConsultantsNetherland, Ltd. Xxxxxx & Associates, Inc. (the “Parent Company Independent Petroleum Engineers”) relating to Parent the Company interests referred to therein as of December 31, 2020 2016 (the “Parent Company Reserve Report”) or (ii) reflected in the Parent Company Reserve Report or in the Parent Company SEC Documents as having been sold or otherwise disposed of, as of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v))hereof, Parent the Company and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Company Reserve Report (the “Company Oil and Gas Properties”) and in each case as attributable to interests owned by Parent the Company and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parentthe Company’s and/or or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A1) entitles Parent the Company (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Company Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B2) obligates Parent the Company (and/or or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Company Reserve Report for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Company Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties and (C3) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, the factual, non-interpretive data supplied by Parent the Company to the Parent Company Independent Petroleum Engineers relating to Parent the Company interests referred to in the Parent Company Reserve Report, by or on behalf of Parent the Company and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent the Company and its Subsidiaries in connection with the preparation of the Parent Company Reserve Report was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, the oil and gas reserve estimates of Parent the Company set forth in the Parent Company Reserve Report are derived from reports that have been prepared by the Parent Company Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries the Company at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Company Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases that are a part of the Company Oil and Gas Properties (“Company Oil and Gas Leases”) have been properly and timely paid or are being contested in good faith through appropriate Proceedingspaid, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Company Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and paid, (iii) none of Parent the Company or any of its Subsidiaries (and, to Parentthe Company’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Company Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Company Oil and Gas Lease) included in the Company Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all All proceeds from the sale of Hydrocarbons produced from the Company Oil and Gas Properties of Parent and its Subsidiaries are being received by them such selling entities in a timely manner or and no material proceeds from the sale of Hydrocarbons produced from any such Company Oil and Gas Properties are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parentthe Company, any of its Subsidiaries, any third party operator thereof or any other PersonPerson or individual) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract entered into by Parent or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development production and other operations have been conducted in compliance with all applicable Law except, in each case, except as would not reasonably be expected to have, individually or reported in the aggregate, a Parent Material Adverse EffectCompany SEC Documents. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the Transactions.

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, Effect and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date dates of the reserve report prepared by XxXxxxx Petroleum ConsultantsXxxxx Xxxxx Company, Ltd. L.P. (the “Parent Independent Petroleum Engineers”) relating to the Parent interests referred to therein as of December 31, 2020 2016 (the “Parent Reserve Report”) or (ii) reflected in the Parent Reserve Report or in the Parent SEC Documents as having been sold or otherwise disposed of, as of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v))hereof, Parent and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report and in each case as attributable to interests owned by Parent and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s and/or or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A1) entitles Parent (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B2) obligates Parent (and/or or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties and (C3) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent to the Parent Independent Petroleum Engineers relating to the Parent interests referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report are derived from reports that have been prepared by the Parent Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any such Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedingspaid, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and paid, (iii) none of Parent or any of its Subsidiaries (and, to the Parent’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract entered into by Parent or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development production and other operations have been conducted in compliance with all applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the Transactions.

Oil and Gas Matters. (a) Except The Company has furnished to Parent true and complete copies of the most recent reports estimating the proved oil and gas reserves of Peoples Energy Production Company (the “E&P Sub”) with respect to the E&P Sub’s Will-Drill Properties, Gulf Coast Properties, Texas and Louisiana Properties, New Mexico and North Dakota Properties and South Texas Properties, as would not reasonably be expected prepared by the respective independent petroleum engineering firms named therein (collectively, the “Company Reserve Reports”). The factual, non-interpretive data on which the Company Reserve Reports were based for purposes of estimating the oil and gas reserves set forth in the Company Reserve Reports was accurate in all material respects. The oil and gas properties described in the Company Reserve Reports (the “Oil and Gas Properties”) are the E&P Sub’s only material properties and assets. (b) All operated producing oil and gas xxxxx included in the Company Reserve Reports have been operated and produced and, to havethe knowledge of the Company, drilled, in accordance with generally accepted oil and gas field practices, except where failures to operate, produce and drill in accordance with such practices, individually or in the aggregate, a Parent Material Adverse Effect, have not had and except for property (i) sold or otherwise disposed of in the Ordinary Course since the date of the reserve report prepared by XxXxxxx Petroleum Consultants, Ltd. (the “Parent Independent Petroleum Engineers”) relating to Parent interests referred to therein as of December 31, 2020 (the “Parent Reserve Report”) or (ii) reflected in the Parent Reserve Report or in the Parent SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v)), Parent and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report and in each case as attributable to interests owned by Parent and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A) entitles Parent (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B) obligates Parent (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties and (C) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent to the Parent Independent Petroleum Engineers relating to Parent interests referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report are derived from reports that have been prepared by the Parent Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) Except as would All proceeds from the sale of crude oil, natural gas liquids and other hydrocarbons produced from crude oil and natural gas (“Hydrocarbons”) produced from the Oil and Gas Properties are being received by the E&P Sub in a timely manner and are not reasonably be expected being held in suspense for any reason, except where failures to havereceive such proceeds or the holding in suspense of such proceeds, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins have not had and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedings, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries (and, to Parent’s Knowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries. (d) Except as would not reasonably be expected to havehave a Company Material Adverse Effect. (d) The E&P Sub has not received any advance, take-or-pay or other similar payments that entitle purchasers of production to receive deliveries of Hydrocarbons without paying therefor, and, on a net, company-wide basis, the E&P Sub is neither underproduced nor overproduced, in either case, under gas balancing or similar arrangements, except where receipt of such payments entitling purchasers to receive deliveries without paying therefor or the E&P Sub being underproduced or overproduced under gas balancing or similar arrangements, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil has not had and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract entered into by Parent or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development production and other operations have been conducted in compliance with all applicable Law except, in each case, as would not reasonably be expected to havehave a Company Material Adverse Effect. (e) The oil and gas leases and other agreements (collectively, the “Oil and Gas Agreements”) that provide the E&P Sub with operating rights in the Oil and Gas Properties are legal, valid and binding and in full force and effect, and the rentals, royalties and other payments due thereunder have been properly and timely paid and there is no existing default, breach or violation (or event that, with notice or lapse of time or both, would become a default, breach or violation) under any Oil and Gas Agreement, except where failure to be legal, valid and binding and in full force and effect and such defaults, breaches and violations, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect. (f) Except as would not reasonably be expected No claim, notice or order from any Governmental Entity or other person has been received by the Company or the E&P Sub, or, to havethe knowledge of the Company, threatened against the E&P Sub, due to Hydrocarbons production in excess of allowables or similar violations that could result in curtailment of production from any unit or oil and gas properties of the E&P Sub, except any such violations that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the Transactions.

Oil and Gas Matters. (a) Except as would not reasonably be expected to haveas, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, and except for property (i) property sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report letter prepared by XxXxxxx Petroleum ConsultantsNetherland, Ltd. Xxxxxx & Associates, Inc. (the “Parent Independent Petroleum Engineers”) auditing Parent’s internally prepared reserve report relating to Parent interests referred to therein as of December 31, 2020 2019 (the “Parent Reserve ReportReport Letter”) or ), (ii) property reflected in the Parent Reserve Report Letter or in the Filed Parent SEC Documents as having been sold or otherwise disposed of (of, other than sales sales, exchanges, swaps or dispositions after the date hereof in accordance with Section 6.1(b)(v))5.1(b) or (iii) Oil and Gas Leases that have expired or terminated in accordance with the terms thereof on a date on or after the date hereof, Parent and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report Letter and in each case as attributable to interests owned (or purported to be held or owned) by Parent and each of its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s and/or or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the ClosingClosing Date) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A1) entitles Parent (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report Letter of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas PropertiesProperties except, in each case, for (x) any decreases in connection with those operations in which Parent or any of its Subsidiaries may elect after the date hereof to be a non-consenting co-owner, (By) any decreases resulting from the establishment or amendment, after the date hereof, of pools or units, and (z) decreases required to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries, (2) obligates Parent (and/or or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report Letter for such Oil and Gas Properties except, in each case, for (other than any positive differences in such percentagex) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties increases that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties, and (y) increases resulting from contribution requirements with respect to defaulting or non-consenting co-owners under applicable operating agreements or Laws that are accompanied by a proportionate (or greater) net revenue interest in such Oil and Gas Properties and (C3) is free and clear of all Encumbrances (other than Liens, defects and imperfections, except for Permitted Encumbrances)Liens and Liens, defects and imperfections which, individually or in the aggregate, would not reasonably be expected to materially impair the continued use and operation of the Oil and Gas Properties to which they relate in the conduct of business of Parent and each of its Subsidiaries as presently conducted. (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent to the Parent Independent Petroleum Engineers relating to Parent interests referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries for purposes of auditing Parent’s internally prepared reserve report and preparing the Parent Reserve Report Letter that was material to such firm’s audit of Parent’s internally prepared estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report Letter was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report Letter are derived from reports that have been prepared by the Parent Independent Petroleum Engineersin accordance with customary industry practices, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that Letter that, individually or in the aggregate, has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as as, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all delay rentals, shut-ins in royalties and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases of Parent or any of its Subsidiaries have been properly and timely paid or are being contested in good faith through appropriate Proceedingspaid, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid (other than any in each case, except such Production Burdens that (x) as are being currently paid prior to delinquency in the ordinary course of business, (y) currently held in as suspense by Parent funds or its Subsidiaries in accordance with applicable Law(z) the amount or are validity of which is being contested in good faith through by appropriate Proceedings proceedings and for which appropriate reserves have been established) and (iii) none of Parent or any of its Subsidiaries (and, to Parent’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries. (d) Except as as, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from attributable to Parent’s and its Subsidiaries’ interests in the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties Leases of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract contracts entered into by Parent or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development development, production and other operations have been conducted in compliance with all applicable Law except, in each case, as individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (f) Except as would not reasonably be expected to haveas, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the consummation of the Transactions. (g) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, to Parent’s knowledge, there are no Xxxxx that constitute a part of Parent’s or its Subsidiaries’ Oil and Gas Properties for which Parent or any of its Subsidiaries has received a notice, claim, demand or order from any Governmental Entity notifying, claiming, demanding or requiring that such Well(s) be temporarily or permanently plugged and abandoned that remains pending or unresolved. (h) As of the date of this Agreement, there is no outstanding authorization for expenditure or similar request or invoice for funding or participation under any agreement or contract which are binding on Parent, its Subsidiaries or any of Parent’s or its Subsidiaries’ Oil and Gas Properties and which Parent reasonably anticipates will individually require expenditures by Parent or its Subsidiaries in excess of $10,000,000 (net to Parent’s or its Subsidiaries’ interest).

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of specified in the reserve report prepared by XxXxxxx Petroleum Consultants, Ltd. (the “Parent Independent Petroleum Engineers”) Reserve Engineer relating to Parent Parent’s interests referred to therein and dated as of December 31, 2020 2022 (the “Parent Reserve Report”) or (ii) reflected in the Parent Reserve Report or in the Parent SEC Reporting Documents as having been sold or otherwise disposed of (other than sales or dispositions transactions effected after the date hereof in accordance with Section 6.1(b)(v6.2(b)(v)), Parent and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report and in each case as attributable to interests owned by Parent and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s or one and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) beneficially or of record with any applicable Governmental Entity that (A1) entitles Parent (or and/or one or more of its Subsidiaries, as applicable) ), to receive (after satisfaction of all Production Burdens applicable thereto)receive, not less than the net revenue positive difference between (x) the company interest share shown in the Parent Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties less (y) all Production Burdens shown in the Parent Reserve Report for such Oil and Gas Properties, throughout the productive life of such Oil and Gas PropertiesProperties (other than decreases in connection with operations in which Parent and/or its Subsidiaries may be a non-consenting co-owner, decreases resulting from reversion of interests to co-owners with respect to operations in which such co-owners elected not to consent, decreases resulting from the establishment of pools or units, and decreases required to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries, in each case, to the extent occurring after the date of the Parent Reserve Report), and (B2) obligates Parent (and/or one or more of its Subsidiaries, as applicable) to bear (x) Production Burdens that are no greater than the Production Burdens shown on the Parent Reserve Report for such Oil and Gas Properties, and (y) where applicable, a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest share shown on the Parent Reserve Report for such Oil and Gas Properties (other than any positive differences in difference between such percentage) percentage and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in percentage of Hydrocarbons produced from such Oil and Gas Properties and (C) that Parent is free and clear of all Encumbrances (other than Permitted Encumbrancesentitled to receive). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent to the Parent Independent Petroleum Reserve Engineers relating to Parent interests referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report was, as of the time providedprovided (or modified or amended prior to the issuance of the Parent Reserve Reports), accurate in all respects. To Parent’s Knowledgeknowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Reserve Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report are derived from reports that have been prepared by the Parent Independent Petroleum Reserve Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines Canadian Securities Laws applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith in the ordinary course of business and through appropriate Proceedingsproceedings, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid or contested in good faith in the ordinary course of business and through appropriate proceedings (other than any such Production Burdens that which are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries (and, to Parent’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas LeaseLease or cause such Oil and Gas Lease to expire or terminate) included in the Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are (other than those being contested in good faith in the ordinary course of business and through appropriate Proceedings proceedings) and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties Leases of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge knowledge of Parent, all such other xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract Oil and Gas Lease(s), the applicable Contracts entered into by Parent or any of its Subsidiaries related to such Xxxxx and such other xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment, if applicable) of such Xxxxx and such other xxxxx that were drilled and all related development production completed (and other operations plugged and abandoned, if applicable) by Parent or its Subsidiaries have been conducted in compliance with all such applicable Oil and Gas Lease(s), Contracts and applicable Law except, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There are no xxxxx that constitute a part of the Oil and Gas Properties of Parent and its Subsidiaries of which the Company or a Subsidiary has received a written notice, claim, demand or order from any Governmental Entity notifying, claiming, demanding or requiring that such well(s) be temporarily or permanently plugged and abandoned. (f) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all Oil and Gas Properties operated by Parent or its Subsidiaries (and, to the knowledge of Parent, all Oil and Gas Properties owned or held by Parent or any of its Subsidiaries and operated by a third party) have been operated as a reasonably prudent operator in accordance with its past practices. (g) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, consent tag-along, right of first refusal, right of first offer, purchase option, Consent or similar right that would become operative as a result of the entry into (or the consummation of) the Transactions. (h) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries has elected not to participate in any operation or activity proposed with respect to any of the Oil and Gas Properties owned or held by it (or them, as applicable) that could result in a penalty or forfeiture as a result of such election not to participate in such operation or activity that would be material to Parent and its Subsidiaries, taken as a whole and is not reflected in the Parent Reserve Reports. (i) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, with respect to Oil and Gas Properties operated by Parent and its Subsidiaries, all currently producing Xxxxx and all tangible equipment included therein, used in connection with the operation thereof or otherwise primarily associated therewith (including all buildings, plants, structures, platforms, pipelines, machinery, vehicles and other rolling stock) are in a good state of repair and are adequate and sufficient to maintain normal operations in accordance with past practices (ordinary wear and tear excepted). (j) As of the date of this Agreement, there are no authorizations for expenditure or other commitments to make capital expenditures (or series of related authorizations for expenditure or commitment) binding on Parent or any of its Subsidiaries with respect to its or their respective Oil and Gas Properties for which such operations have not been completed that Parent reasonably anticipates will individually require expenditures of greater than $5,000,000.

Oil and Gas Matters. (a) OIL AND GAS CONTRACTS AND LEASES. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and except for property set forth on SCHEDULE 5.14(A): (i) sold or otherwise disposed of in the Ordinary Course since the date All of the reserve report prepared by XxXxxxx Petroleum Consultants, Ltd. (the “Parent Independent Petroleum Engineers”) relating to Parent interests referred to therein as of December 31, 2020 (the “Parent Reserve Report”) or (ii) reflected in the Parent Reserve Report or in the Parent SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v)), Parent and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report and in each case as attributable to interests owned by Parent and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A) entitles Parent (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B) obligates Parent (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties and (C) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent to the Parent Independent Petroleum Engineers relating to Parent interests referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report are derived from reports that have been prepared by the Parent Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedings, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries (and, to Parent’s Knowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned Interests are in full force and effect (insofar as such Leases cover the lands and depths described on SCHEDULE 1.1) and are the valid and legally binding obligations of the parties to those agreements and are enforceable in all material respects in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization, moratorium, or held other similar laws affecting creditors' rights generally and by Parent general principles of equity relating to enforceability; (ii) Neither the Company nor any Subsidiary is in breach or default with respect to any of its Subsidiariesmaterial representations, warranties or obligations pursuant to any of the Oil and Gas Contracts or with respect to any regulations incorporated in or governing the Oil and Gas Contracts; (iii) No lessor under any of the Leases included in the Oil and Gas Interests has notified the Company that such lessor considers any lease to be terminated or in default or other jeopardy because of lessee's failure to perform. To the Company's best knowledge, all payments (including without limitation royalties, delay rentals, shut-in royalties, payments due under unit or operating agreements) due under the Leases included in the Oil and Gas Interests and relating to the lands described on SCHEDULE 1.1 have been properly and timely made (except to the extent that the failure to make any such payment would not have a material adverse affect on the ownership, use or value of such Interest), all conditions necessary to keep such Leases in force as to the lands and depths described on SCHEDULE 1.1 have been fully performed and no notices have been received by the Company or any Subsidiary of any claim to the contrary; (iv) To the Company's best knowledge, there are no material obligations to engage in continuous development operations in order to maintain any Lease included in the Oil and Gas Interests in full force and effect as to the lands and depths described on SCHEDULE 1.1; (v) The execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions as contemplated hereby and thereby will not result in a breach of, constitute a default under, result in a violation of or entitle any party to a right of first refusal or preferential right to purchase under any of the Oil and Gas Contracts relating to the Oil and Gas Interests; and (vi) The Company and its Subsidiaries have fulfilled, or will fulfill within the applicable time periods, all material requirements for filings, certificates, disclosures of parties in interest and other similar matters contained in (or otherwise, by law, rule or regulation, applicable to) the Leases included in the Oil and Gas Interests and are fully qualified to own and hold all such Leases. (db) OIL AND GAS OPERATIONS. Except as would set forth on SCHEDULE 5.14(B): (i) The Oil and Gas Interests operated by the Company and its Subsidiaries are being developed, operated and maintained in material compliance with the Oil and Gas Contracts and to the Company's best knowledge, the Oil and Gas Interests operated by third parties are being developed, operated and maintained in material compliance with the Oil and Gas Contracts. In operating the Interests, the Company and its Subsidiaries are not reasonably be expected dependent on the right to haveuse the property of others, individually except under valid and enforceable agreements, rights or other arrangements included in the Oil and Gas Contracts; (ii) Since January 1, 1997, neither the Company nor any of its Subsidiaries has operated or in any manner dealt with, incurred obligations with respect to, or undertaken any transactions relating to, the aggregateOil and Gas Interests other than in the ordinary course of business consistent with past practice or other than sales of property in any single transaction having a value of less than $100,000, and the Oil and Gas Interests have not suffered any material destruction, damage, or loss (except depreciation of equipment through ordinary wear and tear and depletion through ordinary production) not covered by insurance; (iii) There are no outstanding authorities for expenditures covering work in progress or work not yet started covering the Interests other than in the ordinary course of business of the Company and its Subsidiaries; and (iv) No condition, obligation or other circumstance, including any prior overproduction under a Parent Material Adverse Effectgas balancing agreement, all not reflected in the Reserve Report, exists that could materially adversely affect the right of the Company or any Subsidiary to receive its full share of production and full payment of proceeds from the sale of Hydrocarbons produced from any Oil and Gas Interests. (c) NO REVERSIONARY INTERESTS. Except as set forth on SCHEDULE 5.14(C) or as reflected in the Reserve Report, the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and Interests are not being held subject to any reversionary, back-in suspense (by Parentor similar rights, any the exercise of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and which would reduce the receipt of division orders for execution for recently drilled Xxxxx. (e) All Net Revenue Interests of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract entered into by Parent Company or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development production and other operations have been conducted in compliance with all applicable Law except, in each case, as would not reasonably be expected to have, individually or in less than the aggregate, a Parent Material Adverse EffectNet Revenue Interests set forth on SCHEDULE 1.1. (fd) SALES AND TRANSPORTATION AGREEMENTS. Except as would not reasonably be expected set forth on SCHEDULE 5.14(D), (i) there are no material crude oil and condensate sales, arrangements or gas purchase and sales agreements or division orders relating to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Oil and Gas Properties of Parent Interests (collectively "Sales Agreements"), and no material transportation agreements relating to the Oil and Gas Interests that cannot be terminated by the Company or any Subsidiary upon sixty (60) days' or less notice without penalty or detriment to the Company and its Subsidiaries is subject and (ii) there are no Sales Agreements pursuant to any preferential purchase, consent or similar right that would become operative as a result of which Hydrocarbons are being sold at less than the Transactionsprevailing market price therefor.

Oil and Gas Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect, Effect and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report reports prepared by XxXxxxx Petroleum ConsultantsNetherland, Ltd. Sxxxxx & Associates, Inc. and Rxxxx Xxxxx Company, L.P. (together, the “Parent Company Independent Petroleum Engineers”) relating to Parent the Company interests referred to therein as of December 31, 2020 (the “Parent Company Reserve Report”) or (ii) reflected in the Parent Company Reserve Report or in the Parent Company SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v7.01(h)), Parent the Company and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Company Reserve Report and in each case as attributable to interests owned by Parent the Company and its Subsidiaries, free and clear of any EncumbrancesLiens, except for Permitted EncumbrancesLiens. For purposes of the foregoing sentence, “good and defensible title” means that Parentthe Company’s and/or or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A1) entitles Parent the Company (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Company Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B2) obligates Parent the Company (and/or or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Company Reserve Report for such Oil and Gas Properties (other than any positive differences Properties, except increases in such percentage) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties Properties, and (C3) is free and clear of all Encumbrances Liens (other than Permitted EncumbrancesLiens). (b) Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, the factual, non-interpretive data supplied by Parent or on behalf of the Company to the Parent Company Independent Petroleum Engineers relating to Parent the Company interests referred to in the Parent Company Reserve Report, by or on behalf of Parent the Company and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent the Company and its Subsidiaries in connection with the preparation of the Parent Company Reserve Report was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, the oil and gas reserve estimates of Parent the Company set forth in the Parent Company Reserve Report are derived from reports that have been prepared by the Parent Company Independent Petroleum EngineersEngineers in accordance with customary industry practices, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries the Company at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Company Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedingspaid, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent the Company or any of its Subsidiaries (and, to Parentthe Company’s Knowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, (i) all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent the Company and its Subsidiaries are being received by them in a timely manner or are (other than those being contested in good faith through appropriate Proceedings in the ordinary course of business) and (ii) other than in the ordinary course of business, are not being held in suspense (by Parentthe Company, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx). (ei) All of the Xxxxx Wxxxx and all water, CO2, injection or other xxxxx Wxxxx located on the Oil and Gas Properties Leases of Parent the Company and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent the Company or its Subsidiaries that were drilled and completed by Parent Company or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, Subsidiaries have been drilled, completed and operated within the limits permitted by the applicable contract Oil and Gas Lease(s), the applicable contracts entered into by Parent the Company or any of its Subsidiaries related to such xxxxx Wxxxx and in accordance with applicable Law, Law and (ii) all drilling and completion (and plugging and abandonment) of such xxxxx Wxxxx that were drilled and all related development production completed (and other operations plugged and abandoned) by Company or its Subsidiaries have been conducted in compliance with all such applicable Oil and Gas Lease(s), contracts and applicable Law except, in each casecase of clause (i) and (ii), as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, none of the material Oil and Gas Properties of Parent the Company or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of (i) execution of this Agreement or (ii) the TransactionsClosing. (g) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, as of the date hereof, there are no Wxxxx that constitute Oil and Gas Properties for which Company or any of its Subsidiaries has received a written notice, claim, demand or order from any Governmental Authority notifying, claiming, demanding or requiring that such Well(s) be temporarily or permanently plugged and abandoned that remains pending or unresolved. (h) Except as contemplated by the O&C Budget, as of the date of this Agreement, there is no outstanding authorization for expenditure or similar request or invoice for funding or participation under any agreement or contract which are binding on the Oil and Gas Properties and which Company reasonably anticipates will individually require expenditures by Company or its Subsidiaries in excess of $5,000,000 (net to Company’s or its Subsidiaries’ interest).

Oil and Gas Matters. (a) Except as would not reasonably be expected to haveTo the knowledge of the Sellers, individually or all operations regarding the Tangibles and all operations on the Lands have been conducted in accordance with prudent oil and gas practices and all Applicable Laws. (b) To the aggregate, a Parent Material Adverse Effect, and except for property Sellers’ knowledge: (i) sold or otherwise disposed of in the Ordinary Course since the date except for royalty oil taken in-kind, none of the reserve report prepared by XxXxxxx Company or its Subsidiaries is obligated to deliver any Petroleum Consultants, Ltd. Substances produced from or allocated to the Lands (or lands pooled or unitized therewith) after the “Parent Independent Petroleum Engineers”) relating to Parent interests referred to therein as of December 31, 2020 (the “Parent Reserve Report”) or Closing Date without receiving full payment therefor; (ii) reflected in none of the Parent Reserve Report Company or in its Subsidiaries is obligated by virtue of a prepayment arrangement, under any contract or arrangement for the Parent SEC Documents as having been sold or otherwise disposed provision of (other than sales or dispositions services, to provide services at some future time after the date hereof in accordance with Section 6.1(b)(v)), Parent and Closing Date without then or thereafter receiving full payment therefor; (iii) none of the Company or its Subsidiaries is subject to any agreement or other instrument requiring the repayment of payments previously made by buyers of Petroleum Substances produced from or allocated to the Lands (or lands pooled or unitized therewith) for volumes not delivered to such buyers; (iv) neither the Company nor its Subsidiaries have good received any written notices and defensible title the lessee to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report and in each case as attributable whom notices are required to interests owned by Parent and its Subsidiaries, free and clear of be sent has not received any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means notices that Parent’s and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each any of the Oil and Gas Properties held Leases are subject to any accrued drilling or owned by them off-set obligations which have not been satisfied or permanently waived; (v) all lessor royalties have been timely paid or delivered, including those payable to the Crown, with respect to all production or sale of Petroleum Substances produced from or allocated to the Lands (or purported to be held lands pooled or owned unitized therewith) and all filings in respect of such royalties have been properly made in accordance with Applicable Laws or agreements; (vi) none of the Xxxxx have been produced in excess of applicable production allowables imposed by them) that (A) entitles Parent (Applicable Laws since Sellers, the Company, its Subsidiaries or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown Related Predecessors in Title acquired interests in the Parent Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout Assets and the productive life of such Xxxxx are not subject to any production penalty; and (vii) except as listed in the Disclosure Schedule, the Oil and Gas PropertiesAssets are not subject to any area of mutual interest or similar agreement. (c) Neither the Company, its Subsidiaries nor Related Predecessors in Title have entered into any, and to the knowledge of the Sellers and the Company there are no, agreements or arrangements (Bcommonly known as a gas balancing, swap, over-production or underlift overlift agreements or arrangements) obligates Parent (and/or one which are among two or more Persons owning interests in a portion of the Lands or lands pooled or unitized therewith, nor to the knowledge of the Sellers and the Company has there been any circumstance or case whereby one of such Persons has taken, or may hereafter take, a share of the production of Petroleum Substances from such lands greater than it would otherwise be entitled to by virtue of its Subsidiaries, as applicable) interest in such Lands and which excess taking entitles the other Persons to bear a percentage credit in respect of subsequent production from such lands by which the Company or its Subsidiaries is bound and which pertain to any of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas PropertiesAssets; (d) Neither the Company, of its Subsidiaries nor Related Predecessors in Title has received notice from any Person claiming an interest in, or that it is not greater than the working interest shown on beneficial owner of, the Parent Reserve Report for such interests in the Oil and Gas Properties (other than any positive differences Assets claimed by the Company, its Subsidiaries or Related Predecessors in such percentage) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase Title as set forth in the net revenue interest in Property Schedule and to Seller’s knowledge no such Oil and Gas Properties and (C) claim been threatened or is free and clear of all Encumbrances (other than Permitted Encumbrances)pending. (be) Except for any such matters that would not reasonably be expected to have, individually or as set forth in the aggregate, a Parent Material Adverse EffectDisclosure Schedule there are no authorizations for expenditure or similar approvals approved by Sellers, the factualCompany, non-interpretive data supplied by Parent to the Parent Independent Petroleum Engineers relating to Parent interests referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable or Related Predecessors in Title with respect to the Oil and Gas Properties Assets for amounts in which the Company’s, its Subsidiaries’ or Related Predecessors’ in Title expenditure is in excess of Parent and $100,000 for which the Company, its Subsidiaries or Related Predecessors in connection with the preparation of the Parent Reserve Report was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith Title have not been completely billed and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report there are derived from reports that have been prepared by the Parent Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedings, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens outstanding cash calls with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries (and, to Parent’s Knowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of Assets for amounts in which the Company’s, its Subsidiaries. (d) Except as would not reasonably be expected to have, individually ’ or Related Predecessors’ in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale Title expenditure is in excess of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract entered into by Parent or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development production and other operations have been conducted in compliance with all applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect$100,000. (f) Except as would not reasonably be expected to have, individually or listed in the aggregate, a Parent Material Adverse EffectSchedule 3.2.19(f), none of the material Oil and Gas Properties of Parent or Tangibles which are operated by the Company, its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as Related Predecessors in Title are leased on or after the Effective Date at a result monthly lease rental payment in excess of the Transactions$10,000.

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of (A) the reserve report prepared by XxXxxxx Petroleum ConsultantsXxxxxxx X. Xxxx & Associates, Ltd. Inc. (in such capacity, the “Parent Company Independent Petroleum Engineers”) relating to Parent interests the Oil and Gas Properties referred to therein as of December 31, 2020, as updated and supplemented to reflect the acquisition of Xxxxxxx Merger Sub LLC (successor to Mid-Con Energy Partners, LP) and its subsidiaries (collectively, “Mid-Con”) and the Oil and Gas Properties held by Mid-Con as of December 31, 2020 (the “Parent Independent Company Reserve Report”) or and (B) the reserve report prepared by Grizzly relating to and covering the Oil and Gas Properties acquired by the Company and/or its Subsidiaries from Grizzly Operating, LLC (“Grizzly” and such Oil and Gas Properties, the “Grizzly Oil and Gas Properties”), with such reserve estimates being as of December 31, 2020 (the “Grizzly Reserve Report” and collectively with the Independent Company Reserve Report, the “Company Reserve Reports”), (ii) reflected in the Parent Company Reserve Report Reports or in the Parent Company SEC Documents as having been sold or otherwise disposed of by the Company and/or its Subsidiaries (other than permitted sales or dispositions after the date hereof in accordance with Section 6.1(b)(v)), Parent or (iii) Oil and Gas Leases that have expired or terminated in accordance with the terms thereof on a date on or after the date hereof and as set forth on Schedule 4.17(a) of the Company Disclosure Letter, the Company and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Company Reserve Report Reports and in each case as attributable to interests owned by Parent the Company and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. The Company Reserve Reports reflect and include all Oil and Gas Properties held or owned by the Company and/or its Subsidiaries after giving effect to the acquisition of Mid-Con and the Grizzly Oil and Gas Properties. For purposes of the foregoing sentence, “good and defensible title” means that Parentthe Company’s and/or or one or more of its Subsidiaries’, as applicable, record and/or beneficial title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A1) entitles Parent the Company (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Company Reserve Report Reports of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas PropertiesProperties except, in each case, for (x) any decreases in connection with those operations in which the Company or any of its Subsidiaries may elect after the date hereof to be a non-consenting co-owner, (By) any decreases resulting from the establishment or amendment, after the date hereof, of pools or units, and (z) decreases required to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries, (2) obligates Parent the Company (and/or or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Company Reserve Report Reports for such Oil and Gas Properties (other than any positive differences in difference between such percentage) actual percentage and the applicable working interest shown on the Parent Company Reserve Report Reports for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties Properties) and (C3) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, the factual, non-interpretive data supplied by Parent (i) the Company to the Parent Company’s Independent Petroleum Engineers relating to Parent the Company interests referred to in the Parent Independent Company Reserve Report, by or on behalf of Parent the Company and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent the Company and its Subsidiaries in connection with the preparation of the Parent Independent Company Reserve Report was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries and (ii) Grizzly relating to the Parent Independent Petroleum Engineers Company interests referred to in the Grizzly Reserve Report, by or on behalf of Grizzly and its affiliates that was material to Grizzly’s estimates of proved oil and gas reserves attributable to the Grizzly Oil and Gas Properties in connection with its the preparation of the Parent Grizzly Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at Report was, as of the time such assumptions or estimates were madeprovided, accurate. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, the oil and gas reserve estimates of Parent the Company and its Subsidiaries (A) set forth in the Parent Independent Company Reserve Report are derived from reports that have been prepared by the Parent Company Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, reflect the oil and gas reserves of Parent the Company (other than the oil and its Subsidiaries gas reserves attributable to the Grizzly Oil and Gas Properties) at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved and (B) set forth in the Grizzly Reserve Report are derived from reports that have been prepared by or on behalf of Grizzly, and such reserve estimates fairly reflect the oil and gas reserves of the Grizzly Oil and Gas Properties at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Company Reserve Report that would reasonably be expected to haveReports that, individually or in the aggregate, has had or would reasonably be expected to have a Parent Company Material Adverse Effect. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedingspaid, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries have been timely and properly paid or contested in good faith in the ordinary course of business (other than any such Production Burdens that (x) as are being currently paid prior to delinquency in the ordinary course of business, (y) which are being held in suspense by Parent the Company or its Subsidiaries in accordance with applicable Law, or (z) the amount or are validity of which is being contested in good faith through by appropriate Proceedings proceedings and for which appropriate reserves have been established) and (iii) none of Parent the Company or any of its Subsidiaries (and, to Parentthe Company’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent the Company and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parentthe Company, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties Leases of Parent the Company and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent the Company or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract Oil and Gas Lease(s), the applicable contracts entered into by Parent the Company or any of its Subsidiaries related to such xxxxx Xxxxx and in accordance with applicable LawLaw and the Company Permits, and all drilling and completion (and plugging and abandonment) of such xxxxx Xxxxx and all related development development, production and other operations have been conducted in compliance with all such applicable Oil and Gas Lease(s), contracts and applicable Law and the Company Permits except, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (f) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, none of the material Oil and Gas Properties of Parent the Company or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the Transactions. (g) Following the consummation of the Transactions, all bonds or other financial assurances held by the Company or its Subsidiaries or issued for the benefit of any thereof that are required for the Company or such Subsidiaries to own and operate the Oil and Gas Properties that it currently owns and operates will remain in place for the benefit of the Surviving Corporation or the Surviving Entity.

Oil and Gas Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report prepared by XxXxxxx Petroleum ConsultantsNetherland, Ltd. Sxxxxx & Associates, Inc. (the “Parent Independent Petroleum Engineers”) relating to Parent interests referred to therein as of December 31, 2020 (the “Parent Reserve Report”) or (ii) reflected in the Parent Reserve Report or in the Parent SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v6.2(b)(v)), Parent and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report and in each case as attributable to interests owned by Parent and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s or one and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) beneficially or of record with any applicable Governmental Entity that (A1) entitles Parent (or and/or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (Bother than decreases in connection with operations in which the Parent and/or its Subsidiaries may be a non-consenting co-owner, decreases resulting from reversion of interests to co-owners with respect to operations in which such co-owners elected not to consent, decreases resulting from the establishment of pools or units, and decreases required to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries; in each case, to the extent occurring after the date of the Parent Reserve Report) (2) obligates Parent (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report for such Oil and Gas Properties (other than any positive differences in difference between such percentage) actual percentage and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties Properties) and (C3) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent to the Parent Independent Petroleum Engineers relating to Parent interests referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report was, as of the time providedprovided (or modified or amended prior to the issuance of the Company Reserve Reports), accurate in all respects. To Parent’s Knowledgeknowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report are derived from reports that have been prepared by the Parent Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedingsin the ordinary course of business, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid or contested in good faith in the ordinary course of business (other than any such Production Burdens that which are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries (and, to Parent’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries. To the Parent’s knowledge, Schedule 5.17(c) of the Parent Disclosure Letter sets forth all the material Oil and Gas Leases where the primary term thereof is scheduled to expire by the express terms of such Oil and Gas Lease at any time in the twelve (12)-month period immediately following the date of this Agreement. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are (other than those being contested in good faith through appropriate Proceedings in the ordinary course of business) and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled XxxxxWxxxx. (e) All of the Xxxxx Wxxxx and all water, CO2, injection or other xxxxx wxxxx located on the Oil and Gas Properties Leases of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, Subsidiaries have been drilled, completed and operated within the limits permitted by the applicable contract Oil and Gas Lease(s), the applicable Contracts entered into by Parent or any of its Subsidiaries related to such xxxxx Wxxxx and such other wxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment, if applicable) of such xxxxx Wxxxx and all related development production such other wxxxx that were drilled and other operations completed (and plugged and abandoned, if applicable) by Parent or its Subsidiaries have been conducted in compliance with all such applicable Oil and Gas Lease(s), Contracts and applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all Oil and Gas Properties operated by Parent or its Subsidiaries (and, to the knowledge of Parent, all Oil and Gas Properties owned or held by Parent or any of its Subsidiaries and operated by a third party) have been operated as a reasonably prudent operator in accordance with its past practices. (g) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, tag-along, right of first refusal, consent or similar right that would become operative as a result of the entry into (or the consummation of) the Transactions. (h) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries has elected not to participate in any operation or activity proposed with respect to any of the Oil and Gas Properties owned or held by it (or them, as applicable) that could result in a penalty or forfeiture as a result of such election not to participate in such operation or activity that would be material to Parent and its Subsidiaries, taken as a whole and is not reflected in the Parent Reserve Reports. (i) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and to the knowledge of Parent as of the date of this Agreement, Schedule 5.17(i) of the Parent Disclosure Letter lists, as of December 31, 2020, all transportation, plant, production and other imbalances and overlifts with respect to Hydrocarbon production from the Oil and Gas Properties of Parent and its Subsidiaries. (j) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, with respect to Oil and Gas Properties operated by Parent and its Subsidiaries, all currently producing Wxxxx and all tangible equipment included therein, used in connection with the operation thereof or otherwise primarily associated therewith (including all buildings, plants, structures, platforms, pipelines, machinery, vehicles and other rolling stock) are in a good state of repair and are adequate and sufficient to maintain normal operations in accordance with past practices (ordinary wear and tear excepted). (k) As of the date of this Agreement, there are no authorizations for expenditure or other commitments to make capital expenditures (or series of related authorizations for expenditure or commitments) binding on Parent or any of its Subsidiaries with respect to its or their respective Oil and Gas Properties that Parent reasonably anticipates will individually or in the aggregate require expenditures after the Effective Time of greater than $1,000,000.

Oil and Gas Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the Ordinary Course since the date of the reserve report reports prepared by XxXxxxx Petroleum ConsultantsXxxxx Xxxxx Company, Ltd. L.P., (collectively, the “Parent Company Independent Petroleum Engineers”) relating to Parent the Company interests referred to therein as of December 31, 2020 2019 (the “Parent Company Reserve ReportReports”) or (ii) reflected in the Parent Company Reserve Report Reports or in the Parent Company SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v)), Parent the Company and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Company Reserve Report Reports and in each case as attributable to interests owned by Parent the Company and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parentthe Company’s and/or or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A1) entitles Parent the Company (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Company Reserve Report Reports of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B2) obligates Parent the Company (and/or or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Company Reserve Report Reports for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties increases that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties Properties) and (C3) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that that, individually or in the aggregate, do not have and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, the factual, non-interpretive data supplied by Parent the Company to the Parent Company Independent Petroleum Engineers relating to Parent the Company interests referred to in the Parent Company Reserve Report, by or on behalf of Parent the Company and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent the Company and its Subsidiaries in connection with the preparation of the Parent Company Reserve Report was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that that, individually or in the aggregate, do not have and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, the oil and gas reserve estimates of Parent the Company set forth in the Parent Company Reserve Report are derived from reports that have been prepared by the Parent Company Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries the Company at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity pricesprices but excluding matters that disproportionately affect the Company’s Oil and Gas Properties) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Company Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) Except as does not have and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedingspaid, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being or held in suspense by Parent pending resolution or its Subsidiaries in accordance with applicable Lawidentification of the legal recipient of such payment) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent the Company or any of its Subsidiaries (and, to Parentthe Company’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries. (d) Except as does not have and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent the Company and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parentthe Company, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than (i) awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water(ii) in the Ordinary Course. Neither the Company nor any of its Subsidiaries is obligated by virtue of a take-or-pay payment, CO2advance payment, injection or similar payment (other xxxxx located on than royalties, overriding royalties and similar arrangements established in the Oil and Gas Properties of Parent and Leases) to deliver Hydrocarbons or proceeds from the sale thereof, attributable to such Person’s interest in its Subsidiaries or otherwise associated with an Oil and Gas Property Properties at some future time without receiving payment therefor at the time of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiariesdelivery, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract entered into by Parent or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development production and other operations have been conducted in compliance with all applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Neither the Company nor any of its Affiliates has any material transportation, processing or plant imbalance, and no Person has given notice that any such imbalance constitutes all of the relevant Person’s ultimately recoverable reserves from a balancing area. (fe) Except All of the Xxxxx and all water, CO 2, injection or other xxxxx located on the Oil and Gas Properties of the Company and its Subsidiaries or otherwise associated with an Oil and Gas Property of the Company or its Subsidiaries have been drilled, completed and operated within the limits permitted by applicable units, declarations, orders, Contracts related to such Xxxxx and applicable Law, and all drilling and completion (and plugging and abandonment) of such Xxxxx and all related development, production and other operations have been conducted in compliance with all applicable Law and Contracts, except, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (f) Except as does not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the material Oil and Gas Properties of Parent the Company or its Subsidiaries is subject to any preferential purchase, consent consent, tag-along or similar right that would become operative as a result of the Transactions. (g) Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) there are no Xxxxx, water, CO2, injection or other xxxxx that constitute a part of the Company Oil and Gas Properties in respect of which the Company has received a notice, claim, demand or order from any Governmental Entity notifying, claiming, demanding or requiring that such well(s) (or Well(s)) be temporarily or permanently plugged and abandoned; and (ii) all xxxxx drilled by the Company or any of its Subsidiaries are either (A) in use for (1) purposes of production of Hydrocarbons, (2) injection or (3) sourcing for water or CO2, (B) suspended or temporarily abandoned in accordance with applicable Law, or (C) permanently plugged and abandoned in accordance with applicable Law. (h) Except as set forth on Schedule 4.17(h) of the Company Disclosure Letter, as of the date of this Agreement, there is no outstanding authorization for expenditure or similar request or invoice for funding or participation under any agreement or contract which is binding on the Company, its Subsidiaries or any of the Company’s or its Subsidiaries’ Oil and Gas Properties and which the Company reasonably anticipates will individually require expenditures by the Company or its Subsidiaries in excess of $15,000,000 (net to Company’s or its Subsidiaries’ interest). (i) All currently-producing xxxxx and equipment related to the Company’s and its Affiliates’ Oil and Gas Properties are in an operable state of repair, adequate to maintain operations in accordance with past practice, ordinary wear and tear excepted, except, in each case, as would not reasonably be expected to have, a Company Material Adverse Effect. There are no xxxxx or other equipment or facilities located on the Company’s or any of its Subsidiaries’ Oil and Gas Properties, (i) that such Person is, or will within 18 months after the date hereof be, obligated by any Laws or contract to plug, dismantle, decommission, and/or abandon, which obligations are reasonably expected to require expenditures in excess of $10,000,000 in the aggregate or (ii) that have been plugged, dismantled, decommissioned, and/or abandoned in a manner that does not comply in all material respects with applicable Laws. (j) Schedule 4.17(j) of the Company Disclosure Letter lists all bonds, letters of credit, and other material similar credit support instruments maintained by the Company or its Affiliates with or for the benefit of any Governmental Entity or other third Person with respect to its Oil and Gas Properties, except for any payment or performance guarantees provided by the Company in the Ordinary Course (other than payment or performance guarantees with respect to Indebtedness, which guarantees, if any, are listed on such schedule).

Oil and Gas Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date dates of the reserve report reports prepared by XxXxxxx Petroleum ConsultantsXxxxxx, Ltd. Xxxxxxxxx & Associates, Inc. and Netherland, Xxxxxx & Associates, Inc. (collectively, the “Parent Independent Petroleum Engineers”) relating to the Parent interests referred to therein as of December 31, 2020 2017 (collectively, the “Parent Reserve ReportReports”) or (ii) reflected in the Parent Reserve Report Reports or in the Parent SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v)), Parent and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report Reports and in each case as attributable to interests owned by Parent and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s and/or or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A1) entitles Parent (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report Reports of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B2) obligates Parent (and/or or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report Reports for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Reserve Report Reports for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties and (C3) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent to the Parent Independent Petroleum Engineers relating to the Parent interests referred to in the Parent Reserve ReportReports, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report Reports was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report Reports are derived from reports that have been prepared by the Parent Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report Reports that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedingspaid, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries (and, to the Parent’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties Leases of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract contracts entered into by Parent or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development development, production and other operations have been conducted in compliance with all applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the Transactions.

Oil and Gas Matters. (a) Except The Company and the Subsidiaries have defensible title to all of their interests in oil and gas properties (other than interests earned under farm-out, participation or similar agreements in which an assignment or transfer is pending) and all their interests in other real property and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (i) are described in the Company SEC Documents, (ii) liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farm-out agreements and other oil and gas exploration participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (iii) would not have a Material Adverse Effect; except as described in the Company SEC Documents or as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, all of the leases and except for subleases of real property (i) sold of the Company or otherwise disposed any of its subsidiaries and under which the Company or any of the Subsidiaries holds properties described in the Ordinary Course since Company SEC Documents, are in full force and effect. (b) Xxxxxxx X. Xxxx & Associates (the “Company Reservoir Engineer), whose report dated February 7, 2012, is summarized or excerpted in reports included in the Company SEC Documents, was, as of the date of the reserve report, an independent petroleum engineer with respect to the Company. The written engineering report prepared by XxXxxxx Petroleum Consultantsthe Company Reservoir Engineer dated February 7, Ltd. (2012 setting forth the “Parent Independent Petroleum Engineers”) relating proved reserves attributed to Parent the oil and gas properties of the Company and its subsidiaries accurately reflects in all material respects the interests referred to of the Company its subsidiaries in the properties therein as of December 31, 2020 (the “Parent Reserve Report”) or (ii) reflected in the Parent Reserve Report or in the Parent SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions after the date hereof 2011 and was prepared in accordance with Section 6.1(b)(v))the Commission’s rules and regulations relating to the reporting of oil and natural gas reserves; the information furnished by the Company to the Company Reservoir Engineer for purposes of preparing its report, Parent including, without limitation, production, costs of operation and its Subsidiaries have good development, current prices for production, agreements relating to current and defensible title to future operations and sales of production, was true, correct and complete in all Oil material respects on the date supplied and Gas Properties forming the basis for the reserves reflected was prepared in accordance with customary industry practices, as indicated in the Parent Reserve Report letter of the Company Reservoir Engineer dated February 7, 2012. The estimates of proved reserves and related information relating to the East Texas Assets (as defined in each case the Company SEC Documents) prepared by the Company’s internal reserve engineering staff as attributable of December 31, 2011 accurately reflect in all material respects the interests that the Company acquired in connection with the closing of such acquisition and were prepared in a manner consistent with the rules and regulations of the SEC relating to interests owned the reporting of oil and gas reserves; the information used by Parent and its Subsidiaries, free and clear of any Encumbrances, except the Company’s internal reserve engineers for Permitted Encumbrances. For purposes of the foregoing sentencepreparing such estimates of proved reserves, “good including, without limitation, production, costs of operation and defensible title” means that Parent’s and/or one or more development, current prices for production, agreements relating to current and future operations and sales of its Subsidiaries’production, as applicablewas true, title (correct and complete in all material respects as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A) entitles Parent (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B) obligates Parent (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties and (C) is free and clear of all Encumbrances (other than Permitted Encumbrances)reserves. (bc) Except for any such matters that would not reasonably be expected to haveXxxxxx, individually or in Xxxxxxxxx & Associates, Inc. (the aggregate“GeoResources Reservoir Engineer”) prepared a report dated February 27, a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent to the Parent Independent Petroleum Engineers relating to Parent interests referred to in the Parent Reserve Report, by or on behalf of Parent 2012 and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report was, as of the time provideddate of such report, accurate in all respectsan independent petroleum engineer with respect to GeoResources. To Parent’s KnowledgeThe written engineering report prepared by the GeoResources Reservoir Engineer dated February 27, any assumptions or estimates provided by any of Parent’s Subsidiaries 2012 setting forth the proved reserves attributed to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the oil and gas reserve estimates properties of Parent set forth GeoResources and its subsidiaries accurately reflects in all material respects the interests of GeoResources and its subsidiaries in the Parent Reserve Report are derived from reports that have been properties therein as of December 31, 2011 and was prepared by the Parent Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting SEC’s rules and regulations relating to the reporting of oil and natural gas explorationreserves; the information furnished by GeoResources to the GeoResources Reservoir Engineer for purposes of preparing its report, development and production industry (including changes in commodity prices) and normal depletion by including, without limitation, production, there has been no change costs of operation and development, current prices for production, agreements relating to current and future operations and sales of production, was true, correct and complete in respect of all material respects on the matters addressed in the Parent Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins date supplied and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedings, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries was prepared in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries (andcustomary industry practices, to Parent’s Knowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included as indicated in the Oil and Gas Properties owned or held by Parent or any letter of its Subsidiariesthe GeoResources Reservoir Engineer dated February 27, 2012. (d) Except as would not reasonably be expected to haveTo the Company’s Knowledge, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract entered into by Parent or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development production and other operations have been conducted in compliance with all applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the Transactions.X.

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Effect and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date dates of the reserve report reports prepared by XxXxxxx Petroleum ConsultantsRxxxx Xxxxx Company, Ltd. L.P. and Nxxxxxxxxx Xxxxxx & Associates, Inc. (in such capacity, the “Parent Independent Petroleum Engineers”) relating to the Parent interests referred to therein as of December 31, 2020 2018 (the “Parent Reserve ReportReports”) or (ii) reflected in the Parent Reserve Report Reports or in the Parent SEC Documents as having been sold or otherwise disposed of, as of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v))hereof, Parent and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report Reports (the “Parent Oil and Gas Properties”) and in each case as attributable to interests owned by Parent and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s and/or or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) ), beneficially or of record, to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A) entitles Parent (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report Reports of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B) obligates Parent (and/or or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report Reports for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties increases that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties Properties) and (C) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, the factual, non-interpretive data supplied by or on behalf of Parent or its Subsidiaries to the Parent Independent Petroleum Engineers relating to the Parent interests referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report Reports was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report Reports are derived from reports that have been prepared by the Parent Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report Reports that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases that are a part of the Parent Oil and Gas Properties (“Parent Oil and Gas Leases”) have been properly and timely paid or are being contested in good faith through appropriate Proceedingspaid, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Parent Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and paid, (iii) none of Parent or any of its Subsidiaries (and, to the knowledge of Parent’s Knowledge, no third party operator) has violated any provision of, or taken or failed to take any act action that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Parent Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Parent Oil and Gas Lease) included in the Parent Oil and Gas Properties owned or held by Parent or any of its SubsidiariesProperties. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Parent Oil and Gas Properties of Parent and its Subsidiaries are being received by them such selling entities in a timely manner or and no proceeds from the sale of Hydrocarbons produced from any such Parent Oil and Gas Properties are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other PersonPerson or individual) for any reason other than (i) as reported in the Parent SEC Documents or (ii) awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled XxxxxWxxxx. Neither Parent nor its Subsidiaries is obligated by virtue of a take-or-pay payment, advance payment, or similar payment (other than royalties, overriding royalties and similar arrangements established in the Oil and Gas Leases) to deliver Hydrocarbons or proceeds from the sale thereof, attributable to such Person’s interest in its Oil and Gas Properties at some future time without receiving payment therefor at the time of delivery, except, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (e) All of the Xxxxx Wxxxx and all water, CO2, injection or other xxxxx wxxxx located on the Oil and Gas Properties Leases of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract contracts entered into by Parent or any of its Subsidiaries related to such xxxxx wxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx wxxxx and all related development development, production and other operations have been conducted in compliance with all applicable Law except, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (f) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, consent consent, tag-along or similar right that would become operative as a result of the Transactions. (g) Except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect, to the knowledge of Parent, (a) there are no wxxxx that constitute a part of the Parent Oil and Gas Properties in respect of which Parent has received a notice, claim, demand or order from any Governmental Entity notifying, claiming, demanding or requiring that such well(s) be temporarily or permanently plugged and abandoned; and (b) all wxxxx drilled by Parent or any of its Subsidiaries are either (i) in use for purposes of production, injection or water sourcing, (ii) suspended or temporarily abandoned in accordance with applicable Law, or (iii) permanently plugged and abandoned in accordance with applicable Law.

Oil and Gas Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report prepared by XxXxxxx Petroleum ConsultantsNetherland, Ltd. Sxxxxx & Associates, Inc. (the “Parent Independent Petroleum Engineers”) relating to Parent interests referred to therein as of December 31, 2020 2019 (the “Parent Reserve Report”) or (ii) reflected in the Parent Reserve Report or in the Parent SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v6.2(b)(v)), Parent and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report and in each case as attributable to interests owned by Parent and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s or one and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) beneficially or of record with any applicable Governmental Entity that (A1) entitles Parent (or and/or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (Bother than decreases in connection with operations in which the Parent and/or its Subsidiaries may be a non-consenting co-owner, decreases resulting from reversion of interests to co-owners with respect to operations in which such co-owners elected not to consent, decreases resulting from the establishment of pools or units, and decreases required to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries); in each case, to the extent occurring after the date of the Parent Reserve Report (2) obligates Parent (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report for such Oil and Gas Properties (other than any positive differences in difference between such percentage) actual percentage and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties Properties) and (C3) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent to the Parent Independent Petroleum Engineers relating to Parent interests referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report was, as of the time providedprovided (or modified or amended prior to the issuance of the Company Reserve Reports), accurate in all respects. To Parentthe Company’s Knowledgeknowledge, any assumptions or estimates provided by any of Parent’s the Company Subsidiaries to the Parent Independent Petroleum Engineers Company Reserve Engineer in connection with its preparation of the Parent Company Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent the Company at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report are derived from reports that have been prepared by the Parent Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedingsin the ordinary course of business, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid or contested in good faith in the ordinary course of business (other than any such Production Burdens that which are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries (and, to Parent’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries. To the Parent’s knowledge, Schedule 5.17(c) of the Parent Disclosure Letter sets forth all the material Oil and Gas Leases where the primary term thereof is scheduled to expire by the express terms of such Oil and Gas Lease at any time in the twelve (12)-month period immediately following the date of this Agreement. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are (other than those being contested in good faith through appropriate Proceedings in the ordinary course of business) and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled XxxxxWxxxx. (e) All of the Xxxxx Wxxxx and all water, CO2, injection or other xxxxx wxxxx located on the Oil and Gas Properties Leases of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, Subsidiaries have been drilled, completed and operated within the limits permitted by the applicable contract Oil and Gas Lease(s), the applicable Contracts entered into by Parent or any of its Subsidiaries related to such xxxxx Wxxxx and such other wxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx Wxxxx and all related development production such other wxxxx that were drilled and other operations completed (and plugged and abandoned) by Parent or its Subsidiaries have been conducted in compliance with all such applicable Oil and Gas Lease(s), Contracts and applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all Oil and Gas Properties operated by Parent or its Subsidiaries (and, to the knowledge of Parent, all Oil and Gas Properties owned or held by Parent or any of its Subsidiaries and operated by a third party) have been operated as a reasonably prudent operator in accordance with its past practices. (g) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, tag-along, right of first refusal, consent or similar right that would become operative as a result of the entry into (or the consummation of) the Transactions. (h) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries has elected to participate in any operation or activity proposed with respect to any of the Oil and Gas Properties owned or held by it (or them, as applicable) that could result in a penalty or forfeiture as a result of such election not to participate in such operation or activity that would be material to Parent and its Subsidiaries, taken as a whole and is not reflected in the Parent Reserve Reports. (i) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and to the knowledge of Parent as of the date of this Agreement, Schedule 5.17(i) of the Parent Disclosure Letter lists, as of December 31, 2019, all transportation, plant, production and other imbalances and overlifts with respect to Hydrocarbon production from the Oil and Gas Properties of Parent and its Subsidiaries. (j) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, with respect to Oil and Gas Properties operated by Parent and its Subsidiaries, all currently producing Wxxxx and all tangible equipment included therein, used in connection with the operation thereof or otherwise primarily associated therewith (including all buildings, plants, structures, platforms, pipelines, machinery, vehicles and other rolling stock) are in a good state of repair and are adequate and sufficient to maintain normal operations in accordance with past practices (ordinary wear and tear excepted). (k) As of the date of this Agreement, there are no authorizations for expenditure or other commitments to make capital expenditures (or series of related authorizations for expenditure or commitments) binding on Parent or any of its Subsidiaries with respect to its or their respective Oil and Gas Properties that Parent reasonably anticipates will individually require expenditures after the Effective Time of greater than $1,000,000.

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of specified in the reserve report prepared by XxXxxxx Petroleum Consultants, Ltd. (the “Parent Independent Petroleum Engineers”) Reserve Engineer relating to Parent Parent’s interests referred to therein and dated as of December 31, 2020 2022 (the “Parent Reserve Report”) or (ii) reflected in the Parent Reserve Report or in the Parent SEC Reporting Documents as having been sold or otherwise disposed of (other than sales or dispositions transactions effected after the date hereof in accordance with Section 6.1(b)(v6.2(b)(v)), Parent and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report and in each case as attributable to interests owned by Parent and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s or one and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) beneficially or of record with any applicable Governmental Entity that (A1) entitles Parent (or and/or one or more of its Subsidiaries, as applicable) ), to receive (after satisfaction of all Production Burdens applicable thereto)receive, not less than the net revenue positive difference between (x) the company interest share shown in the Parent Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties less (y) all Production Burdens shown in the Parent Reserve Report for such Oil and Gas Properties, throughout the productive life of such Oil and Gas PropertiesProperties (other than decreases in connection with operations in which Parent and/or its Subsidiaries may be a non-consenting co-owner, decreases resulting from reversion of interests to co-owners with respect to operations in which such co-owners elected not to consent, decreases resulting from the establishment of pools or units, and decreases required to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries, in each case, to the extent occurring after the date of the Parent Reserve Report), and (B2) obligates Parent (and/or one or more of its Subsidiaries, as applicable) to bear (x) Production Burdens that are no greater than the Production Burdens shown on the Parent Reserve Report for such Oil and Gas Properties, and (y) where applicable, a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest share shown on the Parent Reserve Report for such Oil and Gas Properties (other than any positive differences in difference between such percentage) percentage and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in percentage of Hydrocarbons produced from such Oil and Gas Properties and (C) that Parent is free and clear of all Encumbrances (other than Permitted Encumbrancesentitled to receive). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent to the Parent Independent Petroleum Reserve Engineers relating to Parent interests referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report was, as of the time providedprovided (or modified or amended prior to the issuance of the Parent Reserve Reports), accurate in all respects. To Parent’s Knowledgeknowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Reserve Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report are derived from reports that have been prepared by the Parent Independent Petroleum Reserve Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines Canadian Securities Laws applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith in the ordinary course of business and through appropriate Proceedingsproceedings, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid or contested in good faith in the ordinary course of business and through appropriate proceedings (other than any such Production Burdens that which are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries (and, to Parent’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas LeaseLease or cause such Oil and Gas Lease to expire or terminate) included in the Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are (other than those being contested in good faith in the ordinary course of business and through appropriate Proceedings proceedings) and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled XxxxxWxxxx. (e) All of the Xxxxx Wxxxx and all water, CO2, injection or other xxxxx wxxxx located on the Oil and Gas Properties Leases of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge knowledge of Parent, all such xxxxx other wxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract Oil and Gas Lease(s), the applicable Contracts entered into by Parent or any of its Subsidiaries related to such xxxxx Wxxxx and such other wxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment, if applicable) of such xxxxx Wxxxx and all related development production such other wxxxx that were drilled and other operations completed (and plugged and abandoned, if applicable) by Parent or its Subsidiaries have been conducted in compliance with all such applicable Oil and Gas Lease(s), Contracts and applicable Law except, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There are no wxxxx that constitute a part of the Oil and Gas Properties of Parent and its Subsidiaries of which the Company or a Subsidiary has received a written notice, claim, demand or order from any Governmental Entity notifying, claiming, demanding or requiring that such well(s) be temporarily or permanently plugged and abandoned. (f) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all Oil and Gas Properties operated by Parent or its Subsidiaries (and, to the knowledge of Parent, all Oil and Gas Properties owned or held by Parent or any of its Subsidiaries and operated by a third party) have been operated as a reasonably prudent operator in accordance with its past practices. (g) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, consent tag-along, right of first refusal, right of first offer, purchase option, Consent or similar right that would become operative as a result of the entry into (or the consummation of) the Transactions. (h) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries has elected not to participate in any operation or activity proposed with respect to any of the Oil and Gas Properties owned or held by it (or them, as applicable) that could result in a penalty or forfeiture as a result of such election not to participate in such operation or activity that would be material to Parent and its Subsidiaries, taken as a whole and is not reflected in the Parent Reserve Reports. (i) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, with respect to Oil and Gas Properties operated by Parent and its Subsidiaries, all currently producing Wxxxx and all tangible equipment included therein, used in connection with the operation thereof or otherwise primarily associated therewith (including all buildings, plants, structures, platforms, pipelines, machinery, vehicles and other rolling stock) are in a good state of repair and are adequate and sufficient to maintain normal operations in accordance with past practices (ordinary wear and tear excepted). (j) As of the date of this Agreement, there are no authorizations for expenditure or other commitments to make capital expenditures (or series of related authorizations for expenditure or commitment) binding on Parent or any of its Subsidiaries with respect to its or their respective Oil and Gas Properties for which such operations have not been completed that Parent reasonably anticipates will individually require expenditures of greater than $5,000,000.

Oil and Gas Matters. (ai) Except as would not reasonably be expected material to have, individually or in the aggregate, Parent Entities taken as a Parent Material Adverse Effect, whole and except for property any Oil and Gas Properties (i1) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report prepared by XxXxxxx Petroleum Consultants, Ltd. (the “Parent Independent Petroleum Engineers”) Parent’s independent petroleum engineers relating to Parent Parent’s interests referred to therein as of December 31, 2020 2018 (the “Parent Reserve Report”) filed as exhibit 99.1 to Parent’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 1, 2019, or (ii2) reflected in the Parent Reserve Report or in the Parent SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions after of, the date hereof in accordance with Section 6.1(b)(v)), Parent Entities have Parent Good and its Subsidiaries have good and defensible title Defensible Title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report (after giving effect to such excepted assets and properties, the “Parent Reserve Report Oil and Gas Properties”) and in each case as attributable to interests owned by the Parent and its SubsidiariesEntities, free and clear of any material Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good Parent Good and defensible titleDefensible Title” means that Parentany Parent Entity’s and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Parent Reserve Report Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (Aa) entitles any Parent (or one or more of its Subsidiaries, as applicable) Entity to receive (after satisfaction or payment of all Production Burdens royalties, minimum royalties, overriding royalties and other similar leasehold burdens applicable thereto), not less than the net revenue interest share Net Revenue Interest shown in the Parent Reserve Report of all Hydrocarbons produced from such Parent Reserve Report Oil and Gas Properties throughout the productive life of such Parent Reserve Report Oil and Gas PropertiesProperties other than (i) any decreases in connection with those operations in which the Parent Entities may elect after the Execution Date to be a non-consenting co-owner in accordance with the terms of this Agreement, (Bii) any decreases resulting from reversion of interest to co-owners with respect to operations in which such co-owners elect, after the Execution Date, not to consent, (iii) any decreases resulting from the establishment or amendment, after the Execution Date, of pools or units, (iv) any decreases required to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries or (v) as otherwise expressly stated in the Parent Reserve Report, (b) obligates a Parent (and/or one or more of its Subsidiaries, as applicable) Entity to bear a percentage of the costs and expenses for the maintenance and development of, and operations Working Interest relating to, to such Parent Reserve Report Oil and Gas Properties, Properties of not greater than the working interest Working Interest shown on the Parent Reserve Report for such Parent Reserve Report Oil and Gas Properties (other than (i) any positive differences in such percentageincreases resulting from contribution requirements with respect to defaulting co-owners under applicable operating agreements or applicable Law, (ii) and changes due to the exercise after the Execution Date of non-consent rights under the applicable working interest shown on the Parent Reserve Report for such Oil operating agreements and Gas Properties similar agreements or applicable Law, (iii) increases that are accompanied by at least a proportionate (or greater) increase in the net revenue interest Parent Entities’ collective Net Revenue Interest in such Parent Reserve Report Oil and Gas Properties Properties, or (iv) as otherwise expressly stated in the Parent Reserve Report, and (Cc) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent to the Parent Independent Petroleum Engineers relating to Parent interests referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report are derived from reports that have been prepared by the Parent Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedings, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries (and, to Parent’s Knowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract entered into by Parent or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development production and other operations have been conducted in compliance with all applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the Transactions.

Oil and Gas Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report reports prepared by XxXxxxx Petroleum Consultants, Ltd. (the “Parent Independent Petroleum Engineers”) Reserve Engineers relating to Parent interests referred to therein as of December 31, 2020 2022 (the “Parent Reserve ReportReports”) or (ii) reflected in the Parent Reserve Report Reports or in the Parent SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v))of, Parent and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report Reports and in each case as attributable to interests owned by Parent and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s or one and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) beneficially or of record with any applicable Governmental Entity that (A1) entitles Parent (or and/or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report Reports of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas PropertiesProperties (other than decreases in connection with operations in which Parent and/or its Subsidiaries may be a non-consenting co-owner, decreases resulting from reversion of interests to co-owners with respect to operations in which such co-owners elected not to consent, decreases resulting from the establishment of pools or Units, and decreases required to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries; in each case, to the extent occurring after the date of the Parent Reserve Reports), (B2) obligates Parent (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report Reports for such Oil and Gas Properties (other than any positive differences in difference between such percentage) actual percentage and the applicable working interest shown on the Parent Reserve Report Reports for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties Properties) and (C3) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent to the Parent Independent Petroleum Reserve Engineers relating to Parent interests referred to in the Parent Reserve ReportReports, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report Reports was, as of the time providedprovided (or modified or amended prior to the issuance of the Parent Reserve Reports), accurate in all respects. To Parent’s Knowledgeknowledge, any assumptions or estimates provided by any of ParentXxxxxx’s Subsidiaries to the Parent Independent Petroleum Reserve Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report Reports are derived from reports that have been prepared by the Parent Independent Petroleum Reserve Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto Applicable Securities Laws applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report Reports that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedingsin the ordinary course of business, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid or contested in good faith in the ordinary course of business (other than any such Production Burdens that which are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries (and, to Parent’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder hereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are (other than those being contested in good faith through appropriate Proceedings in the ordinary course of business) and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties Leases of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, Subsidiaries have been drilled, completed and operated within the limits permitted by the applicable contract Oil and Gas Lease(s), the applicable Contracts entered into by Parent or any of its Subsidiaries related to such Xxxxx and such other xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment, if applicable) of such Xxxxx and such other xxxxx that were drilled and all related development production completed (and other operations plugged and abandoned, if applicable) by Parent or its Subsidiaries have been conducted in compliance with all such applicable Oil and Gas Lease(s), Contracts and applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all Oil and Gas Properties operated by Parent or its Subsidiaries (and, to the knowledge of Parent, all Oil and Gas Properties owned or held by Parent or any of its Subsidiaries and operated by a third party) have been operated as a reasonably prudent operator in accordance with its past practices. (g) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, consent tag-along, right of first refusal, Consent or similar right that would become operative as a result of the Transactionsentry into (or the consummation of) this Agreement or the Arrangement. (h) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, with respect to Oil and Gas Properties operated by Parent and its Subsidiaries, all currently producing Xxxxx and all tangible equipment included therein, used in connection with the operation thereof or otherwise primarily associated therewith are in a good state of repair and are adequate and sufficient to maintain normal operations in accordance with past practices (ordinary wear and tear excepted).

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report prepared by XxXxxxx Petroleum Consultants, Ltd. XxXxxxxx and XxxXxxxxxxx (the “"Parent Independent Petroleum Engineers”") relating to Parent interests referred to therein as of December 31, 2020 2017 (the “"Parent Reserve Report”") or (ii) reflected in the Parent Reserve Report or in the Filed Parent SEC Reporting Documents as having been sold or otherwise disposed of (of, other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v))5.01, Parent and its the Parent Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report and in each case as attributable to interests owned by Parent and its the Parent Subsidiaries, free and clear of any Encumbrancesall conditions, encroachments, easements, rights of way, restrictions and Liens, except for Permitted EncumbrancesLiens and conditions, encroachments, easements, rights of way, restrictions or Liens which, individually or in the aggregate, would not reasonably be expected to materially impair the continued use and operation of the Oil and Gas Properties to which they relate by Parent and each Parent Subsidiary. For purposes of the foregoing sentence, “"good and defensible title” " means that Parent’s and/or one or more title of its Subsidiaries’, as applicable, title (as of Parent and the date hereof Parent Subsidiaries in and as of the Closing) to each of the Oil and Gas Properties held or owned by them set forth on the Parent Reserve Report that, as of the Closing Date, and subject to Permitted Liens (or purported to be held or owned by them) that (A1) entitles Parent (or one or more of its the Parent Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share percentage shown for such Oil and Gas Property in the Parent Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas PropertiesReport, except, in each case, (Bi) any decreases in connection with those operations in which Parent or a Parent Subsidiary may elect after the date hereof to be a non-consenting co-owner, and (ii) any decreases resulting from the establishment or amendment, after the date hereof, of pools or units, and (iii) decreases required to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries, (2) as to any Well, obligates Parent (and/or or one or more of its the Parent Subsidiaries, as applicable) ), in the aggregate, to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not working interest no greater than the working interest shown on for such Well in the Parent Reserve Report for such Oil and Gas Properties Report, except (other than any positive differences in such percentagei) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties increases that are accompanied by at least a proportionate (or greater) increase in Parent's and the Parent Subsidiaries' aggregate net revenue interest in such Oil and Gas Properties therein, and (Cii) for increases resulting from contribution requirements with respect to defaulting or non-consenting co-owners under applicable operating agreements or Laws that are accompanied by at least a proportionate increase in Parent’s and the Parent Subsidiaries’ aggregate net revenue interest therein and (3) is free and clear of all Encumbrances (other than Permitted Encumbrances)Liens, conditions, encroachments, easements, rights of way, restrictions, burdens and/or irregularities which, individually or in the aggregate, would not reasonably be expected to materially impair the continued use and operation of the Oil and Gas Properties to which they relate in the conduct of the business of Parent and each Parent Subsidiary as presently conducted. (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent to the Parent Independent Petroleum Engineers relating to Parent interests referred to in the Parent Reserve ReportEngineers, by or on behalf of Parent and its Subsidiaries that was material to such firm’s 's estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report are derived from reports that have been prepared by the Parent Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, as of the date of this Agreement there has been no change in respect of the matters addressed in the Parent Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases of Parent or any Parent Subsidiary have been properly and timely paid or are being contested in good faith through appropriate Proceedingspaid, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its the Parent Subsidiaries have been timely and properly paid (other than any in each case, except such Production Burdens that (x) as are being held currently paid prior to delinquency in suspense by Parent the ordinary course of business or its Subsidiaries in accordance with applicable Law(y) the amount or are validity of which is being contested in good faith through by appropriate Proceedings proceeding and for which appropriate reserves have been established) and (iii) none of Parent or any of its the Parent Subsidiaries (and, to Parent’s 's Knowledge, no third third-party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its the Parent Subsidiaries. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its the Parent Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties Leases of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its the Parent Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract contracts entered into by Parent or any of its the Parent Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development development, production and other operations have been conducted in compliance with all applicable Law except, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (f) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its the Parent Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the consummation of the Transactions.

Oil and Gas Matters. (ai) Except as would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect, Effect and except for property (iA) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date dates of the reserve report reports prepared by XxXxxxx Petroleum ConsultantsNetherland, Ltd. Sxxxxx & Associates, Inc. (the “Parent Independent Petroleum EngineersNSAI”) relating to Parent the Company interests referred to therein as of December 31, 2020 2013 (the “Parent Company Reserve ReportReports”) or (iiB) reflected in the Parent Company Reserve Report Reports or in the Parent Company SEC Documents as having been sold or otherwise disposed of, as of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v))hereof, Parent the Company and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Company Reserve Report Reports and in each case as attributable to interests owned by Parent the Company and its Subsidiaries, free and clear of any Encumbrances, except for (1) Production Burdens and (2) Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parentthe Company’s and/or or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (AI) entitles Parent the Company (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Company Reserve Report Reports of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (BII) obligates Parent the Company (and/or or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Company Reserve Report Reports for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Company Reserve Report Reports for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties and (CIII) is free and clear of all Encumbrances (other than Permitted Encumbrances). (bii) Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the The factual, non-interpretive data supplied by Parent to NSAI relating to the Parent Independent Petroleum Engineers relating to Parent Company interests referred to in the Parent Company Reserve ReportReports, by or on behalf of Parent the Company and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent the Company and its Subsidiaries in connection with the preparation of the Parent Company Reserve Report Reports was, as of the time provided, accurate in all material respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the The oil and gas reserve estimates of Parent the Company set forth in the Parent Company Reserve Report Reports are derived from reports that have been prepared by the Parent Independent Petroleum EngineersNSAI, and such reserve estimates fairly reflect, in all material respects, the oil and gas reserves of Parent and its Subsidiaries the Company at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Company Reserve Report Reports that would reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (ciii) Except as would not be material to the Company and its Subsidiaries, taken as a whole, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of the Company and its Subsidiaries forming the basis for the reserves reflected in the Company Reserve Reports are being received by them in a timely manner and no proceeds from the sale of Hydrocarbons produced from any such Oil and Gas Properties are being held in suspense (by the Company, any of its Subsidiaries, any third party operator thereof or any other Person or individual) for any reason other than awaiting preparation and approval of division order title opinions for recently drilled wxxxx. (iv) Except as set forth in Schedule 3.1(r)(iv) of the Company Disclosure Schedule or as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, (iA) each Oil and Gas Lease to which the Company or any of its Subsidiaries is a party is in good standing, valid and in full force and effect, (B) all rentals, shut-ins and similar payments (and all Production Burdens) owed to any Person or individual under (or otherwise with respect to) any such Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedingspaid, (iiC) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries have been timely and properly paid paid, (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iiiD) none of Parent the Company or any of its Subsidiaries (and, to Parentthe Company’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent the Company or any of its SubsidiariesSubsidiaries and none of the Company or any of its Subsidiaries (or, to the Company’s knowledge, any third party operator) has received written notice from any other party to any such Oil and Gas Lease (1) that the Company or any of its Subsidiaries (or such third party operator, as the case may be) has breached, violated or defaulted under any such Oil and Gas Lease or (2) threatening to terminate, cancel, rescind or procure judicial reformation of any such Oil and Gas Lease. Schedule 3.1(r)(iv) of the Company Disclosure Schedule sets forth all the Oil and Gas Leases included in the Company’s (or any Subsidiary’s) Oil and Gas Properties that are scheduled to expire (in whole or in part) at any time in the twelve (12) month period immediately following the execution of this Agreement. (dv) Except as All Oil and Gas Properties forming the basis for the reserves reflected in the Company Reserve Reports operated by the Company or any of its Subsidiaries have been operated in accordance with reasonable, prudent oil and gas field practices and in material compliance with the applicable Oil and Gas Leases, Oil and Gas Contracts and Law, except where the failure to so operate would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, all proceeds from the sale . (vi) None of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract entered into by Parent Company or any of its Subsidiaries related forming the basis for the reserves reflected in the Company Reserve Reports is subject to any preferential purchase preemptive, consent (including any Consent) or similar right that would become operative as a result of the entry into (or the consummation of) the Transactions, except for any such xxxxx and in accordance with applicable Lawpreferential purchase, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development production and other operations have been conducted in compliance with all applicable Law except, in each case, as consent or similar rights that would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (fvii) Except as would not reasonably be expected to havehave a Company Material Adverse Effect, (A) all of the wxxxx located on the Oil and Gas Leases or on (or otherwise associated with) any other Oil and Gas Properties of the Company or any of its Subsidiaries forming the basis for the reserves reflected in the Company Reserve Reports have been drilled, completed and operated in accordance with all applicable Law and the terms and conditions of all applicable Oil and Gas Leases and Oil and Gas Contracts, (B) all drilling and completion (and the plugging and abandonment) of all such wxxxx and all related development, production and other operations have been conducted in compliance with all applicable Law and the terms and conditions of all applicable Oil and Gas Leases and Oil and Gas Contracts and (C) neither the Company, nor any of its Subsidiaries, has elected not to participate in any operation or activity proposed with respect to any of the Oil and Gas Properties owned or held by it (or them, as applicable) forming the basis for the reserves reflected in the Company Reserve Reports that could result in a penalty or forfeiture as a result of such election not to participate in such operation or activity. The Company Reserve Reports accurately reflect, in all material respects, any payout balances applicable to any well included in the Oil and Gas Properties held or owned by the Company or any of its Subsidiaries forming the basis for the reserves reflected in the Company Reserve Reports. (viii) Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect, none of with respect to the material Company’s (and its Subsidiaries’) Oil and Gas Properties forming the basis for the reserves reflected in the Company Reserve Reports, all currently producing wxxxx and all tangible equipment included therein, used in connection with the operation thereof or otherwise primarily associated therewith (including, for the avoidance of Parent doubt, all buildings, plants, structures, platforms, pipelines, machinery, vehicles and other rolling stock) are in a good state of repair and are adequate and sufficient to maintain normal operations in accordance with past practices (ordinary wear and tear accepted). (ix) Except as would not reasonably be expected to have a Company Material Adverse Effect, neither the entry into (nor the consummation of) the Transactions will result in a breach of the terms of, or its Subsidiaries is subject give rise to any preferential purchaseright of cancellation, consent termination or similar right that would become operative as a result forfeiture under, any Oil and Gas Contract included in any of the TransactionsCompany’s (or any of its Subsidiaries’) Oil and Gas Properties forming the basis for the reserves reflected in the Company Reserve Reports.

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, Effect and except for property (i) sold or otherwise disposed of in the Ordinary Course since the date of the reserve report prepared by XxXxxxx Petroleum Consultants, Ltd. (the “Parent Independent Petroleum Engineers”) relating to Parent interests referred to therein as of December 31, 2020 (the “Parent Reserve Report”) or (ii) reflected in the Parent Company Reserve Report Reports or in the Parent Company SEC Documents Reports as having been sold or otherwise disposed of, as of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v))of this Agreement, Parent and its Subsidiaries the Acquired Companies have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Company Reserve Report Reports and in each case as attributable to interests held or owned by Parent and its Subsidiariesthe Acquired Companies (or purported to be held or owned by them), free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parentthe Company’s and/or or one or more of its Subsidiaries’, as applicable, title (as of the date hereof of this Agreement and as of the Closing) in and to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A) entitles Parent the Company (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Company Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B) obligates Parent the Company (and/or or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Company Reserve Report for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Company Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties and than that shown therefor in the Company Reserve Reports) (C) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, the factual, non-interpretive data supplied by Parent the Company or any of its Subsidiaries to the Parent Company Independent Petroleum Engineers relating to Parent the interests of the Acquired Companies referred to in the Parent Company Reserve ReportReports, by or on behalf of Parent and its Subsidiaries the Acquired Companies that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries the Acquired Companies in connection with the preparation of the Parent Company Reserve Report Reports was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, the oil and gas reserve estimates of Parent the Acquired Companies set forth in the Parent Company Reserve Report Reports are derived from reports that have been prepared by the Parent Company Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries the Acquired Companies at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Company Reserve Report Reports that would reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person person or individual under (or otherwise with respect to) any Oil and Gas Leases Properties have been properly and timely paid or are being contested in good faith through appropriate Proceedingspaid, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries the Acquired Companies have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries no Acquired Company (and, to Parentthe Company’s Knowledgeknowledge, no third party Third Party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor or grantor thereunder to cancel or terminate such Oil and Gas Lease) included in or otherwise relating to the Oil and Gas Properties owned or held by Parent or any of its Subsidiariesthe Acquired Companies. (d) Except All material proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of the Acquired Companies are being received by them in a timely manner and are not being held in suspense (by the Company, any of its Subsidiaries, any Third Party operator thereof or any other person) for any reason other than awaiting preparation and approval of division order title opinions for recently drilled Wxxxx. None of the Acquired Companies is obligated by virtue of a take-or-pay payment, advance payment or similar payment (other than royalties, overriding royalties and similar arrangements established in the Oil and Gas Leases) to deliver Hydrocarbons or proceeds from the sale thereof, attributable to such person’s interest in its Oil and Gas Properties at some future time without receiving payment therefor at the time of delivery, except, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. None of the Acquired Companies have, all proceeds from and none of the sale of Hydrocarbons produced from assets held by the Acquired Companies are subject to, any production, processing or transportation imbalances with any person with respect to the Oil and Gas Properties of Parent and its Subsidiaries are being received held by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof the Acquired Companies or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled XxxxxHydrocarbons attributable thereto. (e) All of the Xxxxx Wxxxx and all water, CO2, injection or other xxxxx wxxxx located on the Oil and Gas Properties Leases of Parent and its Subsidiaries the Acquired Companies or otherwise associated with an Oil and Gas Property of Parent the Company or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by applicable Law and the applicable contract Contracts entered into by Parent or the Company and any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx wxxxx and all related development development, production and other operations have been conducted in compliance with all applicable Law except, in each case, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (f) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, none of the material Oil and Gas Properties of Parent the Company or its Subsidiaries is subject to any preferential preferential, purchase, consent or similar right that would become operative as a result of the Contemplated Transactions. (g) Except as has not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) there are no wxxxx that constitute a part of the Oil and Gas Properties of the Acquired Companies in respect of which any of the Acquired Companies have received a notice, claim, demand or Order from any Governmental Entity notifying, claiming, demanding or requiring that such well(s) be temporarily or permanently plugged and abandoned and (ii) all wxxxx drilled by the Acquired Companies or, to the Company’s knowledge, by a Third Party operator, are either (A) in use for purposes of production, injection or water sourcing, (B) suspended or temporarily abandoned in accordance with applicable Law or (iii) permanently plugged and abandoned in accordance with applicable Law. (h) The Oil and Gas Properties are and since January 1, 2018 have been, and the Acquired Companies’ (or any Third Party operator’s) operation of the Oil and Gas Properties is and since January 1, 2018 has been, in compliance with all applicable Law, except where the failure to so comply does not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect

Oil and Gas Matters. (a) Except as has not had and would not be reasonably be expected likely to have, individually or in the aggregate, have a Parent Rice Material Adverse Effect, Effect and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date dates of the reserve report prepared by XxXxxxx Petroleum ConsultantsNetherland, Ltd. Xxxxxx & Associates Inc. (the “Parent Rice Independent Petroleum Engineers”) relating to Parent the Rice interests referred to therein as of December 31, 2020 2015 (the “Parent Rice Reserve Report”) or (ii) reflected in the Parent Rice Reserve Report or in the Parent Rice SEC Documents as having been sold or otherwise disposed of, as of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v))hereof, Parent Rice and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Rice Reserve Report and in each case as attributable to interests owned by Parent Rice and its Subsidiaries, free and clear of any Encumbrances, except for Encumbrances (other than Permitted Encumbrances). For purposes of the foregoing sentence, “good and defensible title” means that ParentRice’s and/or or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that them as reflected in the Rice Reserve Report) (A1) entitles Parent Rice (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Rice Reserve Report of all Hydrocarbons hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B2) obligates Parent Rice (and/or or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Rice Reserve Report for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Rice Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties and (C3) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not be reasonably likely to have a Parent Rice Material Adverse Effect, the factual, non-interpretive data supplied by Parent Rice to the Parent Rice Independent Petroleum Engineers relating to Parent the Rice interests referred to in the Parent Rice Reserve Report, by or on behalf of Parent Rice and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent Rice and its Subsidiaries in connection with the preparation of the Parent Rice Reserve Report was, as of the time provided, accurate in all respects. To Parentthe Rice’s Knowledgeknowledge, any there are no material errors in the assumptions or and estimates provided by any of Parent’s Rice and its Subsidiaries to the Parent Independent Petroleum Engineers in connection with its the preparation of the Parent Rice Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were madeReport. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, have not had and would not be reasonably likely to have a Parent Rice Material Adverse Effect, the oil and gas reserve estimates of Parent Rice set forth in the Parent Rice Reserve Report are derived from reports that have been prepared by the Parent Rice Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries Rice at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Rice Reserve Report that has had or would be reasonably be expected likely to have, individually or in the aggregate, a Parent Rice Material Adverse Effect. (c) Except as has not had and would not be reasonably be expected likely to have, individually or in the aggregate, a Parent Rice Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any such Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedings, and (iiiii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent Rice or any of its Subsidiaries have been timely and properly paid paid, (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iiiiv) none of Parent Rice or any of its Subsidiaries (and, to Parentthe Rice’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract entered into by Parent Rice or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonmentiv) of such xxxxx and all related development production and other operations have been conducted in compliance with all applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Rice or any of its Subsidiaries has received written notice from any other party to any such Oil and Gas Properties Lease that Rice or any of Parent or its Subsidiaries is subject to in breach or default under any preferential purchase, consent or similar right that would become operative as a result of the TransactionsOil and Gas Lease.

Oil and Gas Matters. (a) Except as does not have and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, Effect and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date dates of the reserve report prepared by XxXxxxx Petroleum ConsultantsXxxxx Xxxxx Company, Ltd. L.P. (in such capacity, the “Parent Company Independent Petroleum Engineers”) relating to Parent the Company interests referred to therein as of December 31, 2020 2017 (the “Parent Company Reserve Report”) or (ii) reflected in the Parent Company Reserve Report or in the Parent Company SEC Documents as having been sold or otherwise disposed of, as of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v))hereof, Parent the Company and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Company Reserve Report (the “Company Oil and Gas Properties”) and in each case as attributable to interests owned by Parent the Company and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parentthe Company’s and/or or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) ), beneficially or of record, to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (Ai) entitles Parent the Company (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Company Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (Bii) obligates Parent the Company (and/or or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Company Reserve Report for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties increases that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties Properties) and (Ciii) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, do not have and would not reasonably be expected to have a Parent Company Material Adverse Effect, the factual, non-interpretive data supplied by Parent or on behalf of the Company or its Subsidiaries to the Parent Company Independent Petroleum Engineers relating to Parent the Company interests referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Company Reserve Report was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, do not have and would not reasonably be expected to have a Parent Company Material Adverse Effect, the oil and gas reserve estimates of Parent the Company set forth in the Parent Company Reserve Report are derived from reports that have been prepared by the Parent Company Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries the Company at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Company Reserve Report that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) Except as does not have and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases that are a part of the Company Oil and Gas Properties (“Company Oil and Gas Leases”) have been properly and timely paid or are being contested in good faith through appropriate Proceedingspaid, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Company Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and paid, (iii) none of Parent the Company or any of its Subsidiaries (and, to Parentthe Company’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act action that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Company Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Company Oil and Gas Lease) included in the Company Oil and Gas Properties owned or held by Parent or any of its SubsidiariesProperties. (d) Except as does not have and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Company Oil and Gas Properties of Parent and its Subsidiaries are being received by them such selling entities in a timely manner or and no proceeds from the sale of Hydrocarbons produced from any such Company Oil and Gas Properties are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parentthe Company, any of its Subsidiaries, any third party operator thereof or any other PersonPerson or individual) for any reason other than (i) as reported in the Company SEC Documents or (ii) awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. Neither Company nor its Subsidiaries is obligated by virtue of a take-or-pay payment, advance payment, or similar payment (other than royalties, overriding royalties and similar arrangements established in the Oil and Gas Leases) to deliver Hydrocarbons or proceeds from the sale thereof, attributable to such Person’s interest in its Oil and Gas Properties at some future time without receiving payment therefor at the time of delivery, except, in each case, as does not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties Leases of Parent the Company and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent the Company or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract contracts entered into by Parent the Company or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development development, production and other operations have been conducted in compliance with all applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (f) Except as does not have and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, none of the material Oil and Gas Properties of Parent the Company or its Subsidiaries is subject to any preferential purchase, consent consent, tag-along or similar right that would become operative as a result of the Transactions. (g) Except as does not have and would not reasonably be expected to have a Company Material Adverse Effect, to the Company’s knowledge, (a) there are no xxxxx that constitute a part of the Company Oil and Gas Properties in respect of which the Company has received a notice, claim, demand or order from any Governmental Entity notifying, claiming, demanding or requiring that such well(s) be temporarily or permanently plugged and abandoned; and (b) all xxxxx drilled by the Company or any of its Subsidiaries are either (i) in use for purposes of production, injection or water sourcing, (ii) suspended or temporarily abandoned in accordance with applicable Law, or (iii) permanently plugged and abandoned in accordance with applicable Law.

Oil and Gas Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report reports prepared by XxXxxxx Petroleum Consultants, Ltd. (the “Parent Independent Petroleum Engineers”) Reserve Engineers relating to Parent interests referred to therein as of December 31, 2020 2022 (the “Parent Reserve ReportReports”) or (ii) reflected in the Parent Reserve Report Reports or in the Parent SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v))of, Parent and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report Reports and in each case as attributable to interests owned by Parent and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s or one and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) beneficially or of record with any applicable Governmental Entity that (A1) entitles Parent (or and/or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report Reports of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas PropertiesProperties (other than decreases in connection with operations in which Parent and/or its Subsidiaries may be a non-consenting co-owner, decreases resulting from reversion of interests to co-owners with respect to operations in which such co-owners elected not to consent, decreases resulting from the establishment of pools or Units, and decreases required to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries; in each case, to the extent occurring after the date of the Parent Reserve Reports), (B2) obligates Parent (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report Reports for such Oil and Gas Properties (other than any positive differences in difference between such percentage) actual percentage and the applicable working interest shown on the Parent Reserve Report Reports for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties Properties) and (C3) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent to the Parent Independent Petroleum Reserve Engineers relating to Parent interests referred to in the Parent Reserve ReportReports, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report Reports was, as of the time providedprovided (or modified or amended prior to the issuance of the Parent Reserve Reports), accurate in all respects. To Parent’s Knowledgeknowledge, any assumptions or estimates provided by any of ParentPxxxxx’s Subsidiaries to the Parent Independent Petroleum Reserve Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report Reports are derived from reports that have been prepared by the Parent Independent Petroleum Reserve Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto Applicable Securities Laws applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report Reports that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedingsin the ordinary course of business, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid or contested in good faith in the ordinary course of business (other than any such Production Burdens that which are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries (and, to Parent’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder hereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are (other than those being contested in good faith through appropriate Proceedings in the ordinary course of business) and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled XxxxxWxxxx. (e) All of the Xxxxx Wxxxx and all water, CO2, injection or other xxxxx wxxxx located on the Oil and Gas Properties Leases of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, Subsidiaries have been drilled, completed and operated within the limits permitted by the applicable contract Oil and Gas Lease(s), the applicable Contracts entered into by Parent or any of its Subsidiaries related to such xxxxx Wxxxx and such other wxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment, if applicable) of such xxxxx Wxxxx and all related development production such other wxxxx that were drilled and other operations completed (and plugged and abandoned, if applicable) by Parent or its Subsidiaries have been conducted in compliance with all such applicable Oil and Gas Lease(s), Contracts and applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all Oil and Gas Properties operated by Parent or its Subsidiaries (and, to the knowledge of Parent, all Oil and Gas Properties owned or held by Parent or any of its Subsidiaries and operated by a third party) have been operated as a reasonably prudent operator in accordance with its past practices. (g) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, consent tag-along, right of first refusal, Consent or similar right that would become operative as a result of the Transactionsentry into (or the consummation of) this Agreement or the Arrangement. (h) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, with respect to Oil and Gas Properties operated by Parent and its Subsidiaries, all currently producing Wxxxx and all tangible equipment included therein, used in connection with the operation thereof or otherwise primarily associated therewith are in a good state of repair and are adequate and sufficient to maintain normal operations in accordance with past practices (ordinary wear and tear excepted).

Oil and Gas Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report prepared by XxXxxxx Petroleum ConsultantsNetherland, Ltd. Xxxxxx & Associates, Inc. (the “Parent Company Independent Petroleum Engineers”) relating to Parent the Company interests referred to therein as of December 31, 2020 2017 (the “Parent Company Reserve Report”) or (ii) reflected in the Parent Company Reserve Report or in the Parent Company SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v)), Parent the Company and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Company Reserve Report and in each case as attributable to interests owned by Parent the Company and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parentthe Company’s and/or or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A1) entitles Parent the Company (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Company Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B2) obligates Parent the Company (and/or or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Company Reserve Report for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Company Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties and (C3) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Company Material Adverse Effect, the factual, non-interpretive data supplied by Parent the Company to the Parent Company Independent Petroleum Engineers relating to Parent the Company interests referred to in the Parent Company Reserve Report, by or on behalf of Parent the Company and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent the Company and its Subsidiaries in connection with the preparation of the Parent Company Reserve Report was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Company Material Adverse Effect, the oil and gas reserve estimates of Parent the Company set forth in the Parent Company Reserve Report are derived from reports that have been prepared by the Parent Company Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries the Company at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Company Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedingspaid, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent the Company or any of its Subsidiaries (and, to Parentthe Company’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent the Company and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parentthe Company, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties Leases of Parent the Company and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent the Company or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract contracts entered into by Parent the Company or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development development, production and other operations have been conducted in compliance with all applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, none of the material Oil and Gas Properties of Parent the Company or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the Transactions.

Oil and Gas Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report reports prepared by XxXxxxx Petroleum Consultants, Ltd. (the “Parent Independent Petroleum Engineers”) Company Reserve Engineers relating to Parent Company interests referred to therein as of December 31, 2020 2022 (the “Parent Company Reserve ReportReports”) or (ii) reflected in the Parent Company Reserve Report Reports or in the Parent SEC Company Securities Documents as having been sold or otherwise disposed of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v))of, Parent Company and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Company Reserve Report Reports and in each case as attributable to interests owned by Parent Company and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that ParentCompany’s or one and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) beneficially or of record with any applicable Governmental Entity that (A1) entitles Parent Company (or and/or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Company Reserve Report Reports of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas PropertiesProperties (other than decreases in connection with operations in which Company and/or its Subsidiaries may be a non-consenting co-owner, decreases resulting from reversion of interests to co-owners with respect to operations in which such co-owners elected not to consent, decreases resulting from the establishment of pools or Units, and decreases required to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries; in each case, to the extent occurring after the date of the Company Reserve Reports), (B2) obligates Parent Company (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Company Reserve Report Reports for such Oil and Gas Properties (other than any positive differences in difference between such percentage) actual percentage and the applicable working interest shown on the Parent Company Reserve Report Reports for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties Properties) and (C3) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Company Material Adverse Effect, the factual, non-interpretive data supplied by Parent Company to the Parent Independent Petroleum Company Reserve Engineers relating to Parent Company interests referred to in the Parent Company Reserve ReportReports, by or on behalf of Parent Company and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent Company and its Subsidiaries in connection with the preparation of the Parent Company Reserve Report Reports was, as of the time providedprovided (or modified or amended prior to the issuance of the Company Reserve Reports), accurate in all respects. To ParentCompany’s Knowledgeknowledge, any assumptions or estimates provided by any of ParentCompany’s Subsidiaries to the Parent Independent Petroleum Company Reserve Engineers in connection with its preparation of the Parent Company Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent Company at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Company Material Adverse Effect, the oil and gas reserve estimates of Parent Company set forth in the Parent Company Reserve Report Reports are derived from reports that have been prepared by the Parent Independent Petroleum Company Reserve Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent Company and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto Applicable Securities Laws applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Company Reserve Report Reports that would reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedingsin the ordinary course of business, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent Company or any of its Subsidiaries have been timely and properly paid or contested in good faith in the ordinary course of business (other than any such Production Burdens that which are being held in suspense by Parent Company or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent Company or any of its Subsidiaries (and, to ParentCompany’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder hereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent Company or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent Company and its Subsidiaries are being received by them in a timely manner or are (other than those being contested in good faith through appropriate Proceedings in the ordinary course of business) and are not being held in suspense (by ParentCompany, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties Leases of Parent Company and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent Company or its Subsidiaries that were drilled and completed by Parent Company or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, Subsidiaries have been drilled, completed and operated within the limits permitted by the applicable contract Oil and Gas Lease(s), the applicable Contracts entered into by Parent Company or any of its Subsidiaries related to such Xxxxx and such other xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment, if applicable) of such Xxxxx and such other xxxxx that were drilled and all related development production completed (and other operations plugged and abandoned, if applicable) by Company or its Subsidiaries have been conducted in compliance with all such applicable Oil and Gas Lease(s), Contracts and applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, all Oil and Gas Properties operated by Company or its Subsidiaries (and, to the knowledge of Company, all Oil and Gas Properties owned or held by Company or any of its Subsidiaries and operated by a third party) have been operated as a reasonably prudent operator in accordance with its past practices. (g) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the material Oil and Gas Properties of Parent Company or its Subsidiaries is subject to any preferential purchase, consent tag-along, right of first refusal, Consent or similar right that would become operative as a result of the Transactionsentry into (or the consummation of) this Agreement or the Arrangement. (h) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither Company nor any of its Subsidiaries has elected not to participate in any operation or activity proposed with respect to any of the Oil and Gas Properties owned or held by it (or them, as applicable) that could result in a penalty or forfeiture as a result of such election not to participate in such operation or activity that would be material to Company and its Subsidiaries, taken as a whole and is not reflected in the Company Reserve Reports. (i) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to Oil and Gas Properties operated by Company and its Subsidiaries, all currently producing Xxxxx and all tangible equipment included therein, used in connection with the operation thereof or otherwise primarily associated therewith (including all buildings, plants, structures, platforms, pipelines, machinery, vehicles and other rolling stock) are in a good state of repair and are adequate and sufficient to maintain normal operations in accordance with past practices (ordinary wear and tear excepted).

Oil and Gas Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report prepared by XxXxxxx Petroleum ConsultantsNetherland, Ltd. Sxxxxx & Associates, Inc. (in such capacity, the “Parent Company Independent Petroleum Engineers”) relating to Parent the Company interests referred to therein as of December 31, 2020 2019 (the “Parent Company Reserve Report”) or (ii) reflected in the Parent Company Reserve Report or in the Parent Company SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v)), Parent the Company and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Company Reserve Report and in each case as attributable to interests owned by Parent the Company and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parentthe Company’s or one and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) beneficially or of record with any applicable Governmental Entity that (A1) entitles Parent the Company (or and/or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Company Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas PropertiesProperties (other than decreases in connection with operations in which the Company and/or its Subsidiaries may be a non-consenting co-owner, decreases resulting from reversion of interests to co-owners with respect to operations in which such co-owners elected not to consent, decreases resulting from the establishment of pools or units, and decreases required to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries; in each case, to the extent occurring after the date of the Company Reserve Report), (B2) obligates Parent the Company (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Company Reserve Report for such Oil and Gas Properties (other than any positive differences in difference between such percentage) actual percentage and the applicable working interest shown on the Parent Company Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties Properties) and (C3) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Company Material Adverse Effect, the factual, non-interpretive data supplied by Parent the Company to the Parent Company Independent Petroleum Engineers relating to Parent the Company interests referred to in the Parent Company Reserve Report, by or on behalf of Parent the Company and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent the Company and its Subsidiaries in connection with the preparation of the Parent Company Reserve Report was, as of the time providedprovided (or modified or amended prior to the issuance of the Company Reserve Reports), accurate in all respects. To Parentthe Company’s Knowledgeknowledge, any assumptions or estimates provided by any of Parent’s the Company Subsidiaries to the Parent Independent Petroleum Engineers Company Reserve Engineer in connection with its preparation of the Parent Company Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent the Company at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Parent Company Material Adverse Effect, the oil and gas reserve estimates of Parent the Company set forth in the Parent Company Reserve Report are derived from reports that have been prepared by the Parent Company Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries the Company at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Company Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedingsin the ordinary course of business, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries have been timely and properly paid or contested in good faith in the ordinary course of business (other than any such Production Burdens that which are being held in suspense by Parent the Company or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent the Company or any of its Subsidiaries (and, to Parentthe Company’s Knowledgeknowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent the Company or any of its Subsidiaries. To the Company’s knowledge, Schedule 4.17(c) of the Company Disclosure Letter sets forth all the material Oil and Gas Leases where the primary term thereof is scheduled to expire by the express terms of such Oil and Gas Lease (in whole or in part) at any time in the twelve (12)-month period immediately following the date of this Agreement. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent the Company and its Subsidiaries are being received by them in a timely manner or are (other than those being contested in good faith through appropriate Proceedings in the ordinary course of business) and are not being held in suspense (by Parentthe Company, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled XxxxxWxxxx. (e) All of the Xxxxx Wxxxx and all water, CO2, injection or other xxxxx wxxxx located on the Oil and Gas Properties Leases of Parent the Company and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent the Company or its Subsidiaries that were drilled and completed by Parent the Company or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, Subsidiaries have been drilled, completed and operated within the limits permitted by the applicable contract Oil and Gas Lease(s), the applicable Contracts entered into by Parent the Company or any of its Subsidiaries related to such xxxxx Wxxxx and such other wxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx Wxxxx and all related development production such other wxxxx that were drilled and other operations completed (and plugged and abandoned) by the Company or its Subsidiaries have been conducted in compliance with all such applicable Oil and Gas Lease(s), Contracts and applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, all Oil and Gas Properties operated by the Company or its Subsidiaries (and, to the knowledge of the Company, all Oil and Gas Properties owned or held by the Company or any of its Subsidiaries and operated by a third party) have been operated as a reasonably prudent operator in accordance with its past practices. (g) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the material Oil and Gas Properties of Parent the Company or its Subsidiaries is subject to any preferential purchase, tag-along, right of first refusal, consent or similar right that would become operative as a result of the entry into (or the consummation of) the Transactions. (h) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has elected not to participate in any operation or activity proposed with respect to any of the Oil and Gas Properties owned or held by it (or them, as applicable) that could result in a penalty or forfeiture as a result of such election not to participate in such operation or activity that would be material to the Company and its Subsidiaries, taken as a whole and is not reflected in the Company Reserve Reports. (i) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and to the knowledge of the Company as of the date of this Agreement, Schedule 4.17(i) of the Company Disclosure Letter lists, as of December 31, 2019, all transportation, plant, production and other imbalances and overlifts with respect to Hydrocarbon production from the Oil and Gas Properties of the Company and its Subsidiaries. (j) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to Oil and Gas Properties operated by the Company and its Subsidiaries, all currently producing Wxxxx and all tangible equipment included therein, used in connection with the operation thereof or otherwise primarily associated therewith (including all buildings, plants, structures, platforms, pipelines, machinery, vehicles and other rolling stock) are in a good state of repair and are adequate and sufficient to maintain normal operations in accordance with past practices (ordinary wear and tear excepted). (k) As of the date of this Agreement, there are no authorizations for expenditure or other commitments to make capital expenditures (or series of related authorizations for expenditure or commitments) binding on the Company or any of its Subsidiaries with respect to its or their respective Oil and Gas Properties that the Company reasonably anticipates will individually require expenditures after the Effective Time of greater than $1,000,000.

Oil and Gas Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the Ordinary Course since the date of specified in the reserve report prepared by XxXxxxx Petroleum ConsultantsNetherland, Ltd. Sxxxxx & Associates, Inc. (the “Parent Independent Petroleum EngineersEngineer”) relating to Parent Parent’s interests referred to therein and dated as of December 31February 9, 2020 2023 (the “Parent Reserve Report”) or (ii) reflected in the Parent Reserve Report or in the Parent SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions transactions effected after the date hereof in accordance with Section 6.1(b)(v)), Parent and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report and in each case as attributable to interests owned by Parent and its Subsidiaries, free and clear of any Encumbrances, except for Encumbrances (other than Permitted Encumbrances). For purposes of the foregoing sentence, “good and defensible title” means that Parent’s and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A) entitles Parent (or and/or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas PropertiesProperties (other than decreases in connection with operations in which Parent and/or its Subsidiaries may be a non-consenting co-owner from and after the date hereof, decreases resulting from reversion of interests to co-owners with respect to operations in which such co-owners elected not to consent from and after the date of the Parent Reserve Report, and decreases resulting from the establishment of pools or units from and after the date of the Parent Reserve Report), (B) obligates Parent (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report for such Oil and Gas Properties (other than any positive differences difference in such percentage) percentage and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties Properties) and (C) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent to the Parent Independent Petroleum Engineers Engineer relating to Parent interests referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers Engineer in connection with its preparation of the Parent Reserve Reports Report were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report are derived from reports that have been prepared by the Parent Independent Petroleum EngineersEngineer, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases owned or held by Parent or any of its Subsidiaries have been properly and timely paid or are being contested in good faith through appropriate Proceedings, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries (and, to Parent’s Knowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled XxxxxWxxxx. Neither Parent nor any of its Subsidiaries (i) is obligated by virtue of a take-or-pay payment, advance payment or similar payment (other than royalties, overriding royalties and similar arrangements established in the Oil and Gas Leases) to deliver Hydrocarbons or proceeds from the sale thereof attributable to such Person’s interest in its Oil and Gas Properties at some future time without receiving payment therefor at the time of delivery or (ii) has any material transportation, processing or plant imbalance, and no Person has given notice that any such imbalance constitutes all of the relevant Person’s ultimately recoverable reserves from a balancing area. (e) All of the Xxxxx Wxxxx and all water, CO2, injection or other xxxxx wxxxx located on the Oil and Gas Properties of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx wxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract Contracts entered into by Parent or any of its Subsidiaries related to such xxxxx wxxxx, and in accordance with applicable LawLaw and applicable Parent Permits, and all drilling and completion (and plugging and abandonment) of such xxxxx wxxxx and all related development development, production and other operations have been conducted in compliance with all applicable Law Contracts and Laws and applicable Parent Permits except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as set forth on Schedule 5.18(e) of the Parent Disclosure Letter, there are no wxxxx that constitute a part of the Oil and Gas Properties of Parent and its Subsidiaries of which Parent or a Subsidiary has received a written notice, claim, demand or order from any Governmental Entity notifying, claiming, demanding or requiring that such well(s) be temporarily or permanently plugged and abandoned. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, tag-along, right of first refusal, consent or similar right that would become operative as a result of the execution of this Agreement or the consummation of the Transactions. (g) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, since the date of the Parent Reserve Reports, neither the Parent nor any of its Subsidiaries has elected not to participate in any operation or activity proposed with respect to any of the Oil and Gas Properties owned or held by it (or them, as applicable) that could result in a penalty or forfeiture as a result of such election not to participate in such operation or activity that would be material to Parent and its Subsidiaries, taken as a whole and is not reflected in the Parent Reserve Report.

Oil and Gas Matters. (a) Except The Company has furnished to Parent true and complete copies of the most recent reports estimating the proved oil and gas reserves of Peoples Energy Production Company (the "E&P Sub") with respect to the E&P Sub's Will-Drill Properties, Gulf Coast Properties, Texas and Louisiana Properties, New Mexico and North Dakota Properties and South Texas Properties, as would not reasonably be expected prepared by the respective independent petroleum engineering firms named therein (collectively, the "Company Reserve Reports"). The factual, non-interpretive data on which the Company Reserve Reports were based for purposes of estimating the oil and gas reserves set forth in the Company Reserve Reports was accurate in all material respects. The oil and gas properties described in the Company Reserve Reports (the "Oil and Gas Properties") are the E&P Sub's only material properties and assets. (b) All operated producing oil and gas xxxxx included in the Company Reserve Reports have been operated and produced and, to havethe knowledge of the Company, drilled, in accordance with generally accepted oil and gas field practices, except where failures to operate, produce and drill in accordance with such practices, individually or in the aggregate, a Parent Material Adverse Effect, have not had and except for property (i) sold or otherwise disposed of in the Ordinary Course since the date of the reserve report prepared by XxXxxxx Petroleum Consultants, Ltd. (the “Parent Independent Petroleum Engineers”) relating to Parent interests referred to therein as of December 31, 2020 (the “Parent Reserve Report”) or (ii) reflected in the Parent Reserve Report or in the Parent SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v)), Parent and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report and in each case as attributable to interests owned by Parent and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A) entitles Parent (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B) obligates Parent (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties and (C) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent to the Parent Independent Petroleum Engineers relating to Parent interests referred to in the Parent Reserve Report, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report was, as of the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report are derived from reports that have been prepared by the Parent Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) Except as would All proceeds from the sale of crude oil, natural gas liquids and other hydrocarbons produced from crude oil and natural gas ("Hydrocarbons") produced from the Oil and Gas Properties are being received by the E&P Sub in a timely manner and are not reasonably be expected being held in suspense for any reason, except where failures to havereceive such proceeds or the holding in suspense of such proceeds, individually or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins have not had and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedings, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries (and, to Parent’s Knowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries. (d) Except as would not reasonably be expected to havehave a Company Material Adverse Effect. (d) The E&P Sub has not received any advance, take-or-pay or other similar payments that entitle purchasers of production to receive deliveries of Hydrocarbons without paying therefor, and, on a net, company-wide basis, the E&P Sub is neither underproduced nor overproduced, in either case, under gas balancing or similar arrangements, except where receipt of such payments entitling purchasers to receive deliveries without paying therefor or the E&P Sub being underproduced or overproduced under gas balancing or similar arrangements, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil has not had and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract entered into by Parent or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development production and other operations have been conducted in compliance with all applicable Law except, in each case, as would not reasonably be expected to havehave a Company Material Adverse Effect. (e) The oil and gas leases and other agreements (collectively, the "Oil and Gas Agreements") that provide the E&P Sub with operating rights in the Oil and Gas Properties are legal, valid and binding and in full force and effect, and the rentals, royalties and other payments due thereunder have been properly and timely paid and there is no existing default, breach or violation (or event that, with notice or lapse of time or both, would become a default, breach or violation) under any Oil and Gas Agreement, except where failure to be legal, valid and binding and in full force and effect and such defaults, breaches and violations, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect. (f) Except as would not reasonably be expected No claim, notice or order from any Governmental Entity or other person has been received by the Company or the E&P Sub, or, to havethe knowledge of the Company, threatened against the E&P Sub, due to Hydrocarbons production in excess of allowables or similar violations that could result in curtailment of production from any unit or oil and gas properties of the E&P Sub, except any such violations that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, none of the material Oil and Gas Properties of Parent or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the Transactions.

Oil and Gas Matters. (a) All rentals, royalties and other burdens on production and expenses relating to or arising from the Debtors’ ownership or operation of the Oil and Gas Properties, the production of Hydrocarbons or the receipt of proceeds therefrom, have been, and are being, paid (timely and before the same become delinquent) by the Debtors; provided that for any Oil and Gas Properties that are operated by any Person other than a Debtor or any of its Affiliates, the representation in this Section 3.26 is qualified by the phrase, “To the Knowledge of the Debtors.” (b) Except for routine expenditures incurred in the Ordinary Course of Business and capital expenditures that are consistent with the Approved Budget (as defined in the DIP Credit Agreement), the Debtors have not entered into any commitment or obligation with a third party for any expenditures relating to the ownership or operation of the Oil and Gas Properties, including expenditures to drill additional xxxxx, or to deepen, plug back, or rework existing Xxxxx, or to abandon any Xxxxx, or to conduct other operations under the applicable operating agreement on the Oil and Gas Properties. (c) Except as described on Schedule 3.26(c) of the Debtor Disclosure Schedules, there are no material Imbalances arising with respect to the Oil and Gas Properties. (d) There are no Xxxxx located on the Leases or lands covered thereby or pooled or unitized therewith that: (i) any Debtor is currently obligated (directly or indirectly) by Law or Contract to plug and abandon; (ii) any Debtor will be obligated (directly or indirectly) by Law or Contract to plug or abandon with the lapse of time or notice or both because the Well is not currently capable of producing in commercial quantities; or (iii) have been plugged and abandoned but have not been plugged in accordance with all applicable Laws of each Governmental Body having jurisdiction over the Oil and Gas Properties, except in each case of clauses (i), (ii) and (iii) for any obligation or noncompliance that would not reasonably be expected to havenot, individually or in the aggregate, a Parent Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the Ordinary Course since the date of the reserve report prepared by XxXxxxx Petroleum Consultants, Ltd. (the “Parent Independent Petroleum Engineers”) relating to Parent interests referred to therein as of December 31, 2020 (the “Parent Reserve Report”) or (ii) reflected in the Parent Reserve Report or in the Parent SEC Documents as having been sold or otherwise disposed of (other than sales or dispositions after the date hereof in accordance with Section 6.1(b)(v)), Parent and its Subsidiaries have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Reserve Report and in each case as attributable to interests owned by Parent and its Subsidiaries, free and clear of any Encumbrances, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s and/or one or more of its Subsidiaries’, as applicable, title (as of the date hereof and as of the Closing) to each of the Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A) entitles Parent (or one or more of its Subsidiaries, as applicable) to receive (after satisfaction of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B) obligates Parent (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties and (C) is free and clear of all Encumbrances (other than Permitted Encumbrances). (b) Except for any such matters that would not reasonably be expected to have, individually or be adverse in the aggregate, a Parent Material Adverse Effect, the factual, non-interpretive data supplied by Parent any material respect to the Parent Independent Petroleum Engineers relating Debtors, taken as a whole. (e) No Debtor is obligated by virtue of any material take-or-pay payment, advance payment or other similar payment (other than gas balancing arrangements) to Parent interests referred to in deliver Hydrocarbons, or proceeds from the Parent Reserve Reportsale thereof, by or on behalf of Parent and its Subsidiaries that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its Subsidiaries in connection with the preparation of the Parent Reserve Report was, as of at some future time without receiving payment therefor at or after the time provided, accurate in all respects. To Parent’s Knowledge, any assumptions or estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers in connection with its preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were made. Except for any such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the oil and gas reserve estimates of Parent set forth in the Parent Reserve Report are derived from reports that have been prepared by the Parent Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Reserve Report that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectdelivery. (cf) Except as would not reasonably be expected to have, individually There exists no agreements or in the aggregate, a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person arrangements by or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedings, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or binding upon any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries (and, to Parent’s Knowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from Debtors for the sale of Hydrocarbons produced production from the Oil and Gas Properties (including calls on, or other rights to purchase, production, whether or not the same are currently being exercised) at a fixed price and have a maturity or expiry date of Parent and its Subsidiaries longer than six (6) months from the Execution Date other than agreements or arrangements which are being received by them in a timely manner cancelable with 90 days’ notice or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parentless without penalty or detriment. Except as set forth on Schedule 3.26(f) of the Debtor Disclosure Schedules, none of the Debtors is taking any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on production from the Oil and Gas Properties in kind and all production is being sold by the operator of Parent the Leases and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and Xxxxx pursuant to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract entered into by Parent or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development production and other operations have been conducted in compliance with all applicable Law except, in each case, as would not reasonably be expected to have, individually or joint operating agreements. The Debtors are currently receiving payment in the aggregate, a Parent Material Adverse Effect. ordinary course for all production from (for attributable to) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the material Oil and Gas Properties covered by a production sales contract in accordance with the terms of Parent or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the Transactionssuch production sales contract.

Oil and Gas Matters. (a) The Oil and Gas Properties of the Ferrari Entities constitute all of the fee mineral interests and Royalties directly or indirectly owned by Ferrari (the “Ferrari Oil and Gas Properties”). Other than the Ferrari Oil and Gas Properties, as of the date hereof, the Ferrari Entities do not own any other type of Oil and Gas Property. (b) Except in each case as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Parent Ferrari Material Adverse Effect, Effect and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report prepared audited by XxXxxxx Petroleum ConsultantsXxxxx Xxxxx Company, Ltd. L.P. (the “Parent Ferrari Independent Petroleum Engineers”) relating to Parent the Ferrari Entities’ interests referred to therein as of December 31, 2020 (the “Parent Ferrari Reserve Report”) or ), (ii) reflected in the Parent Ferrari Reserve Report or in the Parent SEC Documents as having been sold or otherwise disposed of or (other than iii) permitted sales or dispositions after the date hereof in accordance with Section 6.1(b)(v))5.2, Parent and its Subsidiaries the Ferrari Entities have good and defensible title to all Ferrari Oil and Gas Properties forming the basis for the reserves reflected in the Parent Ferrari Reserve Report and in each case as attributable to interests owned by Parent and its Subsidiariesthe Ferrari Entities, free and clear of any Encumbrances, except for Liens (other than Ferrari Permitted EncumbrancesLiens). For purposes of the foregoing sentence, “good and defensible title” means such record or beneficial title that Parent’s and/or one or more is free from reasonable doubt that a prudent Person engaged in the business of its Subsidiaries’, as applicable, title (as of the date hereof purchasing and as of the Closing) to each of the owning Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A) entitles Parent (or one or more of its Subsidiariesin the geographical areas in which they are located, as applicable) to receive (after satisfaction with knowledge of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B) obligates Parent (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs facts and expenses for the maintenance and development oftheir legal bearing, and operations relating towould be willing to accept, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties and (C) is free and clear of all Encumbrances (other than Permitted Encumbrances)acting reasonably. (bc) Except for any such matters that in each case as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Parent Ferrari Material Adverse Effect, the factual, non-interpretive data supplied by Parent the Ferrari Entities to the Parent Ferrari Independent Petroleum Engineers relating to Parent the Ferrari Entities’ interests referred to in the Parent Ferrari Reserve Report, by or on behalf of Parent and its Subsidiaries the Ferrari Entities that was material to such firm’s estimates estimate of proved oil and gas reserves attributable to the Ferrari Oil and Gas Properties of Parent and its Subsidiaries included in connection with the preparation of the Parent Ferrari Reserve Report was, as of the time provided, to the knowledge of Ferrari, accurate in all material respects. To Parent’s Knowledgethe knowledge of Ferrari, any there are no material errors in the assumptions or and estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers Ferrari Entities in connection with its the preparation of the Parent Ferrari Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were madeReport. Except for any such matters that as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Parent Ferrari Material Adverse Effect, the oil and gas reserve estimates of Parent the Ferrari Entities set forth in the Parent Ferrari Reserve Report are derived from reports that have been prepared by the Parent Independent Petroleum Engineers, and such reserve estimates fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries the Ferrari Entities at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Ferrari Reserve Report that would reasonably be expected to haveexpected, individually or in the aggregate, to have a Parent Ferrari Material Adverse Effect. (cd) Except There are no Oil and Gas Properties operated by any Ferrari Entity. (e) All Royalties, revenues, and other benefits attributable to production from, or the ownership of, the Ferrari Oil and Gas Properties that are payable to any Ferrari Entity are being received by the Ferrari Entities in a timely and proper manner and are not being held in suspense by any operator of or purchaser of Hydrocarbon production (other than any such Royalties or revenues held in suspense by operators pending execution of division orders associated with newly drilled xxxxx, newly acquired interests, or otherwise being held in suspense in accordance with Law), except as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedings, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries (and, to Parent’s Knowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract entered into by Parent or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development production and other operations have been conducted in compliance with all applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Ferrari Material Adverse Effect. (f) Except as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Parent Ferrari Material Adverse Effect, no Ferrari Entity has received any Royalties, revenues, or other benefits attributable to production from or the ownership of, the Ferrari Oil and Gas Properties in excess of the Royalties, revenues, or other benefits such Ferrari Entity is properly entitled to or that such Ferrari Entity would otherwise be required to remit to any operator, purchaser of production or other Royalty owner. (g) Except in each case as would not reasonably be expected, individually or in the aggregate, to have a Ferrari Material Adverse Effect, the Ferrari Oil and Gas Properties do not include any unleased mineral interest where any Ferrari Entity has agreed to, or any Sierra Entity will have to, bear a share of drilling, operating or other costs as a participating mineral owner, other than instances where the Ferrari Entities have been force pooled under applicable Law and such Ferrari Entity’s share of drilling, operating or other costs as a participating mineral owner in such pooled unit are set off against the Ferrari Entity’s share of the proceeds of production attributable to such pooled unit. (h) Except in each case as would not reasonably be expected, individually or in the aggregate, to have a Ferrari Material Adverse Effect, none of the material Ferrari Oil and Gas Properties of Parent or its Subsidiaries is are subject to any preferential purchase, consent or similar right that would become operative as a result of the consummation of the Merger and the other Transactions. (i) Except in each case as would not reasonably be expected, individually or in the aggregate, to have a Ferrari Material Adverse Effect, (i) to Ferrari’s knowledge, all rentals, shut-ins and similar payments owed to any Ferrari Entity under (or otherwise with respect to) any Oil and Gas Leases burdening the Ferrari Oil and Gas Properties (such Oil and Gas Leases, the “Ferrari Third Party Leases”) have been properly and timely paid and (ii) to Ferrari’s knowledge, no Ferrari Entity has received any notice from any relevant operator or lessee of any of the Ferrari Third Party Leases of such Person’s intention or desire to modify, renegotiate or repudiate any term in such Ferrari Third Party Lease or any payment obligation due thereunder, in each case, for which such matter has not previously been resolved.

Oil and Gas Matters. (a) The Oil and Gas Properties of the Sierra Entities constitute all of the fee mineral interests and Royalties directly or indirectly owned by Sierra (the “Sierra Oil and Gas Properties”). Other than the Sierra Oil and Gas Properties, as of the date hereof, the Sierra Entities do not own any other type of Oil and Gas Property. (b) Except in each case as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Parent Sierra Material Adverse Effect, Effect and except for property (i) sold or otherwise disposed of in the Ordinary Course ordinary course of business since the date of the reserve report prepared audited by XxXxxxx Petroleum ConsultantsXxxxxx, Ltd. Xxxxxxxxx & Associates, Inc. (the “Parent Sierra Independent Petroleum EngineersEngineer”) relating to Parent the Sierra Entities’ interests referred to therein as of December 31, 2020 (the “Parent Sierra Reserve Report”) or the reserve report audited by Netherland, Xxxxxx & Associates, Inc. (“NSAI”) relating to the Sierra Entities’ interests referred to therein as of December 31, 2020 (the “NSAI Reserve Report”), (ii) reflected in the Parent Sierra Reserve Report or in the Parent SEC Documents NSAI Reserve Report as having been sold or otherwise disposed of or (other than iii) permitted sales or dispositions after the date hereof in accordance with Section 6.1(b)(v))5.1, Parent and its Subsidiaries the Sierra Entities have (x) good and defensible title to all Sierra Oil and Gas Properties forming the basis for the reserves reflected in the Parent Sierra Reserve Report Report, and in each case as attributable to interests owned by Parent and its Subsidiariesthe Sierra Entities, free and clear of any EncumbrancesLiens (other than Sierra Permitted Liens) and (y) to the knowledge of Sierra, except good and defensible title to all Sierra Oil and Gas Properties forming the basis for the reserves reflected in the NSAI Reserve Report, and in each case as attributable to interests owned by the Sierra Entities, free and clear of any Liens (other than Sierra Permitted EncumbrancesLiens). For purposes of the foregoing sentence, “good and defensible title” means such record or beneficial title that Parent’s and/or one or more is free from reasonable doubt that a prudent Person engaged in the business of its Subsidiaries’, as applicable, title (as of the date hereof purchasing and as of the Closing) to each of the owning Oil and Gas Properties held or owned by them (or purported to be held or owned by them) that (A) entitles Parent (or one or more of its Subsidiariesin the geographical areas in which they are located, as applicable) to receive (after satisfaction with knowledge of all Production Burdens applicable thereto), not less than the net revenue interest share shown in the Parent Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties, (B) obligates Parent (and/or one or more of its Subsidiaries, as applicable) to bear a percentage of the costs facts and expenses for the maintenance and development oftheir legal bearing, and operations relating towould be willing to accept, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report for such Oil and Gas Properties (other than any positive differences in such percentage) and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties and (C) is free and clear of all Encumbrances (other than Permitted Encumbrances)acting reasonably. (bc) Except for any such matters that in each case as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Parent Sierra Material Adverse Effect, the factual, non-interpretive data supplied by Parent the Sierra Entities to the Parent Sierra Independent Petroleum Engineers Engineer and NSAI relating to Parent the Sierra Entities’ interests referred to in the Parent Sierra Reserve ReportReport or the NSAI Reserve Report (as applicable), by or on behalf of Parent and its Subsidiaries the Sierra Entities that was material to such firm’s estimates estimate of proved oil and gas reserves attributable to the Sierra Oil and Gas Properties of Parent and its Subsidiaries included in connection with the preparation of the Parent Sierra Reserve Report or the NSAI Reserve Report (as applicable) was, as of the time provided, to the knowledge of Sierra, accurate in all material respects. To Parent’s Knowledgethe knowledge of Sierra, any there are no material errors in the assumptions or and estimates provided by any of Parent’s Subsidiaries to the Parent Independent Petroleum Engineers Sierra Entities in connection with its the preparation of the Parent Sierra Reserve Reports were made in good faith and on a reasonable basis based on Report or the facts and circumstances in existence and that were known to Parent at the time such assumptions or estimates were madeNSAI Reserve Report. Except for any such matters that as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Parent Sierra Material Adverse Effect, the oil and gas reserve estimates of Parent the Sierra Entities set forth in the Parent Sierra Reserve Report are derived from reports that have been prepared by and, to the Parent Independent Petroleum Engineersknowledge of the Sierra, and such reserve estimates the NSAI Reserve Report, fairly reflect, in all respects, the oil and gas reserves of Parent and its Subsidiaries the Sierra Entities at the dates indicated therein and are in accordance with SEC guidelines applicable thereto applied on a consistent basis throughout the periods involved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Parent Sierra Reserve Report or, to the knowledge of Sierra, in the NSAI Reserve Report, that would reasonably be expected to haveexpected, individually or in the aggregate, to have a Parent Sierra Material Adverse Effect. (cd) Except There are no Oil and Gas Properties operated by any Sierra Entity. (e) All Royalties, revenues, and other benefits attributable to production from, or the ownership of, the Sierra Oil and Gas Properties that are payable to any Sierra Entity are being received by the Sierra Entities in a timely and proper manner and are not being held in suspense by any operator of or purchaser of Hydrocarbon production (other than any such Royalties or revenues held in suspense by operators pending execution of division orders associated with newly drilled xxxxx, newly acquired interests, or otherwise being held in suspense in accordance with Law), except as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Parent Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any Person or individual under (or otherwise with respect to) any Oil and Gas Leases have been properly and timely paid or are being contested in good faith through appropriate Proceedings, (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by Parent or any of its Subsidiaries have been timely and properly paid (other than any such Production Burdens that are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law) or are being contested in good faith through appropriate Proceedings and (iii) none of Parent or any of its Subsidiaries (and, to Parent’s Knowledge, no third party operator) has violated any provision of, or taken or failed to take any act that, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by Parent or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of Parent and its Subsidiaries are being received by them in a timely manner or are being contested in good faith through appropriate Proceedings and are not being held in suspense (by Parent, any of its Subsidiaries, any third party operator thereof or any other Person) for any reason other than awaiting preparation and approval of division order title opinions and the receipt of division orders for execution for recently drilled Xxxxx. (e) All of the Xxxxx and all water, CO2, injection or other xxxxx located on the Oil and Gas Properties of Parent and its Subsidiaries or otherwise associated with an Oil and Gas Property of Parent or its Subsidiaries that were drilled and completed by Parent or its Subsidiaries, and to the Knowledge of Parent, all such xxxxx that were not drilled and completed by Parent or its Subsidiaries, have been drilled, completed and operated within the limits permitted by the applicable contract entered into by Parent or any of its Subsidiaries related to such xxxxx and in accordance with applicable Law, and all drilling and completion (and plugging and abandonment) of such xxxxx and all related development production and other operations have been conducted in compliance with all applicable Law except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Sierra Material Adverse Effect. (f) Except in each case as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Parent Sierra Material Adverse Effect, no Sierra Entity has received any Royalties, revenues, or other benefits attributable to production from or the ownership of, the Sierra Oil and Gas Properties in excess of the Royalties, revenues, or other benefits such Sierra Entity is properly entitled to or that such Sierra Entity would otherwise be required to remit to any operator, purchaser of production or other Royalty owner. (g) Except in each case as would not reasonably be expected, individually or in the aggregate, to have a Sierra Material Adverse Effect, the Sierra Oil and Gas Properties do not include any mineral interest where any Sierra Entity has agreed to, or any Ferrari Entity will have to, bear a share of drilling, operating or other costs as a participating mineral owner, other than instances where the Sierra Entities have been force pooled under applicable Law and such Sierra Entity’s share of drilling, operating or other costs as a participating mineral owner in such pooled unit are set off against the Sierra Entity’s share of the proceeds of production attributable to such pooled unit. (h) Except in each case as would not reasonably be expected, individually or in the aggregate, to have a Sierra Material Adverse Effect, none of the material Sierra Oil and Gas Properties of Parent or its Subsidiaries is are subject to any preferential purchase, consent or similar right that would become operative as a result of the Transactionsconsummation of the Merger and the other Transactions contemplated by this Agreement. (i) Except in each case as would not reasonably be expected, individually or in the aggregate, to have a Sierra Material Adverse Effect, (i) to Sierra’s knowledge, all rentals, shut-ins and similar payments owed to any Sierra Entity under (or otherwise with respect to) any Oil and Gas Leases burdening the Sierra Oil and Gas Properties (such Oil and Gas Leases, the “Sierra Third Party Leases”) have been properly and timely paid and (ii) to Sierra’s knowledge, no Sierra Entity has received any notice from any relevant operator or lessee of any of the Sierra Third Party Leases of such Person’s intention or desire to modify, renegotiate or repudiate any term in such Sierra Third Party Lease or any payment obligation due thereunder, in each case, for which such matter has not previously been resolved.