Common use of Oil and Gas Matters Clause in Contracts

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the ordinary course of business since the date specified in the reserve report prepared by the Parent Reserve Engineer relating to Parent’s interests referred to therein and dated as of December 31, 2022 (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 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. For purposes of the foregoing sentence, “good and defensible title” means that Parent’s or one and/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 (1) entitles Parent (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 (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), (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 difference between such 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) and (3) is free and clear of all Encumbrances (other than Permitted Encumbrances).

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the ordinary course of business since the date specified in the reserve report prepared by the Parent Company Reserve Engineer relating to Parentthe Company’s interests referred to therein and dated as of December 31, 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 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. For purposes of the foregoing sentence, “good and defensible title” means that Parentthe Company’s or one and/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 (1) entitles Parent the Company (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 Properties (other than decreases in connection with operations in which Parent 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 Parent Company Reserve Report), (2) 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 difference between such 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) and (3) is free and clear of all Encumbrances (other than Permitted Encumbrances).

Oil and Gas Matters. (a) The Partnership has made available to Contango true and complete copies of all written reports prepared since January 1, 2019 and delivered to or received by any Mid-Con Group Entity in writing on or before the Execution Date estimating the Mid-Con Group Entities’ oil and gas reserves by an unaffiliated person concerning the Oil and Gas Properties of the Mid-Con Group Entities. Except as has is not had and would not reasonably be expected to have be material, individually or in the aggregate, to the Mid-Con Group Entities (taken as a Parent Material Adverse Effectwhole), and except for property (i) sold or otherwise disposed of in the ordinary course of business since the date specified in of the reserve report prepared by the Parent Reserve Engineer Partnership and evaluated by Xxxxxx, Xxxxxxxxx & Associates, Inc. (“CG&A”) relating to Parent’s the interests referred to therein and dated as of December 31, 2022 2019 (the “Parent Mid-Con Reserve Report”) or (ii) reflected in the Parent Mid-Con Reserve Report or in the Parent Mid-Con SEC Documents as having been sold or otherwise disposed of (other than transactions effected sales or dispositions after the date hereof Execution Date in accordance with Section 6.1(b)(v5.1(a)), Parent and its Subsidiaries the Mid-Con Group Entities have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Mid-Con Reserve Report and in each case as attributable to interests owned by Parent the Mid-Con Group Entities, free and its Subsidiariesclear of any Liens, except for Permitted Liens. For purposes of the foregoing sentence, “good and defensible title” means that Parentthe applicable entity’s or one and/or more of its Subsidiaries’, as applicable, title (as of the date hereof Execution Date 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 that, as of record with any applicable Governmental Entity that the Closing Date, and subject to Permitted Liens (1) entitles Parent (and/or one or more of its Subsidiaries, as applicable) such entity to receive (after satisfaction of all Production Burdens applicable thereto), ) not less than the net revenue interest share shown in the Parent Mid-Con Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties except, in each case, for (other than i) any decreases in connection with those operations in which Parent and/or its Subsidiaries any Mid-Con Group Entity may elect after the Execution Date to 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, (ii) any decreases resulting from the establishment or amendment, after the Execution Date, 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, 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) such 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 the Parent Mid-Con Reserve Report for such Oil and Gas Properties except, in each case, for (other than any positive difference between such actual percentage and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties i) increases that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties, and (ii) 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 a proportionate (or greater) increase in net revenue interest in such Oil and Gas Properties and (3) is free and clear of all Encumbrances Liens, defects and imperfections of title (other than Permitted EncumbrancesLiens).

Oil and Gas Matters. (a) Contango has made available to the Partnership true and complete copies of all written reports prepared since January 1, 2019 and delivered to or received by any Contango Group Entity in writing on or before the Execution Date estimating the Contango Group Entities’ oil and gas reserves by an unaffiliated person concerning the Oil and Gas Properties of the Contango Group Entities. Except as has is not had and would not reasonably be expected to have be material, individually or in the aggregate, to the Contango Group Entities (taken as a Parent Material Adverse Effectwhole), and except for property (i) sold or otherwise disposed of in the ordinary course of business since the date specified in of the reserve report prepared by the Parent Reserve Engineer Netherland, Xxxxxx & Associates, Inc. (“NSAI”) and Xxxxxxx X. Xxxx and Associates (“Xxxx”) relating to Parent’s the interests referred to therein and dated as of December 31January 1, 2022 2020 (the “Parent Contango Reserve Report”) or (ii) reflected in the Parent Contango Reserve Report or in the Parent Contango SEC Documents as having been sold or otherwise disposed of (other than transactions effected sales or dispositions after the date hereof Execution Date in accordance with Section 6.1(b)(v5.1(b)), Parent and its Subsidiaries the Contango Group Entities have good and defensible title to all Oil and Gas Properties forming the basis for the reserves reflected in the Parent Contango Reserve Report and in each case as attributable to interests owned by Parent the Contango Group Entities, free and its Subsidiariesclear of any Liens, except for Permitted Liens. For purposes of the foregoing sentence, “good and defensible title” means that Parentthe applicable entity’s or one and/or more of its Subsidiaries’, as applicable, title (as of the date hereof Execution Date 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 that, as of record with any applicable Governmental Entity that the Closing Date, and subject to Permitted Liens (1) entitles Parent (and/or one or more of its Subsidiaries, as applicable) such entity to receive (after satisfaction of all Production Burdens applicable thereto), ) not less than the net revenue interest share shown in the Parent Contango Reserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties except, in each case, for (other than i) any decreases in connection with those operations in which Parent and/or its Subsidiaries any Contango Group Entity may elect after the Execution Date to 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, (ii) any decreases resulting from the establishment or amendment, after the Execution Date, 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, 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) such 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 the Parent Contango Reserve Report for such Oil and Gas Properties except, in each case, for (other than any positive difference between such actual percentage and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties i) increases that are accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties, and (ii) 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 a proportionate (or greater) increase in net revenue interest in such Oil and Gas Properties and (3) is free and clear of all Encumbrances Liens, defects and imperfections of title (other than Permitted EncumbrancesLiens).

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the ordinary course of business since the date specified in of the reserve report prepared by Netherland, Xxxxxx & Associates, Inc. (in such capacity, the Parent Reserve Engineer “Company Independent Petroleum Engineers”) relating to Parent’s the Company interests referred to therein and dated as of December 31, 2022 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 transactions effected 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 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 (1) entitles Parent the Company (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 Properties (other than decreases in connection with operations in which Parent 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 Parent Company Reserve Report), (2) 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 difference between such 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) and (3) is free and clear of all Encumbrances (other than Permitted Encumbrances).

Oil and Gas Matters. (ai) Except as has not had and would not reasonably be expected to have a Parent Material Adverse Effect, Effect and except for property (iA) sold or otherwise disposed of in the ordinary course of business since the date specified in dates of the reserve report reports prepared by the Parent Reserve Engineer and evaluated by NSAI relating to Parent’s Parent interests referred to therein and dated as of December 31June 30, 2022 2013 (the “Parent Reserve ReportReports”) or (iiB) 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 transactions effected 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 and in each case as attributable to interests owned by Parent 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 Parent’s or one and/or 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 (1I) entitles Parent (and/or 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 (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)Properties, (2II) 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 difference between differences in such actual percentage 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 (3III) is free and clear of all Encumbrances (other than Permitted Encumbrances).

Oil and Gas Matters. (a) Except as has not had and would not be reasonably be expected likely to have result in a Parent Material Adverse Effect, Effect and except for property (i) sold or otherwise disposed of in the ordinary course of business since the date specified in of the reserve report prepared audited by Xxxxx Xxxxx Company, L.P. (the Parent Reserve Engineer “Independent Petroleum Engineers”) relating to Parent’s Xxxx Xxxx’x interests referred to therein and dated as of December 31, 2022 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 transactions effected 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 Subsidiariesthe Xxxx Xxxx Entities. For purposes of the foregoing sentence, “good and defensible title” means that Parentan Xxxx Xxxx Entity’s or one and/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) beneficially or of record with any applicable Governmental Entity that (1i) entitles Parent Xxxx Xxxx (and/or 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 (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)Properties, (2ii) 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 difference between differences in such actual 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 (3iii) is free and clear of all Encumbrances Liens (other than Permitted EncumbrancesLiens).

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have 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 of business Ordinary Course since the date specified in of the reserve report reports prepared by X.X. Xxx Xxxxxx & Co. (collectively, the Parent Reserve Engineer “Company Independent Petroleum Engineers”) relating to Parentthe Company’s interests referred to therein and dated as of December 31July 8, 2022 2021 (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 transactions effected sales or dispositions after the date hereof in accordance with Section 6.1(b)(v)), Parent the Company and its Subsidiaries Subsidiaries, except as set forth on Schedule 4.18(a) of the Company Disclosure Letter, 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 one or one and/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 (1) entitles Parent the Company (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 Properties (other than decreases in connection with operations in which Parent the Company and/or its Subsidiaries may be a non-consenting co-ownerowner from and after the date of the Company Reserve Reports, decreases resulting from reversion of interests to co-owners with respect to operations in which such co-owners elected not to consentconsent from and after the date of the Company Reserve Reports, and decreases resulting from the establishment of pools or units, units from 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 Company Reserve ReportReports), (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 difference between differences in such actual percentage 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 (3) is free and clear of all Encumbrances (other than Permitted Encumbrances).

Oil and Gas Matters. (a) Except as has not had and would not be reasonably be expected likely to have a Parent Material Adverse Effect, Effect and except for property (i) sold or otherwise disposed of in the ordinary course of business since the date specified in dates of the reserve report prepared by Xxxxxx & Company, Inc. (the “Parent Independent Petroleum Engineers”) relating to the Parent Reserve Engineer relating to Parent’s interests referred to therein and dated as of December 31, 2022 2015 (the “Parent Reserve Report”) or (ii) reflected in the Parent Reserve Report or in the Parent SEC Documents Reports as having been sold or otherwise disposed of, as of (other than transactions effected 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 or one and/or 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 (1) entitles Parent (and/or 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 (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)Properties, (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 for such Oil and Gas Properties (other than any positive difference between differences in such actual 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 (3) is free and clear of all Encumbrances (other than Permitted Encumbrances).

Oil and Gas Matters. (a) Except as has not had and or would not be reasonably be expected likely to have or result in, individually or in the aggregate, a Parent Material Adverse EffectEffect on the Company, and except or for property (i) sold or otherwise disposed of in the ordinary course of business since the date specified in of the reserve report prepared by Software Integrated Solutions Division of Schlumberger Technology Corporation (in such capacity, the Parent Reserve Engineer “Company Independent Petroleum Engineers”) relating to Parent’s the interests of the Company and its Subsidiaries referred to therein and dated as of December 31, 2022 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 prior to the date hereof or (other than transactions effected iii) permitted sales or dispositions after the date hereof in accordance with Section 6.1(b)(v)5.1(b)(viii), Parent and the Company or one of its Subsidiaries have has 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 Liens, except for Permitted Encumbrances. For purposes of the foregoing sentence, “good and defensible title” means that Parentthe Company’s or one and/or 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 it (or purported to be held or owned by themit) beneficially or of record with any applicable Governmental Entity that (1) entitles Parent the Company (and/or 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 (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)Properties, (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 for such Oil and Gas Properties (other than any positive difference between such 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) and (3) is free and clear of all Encumbrances Liens (other than Permitted Encumbrances). The term “Hydrocarbons” means any of oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid or gaseous or any combination thereof.

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have 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 of business since the date specified in of the reserve report prepared by Xxxxxx, Xxxxxxxxx & Associates, Inc. (the Parent Reserve Engineer “Company Independent Petroleum Engineers”) relating to Parent’s the Company interests referred to therein and dated as of December 31, 2022 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 transactions effected 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 or one and/or 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) beneficially or of record with any applicable Governmental Entity that (1) entitles Parent the Company (and/or 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 (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)Properties, (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 for such Oil and Gas Properties (other than any positive difference between differences in such actual 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) Properties and (3) is free and clear of all Encumbrances (other than Permitted Encumbrances).

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the ordinary course of business since the date specified in of the reserve report prepared by Software Integrated Solutions Division of Schlumberger Technology Corporation (the Parent Reserve Engineer “Company Independent Petroleum Engineers”) relating to Parent’s the Company interests referred to therein and dated as of December 31, 2022 2017 (the “Parent Company Reserve Report”) or (ii) reflected in the Parent Company Reserve Report or in the Parent SEC Documents as having been sold or otherwise disposed of (other than transactions effected 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 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 (1) entitles Parent the Company (and/or 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 (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)Properties, (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 for such Oil and Gas Properties (other than any positive difference between differences in such actual 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) Properties and (3) is free and clear of all Encumbrances (other than Permitted Encumbrances).

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, and except for property (i) sold or otherwise disposed of in the ordinary course of business since the date specified in of the reserve report prepared by the Parent Company Reserve Engineer relating to Parent’s the Company interests referred to therein and dated as of December 31, 2022 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 transactions effected 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 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 (1) entitles Parent the Company (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 Properties (other than decreases in connection with operations in which Parent 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 Parent Company Reserve Report), (2) 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 difference between such 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) and (3) is free and clear of all Encumbrances (other than Permitted Encumbrances).

Oil and Gas Matters. (ai) Except as has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, Effect and except for property (iA) sold or otherwise disposed of in the ordinary course of business since the date specified in dates of the reserve report reports prepared by the Parent Reserve Engineer Netherland, Xxxxxx & Associates, Inc. (“NSAI”) relating to Parent’s the Company interests referred to therein and dated as of December 31, 2022 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 transactions effected 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 or one and/or 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 (1I) entitles Parent the Company (and/or 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 (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)Properties, (2II) 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 difference between differences in such actual percentage 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 (3III) is free and clear of all Encumbrances (other than Permitted Encumbrances).

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have 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 of business since the date specified in dates of the reserve report reports prepared by DeGoxxxx xxx MacNxxxxxxx (xxllectively, the Parent “Company Independent Petroleum Engineers” and such reserve reports, the “Company Independent Reserve Engineer Reports”) relating to Parentthe Company’s and its Subsidiaries’ interests referred to therein and dated as of December 31, 2022 (the “Parent Reserve Report”) or 2022, (ii) reflected in the Parent Company Independent Reserve Report or in the Parent Company SEC Documents as having been sold sold, leased or otherwise disposed of (other than transactions effected after prior to the date hereof in accordance with hereof, or (iii) sold, leased or otherwise disposed of as permitted under Section 6.1(b)(v))6.01, 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 and in each case as attributable to interests owned by Parent the Company and its Subsidiaries. For purposes of the foregoing sentence, “good and defensible titleDefensible Title” means that Parentthe Company’s or one and/or 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 (1A) entitles Parent the Company (and/or 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 of all Hydrocarbons produced from or allocated to such Oil and Gas Properties throughout the productive life of such Oil and Gas Properties (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), (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 difference between such 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) and (3B) is free and clear of all Encumbrances Liens (other than Permitted EncumbrancesLiens).

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have 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 of business Ordinary Course since the date specified in of the reserve report reports prepared by Cxxxxx, Gxxxxxxxx & Associates, Inc. and Netherland, Sxxxxx & Associates, Inc. (collectively, the Parent Reserve Engineer “Company Independent Petroleum Engineers”) relating to Parent’s the Company interests referred to therein and dated as of December 31, 2022 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 transactions effected 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 or one and/or 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 (1) entitles Parent the Company (and/or 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 (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)Properties, (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 difference between differences in such actual percentage 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 (3) is free and clear of all Encumbrances (other than Permitted Encumbrances).

Oil and Gas Matters. (a) Except as has not had and would not be reasonably be expected likely to have a Parent Company Material Adverse Effect, Effect and except for property (i) sold or otherwise disposed of in the ordinary course of business since the date specified in dates of the reserve report prepared by Netherland, Xxxxxx & Associates, Inc. (the Parent Reserve Engineer “Company Independent Petroleum Engineers”) relating to Parent’s the Company interests referred to therein and dated as of December 31, 2022 2015 (the “Parent Company Reserve Report”) or (ii) reflected in the Parent Company Reserve Report or in the Parent SEC Documents Registration Statement as having been sold or otherwise disposed of (other than transactions effected after of, the date hereof in accordance with Section 6.1(b)(v)), 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 and in each case as attributable to interests owned by Parent the Company and its Subsidiaries, free and clear of any Encumbrances (other than Permitted Encumbrances). For purposes of the foregoing sentence, “good and defensible title” means that Parentthe Company’s or one and/or 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 themthem as reflected in the Company Reserve Report) beneficially or of record with any applicable Governmental Entity that (1) entitles Parent the Company (and/or 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 (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)Properties, (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 for such Oil and Gas Properties (other than any positive difference between differences in such actual 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) Properties and (3) is free and clear of all Encumbrances (other than Permitted Encumbrances).

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have 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 of business Ordinary Course since the date specified in of the reserve report audits prepared by Xxxxx Xxxxx Company and Netherland, Xxxxxx & Associates, Inc. (collectively, the Parent Reserve Engineer “Company Independent Petroleum Engineers”) relating to Parent’s the Company interests referred to therein and dated as of December 31, 2022 2023 (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 of, or (other than transactions effected iii) sales or dispositions after the date hereof in accordance with that were permitted under Section 6.1(b)(v))) or otherwise consented to by Parent in writing, 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 or one and/or 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 (1) entitles Parent the Company (and/or 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 (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)Properties, (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 difference between Properties, unless such actual percentage and the applicable working interest shown on the Parent Reserve Report for such Oil and Gas Properties that are increase is accompanied by a proportionate (or greater) increase in the net revenue interest in such Oil and Gas Properties) Properties and (3) is free and clear of all Encumbrances (other than Permitted Encumbrances).

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have 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 of business Ordinary Course since the date specified in the reserve report reports prepared by Netherland, Sxxxxx & Associates, Inc. (the Parent Reserve Engineer “Company Independent Petroleum Engineer”) relating to Parentthe Company’s interests referred to therein and dated as of December January 31, 2022 2023 (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 transactions effected after the date hereof in accordance with Section 6.1(b)(v)), Parent the Company and its Subsidiaries Subsidiaries, except as set forth on Schedule 4.18(a) of the Company Disclosure Letter, 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 (other than Permitted Encumbrances). For purposes of the foregoing sentence, “good and defensible title” means that Parentthe Company’s and/or one or one and/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 (1A) entitles Parent the Company (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 Properties (other than decreases in connection with operations in which Parent the Company and/or its Subsidiaries may be a non-consenting co-ownerowner 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 consentconsent from and after the date of the Company Reserve Report, and decreases resulting from the establishment of pools or units, units from 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 Company Reserve Report), (2B) 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 difference between in such 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) and (3C) is free and clear of all Encumbrances (other than Permitted Encumbrances).

Oil and Gas Matters. (a) Except as has not had and would not reasonably be expected to have 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 of business Ordinary Course since the date specified in of the reserve report reports prepared by Xxxxxx, Xxxxxxxxx & Associates, Inc. and Netherland, Xxxxxx & Associates, Inc. (collectively, the Parent Reserve Engineer “Company Independent Petroleum Engineers”) relating to Parent’s the Company interests referred to therein and dated as of December 31, 2022 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 transactions effected 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 or one and/or 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 (1) entitles Parent the Company (and/or 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 (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)Properties, (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 difference between differences in such actual percentage 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 (3) is free and clear of all Encumbrances (other than Permitted Encumbrances).