Oil and Gas Operations. To the knowledge of the Company, as to xxxxx not operated by the Company, and without qualification as to knowledge, as to xxxxx operated by the Company: (i) As of the respective dates reflected thereon, (A) none of the xxxxx included in the Oil and Gas Interests of the Company has been overproduced such that it is subject or liable to being shut-in or to any overproduction penalty, (B) the Company has not received any deficiency payment under any gas contract for which any Person has a right to take deficiency gas from the Company and (C) the Company has not received any payment for production which is subject to refund or recoupment out of future production; (ii) There have been no changes proposed in the production allowables for any xxxxx included in the Oil and Gas Interests of the Company that would reasonably be expected to have a Material Adverse Effect on the Company; (iii) All xxxxx included in the Oil and Gas Interests of the Company have been drilled and, if completed, operated, and produced in accordance with customary oil and gas field practices and in compliance in all material respects with applicable oil and gas leases and applicable laws, rules, and regulations; (iv) The Company has neither agreed to nor is it now obligated to abandon any well operated by it and included in the Oil and Gas Interests of the Company that is or will not be abandoned and reclaimed in accordance with applicable laws, rules, and regulations and customary oil and gas industry practices; (v) Proceeds from the sale of Hydrocarbons produced from and attributable to the Company 's Oil and Gas Interests are being received by the Company in a timely manner and are not being held in suspense for any reason (except for amounts, individually or in the aggregate, not in excess of $50,000 and held in suspense in the ordinary course of business); and (vi) No Person has any call on, option to purchase, or similar rights with respect to the Company 's Oil and Gas Interests or to the production attributable thereto, and upon consummation of the transactions contemplated by this Agreement, the Company will have the right to market production from the Company 's Oil and Gas Interests on terms no less favorable than the terms upon which such company is currently marketing such production.
Appears in 2 contracts
Samples: Merger Agreement (Williams Companies Inc), Merger Agreement (Apco Argentina Inc/New)
Oil and Gas Operations. To the knowledge of the CompanyTarget, as to xxxxx not operated by the CompanyTarget or its Subsidiaries, and without qualification as to knowledge, as to xxxxx operated by the CompanyTarget or its Subsidiaries:
(i) As of the respective dates reflected thereondate of this Agreement, (Ai) none of the xxxxx included in the Oil and Gas Interests of the Company Target and its Subsidiaries has been overproduced such that it is subject or liable to being shut-in or to any overproduction penalty, (Bii) the Company neither Target nor any Subsidiary has not received any deficiency payment under any gas contract for which any Person person has a right to take deficiency gas from the Company Target and/or any Subsidiary, and (Ciii) the Company neither Target nor any Subsidiary has not received any payment for production which is subject to refund or recoupment out of future production;
(ii) There have been no changes proposed in the production allowables for any xxxxx included in the Oil and Gas Interests of the Company Target and its Subsidiaries that would could reasonably be expected to have a Material Adverse Effect on the CompanyEffect;
(iii) All xxxxx included in the Oil and Gas Interests of the Company Target and its Subsidiaries have been drilled and, and (if completed) completed, operated, and produced in accordance with customary good oil and gas field practices and in compliance in all material respects with applicable oil and gas leases and applicable laws, rules, and regulations, except where any failure or violation could not reasonably be expected to have a Material Adverse Effect;
(iv) The Company has neither Neither Target nor its Subsidiaries have agreed to nor is it are they now obligated to abandon any well operated by it and included in the Oil and Gas Interests of the Company Target and its Subsidiaries that is or will not be abandoned and reclaimed in accordance with applicable laws, rules, and regulations and customary good oil and gas industry practices;
(v) Proceeds from the sale of Hydrocarbons produced from and attributable to the Company Target's and its Subsidiaries’ Oil and Gas Interests are being received by the Company Target and/or its Subsidiaries in a timely manner and are not being held in suspense for any reason (except for amounts, individually or in the aggregate, not in excess of $50,000 5,000 and held in suspense in the ordinary course of business); and;
(vi) No Person Subject to the terms of Section 4.01(n) below, no person has any call on, option to purchase, or similar rights with respect to the Company Target's or any Subsidiary’s Oil and Gas Interests or to the production attributable thereto, and upon consummation of the transactions contemplated by this Agreement, the Company Parent will have the right to market production from the Company Target's and its Subsidiaries’ Oil and Gas Interests on terms no less favorable than the terms upon which such company is Target and its Subsidiaries are currently marketing such production; and
(vii) All royalties, overriding royalties, compensatory royalties and other payments due from or in respect of production with respect to Target's and its Subsidiaries’ Oil and Gas Interests, have been or will be, prior to the Effective Time, properly and correctly paid or provided for in all material respects, except for those for which Target or any of its Subsidiaries has a valid right to suspend and for which Target or any of its Subsidiaries has created appropriate suspense accounts.
Appears in 2 contracts
Samples: Merger Agreement (Platinum Energy Resources Inc), Merger Agreement (Platinum Energy Resources Inc)
Oil and Gas Operations. To Except as otherwise set forth in the Disclosure Schedule, and except for matters as would not reasonably be expected to result in a Company Material Adverse Effect on the Company, to the knowledge of the Company, as to xxxxx not operated by the Company, and without qualification as to knowledge, as to xxxxx operated by the Company:
(i) As of the respective dates reflected thereon, (A) none of the all xxxxx included in the Oil Company’s oil and Gas Interests of the Company has been overproduced such that it is subject or liable to being shut-in or to any overproduction penalty, (B) the Company has not received any deficiency payment under any gas contract for which any Person has a right to take deficiency gas from the Company and (C) the Company has not received any payment for production which is subject to refund or recoupment out of future production;
(ii) There have been no changes proposed in the production allowables for any xxxxx included in the Oil and Gas Interests of the Company that would reasonably be expected to have a Material Adverse Effect on the Company;
(iii) All xxxxx included in the Oil and Gas Interests of the Company interests have been drilled and, and (if completed) completed, operated, operated and produced in accordance with customary generally accepted oil and gas field practices and in compliance in all material respects with applicable oil and gas leases leases, pooling and unit agreements, and applicable laws, rules, regulations, judgments, orders and regulationsdecrees issued by any court or governmental authority. No well included in the Company’s oil and gas interests is subject to penalties on allowables because of any overproduction or any other violation of applicable laws that would prevent such well from being entitled to its full legal and regular allowable from and after the Closing Date as prescribed by any governmental authority. Except as otherwise set forth in the Disclosure Schedule, to the knowledge of the Company:
(a) there are no xxxxx that the Company is currently obligated by law or contract to plug and abandon;
(ivb) The Company has neither agreed there are no xxxxx that are subject to nor is it now obligated exceptions to a requirement to plug and abandon any well operated issued by it a governmental authority having jurisdiction over the applicable lease;
(c) there are no xxxxx that have been plugged and included abandoned but have not been plugged in accordance, in all material respects, with all applicable requirements of each governmental authority having jurisdiction over the Oil and Gas Interests of the Company that is or will not be abandoned and reclaimed in accordance with applicable laws, rules, and regulations and customary Company’s oil and gas industry practicesinterests;
(vd) Proceeds from the sale of Hydrocarbons produced from and attributable with respect to the Company 's Oil oil, gas and Gas Interests are being received by other mineral leases, unit agreements, pooling agreements, communitization agreements and other documents creating interests comprising the Company’s oil and gas interests: (i) the Company has fulfilled all requirements in all material respects for filings, certificates, disclosures of parties in interest, and other similar matters contained in (or otherwise applicable thereto by law, rule or regulation) such leases or other documents and is fully qualified to own and hold all such leases or other interests, (ii) there are no provisions applicable to such leases or other documents which increase the royalty share of the lessor thereunder, and (ii) upon the establishment and maintenance of production in commercial quantities, such leases and other documents are to be in full force and effect over the economic life of the property involved and do not have terms fixed by a timely manner and are not being held in suspense for any reason (except for amounts, individually or in the aggregate, not in excess certain number of $50,000 and held in suspense in the ordinary course of business)years; and
(vie) No Person no person has any call onupon, option to purchase, preferential right to purchase or similar rights with respect to the Company 's Oil Company’s oil and Gas Interests gas interests or to the production attributable theretotherefrom. Notwithstanding anything in this Section 3.10 to the contrary, the representations and upon consummation warranties contained in subsections (a) through (e) above are made to the knowledge of the transactions contemplated Company with respect to those oil and gas interests not operated by this Agreement, the Company will have the right to market production from the Company 's Oil and Gas Interests on terms no less favorable than the terms upon which such company is currently marketing such productionCompany.
Appears in 2 contracts
Samples: Share Exchange Agreement (Premier Energy Corp.), Securities Purchase Agreement (Premier Energy Corp.)
Oil and Gas Operations. To Except as set forth in the Parent SEC Reports, to the knowledge of the CompanyParent, as to xxxxx not operated by the CompanyParent, and without qualification as to knowledge, as to xxxxx operated by the CompanyParent:
(i) As of the respective dates reflected thereon, (A) none of the xxxxx included in the Oil and Gas Interests of the Company Parent has been overproduced such that it is subject or liable to being shut-in or to any overproduction penalty, (B) the Company Parent has not received any deficiency payment under any gas contract for which any Person has a right to take deficiency gas from the Company Parent, and (C) the Company Parent has not received any payment for production which is subject to refund or recoupment out of future production;
(ii) There have been no changes proposed in the production allowables for any xxxxx included in the Oil and Gas Interests of the Company Parent that would reasonably be expected to have a Material Adverse Effect on the CompanyParent;
(iii) All xxxxx included in the Oil and Gas Interests of the Company Parent have been drilled and, if completed, operated, and produced in accordance with customary oil and gas field practices and in compliance in all material respects with applicable oil and gas leases and applicable laws, rules, and regulations;
(iv) The Company Parent has neither agreed to nor is it now obligated to abandon any well operated by it and included in the Oil and Gas Interests of the Company Parent that is or will not be abandoned and reclaimed in accordance with applicable laws, rules, and regulations and customary oil and gas industry practices;
(v) Proceeds from the sale of Hydrocarbons produced from and attributable to the Company Parent's Oil and Gas Interests are being received by the Company Parent in a timely manner and are not being held in suspense for any reason (except for amounts, individually or in the aggregate, not in excess of $50,000 and held in suspense in the ordinary course of business); and
(vi) No Person has any call on, option to purchase, or similar rights with respect to the Company Parent's Oil and Gas Interests or to the production attributable thereto, and upon consummation of the transactions contemplated by this Agreement, the Company Parent will have the right to market production from the Company Parent's Oil and Gas Interests on terms no less favorable than the terms upon which such company is currently marketing such production.
Appears in 2 contracts
Samples: Merger Agreement (Williams Companies Inc), Merger Agreement (Apco Argentina Inc/New)
Oil and Gas Operations. To the knowledge of the CompanyChaparral, as to xxxxx Xxxxx not operated by the CompanyChaparral or any Subsidiary but from which Chaparral or any Subsidiary derives revenues, and without qualification as to knowledge, as to xxxxx Xxxxx operated by the CompanyChaparral or any Subsidiary:
(i) As of the respective dates reflected thereondate of this Agreement, (A) none of the xxxxx included in the Oil and Gas Interests of the Company has Xxxxx have been overproduced such that it is they are subject or liable to being shut-in or to any material overproduction penalty, (B) the Company neither Chaparral nor any Subsidiary has not received any deficiency payment under any gas contract for which any Person has a right to take deficiency gas from the Company Chaparral or any Subsidiary, and (C) the Company neither Chaparral nor any Subsidiary has not received any payment for production which is subject to refund or recoupment out of future production;
(ii) There have been no changes proposed in the production allowables for any xxxxx included in the Oil and Gas Interests of the Company Xxxxx that would could reasonably be expected to have result in a Material Adverse Effect on the CompanyEffect;
(iii) All xxxxx included in the Oil and Gas Interests of the Company Xxxxx have been drilled and, and (if completed) completed, operated, and produced in accordance with customary good oil and gas field practices and in compliance in all material respects with applicable oil and gas leases and applicable laws, rules, and regulations, except where any failure or violation could not reasonably be expected to result in a Material Adverse Effect;
(iv) The Company Chaparral or any Subsidiary has neither not agreed to to, nor is it now obligated to to, abandon any well Well operated by it and included in the Oil and Gas Interests of the Company that is or will not be abandoned and reclaimed in accordance with applicable laws, rules, and regulations and customary good oil and gas industry practices;
(v) Proceeds from the sale of Hydrocarbons produced from and attributable to the Company 's Oil and Gas Interests Xxxxx are being received by Chaparral and the Company Subsidiaries in a timely manner and are not being held in suspense for any reason (except for amounts, individually or in the aggregate, not in excess of $50,000 and amounts held in suspense in the ordinary course of businessbusiness consistent with past practices); and;
(vi) No Person has any call on, option to purchase, or similar rights with respect to the Company 's Oil and Gas Interests Interests, other than rights of reassignment prior to surrender or to the production attributable theretoabandonment, and upon consummation of the transactions contemplated by this Agreement, Chaparral and the Company Subsidiaries will have the right to market production from the Company 's Oil and Gas Interests on terms no less favorable than the terms upon which such company is Chaparral and the Subsidiaries are currently marketing such production; and
(vii) All royalties, overriding royalties, compensatory royalties and other payments due from or in respect of Hydrocarbon production with respect to Oil and Gas Interests owned by Chaparral or a Subsidiary have been or will be, prior to the Closing Date, properly and correctly paid or provided for in all material respects, except for those for which Chaparral or any Subsidiary has a valid right to suspend and for which Chaparral or such Subsidiary has created appropriate suspense accounts.
Appears in 2 contracts
Samples: Merger Agreement (United Refining Energy Corp), Merger Agreement (Chaparral Energy, Inc.)
Oil and Gas Operations. To the knowledge Except as otherwise set forth in Exhibit A: ----------------------
(a) None of the Company, as to xxxxx not operated by the Company, and without qualification as to knowledge, as to xxxxx operated by the Company:
(i) As of the respective dates reflected thereon, (A) none of the xxxxx included in the Oil and Gas Interests of the Company Xxxxx has been overproduced such that it is subject or liable to being shut-in or to any other overproduction penalty, (B) the Company has not received any deficiency payment under any gas contract for which any Person has a right to take deficiency gas from the Company and (C) the Company has not received any payment for production which is subject to refund or recoupment out of future production;
(iib) There have been no changes proposed in the production allowables for any xxxxx included in the Oil and Gas Interests of the Company that would reasonably be expected to have a Material Adverse Effect on the CompanyXxxxx;
(iiic) All xxxxx included in the Oil and Gas Interests of the Company Xxxxx have been drilled and, and (if completed) completed, operated, ,and produced in accordance with customary good oil and gas field practices and in compliance in all material respects with applicable oil and gas leases and applicable laws, rules, and regulations;
(ivd) The Company Futures has neither not agreed to nor to, and is it now not obligated to to, abandon any well operated by it and included in the Oil and Gas Interests of the Company that is or will not be abandoned and reclaimed in accordance with applicable laws, rules, and regulations and customary oil and gas industry practicesWell;
(ve) Proceeds from the sale of Hydrocarbons oil or gas produced from and attributable to the Company 's Oil and Gas Interests Xxxxx are being received by the Company Futures in a timely manner and are not being held in suspense for any reason (except for amounts, individually or in the aggregate, not in excess of $50,000 100.00 and held in suspense in the ordinary course of business); and
(vif) No Person person has any call on, option to purchase, or similar rights with respect to any of the Company 's Oil and Gas Subject Interests or any or to the production attributable thereto, and upon consummation of the transactions contemplated by this Agreement, the Company Springbank will have the right to market production from the Company 's Oil and Gas Subject Interests on terms no less favorable than the terms upon which such company Futures is currently marketing such production.
(g) Except as disclosed on Exhibit A no agreements relating to the Subject Interests will require as of or after the Closing Date, Springbank to sell or deliver, oil or gas for a price materially less than the market value price that would have been, or would be, received pursuant to any arm's-length contract for a term of one month with an unaffiliated third party purchaser.
(h) Each agreement relating to the Subject Interests is valid, binding, and in full force and effect, and no party is in material breach or default of any such agreement, and to the best knowledge, information, and belief of Futures, no event has occurred that with notice or lapse of time (or both) would constitute a material breach or default or permit termination, modification, or acceleration under any such agreement;
(i) There have been no claims from any third party for any price reduction or increase or volume reduction or increase under any agreement relating to the Subject Interests and Futures has not made any claims for any price reduction or increase or volume reduction or increase under any such agreements;
(j) Payments for oil or gas produced from the Xxxxx have been made materially in accordance with prices or price setting mechanisms set forth in the agreement pertaining to the Xxxxx;
(k) No purchaser under any agreement has notified Futures (or, to the best knowledge, information, and belief of Futures, the operator of any property) of its intent to cancel, terminate, or renegotiate any agreement or otherwise to fail and refuse to take and pay for oil or gas in the quantities and at the price set out in any agreement, whether such failure or refusal was pursuant to any force majeure, market out, or similar provisions contained in the agreement or otherwise;
(l) Futures is not obligated by any prepayment arrangement, "take-or-pay" or similar provision, production payment, or any other arrangements to deliver oil or gas produced from a Well at some future time without then or thereafter receiving payment therefor;
(m) There are no gas balancing agreements or arrangements or similar situations by which Futures is required to allow another party or parties to produce quantities of gas with an aggregate market value of more than $1.00 which, in the absence of such balancing agreements, arrangements or similar situations, would have been produced by Futures, and
(n) The agreements pertaining to the Subject Interests are of the type generally found in the oil and gas industry, do not (individually or in the aggregate) contain unusual or unduly burdensome provisions that may have a material adverse effect on Futures, and are in form and substance considered normal within the oil and gas industry.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Springbank Resources, Inc.)
Oil and Gas Operations. To The following are true regarding oil and gas operations involving the knowledge of the Company, as to xxxxx not operated by the Company, Oil and without qualification as to knowledge, as to xxxxx operated by the CompanyGas Properties:
(i) As of the respective dates reflected thereon, (A) none of the xxxxx included wexxx xave been produced in the Oil and Gas Interests excess of the Company has been overproduced their allowable limit such that it is they are subject or liable to being shut-in or to any overproduction penalty, (B) the Company has not received any deficiency payment under any gas contract for which any Person has a right to take deficiency gas from the Company and (C) the . The Company has not received any payment for oil and gas production from any well which is subject to refund or recoupment out of future production;
(ii) There there have been no changes proposed in to reduce the production allowables allowable for any xxxxx included in the Oil and Gas Interests of the Company that would reasonably be expected to have a Material Adverse Effect on the Companywell;
(iii) All xxxxx included the Company has complied in all material respects with the provisions and requirements of all laws, rules, regulations and permits applicable to the Oil and Gas Interests Properties and all of the Company have wexxx xave been drilled and, if and completed, operated, and produced in accordance with customary good oil and gas field practices and in compliance in all material respects with the applicable oil leases and gas leases contracts, and applicable laws, rules, regulations and regulationspermits;
(iv) The Company has neither agreed to nor is it now obligated to abandon any well operated by it and included in the Oil and Gas Interests of the Company that is or will not be abandoned and reclaimed in accordance with applicable laws, rules, and regulations and customary oil and gas industry practices;
(v) Proceeds proceeds from the sale of Hydrocarbons oil and gas produced from and attributable to the Company 's Oil and Gas Interests Properties are being received by the Company in a timely manner and no material proceeds are not being held in suspense for any reason (except for amounts, individually or in the aggregate, not in excess of $50,000 and held in suspense in the ordinary course of business); andreason;
(viv) No Person no person has any call on, option to purchase, or similar rights with respect to oil and gas production attributable to the Company 's Oil and Gas Interests or Properties for a price less than the generally prevailing market price at the time of production;
(vi) to the production attributable thereto, and upon consummation knowledge of the transactions contemplated by this AgreementCompany, the Company will have the right to market all royalties, overriding royalties, compensatory royalties and other payments due from or in respect of oil and gas production from the Company 's Oil and Gas Interests Properties, have been properly and correctly paid or provided for in all respects;
(vii) all of the wexxx xhat have been drilled and completed have been drilled and completed on terms lands currently covered by the leases or on lands properly pooled or unitized therewith; and
(viii) to the knowledge of the Company, there are no less favorable than gas well or gas pipeline imbalances with respect to any of the terms upon which such company is currently marketing such productionwexxx.
Appears in 1 contract
Oil and Gas Operations. To the knowledge Except as otherwise set forth in Exhibit A: ----------------------
(a) None of the Company, as to xxxxx not operated by the Company, and without qualification as to knowledge, as to xxxxx operated by the Company:
(i) As of the respective dates reflected thereon, (A) none of the xxxxx included in the Oil and Gas Interests of the Company Xxxxx has been overproduced such that it is subject or liable to being shut-in or to any other overproduction penalty, (B) the Company has not received any deficiency payment under any gas contract for which any Person has a right to take deficiency gas from the Company and (C) the Company has not received any payment for production which is subject to refund or recoupment out of future production;
(iib) There have been no changes proposed in the production allowables for any xxxxx included in the Oil and Gas Interests of the Company that would reasonably be expected to have a Material Adverse Effect on the CompanyXxxxx;
(iiic) All xxxxx included in the Oil and Gas Interests of the Company Xxxxx have been drilled and, and (if completed) completed, operated, and produced in accordance with customary good oil and gas field practices and in compliance in all material respects with applicable oil and gas leases and applicable laws, rules, and regulations;
(ivd) The Company Southstar has neither not agreed to nor to, and is it now not obligated to to, abandon any well operated by it and included in the Oil and Gas Interests of the Company that is or will not be abandoned and reclaimed in accordance with applicable laws, rules, and regulations and customary oil and gas industry practicesWell;
(ve) Proceeds from the sale of Hydrocarbons oil or gas produced from and attributable to the Company 's Oil and Gas Interests Xxxxx are being received by the Company Southstar in a timely manner and are not being held in suspense for any reason (except for amounts, individually or in the aggregate, not in excess of $50,000 100.00 and held in suspense in the ordinary course of business); and
(vif) No Person person has any call on, option to purchase, or similar rights with respect to any of the Company 's Oil and Gas Subject Interests or any or to the production attributable thereto, and upon consummation of the transactions contemplated by this Agreement, the Company DCC will have the right to market production from the Company 's Oil and Gas Subject Interests on terms no less favorable than the terms upon which such company Southstar is currently marketing such production.
(g) Except as disclosed on Exhibit A no agreements relating to the Subject Interests will require as of or after the Closing Date, DCC to sell or deliver, oil or gas for a price materially less than the market value price that would have been, or would be, received pursuant to any arm's-length contract for a term of one month with an unaffiliated third party purchaser.
(h) Each agreement relating to the Subject Interests is valid, binding, and in full force and effect, and no party is in material breach or default of any such agreement, and to the best knowledge, information, and belief of Southstar, no event has occurred that with notice or lapse of time (or both) would constitute a material breach or default or permit termination, modification, or acceleration under any such agreement;
(i) There have been no claims from any third party for any price reduction or increase or volume reduction or increase under any agreement relating to the Subject Interests and Southstar has not made any claims for any price reduction or increase or volume reduction or increase under any such agreements;
(j) Payments for oil or gas produced from the Xxxxx have been made materially in accordance with prices or price setting mechanisms set forth in the agreement pertaining to the Xxxxx;
(k) No purchaser under any agreement has notified Southstar (or, to the best knowledge, information, and belief of Southstar, the operator of any property) of its intent to cancel, terminate, or renegotiate any agreement or otherwise to fail and refuse to take and pay for oil or gas in the quantities and at the price set out in any agreement, whether such failure or refusal was pursuant to any force majeure, market out, or similar provisions contained in the agreement or otherwise;
(l) Southstar is not obligated by any prepayment arrangement, "take-or-pay" or similar provision, production payment, or any other arrangements to deliver oil or gas produced from a Well at some future time without then or thereafter receiving payment therefor;
(m) There are no gas balancing agreements or arrangements or similar situations by which Southstar is required to allow another party or parties to produce quantities of gas with an aggregate market value of more than $1.00 which, in the absence of such balancing agreements, arrangements or similar situations, would have been produced by Southstar, and
(n) The agreements pertaining to the Subject Interests are of the type generally found in the oil and gas industry, do not (individually or in the aggregate) contain unusual or unduly burdensome provisions that may have a material adverse effect on Southstar, and are in form and substance considered normal within the oil and gas industry.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Daulton Capital Corp.)
Oil and Gas Operations. To the knowledge Knowledge of the CompanySeller, as to xxxxx not operated by the CompanySeller, and without qualification as to knowledgeKnowledge, as to xxxxx operated by the CompanySeller:
(i) As of the respective dates reflected thereondate of this Agreement, (A) none of the xxxxx included in the Oil and Gas Interests of the Company Seller has been overproduced such that it is subject or liable to being shut-in or to any overproduction penalty, (B) the Company Seller has not received any deficiency payment under any gas contract for which any Person person has a right to take deficiency gas from the Company Seller, and (C) the Company Seller has not received any payment for production which is subject to refund or recoupment out of future production;
(iivii) There have been no changes proposed in the production allowables for any xxxxx included in the Oil and Gas Interests of the Company Seller that would could reasonably be expected to have result in a Material Adverse Effect on the CompanyChange;
(iiiviii) All xxxxx included in the Oil and Gas Interests of the Company Seller have been drilled and, and (if completed) completed, operated, and produced in accordance with customary good oil and gas field practices and in compliance in all material respects with applicable oil and gas leases and applicable laws, rules, and regulations, except where any failure or violation could not reasonably be expected to result in a Material Adverse Change;
(ivix) The Company Seller has neither not agreed to nor are is it now obligated to abandon any well operated by it and included in the Oil and Gas Interests of the Company that is or will not be abandoned and reclaimed in accordance with applicable laws, rules, and regulations and customary good oil and gas industry practices;
(vx) Proceeds from the sale of Hydrocarbons produced from and attributable to the Company 's Oil and Gas Interests are being received by the Company Seller in a timely manner and are not being held in suspense for any reason (except for amounts, individually or in the aggregate, not in excess of $50,000 5,000 and held in suspense in the ordinary course of business); and;
(vixi) No Person Subject to the terms of Section 4.01(l) below, no person has any call on, option to purchase, or similar rights with respect to the Company 's Oil and Gas Interests or to the production attributable thereto, and upon consummation of the transactions contemplated by this Agreement, the Company Buyer will have the right to market production from the Company 's Oil and Gas Interests on terms no less favorable than the terms upon which such company Seller is currently marketing such production; and
(xii) All royalties, overriding royalties, compensatory royalties and other payments due from or in respect of production with respect to the Oil and Gas Interests, have been or will be, prior to the Effective Time, properly and correctly paid or provided for in all material respects, except for those for which Seller has a valid right to suspend and for which Seller has created appropriate suspense accounts.
Appears in 1 contract
Samples: Asset Acquisition Agreement (Platinum Energy Resources Inc)
Oil and Gas Operations. To the knowledge of the Company, Except as to xxxxx not operated by the Company, and without qualification as to knowledge, as to xxxxx operated by the Company:
otherwise disclosed on Schedule 3.2(y): (i) As of the respective dates reflected thereon, (A) none None of the xxxxx included in the Oil and Gas Interests of the Company Vista has been overproduced such that it is subject or liable to being shut-in or to any owe overproduction penalty, (B) the Company has except where any such overproduction could not received any deficiency payment under any gas contract for which any Person has reasonably be expected to have a right to take deficiency gas from the Company and (C) the Company has not received any payment for production which is subject to refund or recoupment out of future production;
Material Adverse Effect on Vista; (ii) There have been no changes proposed in the production allowables for for, any xxxxx included in the Oil and Gas Interests of the Company Vista that would could reasonably be expected to have a Material Adverse Effect on the Company;
Vista; (iii) All xxxxx included in the Oil and Gas Interests of the Company Vista have been drilled and, and (if completed) completed, operated, and produced in accordance with customary good oil and gas field practices and in compliance in all material respects with applicable oil and gas leases and applicable laws, rules, and regulations;
, except where any failure or violation could not reasonably be expected to have a Material Adverse Effect on Vista; (iv) The Company Neither Vista nor Vista Sub has neither agreed to nor or is it now obligated to abandon any well operated by it any of them and included in the Oil and Gas Interests of the Company Vista that is or will not be abandoned and reclaimed in accordance with applicable laws, rules, and regulations and customary good oil and gas industry practices;
; (v) Proceeds from the sale of Hydrocarbons produced from and attributable to the Company Vista's Oil and Gas Interests are being received by the Company Vista or Vista Sub in a timely manner and are not being held in suspense for any reason (except for amounts, individually or in the aggregate, not in excess of $50,000 25,000 and held in suspense in the ordinary course of business); and
and (vi) No Person has any call on, option to purchase, or similar rights with respect to the Company Vista's Oil and Gas Interests or to the production attributable thereto, and upon consummation of the transactions contemplated by this Agreement, the Company Vista or Vista Sub will have the right to market production from the Company Vista's Oil and Gas Interests on terms no less favorable than the terms upon which such company is currently marketing such production.. (z)
Appears in 1 contract
Oil and Gas Operations. To the knowledge of the Company, Except for matters as to xxxxx would not operated by the Company, and without qualification as to knowledge, as to xxxxx operated by the Company:
(i) As of the respective dates reflected thereon, (A) none of the xxxxx included in the Oil and Gas Interests of the Company has been overproduced such that it is subject or liable to being shut-in or to any overproduction penalty, (B) the Company has not received any deficiency payment under any gas contract for which any Person has a right to take deficiency gas from the Company and (C) the Company has not received any payment for production which is subject to refund or recoupment out of future production;
(ii) There have been no changes proposed in the production allowables for any xxxxx included in the Oil and Gas Interests of the Company that would reasonably be expected to have result in a Material Adverse Effect on the Company;
(iii) All , to the knowledge of the Company, all xxxxx included in the Company’s Oil and Gas Interests of the Company have been drilled and, and (if completed) completed, operated, operated and produced in accordance with customary generally accepted oil and gas field practices and in compliance in all material respects with applicable oil and gas leases leases, pooling and unit agreements, and applicable laws, rules, regulations, judgments, orders and regulations;
(iv) The Company has neither agreed to nor is it now obligated to abandon decrees issued by any court or Governmental Authority. No well operated by it and included in the Company’s Oil and Gas Interests is subject to penalties on allowables because of any overproduction or any other violation of applicable laws that would prevent such well from being entitled to its full legal and regular allowable from and after the Closing Date as prescribed by any Governmental Authority. To the knowledge of the Company:
(a) there are no xxxxx that the Company that is currently obligated by law or will not be abandoned contract to plug and reclaimed in accordance with applicable laws, rules, and regulations and customary oil and gas industry practicesabandon;
(vb) Proceeds there are no xxxxx that are subject to exceptions to a requirement to plug and abandon issued by a Governmental Authority having jurisdiction over the applicable lease;
(c) there are no xxxxx that have been plugged and abandoned but have not been plugged in accordance, in all material respects, with all applicable requirements of each Governmental Authority having jurisdiction over the Company’s Oil and Gas Interests;
(d) with respect to the oil, gas and other mineral leases, unit agreements, pooling agreements, communitization agreements and other documents creating interests comprising the Company’s Oil and Gas Interests: (i) the Company has fulfilled all requirements in all material respects for filings, certificates, disclosures of parties in interest, and other similar matters contained in (or otherwise applicable thereto by law, rule or regulation) such leases or other documents and is fully qualified to own and hold all such leases or other interests, (ii) there are no provisions applicable to such leases or other documents which increase the royalty share of the lessor thereunder, and (iii) upon the establishment and maintenance of production in commercial quantities, such leases and other documents are to be in full force and effect over the economic life of the property involved and do not have terms fixed by a certain number of years;
(e) proceeds from the sale of Hydrocarbons produced from and attributable to the Company 's Company’s Oil and Gas Interests are being received by the Company in a timely manner and are not being held in suspense for any reason (except for amounts, individually or in the aggregate, not in excess of $50,000 250,000 and held in suspense in the ordinary course of business); and
(vif) No Person no person has any call onupon, option to purchase, preferential right to purchase or similar rights with respect to the Company 's Company’s Oil and Gas Interests or to the production attributable theretotherefrom. Notwithstanding anything in this Section 3.2.22 to the contrary, the representations and upon consummation warranties contained in subsections (a) through (f) above are made to the knowledge of the transactions contemplated by this Agreement, the Company will have the right with respect to market production from the Company 's those Oil and Gas Interests on terms no less favorable than not operated by the terms upon which such company is currently marketing such productionCompany.
Appears in 1 contract
Oil and Gas Operations. To the knowledge Except as set forth in Schedule 5.12 of the Company, as Sellers’ Disclosure Schedule (with reference to xxxxx not operated by the Company, and without qualification as to knowledge, as to xxxxx operated by the Company:relevant clause of this Section 5.12):
(i) As of the respective dates reflected thereon, (Aa) none of the xxxxx included Xxxxx have been produced in the Oil and Gas Interests excess of the Company has been overproduced their allowable production such that it is they are subject or liable to being shut-in or to any overproduction penalty, (B) the Company and no Seller has not received any deficiency payment under any gas contract for which any Person has a right to take deficiency gas from the Company and (C) the Company has not received any payment for Hydrocarbon production from any Well which is subject to refund or recoupment out of future production;
(iib) There there have been no changes proposed in to reduce the production allowables for any xxxxx included in the Oil and Gas Interests of the Company that would reasonably be expected to have a Material Adverse Effect on the CompanyWell;
(iiic) All xxxxx included in the Oil and Gas Interests all of the Company Xxxxx have been (if drilled) drilled and, and (if completed) completed, operated, and produced in accordance with customary good oil and gas field practices and in compliance in all material respects with the applicable oil Leases, Contracts, laws and gas leases and applicable laws, rules, and regulationsPermits;
(ivd) The Company no Seller has neither agreed to nor is it now obligated to abandon abandoned any well Well operated by it and included in the Oil and Gas Interests of the Company that is or will not be abandoned and reclaimed it, except in accordance with the applicable lawsLeases, rulesContracts, laws and regulations and customary good oil and gas industry practices;
(ve) Proceeds proceeds from the sale of Hydrocarbons produced from and attributable to the Company 's Oil and Gas Interests Assets are being received by the Company Sellers in a timely manner and are not no portion thereof is being held in suspense for any reason (except for amounts, individually or in the aggregate, not in excess of $50,000 and held in suspense in the ordinary course of business); andreason;
(vif) No Person no person has any call on, option to purchase, or similar rights with respect to the Company 's Oil and Gas Interests or Hydrocarbon production attributable to the production attributable thereto, and upon consummation Assets for a price less than the generally prevailing market price in the area of the transactions contemplated by this Agreementsubject Asset;
(g) all royalties, the Company will have the right to market overriding royalties, compensatory royalties and other payments due from or in respect of Hydrocarbon production from the Company 's Oil Assets, have been or will be, prior to the Closing Date, properly and Gas Interests correctly paid or provided for in all respects, except for those for which any Seller has a legal right to suspend;
(h) except as set forth on terms no less favorable Exhibit B, none of the Xxxxx have a payout balance which will result in a reduction in any Seller’s interest therein after payout occurs;
(i) all of the Xxxxx that have been drilled and completed have been drilled and completed on lands currently covered by the Leases or on lands properly pooled or unitized therewith; and
(j) other than the terms upon which such company is currently marketing such productionExcluded Assets, no affiliate of any Seller owns any right, title or interest in any oil, gas and/or mineral leases, operating rights, oil, gas and/or mineral leasehold interests, oil, gas and/or mineral overriding royalty interests or similar interests.
Appears in 1 contract
Oil and Gas Operations. To the knowledge Except as otherwise set forth in Exhibit A: ----------------------
(a) None of the Company, as to xxxxx not operated by the Company, and without qualification as to knowledge, as to xxxxx operated by the Company:
(i) As of the respective dates reflected thereon, (A) none of the xxxxx included in the Oil and Gas Interests of the Company Xxxxx has been overproduced such that it is subject or liable to being shut-in or to any other overproduction penalty, (B) the Company has not received any deficiency payment under any gas contract for which any Person has a right to take deficiency gas from the Company and (C) the Company has not received any payment for production which is subject to refund or recoupment out of future production;
(iib) There have been no changes proposed in the production allowables for any xxxxx included in the Oil and Gas Interests of the Company that would reasonably be expected to have a Material Adverse Effect on the CompanyXxxxx;
(iiic) All xxxxx included in the Oil and Gas Interests of the Company Xxxxx have been drilled and, and (if completed) completed, operated, ,and produced in accordance with customary good oil and gas field practices and in compliance in all material respects with applicable oil and gas leases and applicable laws, rules, and regulations;
(ivd) The Company Futures has neither not agreed to nor to, and is it now not obligated to to, abandon any well operated by it and included in the Oil and Gas Interests of the Company that is or will not be abandoned and reclaimed in accordance with applicable laws, rules, and regulations and customary oil and gas industry practicesWell;
(ve) Proceeds from the sale of Hydrocarbons oil or gas produced from and attributable to the Company 's Oil and Gas Interests Xxxxx are being received by the Company Futures in a timely manner and are not being held in suspense for any reason (except for amounts, individually or in the aggregate, not in excess of $50,000 100.00 and held in suspense in the ordinary course of business); and
(vif) No Person person has any call on, option to purchase, or similar rights with respect to any of the Company 's Oil and Gas Subject Interests or any or to the production attributable thereto, and upon consummation of the transactions contemplated by this Agreement, the Company GSC will have the right to market production from the Company 's Oil and Gas Subject Interests on terms no less favorable than the terms upon which such company Futures is currently marketing such production.
(g) Except as disclosed on Exhibit A no agreements relating to the Subject Interests will require as of or after the Closing Date, GSC to sell or deliver, oil or gas for a price materially less than the market value price that would have been, or would be, received pursuant to any arm's-length contract for a term of one month with an unaffiliated third party purchaser.
(h) Each agreement relating to the Subject Interests is valid, binding, and in full force and effect, and no party is in material breach or default of any such agreement, and to the best knowledge, information, and belief of Futures, no event has occurred that with notice or lapse of time (or both) would constitute a material breach or default or permit termination, modification, or acceleration under any such agreement;
(i) There have been no claims from any third party for any price reduction or increase or volume reduction or increase under any agreement relating to the Subject Interests and Futures has not made any claims for any price reduction or increase or volume reduction or increase under any such agreements;
(j) Payments for oil or gas produced from the Xxxxx have been made materially in accordance with prices or price setting mechanisms set forth in the agreement pertaining to the Xxxxx;
(k) No purchaser under any agreement has notified Futures (or, to the best knowledge, information, and belief of Futures, the operator of any property) of its intent to cancel, terminate, or renegotiate any agreement or otherwise to fail and refuse to take and pay for oil or gas in the quantities and at the price set out in any agreement, whether such failure or refusal was pursuant to any force majeure, market out, or similar provisions contained in the agreement or otherwise;
(l) Futures is not obligated by any prepayment arrangement, "take-or-pay" or similar provision, production payment, or any other arrangements to deliver oil or gas produced from a Well at some future time without then or thereafter receiving payment therefor;
(m) There are no gas balancing agreements or arrangements or similar situations by which Futures is required to allow another party or parties to produce quantities of gas with an aggregate market value of more than $1.00 which, in the absence of such balancing agreements, arrangements or similar situations, would have been produced by Futures, and
(n) The agreements pertaining to the Subject Interests are of the type generally found in the oil and gas industry, do not (individually or in the aggregate) contain unusual or unduly burdensome provisions that may have a material adverse effect on Futures, and are in form and substance considered normal within the oil and gas industry.
Appears in 1 contract
Oil and Gas Operations. To the knowledge Except as otherwise set forth in Exhibit A: ----------------------
(a) None of the Company, as to xxxxx not operated by the Company, and without qualification as to knowledge, as to xxxxx operated by the Company:
(i) As of the respective dates reflected thereon, (A) none of the xxxxx included in the Oil and Gas Interests of the Company Xxxxx has been overproduced such that it is subject or liable to being shut-in or to any other overproduction penalty, (B) the Company has not received any deficiency payment under any gas contract for which any Person has a right to take deficiency gas from the Company and (C) the Company has not received any payment for production which is subject to refund or recoupment out of future production;
(iib) There have been no changes proposed in the production allowables for any xxxxx included in the Oil and Gas Interests of the Company that would reasonably be expected to have a Material Adverse Effect on the CompanyXxxxx;
(iiic) All xxxxx included in the Oil and Gas Interests of the Company Xxxxx have been drilled and, and (if completed) completed, operated, operated and produced in accordance with customary good oil and gas field practices and in compliance in all material respects with applicable oil and gas leases and applicable laws, rules, and regulations;
(ivd) The Company Futures has neither not agreed to nor to, and is it now not obligated to to, abandon any well operated by it and included in the Oil and Gas Interests of the Company that is or will not be abandoned and reclaimed in accordance with applicable laws, rules, and regulations and customary oil and gas industry practicesWell;
(ve) Proceeds from the sale of Hydrocarbons oil or gas produced from and attributable to the Company 's Oil and Gas Interests Xxxxx are being received by the Company Futures in a timely manner and are not being held in suspense for any reason (except for amounts, individually or in the aggregate, not in excess of $50,000 100.00 and held in suspense in the ordinary course of business); and
(vif) No Person person has any call on, option to purchase, or similar rights with respect to any of the Company 's Oil and Gas Subject Interests or any or to the production attributable thereto, and upon consummation of the transactions contemplated by this Agreement, the Company PEC will have the right to market production from the Company 's Oil and Gas Subject Interests on terms no less favorable than the terms upon which such company Futures is currently marketing such production.
(g) Except as disclosed on Exhibit A no agreements relating to the Subject Interests will require as of or after the Closing Date, PEC to sell or deliver, oil or gas for a price materially less than the market value price that would have been, or would be, received pursuant to any arm's-length contract for a term of one month with an unaffiliated third party purchaser.
(h) Each agreement relating to the Subject Interests is valid, binding, and in full force and effect, and no party is in material breach or default of any such agreement, and to the best knowledge, information, and belief of Futures, no event has occurred that with notice or lapse of time (or both) would constitute a material breach or default or permit termination, modification, or acceleration under any such agreement;
(i) There have been no claims from any third party for any price reduction or increase or volume reduction or increase under any agreement relating to the Subject Interests and Futures has not made any claims for any price reduction or increase or volume reduction or increase under any such agreements;
(j) Payments for oil or gas produced from the Xxxxx have been made materially in accordance with prices or price setting mechanisms set forth in the agreement pertaining to the Xxxxx;
(k) No purchaser under any agreement has notified Futures (or, to the best knowledge, information, and belief of Futures, the operator of any property) of its intent to cancel, terminate, or renegotiate any agreement or otherwise to fail and refuse to take and pay for oil or gas in the quantities and at the price set out in any agreement, whether such failure or refusal was pursuant to any force majeure, market out, or similar provisions contained in the agreement or otherwise;
(l) Futures is not obligated by any prepayment arrangement, "take-or-pay" or similar provision, production payment, or any other arrangements to deliver oil or gas produced from a Well at some future time without then or thereafter receiving payment therefor;
(m) There are no gas balancing agreements or arrangements or similar situations by which Futures is required to allow another party or parties to produce quantities of gas with an aggregate market value of more than $1.00 which, in the absence of such balancing agreements, arrangements or similar situations, would have been produced by Futures, and
(n) The agreements pertaining to the Subject Interests are of the type generally found in the oil and gas industry, do not (individually or in the aggregate) contain unusual or unduly burdensome provisions that may have a material adverse effect on Futures, and are in form and substance considered normal within the oil and gas industry.
Appears in 1 contract
Oil and Gas Operations. To Except as otherwise set forth in ------ ---------------------- the Disclosure Schedule, to the knowledge of the CompanyClassic, as to xxxxx not operated by the Company, and without qualification as to knowledge, as to xxxxx operated by the Company:
(i) As of the respective dates reflected thereon, (A) none of the all xxxxx included in the Oil and Gas Interests of the Company has been overproduced such that it is subject or liable to being shut-in or to any overproduction penalty, (B) the Company has not received any deficiency payment under any gas contract for which any Person has a right to take deficiency gas from the Company and (C) the Company has not received any payment for production which is subject to refund or recoupment out of future production;
(ii) There have been no changes proposed in the production allowables for any xxxxx included in the Oil and Gas Interests of the Company that would reasonably be expected to have a Material Adverse Effect on the Company;
(iii) All xxxxx included in the Oil and Gas Interests of the Company Classic have been drilled and, and (if completed) completed, operated, operated and produced in accordance with customary generally accepted oil and gas field practices and in compliance in all material respects with applicable oil and gas leases leases, pooling and unit agreements, and applicable laws, rules, regulations, judgments, orders and regulationsdecrees issued by any court or Governmental Authority. Except as otherwise set forth in the Disclosure Schedule, to the knowledge of Classic,
(a) there are no xxxxx that Classic is currently obligated by Law or contract to plug and abandon;
(ivb) The Company has neither agreed there are no xxxxx that are subject to nor is it now obligated exceptions to a requirement to plug and abandon any well operated issued by it a regulatory authority having jurisdiction over the applicable lease;
(c) there are no xxxxx that have been plugged and included abandoned but have not been plugged in accordance, in all material respects, with all applicable requirements of each regulatory authority having jurisdiction over the Oil and Gas Interests of the Company that is or will not be abandoned and reclaimed in accordance with applicable laws, rules, and regulations and customary oil and gas industry practicesInterests;
(vd) Proceeds with respect to the oil, gas and other mineral leases, unit agreements, pooling agreements, communitization agreements and other documents creating interests comprising the Oil and Gas Interests: (i) Classic has fulfilled all requirements in all material respects for filings, certificates, disclosures of parties in interest, and other similar matters contained in (or otherwise applicable thereto by Law, rule or regulation) such leases or other documents and is fully qualified to own and hold all such leases or other interests; (ii) there are no provisions applicable to such leases or other documents which increase the royalty share of the lessor thereunder, and (iii) upon the establishment and maintenance of production in commercial quantities, the leases and other interest are to be in full force and effect over the economic life of the property involved and do not have terms fixed by a certain number of years.
(e) proceeds from the sale of Hydrocarbons produced from and attributable to the Company 's Oil and Gas Interests are being received by the Company Classic in a timely manner and are not being held in suspense for any reason (except for amounts, individually or in the aggregate, not in excess of $50,000 10,000 and held in suspense in the ordinary course of business); and
(vif) No Person no person has any call onupon, option to purchase, preferential right to purchase or similar rights with respect to the Company 's Oil and Gas Interests or to the production attributable thereto, and upon consummation of the transactions contemplated by this Agreement, the Company will have the right to market production from the Company 's Oil and Gas Interests on terms no less favorable than the terms upon which such company is currently marketing such productiontherefrom.
Appears in 1 contract
Oil and Gas Operations. To the knowledge of the Company, as to xxxxx not operated by the Company, and without qualification as to knowledge, as to xxxxx operated by the Company:
(i) As of the respective dates reflected thereon, (A) none None of the xxxxx included in the Oil and Gas Interests of the Company has been overproduced such that it is subject or liable to being shut-in or to any overproduction penalty, (B) the Company has not received any deficiency payment under any gas contract for which any Person has a right to take deficiency gas from the Company and (C) the Company has not received any payment for production which is subject to refund or recoupment out of future production;
(ii) There have been no changes proposed in the production allowables for any xxxxx included in the Oil and Gas Interests of the Company that would reasonably be expected to have a Material Adverse Effect on the Company;
(iii) All xxxxx included in the Oil and Gas Interests of the Company have been drilled and, if completed, operated, have been operated and produced in accordance with customary oil and gas field practices and are in compliance in all material respects with applicable oil and gas leases and applicable laws, rules, and regulations;
(iv) The Company has neither agreed to nor is it now obligated to abandon any well operated by it and included in the Oil and Gas Interests of the Company that is or will not be abandoned and reclaimed in accordance with applicable laws, rules, and regulations and customary oil and gas industry practices;
(v) Proceeds from the sale of Hydrocarbons produced from and attributable to the Company Company's Oil and Gas Interests are being received by the Company in a timely manner and are not being held in suspense for any reason (except for amounts, individually or in the aggregate, not in excess of $50,000 10,000 and held in suspense in the ordinary course of business); and;
(vi) No Person has any call on, option to purchase, or similar rights with respect to the Company 's Oil and Gas Interests or to the production attributable thereto, and upon consummation of the transactions contemplated by this Agreement, the Company will have the right to market production from the Company Company's Oil and Gas Interests on terms no less favorable than the terms upon which such company the Company is currently marketing such production;
(vii) All royalties, overriding royalties, compensatory royalties and other payments due from or in respect of production with respect to the Company's Oil and Gas Interests (A) for any period ending prior to the date hereof have been properly and correctly paid, except for royalties and other proceeds of production properly held in suspense by the Company, as disclosed the Company Disclosure Schedule, and (B) for any other period prior to the Closing Date have been or will be properly and correctly paid, except for royalties and other proceeds of production properly held in suspense by the Company. All royalties and other proceeds of production held in suspense by the Company will remain with the Company at Closing, except to the extent the same are properly and correctly paid to the third Persons entitled thereto; 19
(viii) The Company is not obligated by virtue of any prepayment arrangement, "take or pay" payment, advance payment or similar provision or a production payment or any other arrangement or payment to deliver Hydrocarbons, or proceeds from the sale, processing or other disposition thereof, attributable to the Company's Oil and Gas Interests at some future time without receiving full payment therefor at or after the time of delivery;
(ix) The Company has no production, processing or transportation imbalances with co-owners of its Oil and Gas Interests, plant owners, pipelines or other Persons; and
(x) The Company has not elected not to participate in any operation or activity proposed with respect to its Oil and Gas Interests subsequent to the Effective Time, which could result in the Company or any such Oil and Gas Interest becoming subject to a penalty or forfeiture as a result of such election not to participate in such operation or activity.
Appears in 1 contract
Samples: Merger Agreement (Energy Search Inc)
Oil and Gas Operations. To the knowledge Except as set forth on Schedule 7.28 of the Company, as to xxxxx not operated by the Company, and without qualification as to knowledge, as to xxxxx operated by the CompanyDisclosure Schedule:
(ia) As of the respective dates reflected thereon, (A) none of the xxxxx All wxxxx included in the Oil and Gas Interests of the Company has been overproduced such that it is subject or liable to being shut-in or to any overproduction penalty, of its Subsidiaries (Bthe “Wxxxx”) the Company has not received any deficiency payment under any gas contract for which any Person has a right to take deficiency gas from the Company and (C) the Company has not received any payment for production which is subject to refund or recoupment out of future production;
(ii) There have been no changes proposed in the production allowables for any xxxxx included in the Oil and Gas Interests of the Company that would reasonably be expected to have a Material Adverse Effect on the Company;
(iii) All xxxxx included in the Oil and Gas Interests of the Company have been drilled and, and (if completed) completed, operated, operated and produced in accordance with customary generally accepted oil and gas field practices and in compliance in all material respects with applicable oil and gas leases and applicable lawsLaws. The Wxxxx have been drilled and completed within the limits permitted by contract, rulespooling or unit agreement, and regulationsby law; and all drilling and completion of the Wxxxx and all development and operations have been conducted in material compliance with all applicable Laws. No Well is subject to penalties on allowables because of any overproduction or any other violation of applicable Laws that would prevent such Well from being entitled to its full legal and regular allowable from and after the Closing Date as prescribed by any court or governmental body or agency.
(b) There are no Wxxxx that:
(i) the Company or its Subsidiaries is obligated by law or contract to plug and abandon at this time;
(ii) the Company or its Subsidiaries will be obligated by law or contract to plug and abandon with the lapse of time or notice or both because the Well is not currently capable of producing in commercial quantities;
(iii) are subject to exceptions to a requirement to plug and abandon issued by a regulatory authority having jurisdiction over the applicable lease; or
(iv) The Company has neither agreed to nor is it now obligated to abandon any well operated by it the Knowledge of the Company, have been plugged and included abandoned but have not been plugged in accordance with all applicable requirements of each regulatory authority having jurisdiction over the Oil and Gas Interests Interests.
(c) With respect to the oil, gas and other mineral leases, unit agreements, pooling agreements, communitization agreements and other documents creating interests comprising the Oil and Gas Interests: (i) each of the Company that is or will not be abandoned and reclaimed its Subsidiaries has fulfilled all requirements in accordance with applicable lawsall material respects for filings, rulescertificates, disclosures of parties in interest, and regulations other similar matters contained in (or otherwise applicable thereto by Law) such leases or other documents and customary oil are fully qualified to own and gas industry practices;hold all such leases or other interests; (ii) there are no provisions applicable to such leases or other documents which increase the royalty share of the lessor thereunder, (iii) upon the establishment and maintenance of production in commercial quantities, the leases and other interests are to be in full force and effect over the economic life of the property involved and do not have terms fixed by a certain number of years, and (iv) all such documents are in full force and effect and all royalties payable pursuant to such documents have been properly paid.
(vd) Proceeds from the sale of Hydrocarbons produced from the Company’s and attributable to the Company 's any of its Subsidiaries Oil and Gas Interests are being received by the Company and its Subsidiaries in a timely manner and are not being held in suspense for any reason (except for amounts, individually or in the aggregate, not in excess of $50,000 and held in suspense in the ordinary course of business); andreason.
(vie) No Person has any call on, option to purchase, or similar rights with respect to Neither the Company 's nor any of its Subsidiaries is obligated, by virtue of a prepayment arrangement, a “take or pay” arrangement, a production payment or any other arrangement to deliver Hydrocarbons produced from the Oil and Gas Interests at some future time without then or to the production attributable thereto, and upon consummation thereafter receiving full payment therefor.
(f) There are no material imbalances of the transactions contemplated by this Agreement, the Company will have the right to market production from the Company 's Oil and Gas Interests on terms no less favorable than of the terms upon which such company is currently marketing such productionCompany or any of its Subsidiaries whether required to be disclosed pursuant to GAAP or otherwise.
Appears in 1 contract
Oil and Gas Operations. (a) To the knowledge of the Company, as to xxxxx not operated by the Company, and without qualification as to knowledge, as to xxxxx operated by the Company:
(i) As Company or any of the respective dates reflected thereon, (A) none of the xxxxx included in the Oil and Gas Interests of the Company has been overproduced such that it is subject or liable to being shut-in or to any overproduction penalty, (B) the Company has not received any deficiency payment under any gas contract for which any Person has a right to take deficiency gas from the Company and (C) the Company has not received any payment for production which is subject to refund or recoupment out of future production;
(ii) There have been no changes proposed in the production allowables for any xxxxx included in the Oil and Gas Interests of the Company that would reasonably be expected to have a Material Adverse Effect on the Company;
(iii) All xxxxx included in the Oil and Gas Interests of the Company its Subsidiaries have been drilled and, and (if completed) completed, operated, operated and produced in accordance with customary generally accepted oil and gas field practices and in compliance in all material respects with applicable oil and gas leases leases, pooling and unit agreements, and applicable laws, rulesLaws, and regulations;to the knowledge of the Company, the non-operated xxxxx in which the Company or any of its Subsidiaries have an interest have been drilled and (if completed) completed, operated and produced in accordance with generally accepted oil and gas field practices and in compliance in all material respects with applicable oil and gas leases, pooling and unit agreements, and applicable Laws.
(ivb) The Company has neither agreed to nor is it now obligated to abandon any well To the knowledge of the Company, there are no xxxxx operated by it Company or its Subsidiaries, or non-operated xxxxx in which the Company or any of its Subsidiaries has any interest with respect to which the Company, any of its Subsidiaries, or the operator thereof is currently obligated by Law or contract to plug and included abandon.
(c) To the knowledge of the Company, there are no xxxxx in which the Company or any of its Subsidiaries has an interest that are subject to exceptions to a requirement to plug and abandon issued by a regulatory authority having jurisdiction over the applicable lease.
(d) To the knowledge of the Company, there are no xxxxx in which the Company or any of its Subsidiaries has an interest that have been plugged and abandoned but have not been plugged in accordance, in all material respects, with all applicable requirements of each regulatory authority having jurisdiction over such xxxxx.
(e) With respect to the oil, gas and other mineral leases, unit agreements, pooling agreements, communitization agreements and other documents creating interests comprising the Company Oil and Gas Interests Properties: (i) the Company and its Subsidiaries have fulfilled all requirements in all material respects for filings, certificates, disclosures of parties in interest, and other similar matters contained in such leases or other documents (or otherwise applicable thereto by Law) and is fully qualified to own and hold all such leases and other interests; and (ii) such leases and other interests are in full force and effect.
(f) To the knowledge of the Company that is or will not be abandoned and reclaimed in accordance with applicable lawsCompany, rules, and regulations and customary oil and gas industry practices;
(v) Proceeds proceeds from the sale of Hydrocarbons produced from and attributable to the Company 's Oil and Gas Interests Properties are being received by the Company and its Subsidiaries in a timely manner and are not being held in suspense for any reason reason.
(except g) Except for amounts, such acts or failures to act as individually or in the aggregateaggregate have not had, and would not be reasonably likely to have or result in, a Company Material Adverse Effect, to the knowledge of the Company, the transactions contemplated hereby will not create in excess of $50,000 and held in suspense in the ordinary course of business); and
(vi) No any Person has any call onupon, option to purchase, preferential right to purchase or similar rights with respect to the Company 's Oil and Gas Interests Properties or to the production attributable thereto, and upon consummation of the transactions contemplated by this Agreement, the Company will have the right to market production from the Company 's Oil and Gas Interests on terms no less favorable than the terms upon which such company is currently marketing such productiontherefrom.
Appears in 1 contract
Oil and Gas Operations. To Except as set forth in Section 3.25 of the Company Disclosure Schedule, to the knowledge of the Company, as to xxxxx wells not operated by the Company, and without qualification as to knowledgekxxxxxdge, as to xxxxx wells operated by the Company:
(ia) As Except as reflected xx Xxction 3.25 of the Company Disclosure Schedule, as of the respective dates reflected thereon, (Ai) none of the xxxxx wells included in the Oil and Gas Interests of the Company has been hax xxen overproduced such that it is subject or liable to being shut-in or to any overproduction penalty, (Bii) the Company has not received any deficiency payment under any gas contract for which any Person has a right to take deficiency gas from the Company Company, and (Ciii) the Company has not received any payment for production which is subject to refund or recoupment out of future production;
(iib) There have been no changes proposed in the production allowables for any xxxxx wells included in the Oil and Gas Interests of the Company that would could reasonably be expected to have a Material Adverse Effect on the Company;
(iiic) All xxxxx wells included in the Oil and Gas Interests of the Company have xxxx been drilled and, and (if completed) completed, operated, and produced in accordance with customary good oil and gas field practices and in compliance in all material respects with applicable oil and gas leases and applicable laws, rules, and regulations, except where any failure or violation could not reasonably be expected to have a Material Adverse Effect on the Company;
(ivd) The Company has neither agreed to nor is it now obligated to abandon any well operated by it and included in the Oil and Gas Interests of the Company that is or will not be abandoned and reclaimed in accordance with applicable laws, rules, and regulations and customary good oil and gas industry practices;
(ve) Proceeds from the sale of Hydrocarbons produced from and attributable to the Company Company's Oil and Gas Interests are being received by the Company in a timely manner and are not being held in suspense for any reason (except for amounts, individually or in the aggregate, not in excess of $50,000 20,000 and held in suspense in the ordinary course of business); and;
(vif) No Person has any call on, option to purchase, or similar rights with respect to the Company Company's Oil and Gas Interests or to the production attributable thereto, and upon consummation of the transactions contemplated by this Agreement, the Company will have the right to market production from the Company Company's Oil and Gas Interests on terms no less favorable than the terms upon which such company is currently marketing such production; and
(g) All royalties, overriding royalties, compensatory royalties and other payments due from or in respect of production with respect to the Company's Oil and Gas Interests, have been or will be, prior to the Effective Time, properly and correctly paid or provided for in all material respects, except for those for which the Company has a valid right to suspend.
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Oil and Gas Operations. To the knowledge of the Company, Except as to xxxxx not operated by the Company, and without qualification as to knowledge, as to xxxxx operated by the Companyset forth in Schedule 5.12:
(i) As of the respective dates reflected thereon, (Aa) none of the xxxxx included Xxxxx have been produced in the Oil and Gas Interests excess of the Company has been overproduced their allowable such that it is they are subject or liable to being shut-in or to any overproduction penalty, (B) the Company has not received any deficiency payment under any gas contract for which any Person has a right to take deficiency gas from the Company and (C) the Company Seller has not received any payment for Hydrocarbon production from any Well which is subject to refund or recoupment out of future production;
(iib) There there have been no changes proposed in to reduce the production allowables for any xxxxx included in the Oil and Gas Interests of the Company that would reasonably be expected to have a Material Adverse Effect on the CompanyWell;
(iiic) All xxxxx included in the Oil and Gas Interests all of the Company Xxxxx have been (if drilled) drilled and, and (if completed) completed, operated, and produced in accordance with customary good oil and gas field practices and in compliance in all material respects with the applicable oil Leases and gas leases Contracts, and applicable laws, rules, regulations and regulationsPermits;
(ivd) The Company Seller has neither agreed to nor is it now obligated to abandon not abandoned any well Well operated by it and included in the Oil and Gas Interests of the Company that is or will not be abandoned and reclaimed it, except in accordance with the applicable Leases, Contracts, laws, rules, and regulations and customary good oil and gas industry practices;
(ve) Proceeds proceeds from the sale of Hydrocarbons produced from and attributable to the Company 's Oil and Gas Interests Assets are being received by the Company Seller in a timely manner and are not being held in suspense for any reason (except for amounts, individually or in the aggregate, not in excess of $50,000 and held in suspense in the ordinary course of business); andreason;
(vif) No Person no person has any call on, option to purchase, or similar rights with respect to the Company 's Oil and Gas Interests or Hydrocarbon production attributable to the production attributable theretoAssets for a price less than the generally prevailing market price;
(g) all royalties, overriding royalties, compensatory royalties and upon consummation other payments due from or in respect of the transactions contemplated by this Agreement, the Company will have the right to market Hydrocarbon production from the Company 's Oil Assets, have been or will be, prior to the Closing Date, properly and Gas Interests correctly paid or provided for in all respects, except for those for which Seller has a legal right to suspend;
(h) none of the Xxxxx have a payout balance which will result in a reduction in Seller’s interest therein after payout occurs; and
(i) all of the Xxxxx that have been drilled and completed have been drilled and completed on terms no less favorable than lands currently covered by the terms upon which such company is currently marketing such productionLeases or on lands properly pooled or unitized therewith.
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Oil and Gas Operations. To the knowledge Company's knowledge, and except as set forth in Schedule 3.1(aa) of the Company, as to xxxxx not operated by the Company, and without qualification as to knowledge, as to xxxxx operated by the CompanyCompany Disclosure Schedule:
(i) As of the respective dates reflected thereon, (A) none of the xxxxx included in the Oil and Gas Interests Company or any of its Subsidiaries have received notice or claim that any of the Company has been Xxxxxx Xxxxx are being overproduced and there are no well bore imbalances such that it is they are subject or liable to being shut-in or to any overproduction penalty, ;
(Bii) the Company has and its Subsidiaries have not received any deficiency payment under any gas contract Hydrocarbon Sales Agreement for which any Person person or entity has a right to take deficiency gas from the Company and or any of its Subsidiaries;
(Ciii) the Company has and its Subsidiaries have not received any payment for production which is subject to refund or recoupment out of future production;
(iiiv) There none of the Company or any of its Subsidiaries have received notice or claim that there has been no any changes proposed in the production allowables for any xxxxx included in Xxxxxx Xxxxx;
(v) each of the Oil Xxxxxx Xxxxx has been drilled and Gas Interests (if completed) completed, operated and produced, and none of the Company or any of its Subsidiaries have received notice or claim that would reasonably be expected to have a Material Adverse Effect on the Company;
(iii) All xxxxx included in the Oil and Gas Interests any of the Company have been Xxxxxx Xxxxx are not being drilled and, or (if completed) completed, operated, and produced produced, in accordance with customary good oil and gas field practices and in material compliance in all material respects with (A) applicable oil Oil and gas leases Gas Leases and other Company Contracts and (B) applicable laws, rules, regulations and regulationspermits;
(ivvi) The Company has neither agreed to nor is it now obligated to abandon any well all xxxxx operated by it and included in the Oil and Gas Interests of the Company or any of its Subsidiaries that is have been plugged and abandoned by the Company or will not be any of its Subsidiaries have been so plugged and abandoned and reclaimed in all material respects in accordance with all applicable laws, rules, and regulations and customary good oil and gas industry practices;
(vvii) Proceeds proceeds from the sale of Hydrocarbons produced from and attributable to the Company 's Xxxxxx Oil and Gas Interests are being received by the Company and its Subsidiaries in a reasonably timely manner and are not being held in suspense for any reason (except for amounts, individually or in the aggregate, not in excess of less than $50,000 10,000 and held in suspense in the ordinary course Ordinary Course of businessBusiness); and;
(viviii) No Person no person or entity has any call on, option to purchase, purchase or similar rights with respect to the Company 's Xxxxxx Oil and Gas Interests or to the production attributable thereto, and upon consummation of the transactions contemplated by this Agreement, to the knowledge of the Company, the Company and its Subsidiaries will have the right to market production from the Company 's Xxxxxx Oil and Gas Interests on terms no less favorable than the terms upon which such company it is currently marketing such production;
(ix) all royalties, overriding royalties, compensatory royalties and other payments due from or in respect of production with respect to the Xxxxxx Oil and Gas Interests have been properly and correctly paid or provided for by the Company and its Subsidiaries in all material respects in accordance with the terms and conditions of the applicable Oil and Gas Leases or other applicable Company Contracts (except for those for which the Company and its Subsidiaries have a valid right to suspend) and all deductions from such production proceeds have been deducted in material compliance with the terms and conditions of the applicable Oil and Gas Leases, other Company Contracts and applicable law; and
(x) the Company and its Subsidiaries are in compliance in all material respects with all applicable laws, rules and regulations and orders applicable to the Xxxxxx Oil and Gas Interests to the extent pertaining to escheatment.
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Oil and Gas Operations. To Except as otherwise set forth in the Disclosure Schedule, to the knowledge of the CompanyCompany or Subsidiary, as to xxxxx not operated by the Company, and without qualification as to knowledge, as to xxxxx operated by the Company:
(i) As of the respective dates reflected thereon, (A) none of the all xxxxx included in the Oil and Gas Interests of the Company has been overproduced such that it is subject or liable to being shut-in or to any overproduction penalty, (B) the Company has not received any deficiency payment under any gas contract for which any Person has a right to take deficiency gas from the Company and (C) the Company has not received any payment for production which is subject to refund or recoupment out of future production;
(ii) There have been no changes proposed in the production allowables for any xxxxx included in the Oil and Gas Interests of the Company that would reasonably be expected to have a Material Adverse Effect on the Company;
(iii) All xxxxx included in the Oil and Gas Interests of the Company have been drilled and, and (if completed) completed, operated, operated and produced in accordance with customary generally accepted oil and gas field practices and in compliance in all material respects with applicable oil and gas leases leases, pooling and unit agreements, and applicable laws, rules, regulations, judgments, orders and regulations;
(iv) The Company has neither agreed to nor is it now obligated to abandon decrees issued by any court or Governmental Authority. No well operated by it and included in the Oil and Gas Interests is subject to penalties on allowables because of any overproduction or any other violation of applicable laws that would prevent such well from being entitles to its full legal and regular allowable from and after the Closing Date as prescribed by any Governmental Authority. Except as otherwise set forth in the Disclosure Schedule, to the knowledge of Company and Subsidiary,
(a) there are no xxxxx that Company or Subsidiary is currently obligated by law or will not be abandoned contract to plug and reclaimed in accordance with applicable laws, rules, and regulations and customary oil and gas industry practicesabandon;
(vb) Proceeds there are no xxxxx that are subject to exceptions to a requirement to plug and abandon issued by a regulatory authority having jurisdiction over the applicable lease;
(c) there are no xxxxx that have been plugged and abandoned but have not been plugged in accordance, in all material respects, with all applicable requirements of each regulatory authority having jurisdiction over the Oil and Gas Interests;
(d) with respect to the oil, gas and other mineral leases, unit agreements, pooling agreements, communitization agreements and other documents creating interests comprising the Oil and Gas Interests: (i) Company and Subsidiary have fulfilled all requirements in all material respects for filings, certificates, disclosures of parties in interest, and other similar matters contained in (or otherwise applicable thereto by law, rule or regulation) such leases or other documents and is fully qualified to own and hold all such leases or other interests; (ii) there are no provisions applicable to such leases or other documents which increase the royalty share of the lessor thereunder, and (iii) upon the establishment and maintenance of production in commercial quantities, the leases and other interest are to be in full force and effect over the economic life of the property involved and do not have terms fixed by a certain number of years;
(e) proceeds from the sale of Hydrocarbons produced from and attributable to the Company 's Oil and Gas Interests are being received by the Company or Subsidiary in a timely manner and are not being held in suspense for any reason (except for amounts, individually or in the aggregate, not in excess of $50,000 10,000 and held in suspense in the ordinary course of business); and
(vif) No Person no person has any call onupon, option to purchase, preferential right to purchase or similar rights with respect to the Company 's Oil and Gas Interests or to the production attributable thereto, and upon consummation of the transactions contemplated by this Agreement, the Company will have the right to market production from the Company 's Oil and Gas Interests on terms no less favorable than the terms upon which such company is currently marketing such productiontherefrom.
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