Common use of Oil and Gas Operations Clause in Contracts

Oil and Gas Operations. Except as set forth on Section 7.29 of the Disclosure Schedule: (a) All xxxxx included in the Oil and Gas Interests of the Company or any of its Subsidiaries (the “Xxxxx”) 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 and applicable Laws. The Xxxxx have been drilled and completed within the limits permitted by contract, pooling or unit agreement, and by Law; and all drilling and completion of the Xxxxx 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 Xxxxx that: (i) the Company or its Subsidiaries is obligated by Law or contract to plug and abandon at this time for which an asset retirement obligation is not accrued and reflected as a liability in the most recent Financial Statements in accordance with GAAP; (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 for which an asset retirement obligation is not accrued and reflected as a liability in the most recent Financial Statements in accordance with GAAP; (iii) are subject to exceptions to a requirement to plug and abandon issued by a regulatory authority having jurisdiction over the applicable lease and for which an asset retirement obligation is not accrued and reflected as a liability in the most recent Financial Statements in accordance with GAAP; or (iv) to the Knowledge of the Company, have been plugged and abandoned but have not been plugged in accordance with all applicable requirements of each regulatory authority having jurisdiction over the Oil and Gas 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 and its Subsidiaries 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) such leases or other documents and are 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, (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 royalties payable pursuant to such documents have been properly paid. (d) Proceeds from the sale of Hydrocarbons produced from the Company’s and 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 routine suspense on new xxxxx not exceeding $50,000, in the aggregate. (e) Neither the Company 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 thereafter receiving full payment therefor. (f) There are no material imbalances of production from the Oil and Gas Interests of the Company or any of its Subsidiaries whether required to be disclosed pursuant to GAAP or otherwise.

Oil and Gas Operations. Except as set forth on Section SCHEDULE 7.29 of the Disclosure Schedule: (a) All xxxxx included in the Oil and Gas Interests of the Company or any of its Subsidiaries (the “"Xxxxx”") 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 and applicable Lawslaws, rules, regulations. The Xxxxx have been drilled and completed within the limits permitted by contract, pooling or unit agreement, and by Lawlaw; and all drilling and completion of the Xxxxx and all development and operations have been conducted in material compliance with all applicable Lawslaws, ordinances, rules, regulations and permits, and judgments, orders and decrees of any court or governmental body or agency. No Well is subject to penalties on allowables because of any overproduction or any other violation of applicable Laws laws, rules, regulations or permits or judgments, orders or decrees of any court or governmental body or agency 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 Xxxxx that: (i) the Company or its Subsidiaries is currently obligated by Law law or contract to plug and abandon at this time for which an asset retirement obligation is not accrued and reflected as a liability in the most recent Financial Statements in accordance with GAAPabandon; (ii) the Company or its Subsidiaries will be obligated by Law 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 for which an asset retirement obligation is not accrued and reflected as a liability in the most recent Financial Statements in accordance with GAAPquantities; (iii) are subject to exceptions to a requirement to plug and abandon issued by a regulatory authority having jurisdiction over the applicable lease and for which an asset retirement obligation is not accrued and reflected as a liability in the most recent Financial Statements in accordance with GAAPlease; or (iv) to the Knowledge best knowledge of the Company, have been plugged and abandoned but have not been plugged in accordance with all applicable requirements of each regulatory authority having jurisdiction over the Oil and Gas 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: (ia) each of the Company and its Subsidiaries 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 Lawlaw, rule or regulation) such leases or other documents and are fully qualified to own and hold all such leases or other interests; (iib) there are no provisions applicable to such leases or other documents which increase the royalty share of the lessor thereunder, and (iiic) upon the establishment and maintenance of production in commercial quantities, the leases and other interests 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, and (iv) all royalties payable pursuant to such documents have been properly paid. (d) Proceeds from the sale of Hydrocarbons produced from the Company’s 's and 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, reason (except for routine suspense on new xxxxx not exceeding $50,000amounts, individually or in the aggregate, not in excess of $100,000 and held in suspense in the ordinary course of business). (e) Neither the Company nor any of its Subsidiaries Seller is not 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 thereafter receiving full payment therefor. (f) There are no material imbalances of production from the Oil and Gas Interests of the Company or any of its Subsidiaries whether required to be disclosed pursuant to GAAP or otherwise.

Oil and Gas Operations. Except as set forth on Section 7.29 SCHEDULE 7.26 of the Disclosure Schedule: (a) All xxxxx included in the Oil and Gas Interests of the Company or any of its Subsidiaries (the “"Xxxxx”") 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 and applicable Lawslaws, rules, regulations. The Xxxxx have been drilled and completed within the limits permitted by contract, pooling or unit agreement, and by Lawlaw; and all drilling and completion of the Xxxxx and all development and operations have been conducted in material compliance with all applicable Lawslaws, ordinances, rules, regulations and permits, and judgments, orders and decrees of any court or governmental body or agency. No Well is subject to penalties on allowables because of any overproduction or any other violation of applicable Laws laws, rules, regulations or permits or judgments, orders or decrees of any court or governmental body or agency 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 Xxxxx that: (i) the Company or its Subsidiaries is currently obligated by Law law or contract to plug and abandon at this time for which an asset retirement obligation is not accrued and reflected as a liability in the most recent Financial Statements in accordance with GAAPabandon; (ii) the Company or its Subsidiaries will be obligated by Law 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 for which an asset retirement obligation is not accrued and reflected as a liability in the most recent Financial Statements in accordance with GAAPquantities; (iii) are subject to exceptions to a requirement to plug and abandon issued by a regulatory authority having jurisdiction over the applicable lease and for which an asset retirement obligation is not accrued and reflected as a liability in the most recent Financial Statements in accordance with GAAPlease; or (iv) to the Knowledge best knowledge of the Company, have been plugged and abandoned but have not been plugged in accordance with all applicable requirements of each regulatory authority having jurisdiction over the Oil and Gas 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: (ia) each of the Company and its Subsidiaries 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 Lawlaw, rule or regulation) such leases or other documents and are fully qualified to own and hold all such leases or other interests; (iib) there are no provisions applicable to such leases or other documents which increase the royalty share of the lessor thereunder, and (iiic) upon the establishment and maintenance of production in commercial quantities, the leases and other interests 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, and (iv) all royalties payable pursuant to such documents have been properly paid. (d) Proceeds from the sale of Hydrocarbons produced from the Company’s 's and 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, reason (except for routine suspense on new xxxxx not exceeding $50,000amounts, individually or in the aggregate, not in excess of $100,000 and held in suspense in the ordinary course of business). (e) Neither the Company nor any of its Subsidiaries Seller is not 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 thereafter receiving full payment therefor. (f) There are no material imbalances of production from the Oil and Gas Interests of the Company or any of its Subsidiaries whether required to be disclosed pursuant to GAAP or otherwise.

Oil and Gas Operations. Except as otherwise set forth on Section 7.29 of in the Disclosure Schedule: (a) All , and except for matters as would not reasonably be expected to result in a Material Adverse Effect on the Company or any Subsidiary, to the knowledge of the Company or the Subsidiaries, all xxxxx included in the Company’s Oil and Gas Interests of the Company or any of its Subsidiaries (the “Xxxxx”) 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 leases, pooling and unit agreements, and applicable Laws. The Xxxxx have been drilled laws, rules, regulations, judgments, orders and completed within the limits permitted decrees issued by contract, pooling any court or unit agreement, and by Law; and all drilling and completion of the Xxxxx and all development and operations have been conducted in material compliance with all applicable LawsGovernmental Authority. No Well well included in the Company’s or any Subsidiary’s Oil and Gas Interests is subject to penalties on allowables because of any overproduction or any other violation of applicable Laws laws that would prevent such Well 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 Xxxxx thatGovernmental Authority. Except as otherwise set forth in the Disclosure Schedule, to the knowledge of the Company and the Subsidiaries: (ia) there are no xxxxx that the Company or its any of the Subsidiaries is are currently obligated by Law law or contract to plug and abandon at this time for which an asset retirement obligation is not accrued and reflected as a liability in the most recent Financial Statements in accordance with GAAPabandon; (iib) 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 for which an asset retirement obligation is not accrued and reflected as a liability in the most recent Financial Statements in accordance with GAAP; (iii) 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 and for which an asset retirement obligation is not accrued and reflected as a liability in the most recent Financial Statements in accordance with GAAP; orlease; (ivc) to the Knowledge of the Company, there are no xxxxx that have been plugged and abandoned but have not been plugged in accordance accordance, in all material respects, with all applicable requirements of each regulatory authority having jurisdiction over the Company’s and the Subsidiaries’ Oil and Gas Interests.; (cd) With 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 and the Subsidiaries’ Oil and Gas Interests: (i) each of the Company and its the Subsidiaries has 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 Lawlaw, rule or regulation) such leases or other documents and are 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 interests 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, and (iv) all royalties payable pursuant to such documents have been properly paid.; (de) Proceeds proceeds from the sale of Hydrocarbons produced from the Company’s and any of its Subsidiaries’ Oil and Gas Interests are being received by the Company and its or the Subsidiaries in a timely manner and are not being held in suspense for any reason, reason (except for routine amounts in legal suspense on new xxxxx that do not exceeding exceed $50,000, 200,000 in the aggregate.); and (ef) Neither no person has any call upon, option to purchase, preferential right to purchase or similar rights with respect to the Company nor any of its Subsidiaries is obligated, by virtue of a prepayment arrangement, a “take Company’s or pay” arrangement, a production payment or any other arrangement to deliver Hydrocarbons produced from the Subsidiaries’ Oil and Gas Interests at some future time without then or thereafter receiving full payment thereforto the production therefrom. (f) There are no material imbalances of production from the Oil and Gas Interests of the Company or any of its Subsidiaries whether required to be disclosed pursuant to GAAP or otherwise.

Oil and Gas Operations. (a) Schedule 3.21 of the Disclosure Schedules sets forth all preferential rights to purchase the Ownership Interests, any preferential rights to purchase production from any such Ownership Interests and any similar rights that would become operative as a result of the transactions contemplated by this Agreement. Except as otherwise set forth on Section 7.29 Schedule 3.21 of the Disclosure Schedule: (a) All xxxxx Schedules, all Wxxxx that are Operated Properties, and all other Wxxxx included in the Oil and Gas Interests of the Company or any of its Subsidiaries (the “Xxxxx”) Ownership Interests, 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 Leases, pooling and gas leases unit agreements, and applicable Laws. The Xxxxx have been drilled and completed within the limits permitted by contract, pooling except for Wxxxx that are shut in or unit agreement, and by Law; and all drilling and completion of the Xxxxx and all development and operations have been conducted temporarily inactive in material compliance with all applicable LawsLaws and for which a Target Party plans, in good faith, to use in the future. No Well is subject to penalties on allowables after the date hereof because of any overproduction or any other violation of applicable Laws that would prevent such Well from being entitled Law. Except as otherwise set forth on Schedule 3.21 of the Disclosure Schedules, 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 Xxxxx thatSeller’s Knowledge in respect of the Ownership Interests: (i) there are no Wxxxx that any of the Company or its Subsidiaries Target Parties is currently obligated by applicable Law or contract to plug and abandon at this time for which an asset retirement obligation is not accrued and reflected as and, to the Seller’s Knowledge, there are no Wxxxx that a liability in the most recent Financial Statements in accordance with GAAP; (ii) the Company or its Subsidiaries will Target Party would be obligated by applicable Law or contract to plug and or abandon with the lapse of time or upon notice or both because the Well is such Wxxxx are not currently capable of producing in commercial quantities for which an asset retirement obligation is not accrued and reflected as a liability Hydrocarbons in the most recent Financial Statements in accordance with GAAPcommercial quantities; (iiiii) there are no Wxxxx that are subject to exceptions to a requirement to plug and abandon issued by a regulatory authority Governmental Authority having jurisdiction over the applicable lease Lease, and for which an asset retirement obligation is not accrued and reflected as a liability in the most recent Financial Statements in accordance with GAAP; or (iv) to the Knowledge of the Company, there are no Wxxxx that have been plugged and abandoned but have not been plugged in accordance with all applicable requirements of each regulatory authority Governmental Authority having jurisdiction over the Oil and Gas Interests.assets; and (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 and its Subsidiaries 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) such leases or other documents and are 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, (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 except as set forth on Schedule 3.21 of the property involved and do not have terms fixed by a certain number of yearsDisclosure Schedules, and (iv) all royalties payable pursuant to such documents have been properly paid. (d) Proceeds proceeds from the sale of Hydrocarbons produced from attributable to the Company’s and any of its Subsidiaries’ Oil and Gas Ownership Interests are being received by the Company and its Subsidiaries Target Parties in a timely manner and are not being held in suspense for any reason, reason (except for routine amounts held in suspense on new xxxxx not exceeding $50,000, in the aggregateordinary course of business). (eb) Neither The Company has not elected not to participate in any operation or activity proposed with respect to the Company nor Ownership Interests which could result in any of its Subsidiaries is obligated, by virtue a Target Party’s interest in any Ownership Interest becoming subject to a penalty or forfeiture as a result of a prepayment arrangement, a “take such election not to participate in such operation 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 thereafter receiving full payment thereforactivity. (f) There are no material imbalances of production from the Oil and Gas Interests of the Company or any of its Subsidiaries whether required to be disclosed pursuant to GAAP or otherwise.