Common use of Oil and Gas Properties Clause in Contracts

Oil and Gas Properties. Except as set forth on Schedule 4.12, each Loan Party’s Oil and Gas Properties (if any) (and Facilities unitized therewith) have been maintained, operated and developed in a good and workmanlike manner and in conformity with all Governmental Requirements and in conformity with the provisions of all leases, subleases or other contracts comprising a part of such Loan Party’s Hydrocarbon Interests and other contracts and agreements forming a part of such Loan Party’s Oil and Gas Properties, in each case, in all material respects. Specifically in connection with the foregoing and except as in each case could not reasonably be expected to have a Material Adverse Effect, (i) no Oil and Gas Property of any Loan Party is subject to having allowable production reduced below the full and regular allowable level (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time), (ii) none of the xxxxx comprising a part of any Loan Party’s Oil and Gas Properties (or Facilities unitized therewith) is deviated from the vertical more than the maximum permitted by Governmental Requirements, and such xxxxx are, in fact, bottomed under and are producing from, and the well bores are wholly within, or otherwise are legally located within, such Loan Party’s Oil and Gas Properties (or in the case of xxxxx located on Facilities unitized therewith, such unitized Facilities), (iii) as of the Closing Date, no Loan Party had any plug and abandonment liabilities associated with its or another Person’s Oil and Gas Properties, including, without limitation, the bonding or collateralization obligations of such Loan Party associated therewith with the obligations and (iv) as of the Closing Date, no amounts are owing under any joint operating agreement or similar arrangement with respect to the Loan Parties’ Oil and Gas Properties, in each case except as set forth on Schedule 4.12.

Oil and Gas Properties. Except (i) The Company has defensible title to all its Oil and Gas Properties (as set forth on Schedule 4.12, each Loan Partysuch term is defined below) forming the basis for the reserves reflected in the Company’s financial statements as attributable to interests owned by the Company and are free and clear of all liens. The oil and gas leases and other agreements that provide the Company with operating rights in the Company’s Oil and Gas Properties (if any) (are legal, valid and Facilities unitized therewith) binding and in full force and effect, and the rentals, royalties and other payments due thereunder have been maintainedproperly and timely paid, operated and developed there is no existing default (or event that, with notice or lapse of time or both, would become a default) under any of such oil and gas leases or other agreements, except, in each case, as individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a good Material Adverse Effect on the Company. (ii) The following are true regarding oil and workmanlike manner gas operations involving the Assets, except as set forth in the SEC Documents, and in conformity with all Governmental Requirements each case, as individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company: (1) none of the xxxxx have been produced in conformity excess of their allowable such that they are subject to being shut-in or to any overproduction penalty. The Company has not received any payment for hydrocarbon production from any well which is subject to refund or recoupment out of future production; (2) there have been no changes proposed to reduce the production allowable for any well; (3) the Company has complied with the provisions and requirements of all leaseslaws, subleases rules, regulations and permits applicable to the Oil and Gas Properties and all of the xxxxx have been drilled and completed, operated, and produced in accordance with good oil and gas field practices and in compliance in all material respects with the applicable leases and contracts, and applicable laws, rules, regulations and permits; (4) proceeds from the sale of oil and gas produced from and attributable to the Oil and Gas Properties are being received by the Company in a timely manner and are not being held in suspense for any reason; (5) no person has any call on, option to purchase, or other contracts comprising similar rights with respect to oil and gas production attributable to the Oil and Gas Properties for a part price less than the generally prevailing market price at the time of such Loan Party’s Hydrocarbon Interests production; ​ (6) all royalties, overriding royalties, compensatory royalties and other contracts payments due from or in respect of oil and agreements forming a part of such Loan Party’s gas production from the Oil and Gas Properties, in each case, have been properly and correctly paid or provided for in all material respects. Specifically ; and (7) 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. (iii) None of the Oil and Gas Sales Agreements (defined below) will require as of or after the applicable Closing Date, the Company to sell or deliver hydrocarbons for a price materially less than the generally prevailing market price that would have been, or would be, received pursuant to an arm’s-length contract for a term of one month with an unaffiliated third-party purchaser. (iv) There have been no claims from any third party for any price reduction or increase or volume reduction or increase under any of the Oil and Gas Sales Agreements, and the Company has not made any claims for any price reduction or increase or volume reduction or increase under any of the Oil and Gas Sales Agreements. (v) To the knowledge of the Company, payments for hydrocarbons sold pursuant to each hydrocarbon sales agreement have been made (subject to adjustment in connection accordance with such hydrocarbon sales agreements) in accordance with prices or price-setting mechanisms set forth in such hydrocarbon sales agreements. (vi) No purchaser under any hydrocarbon sales agreements has notified the foregoing Company (or, to the knowledge of the Company, the operator of any Oil and except as Gas Properties) of its intent to cancel, terminate, or renegotiate any hydrocarbon Sales Agreement or has otherwise failed or refused to take and pay for hydrocarbons in each case could the quantities and at the price set out in any hydrocarbon sales agreement, whether such failure or refusal was pursuant to any force majeure, market out, or similar provisions contained in such hydrocarbon sales agreements or otherwise. (vii) Seller is not reasonably be expected obligated in any hydrocarbon sales agreements by virtue of any prepayment, “take-or-pay” or similar provision, a production payment, or any other arrangements to have a Material Adverse Effectdeliver hydrocarbons produced from an Oil and Gas Property at some future time without then and thereafter receiving full payment therefor. (viii) The Oil and Gas Sales Agreements are of the type generally found in the oil and gas industry, and do not, individually or in the aggregate, contain unusual or unduly burdensome provisions; (iix) There are no Oil and Gas Property of any Loan Party is subject Sales Agreements pertaining to having allowable production reduced below the full and regular allowable level (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time), (ii) none of the xxxxx comprising a part of any Loan Party’s Oil and Gas Properties that provide for a fixed price that cannot be cancelled at any time upon ninety (90) days (or Facilities unitized therewithless) is deviated from prior notice; (x) The Assets are not subject to any hydrocarbon sales agreements or gathering or transportation contracts which include provisions for hedging, price risk management or other similar financial arrangements or transactions which will affect or burden the vertical more than the maximum permitted by Governmental Requirements, and such xxxxx are, in fact, bottomed under and are producing from, and the well bores are wholly within, or otherwise are legally located within, such Loan Party’s Oil and Gas Properties (or in from and after the case of xxxxx located on Facilities unitized therewith, such unitized Facilities), (iii) as of the Closing Date, no Loan Party had any plug and abandonment liabilities associated with its or another Person’s Oil and Gas Properties, including, without limitation, the bonding or collateralization obligations of such Loan Party associated therewith with the obligations and (iv) as of the Closing Date, no amounts are owing under any joint operating agreement or similar arrangement with respect to the Loan Parties’ Oil and Gas Properties, in each case except as set forth on Schedule 4.12.Closing; and

Oil and Gas Properties. Except To Borrower’s knowledge, except as set forth on Schedule 4.12, each Loan Party’s Oil and Gas Properties (if any) (and Facilities unitized therewith) have been maintained, operated and developed in a good and workmanlike manner and in conformity with all Governmental Requirements and in conformity with the provisions of all leases, subleases or other contracts comprising a part of such Loan Party’s Hydrocarbon Interests and other contracts and agreements forming a part of such Loan Party’s Oil and Gas Properties, in each case, in all material respects. Specifically in connection with the foregoing and except as in each case could not reasonably be expected to have a Material Adverse Effect, (i) no Oil and Gas Property of any Loan Party is subject to having allowable production reduced below the full and regular allowable level (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time), (ii) none of the xxxxx comprising a part of any Loan Party’s Oil and Gas Properties (or Facilities unitized therewith) is deviated from the vertical more than the maximum permitted by Governmental Requirements, and such xxxxx are, in fact, bottomed under and are producing from, and the well bores are wholly within, or otherwise are legally located within, such Loan Party’s Oil and Gas Properties (or in the case of xxxxx located on Facilities unitized therewith, such unitized Facilities), (iii) as of the Closing Date, no Loan Party had any plug and abandonment liabilities associated with its or another Person’s Oil and Gas Properties, including, without limitation, the bonding or collateralization obligations of such Loan Party associated therewith with the obligations and (iv) as of the Closing Date, no amounts are owing under any joint operating agreement or similar arrangement with respect to the Loan Parties’ Oil and Gas Properties, in each case except as set forth on Schedule 4.12.

Oil and Gas Properties. (a) Except as set forth on Schedule 4.124.16(a): (i) the officers of Seller listed on Schedule A(2) have not received written, each Loan Party’s or, to the Knowledge of Seller, oral notice or claim from any Governmental Authority or third party, which remains unresolved as of the date of this Agreement, that any of the Xxxxx are being overproduced and there are no well bore imbalances such that any Well is subject or liable to being shut-in or to any overproduction penalty; (ii) the officers of Seller set forth on Schedule A(2) have not received any written, or, to the Knowledge of Seller, oral notice or claim that there has been any change proposed in the production allowables for any Xxxxx; (iii) the Transferred Companies have not incurred, made or entered into any commitments to incur, capital expenditures outside of the capital expenditures budget for fiscal year 2007, a copy of which has been provided to CEPCB, except for such capital expenditures associated with work anticipated to be undertaken during the first three months of fiscal year 2008 in the Ordinary Course of Business; (iv) since April 30, 2007, none of the Transferred Companies has abandoned, or is in the process of abandoning, any Xxxxx (or removed, or is in the process of removing, any material items of equipment, except those replaced by items of substantially equivalent suitability and value) on the Oil and Gas Properties (if any) (and Facilities unitized therewith) have been maintained, operated and developed except in a good and workmanlike manner and in conformity with all Governmental Requirements and in conformity with the provisions Ordinary Course of all leases, subleases or other contracts comprising a part of such Loan Party’s Hydrocarbon Interests and other contracts and agreements forming a part of such Loan Party’s Oil and Gas Properties, in each case, in all material respects. Specifically in connection with the foregoing and except as in each case could not reasonably be expected to have a Material Adverse Effect, (i) no Oil and Gas Property of any Loan Party is subject to having allowable production reduced below the full and regular allowable level (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time), (ii) none of the xxxxx comprising a part of any Loan Party’s Oil and Gas Properties (or Facilities unitized therewith) is deviated from the vertical more than the maximum permitted by Governmental RequirementsBusiness, and such xxxxx are, in fact, bottomed under and are producing from, and the well bores are wholly within, or otherwise are legally located within, such Loan Party’s Oil and Gas Properties (or in the case of xxxxx located on Facilities unitized therewith, such unitized Facilities), (iii) as of the Closing Date, no Loan Party had any plug and abandonment liabilities associated with its or another Person’s Oil and Gas Properties, including, without limitation, the bonding or collateralization obligations of such Loan Party associated therewith with the obligations and (iv) as of the Closing Date, no amounts are owing under any joint operating agreement or similar arrangement with respect to the Loan Parties’ Oil and Gas Properties, in each case except as set forth on Schedule 4.124.16(g), the status of any Well does not require, under applicable Law, that the Transferred Companies commence any plugging and abandonment operations thereon within twelve (12) months following the Closing Date; (v) there are no outstanding proposals (whether made by any Transferred Company, or any other party) to drill additional Xxxxx, or to deepen, plug back, or rework existing Xxxxx, or to conduct other operations for which consent is required under the applicable operating agreement, or to conduct any other operations, or to abandon any Xxxxx, on the Oil and Gas Properties which in the aggregate, if authorized, would require the expenditure of more than $2,000,000 net or $250,000 per proposal to the applicable Transferred Companies’ Working Interest, except for such proposals associated with work anticipated to be undertaken during the remainder of fiscal year 2007 and the first three months of fiscal year 2008 in the Ordinary Course of Business and the Transferred Companies have no leases that will terminate prior to June 30, 2008, for failure to establish production; (vi) Schedule 4.16(a) sets forth, by Well, the amount of money held in suspense by Transferred Companies out of the collected proceeds from the sale of Hydrocarbons; and (vii) the officers of Seller listed on Schedule A(2) have not received written, or to the Knowledge of Seller, oral claims that are outstanding by owners of royalty, overriding royalty, compensatory royalty or other payments due from or in respect of production from the Oil and Gas Properties that such payments have not been properly and correctly paid or provided for in all material respects. (b) Schedule 4.16(b) sets forth all Imbalances as of April 30, 2007, with respect to the Oil and Gas Properties and/or the Midstream Assets. Except as set forth on Schedule 4.16(b), none of the Transferred Companies has received, or is obligated to receive, prepayments (including payments for gas not taken pursuant to “take-or-pay” arrangements) for any of the Transferred Companies’ share of the Hydrocarbons produced from the Oil and Gas Properties, as a result of which the obligation exists to deliver Hydrocarbons produced from the Oil and Gas Properties after April 30, 2007, without then or thereafter receiving payment therefor. (c) Except as set forth on Schedule 4.16(c), there exist no agreements or arrangements for the sale of production from the Oil and Gas Properties (including calls on, or other rights to purchase, production, whether or not the same are currently being exercised) other than agreements or arrangements which are cancelable on 60 days notice or less without penalty or detriment. (d) Except as set forth on Schedule 4.16(d), all expenses (including all bills for labor, materials and supplies used or furnished for use in connection with the Oil and Gas Properties) relating to the ownership or operation of the Oil and Gas Properties, have been, and are being, paid (timely, and before the same become delinquent) by the Transferred Companies, except such expenses as are disputed in good faith by the Transferred Companies and for which an adequate accounting reserve has been established by the Transferred Companies. (e) Each of the Transferred Companies has Good Title to the Oil and Gas Fixtures, Facilities and Equipment and all Oil and Gas Fixtures, Facilities, and Equipment that are reasonably necessary to conduct normal operations of the Oil and Gas Assets are in an operable state of repair (subject to normal wear and tear) adequate to maintain normal operation in a manner consistent with each Transferred Company’s past practices. Each of the Transferred Companies has Good Leasehold Title to the Oil and Gas Equipment Leases. Schedule 4.16(e) contains a list of all Oil and Gas Fixtures, Facilities and Equipment owned or leased by the Transferred Companies with an individual book value of over $100,000 that is used in the oil and gas operations and Schedule 4.16(e) also contains a true and complete list of all current leases related to such leased Oil and Gas Fixtures, Facilities and Equipment (including the dates and names of the parties to such leases). Seller previously provided to CEPCB a schedule of fixed assets of the Transferred Companies and a schedule of parts inventory of the Transferred Companies.