Oil and Gas Properties. Within (i) thirty (30) days following the date hereof, the Company shall (i) cause to be filed of record, in the applicable real property records of each jurisdiction in which the Oil and Gas Properties are located, a fee or leasehold mortgage, deed of trust or deed to secure debt, in form and substance reasonably satisfactory to the Collateral Agent, in favor of the Collateral Agent for the benefit of the Buyers, securing the Notes and covering all of the Oil and Gas Properties (each, a "Mortgage"); and (ii) sixty (60) days following the date hereof, the Company shall furnish title opinions, dated and reflecting the state of title as of a date no earlier than the date of filing of the applicable Mortgages in form and substance and issued by counsel reasonably satisfactory to the Collateral Agent, confirming to Collateral Agent's reasonable satisfaction that (a) the Company has good and defensible title to the quantity of interest represented herein in and to all of the Oil and Gas Properties, and (b) all of such Company's interest in all of the Oil and Gas Properties is subject to a valid, perfected and enforceable Mortgage lien in favor of the Collateral Agent subject only to Permitted Liens; (iii) upon request the Company will provide to the Collateral Agent copies from its files of all contracts and documents affecting the Oil and Gas Properties, and at the Collateral Agent's option, upon reasonable notice and during normal business hours, the Company shall make its files and personnel available in the Company's offices and otherwise cooperate with the Collateral Agent in the title verification and due diligence program to be conducted by the Collateral Agent, which shall be at the Company's expense, to confirm the ownership and value of the Oil and Gas Properties. The title opinions provided by the Company may be based on such records and prior title certificates, abstracts, runsheets, title policy plant records and opinions as are customarily relied upon by providers of mortgage financing to purchasers of properties similar to the Oil and Gas Properties. Without limiting the generality of the foregoing, subject to the approval of local Texas counsel appointed by the Collateral Agent, which approval shall not be unreasonably withheld and shall be consistent with what is customarily relied upon by providers of mortgage financing to purchasers of properties similar to the Oil and Gas Properties, with respect to the properties being acquired by the Company that are now owned by the P.D.C. Ball Limited Partnership in Xxxxxxxx, Xxxxxxxxx and Xxxxx Counties of Texas, the title opinion of Xxxxxxx Xxxxx, Esq. Of Palestine, Texas dated May 26, 2006 as updated as of June 23, 2006 and June 20, 2006, when further updated through the date of recordation of the applicable Mortgages on such properties shall satisfy the requirements of this subsection, and with respect to those Oil and Gas Properties now owned by the Company an update through the date of the recordation of the applicable Mortgages of the title opinions previously obtained by the Company with respect to such properties, shall satisfy the requirements of this subsection. As used here, "Oil and Gas Properties" means Hydrocarbon Interests; the personal property and/or real property now or hereafter pooled or unitized with Hydrocarbon Interests; all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all units created under orders, regulations and rules of any Governmental Authority having jurisdiction) which may affect all or any portion of the Hydrocarbon Interests; all pipelines, gathering lines, compression facilities, tanks and processing plants; all oil xxxxx, gas xxxxx, water xxxxx, injection xxxxx, platforms, spars or other offshore facilities, casings, rods, tubing, pumping units and engines, Christmas trees, derricks, separators, gun barrels, flow lines, gas systems (for gathering, treating and compression), and water systems (for treating, disposal and injection); all interests held in royalty trusts whether presently existing
Appears in 2 contracts
Samples: Securities Purchase Agreement (Wentworth Energy, Inc.), Securities Purchase Agreement (Wentworth Energy, Inc.)
Oil and Gas Properties. Within (i) thirty (30) days following the date hereof, the Company shall (i) cause to be filed of record, in the applicable real property records of each jurisdiction in which the Oil and Gas Properties are located, a fee or leasehold mortgage, deed of trust or deed to secure debt, in form and substance reasonably satisfactory to the Collateral Agent, in favor of the Collateral Agent for the benefit of the Buyers, securing the Notes and covering all of the Oil and Gas Properties (each, a "Mortgage"); and (ii) sixty (60) days following the date hereof, the Company shall furnish title opinions, dated and reflecting the state of title as of a date no earlier than the date of filing of the applicable Mortgages in form and substance and issued by counsel reasonably satisfactory to the Collateral Agent, confirming to Collateral Agent's reasonable satisfaction that (a) the Company Each of Future and its Subsidiaries has good and defensible title to the quantity of interest represented herein in and to all of its material oil and gas properties and assets, free and clear of all liens other than as disclosed in the Oil Future Disclosure Schedule; provided, that no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. All proceeds from the sale of each Future's and Gas Properties, its Subsidiaries' share of the hydrocarbons being produced from its oil and gas properties are currently being paid in full to the Future or its Subsidiaries by the purchasers thereof on a timely basis and none of such proceeds are currently being held in suspense by such purchaser or any other party.
(b) all Future has delivered to Bargo a copy of such the rxxxxxe report (in this Section, the "Reserve Report") dated as of August 1, 1998, prepared by T.J. Smith & Company, Xxx, xxxxpendent reserve engineers (in this Section, the "Reserve Engineers"), relating to the oil and gas reserves of Future and its Subsidiaries. The factual information underlying the estimates of the reserves of Future and its subsidiaries, which was supplied by Future to the Reserve Engineers for the purpose of preparing the Reserve Report, including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue information relating to Future's interest and its Subsidiaries' ownership interests in properties, was true and correct in all of the Oil and Gas Properties is subject to a valid, perfected and enforceable Mortgage lien in favor of the Collateral Agent subject only to Permitted Liens; (iii) upon request the Company will provide to the Collateral Agent copies from its files of all contracts and documents affecting the Oil and Gas Properties, and at the Collateral Agent's option, upon reasonable notice and during normal business hours, the Company shall make its files and personnel available in the Company's offices and otherwise cooperate with the Collateral Agent in the title verification and due diligence program to be conducted by the Collateral Agent, which shall be at the Company's expense, to confirm the ownership and value of the Oil and Gas Properties. The title opinions provided by the Company may be based material respects on such records and prior title certificates, abstracts, runsheets, title policy plant records and opinions as are customarily relied upon by providers of mortgage financing to purchasers of properties similar to the Oil and Gas Properties. Without limiting the generality of the foregoing, subject to the approval of local Texas counsel appointed by the Collateral Agent, which approval shall not be unreasonably withheld and shall be consistent with what is customarily relied upon by providers of mortgage financing to purchasers of properties similar to the Oil and Gas Properties, with respect to the properties being acquired by the Company that are now owned by the P.D.C. Ball Limited Partnership in Xxxxxxxx, Xxxxxxxxx and Xxxxx Counties of Texas, the title opinion of Xxxxxxx Xxxxx, Esq. Of Palestine, Texas dated May 26, 2006 as updated as of June 23, 2006 and June 20, 2006, when further updated through the date of recordation such Reserve Report; the estimates of future capital expenditures and other future exploration and development costs supplied to the applicable Mortgages on such properties shall satisfy the requirements of this subsection, Reserve Engineers were prepared in good faith and with respect a reasonable basis; the information provided to those Oil and Gas Properties now owned by the Company an update through Reserve Engineers for purposes of preparing the Reserve Report was prepared in accordance with customary industry practices; the Reserve Engineers were, as of the date of the recordation Reserve Report prepared by it, and are, as of the applicable Mortgages of the title opinions previously obtained by the Company date hereof, independent petroleum engineers with respect to Future and its Subsidiaries; other than normal production of the reserves and intervening oil and gas price fluctuations, Future is not as of the date hereof and as of the date of Closing will not be, aware of any facts or circumstances that would result in a materially adverse change in the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as described in the Reserve Report; estimates of such properties, shall satisfy reserves and the present value of the future net cash flows therefrom in the Reserve Report comply in all material respects to the applicable requirements of this subsection. As used here, "Oil Regulation S-X and Gas Properties" means Hydrocarbon Interests; Industry Guide 2 under the personal property and/or real property now or hereafter pooled or unitized with Hydrocarbon Interests; all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all units created under orders, regulations and rules of any Governmental Authority having jurisdiction) which may affect all or any portion of the Hydrocarbon Interests; all pipelines, gathering lines, compression facilities, tanks and processing plants; all oil xxxxx, gas xxxxx, water xxxxx, injection xxxxx, platforms, spars or other offshore facilities, casings, rods, tubing, pumping units and engines, Christmas trees, derricks, separators, gun barrels, flow lines, gas systems (for gathering, treating and compression), and water systems (for treating, disposal and injection); all interests held in royalty trusts whether presently existingSecurities Act.
Appears in 1 contract
Oil and Gas Properties. Within (i) thirty (30) days following the date hereof, the Company shall (i) cause to be filed of record, in the applicable real property records of each jurisdiction in which the Oil and Gas Properties are located, a fee or leasehold mortgage, deed of trust or deed to secure debt, in form and substance reasonably satisfactory to the Collateral Agent, in favor of the Collateral Agent for the benefit of the Buyers, securing the Notes and covering all of the Oil and Gas Properties (each, a "Mortgage"); and (ii) sixty (60) days following the date hereof, the Company shall furnish title opinions, dated and reflecting the state of title as of a date no earlier than the date of filing of the applicable Mortgages in form and substance and issued by counsel reasonably satisfactory to the Collateral Agent, confirming to Collateral Agent's reasonable satisfaction that (a) Except as set forth on Company Schedule 4.15(a):
(1) neither the Company nor any of its Subsidiaries has good and defensible title to the quantity of interest represented herein in and to all of the Oil and Gas Properties, and (b) all of such Company's interest in all of the Oil and Gas Properties received any payment for Hydrocarbons that is subject to a valid, perfected and enforceable Mortgage lien in favor refund or recoupment out of the Collateral Agent subject only to Permitted Liens; future production;
(iii2) upon request neither the Company will provide nor any of its Subsidiaries has received written notice regarding any change proposed in the production allowables for any Wxxxx;
(3) neither the Company nor any of its Subsidiaries is in default under any Lease, except for any defaults that, individually or in the aggregate, have not had, and would not reasonably be likely to have, a Material Adverse Change on the Seller or the Company;
(4) there is no material Imbalance associated with the Company and its Subsidiaries or their interests in the Properties;
(5) proceeds from the sale of Hydrocarbons produced from and attributable to the Collateral Agent copies from its files of all contracts and documents affecting the Oil and Gas Properties, and at the Collateral Agent's option, upon reasonable notice and during normal business hours, the Company shall make its files and personnel available in the Company's offices and otherwise cooperate with the Collateral Agent in the title verification and due diligence program to be conducted by the Collateral Agent, which shall be at the Company's expense, to confirm the ownership and value of the Oil and Gas Properties. The title opinions provided Properties are being received by the Company may be based on such records or its Subsidiaries in a timely manner and prior title certificatesare not being held in suspense for any reason (except for amounts, abstractsindividually or in the aggregate, runsheets, title policy plant records of less than $100,000 and opinions as are customarily relied upon by providers held in suspense in the Ordinary Course of mortgage financing to purchasers of properties similar Business); and
(6) to the Oil and Gas Properties. Without limiting the generality Knowledge of the foregoingSeller Parties and the Company, subject to the approval all royalties, overriding royalties, compensatory royalties and other payments due from or in respect of local Texas counsel appointed by the Collateral Agent, which approval shall not be unreasonably withheld and shall be consistent with what is customarily relied upon by providers of mortgage financing to purchasers of properties similar to the Oil and Gas Properties, production with respect to the properties being acquired Properties have been properly and correctly paid or provided for in all material respects, except for those for which the Company or any of its Subsidiaries has a right to suspend.
(b) Except as set forth on Company Schedule 4.15(b), the Company and its Subsidiaries have Defensible Title to each of the Properties.
(c) Except as set forth on Company Schedule 4.15(c), the Company or its Subsidiaries has paid all material expenses that are due and owing relating to the ownership or operation of the Properties in the Ordinary Course of Business, except such expenses and Taxes as are disputed in good faith by the Company that or its Subsidiaries and for which a reserve has been established to the extent required by GAAP.
(d) Except as set forth on Company Schedule 4.15(d) and subject to normal wear and tear and to scheduled or necessary repairs in the Ordinary Course of Business, all material Fixtures, Facilities and Equipment are now owned by in serviceable condition except where the P.D.C. Ball Limited Partnership failure to be in Xxxxxxxxsuch condition, Xxxxxxxxx and Xxxxx Counties of Texasindividually or in the aggregate, would not reasonably be likely to have a Material Adverse Change on the title opinion of Xxxxxxx XxxxxSeller or the Company.
(e) Except as set forth on Company Schedule 4.15(e), Esq. Of Palestine, Texas dated May 26, 2006 as updated as of June 23, 2006 and June 20, 2006, when further updated through to the date of recordation Knowledge of the applicable Mortgages Seller Parties and the Company, there are no Wxxxx located on such properties shall satisfy the requirements of this subsection, and with respect to those Oil and Gas Properties now owned by Leases that: (i) the Company an update through the date or any of the recordation of the its Subsidiaries is currently obligated by applicable Mortgages of the title opinions previously obtained Law or Contract to plug and abandon; or (ii) are subject to exceptions to a requirement to plug and abandon issued by the Company with respect to such properties, shall satisfy the requirements of this subsection. As used here, "Oil and Gas Properties" means Hydrocarbon Interests; the personal property and/or real property now or hereafter pooled or unitized with Hydrocarbon Interests; all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all units created under orders, regulations and rules of any Governmental Authority having jurisdiction) which may affect all or any portion of jurisdiction over the Hydrocarbon Interests; all pipelines, gathering lines, compression facilities, tanks and processing plants; all oil xxxxx, gas xxxxx, water xxxxx, injection xxxxx, platforms, spars or other offshore facilities, casings, rods, tubing, pumping units and engines, Christmas trees, derricks, separators, gun barrels, flow lines, gas systems (for gathering, treating and compression), and water systems (for treating, disposal and injection); all interests held in royalty trusts whether presently existingProperties.
Appears in 1 contract
Samples: Purchase and Sale Agreement (American Real Estate Partners L P)
Oil and Gas Properties. Within (i) thirty Except for (30A) days following property sold or otherwise disposed of in the date hereofordinary course of business since the dates of the reserve reports prepared by Netherland, Xxxxxx & Associates, Inc. (“Company Reserve Engineer”) relating to the Company Entity interests referred to therein as of December 31, 2016 (the “Company Reserve Reports”), (B) property reflected in the Company Reserve Reports as having been sold or otherwise disposed of, as of the Execution Date or (C) matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company shall (i) cause Entities have good and defensible title to be filed of record, in the applicable real property records of each jurisdiction in which the all Oil and Gas Properties are locatedforming the basis for the reserves reflected in the Company Reserve Reports and in each case as attributable to interests owned by the Company Entities, a fee or leasehold mortgagefree and clear of any Encumbrances, deed of trust or deed to secure debt, in form and substance reasonably satisfactory to the Collateral Agent, in favor except for Permitted Encumbrances. For purposes of the Collateral Agent for foregoing sentence, “good and defensible title” means the benefit collective title of Company Entities (as of the Buyers, securing date hereof and as of the Notes and covering all Closing) to each of the Oil and Gas Properties held or owned by them (eachor purported to be held or owned by them), a "Mortgage"beneficially or of record with any applicable Governmental Entity that (1) collectively entitles Company Entities to receive (after satisfaction of all Production Burdens applicable thereto); and (ii) sixty (60) days following , not less than the date hereof, net revenue interest share shown in the Company shall furnish title opinionsReserve Report of all Hydrocarbons produced from such Oil and Gas Properties throughout the life of such Oil and Gas Properties (other than decreases in connection with operations in which Company Entities may be a non-consenting co-owner, dated decreases resulting from reversion of interests to co-owners with respect to operations in which such co-owners elected not to consent, decreases resulting from the establishment of pools or units, and reflecting the state of title as of decreases required to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries), (2) obligates Company Entities to collectively bear a date no earlier than the date of filing percentage of the applicable Mortgages in form costs and substance expenses for the maintenance and issued by counsel reasonably satisfactory to the Collateral Agentdevelopment of, confirming to Collateral Agent's reasonable satisfaction that (a) the Company has good and defensible title to the quantity of interest represented herein in and to all of the operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Company Reserve Report for such Oil and Gas Properties (other than increases resulting from contribution requirements with respect to defaulting or non-consenting co-owners under applicable operating agreements or Laws and increases that are accompanied by at least a proportionate increase in the net revenue interest of Company Entities) and (b3) is free and clear of all Encumbrances (other than Permitted Encumbrances).
(ii) The factual, non-interpretive data supplied by or on behalf of the Company Entities to the Company Reserve Engineer relating to the Company Entities’ interests referred to in the Company Reserve Reports and that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of the Company Entities in connection with the preparation of the Company Reserve Reports was, as of the time provided (or as modified or amended prior to the issuance of the Company Reserve Reports), accurate in all material respects. To the Company’s Knowledge, any assumptions or estimates provided by the Company Entities to the Company Reserve Engineer in connection with their preparation of the Company Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were to known to the Company at the time such assumptions or estimates were made. The estimates of proved oil and gas reserves provided by the Company Entities to the Company Reserve Engineer in connection with the preparation of the Company Reserve Reports complied in all material respects with Rule 4-10 of Regulation S-X promulgated by the SEC. The Company’s internal proved reserve estimates prepared by management for the year ended December 31, 2016 were not, taken as a whole, materially lower than the conclusions in such Company Reserve Reports. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no material change in respect of the matters addressed in the Company Reserve Reports that would have, individually or in the aggregate, a Company Material Adverse Effect.
(iii) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (A) all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of the Company Entities are being received by them in a timely manner; and (B) as of December 31, 2016, no proceeds from the sale of Hydrocarbons produced from any such Oil and Gas Properties (to the extent operated by the Company or any Company Entity) are being held in suspense (by the Company's interest , any Company Entity, any third-party operator thereof or any other Person or individual) for any reason other than awaiting preparation and approval of division order title opinions for recently drilled xxxxx. Section 4.9(b)(iii) of the Company Disclosure Letter sets forth all the Oil and Gas Leases included in any Company Entity’s Oil and Gas Properties that are scheduled to expire (in whole or in part) at any time in the twelve (12)-month period immediately following the Execution Date.
(iv) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by any Company Entity have been timely and properly paid. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Company Entity (and, to the Company’s Knowledge, no third party operator) has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by any Company Entity and no Company Entity (or, to the Company’s Knowledge, any third party operator) has received written notice from any other party to any such Oil and Gas Lease (1) that any Company Entity (or such third party operator, as the case may be) has breached, violated or defaulted under any such Oil and Gas Lease or (2) threatening to terminate, cancel, rescind or procure judicial reformation of any such Oil and Gas Lease.
(v) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all Oil and Gas Properties operated by any Company Entity (and, to the Knowledge of the Company, all Oil and Gas Properties owned or held by any Company Entity and operated by a third party) have been operated in accordance with reasonable, prudent oil and gas field practices.
(vi) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the Oil and Gas Properties of the Company Entities is subject to any preferential, purchase, preemptive, consent or similar right which would become operative as a valid, perfected and enforceable Mortgage lien in favor result of the Collateral Agent subject only entry into (or the consummation of) the Transactions.
(vii) Except as would not reasonably be expected to Permitted Liens; (iii) upon request have, individually or in the aggregate, a Company will provide to the Collateral Agent copies from its files of all contracts and documents affecting Material Adverse Effect, there is no well included in the Oil and Gas Properties, and at the Collateral Agent's option, upon reasonable notice and during normal business hours, Properties of the Company shall make its files Entities that has been drilled and personnel available completed in a manner that is not within the Company's offices limits permitted by all applicable Laws, Oil and otherwise cooperate with the Collateral Agent in the title verification and due diligence program to be conducted by the Collateral Agent, which shall be at the Company's expense, to confirm the ownership and value of Gas Leases or other instruments governing the Oil and Gas Properties. The title opinions provided by Except as would not reasonably be expected to have, individually or in the aggregate, a Company may be based on such records and prior title certificatesMaterial Adverse Effect, abstracts, runsheets, title policy plant records and opinions as are customarily relied upon by providers no Company Entity has elected not to participate in any operation or activity proposed with respect to any of mortgage financing to purchasers of properties similar to the Oil and Gas Properties. Without limiting Properties owned or held by it (or them, as applicable) that could result in a penalty or forfeiture as a result of such election not to participate in such operation or activity that would be material to the generality Company Entities, taken as a whole and is not reflected in the Company Reserve Reports.
(viii) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and to the Knowledge of the foregoingCompany as of the Execution Date, subject Section 4.9(b)(viii) of the Company Disclosure Letter lists, as of December 31, 2016, all transportation, plant, production and other imbalances and overlifts with respect to Hydrocarbon production from the Company Entities’ Oil and Gas Properties.
(ix) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to the approval of local Texas counsel appointed by the Collateral Agent, which approval shall not be unreasonably withheld and shall be consistent with what is customarily relied upon by providers of mortgage financing to purchasers of properties similar to the Company Entities’ Oil and Gas Properties, all currently producing xxxxx and all tangible equipment included therein, used in connection with the operation thereof or otherwise primarily associated therewith (including all buildings, plants, structures, platforms, pipelines, machinery, vehicles and other rolling stock) are in a good state of repair and are adequate and sufficient to maintain normal operations in accordance with past practices (ordinary wear and tear excepted).
(x) As of the date of this Agreement, there are no authorizations for expenditure or other commitments to make capital expenditures (or series of related authorizations for expenditure or commitments) binding on any Company Entity with respect to the properties being acquired by the Company that are now owned by the P.D.C. Ball Limited Partnership in Xxxxxxxx, Xxxxxxxxx and Xxxxx Counties of Texas, the title opinion of Xxxxxxx Xxxxx, Esq. Of Palestine, Texas dated May 26, 2006 as updated as of June 23, 2006 and June 20, 2006, when further updated through the date of recordation of the applicable Mortgages on such properties shall satisfy the requirements of this subsection, and with respect to those its or their respective Oil and Gas Properties now owned by that Company reasonably anticipates will individually require expenditures after the Effective Time of greater than $5,000,000.
(xi) Except as would not reasonably be expected to have, individually or in the aggregate, a Company an update through the date of the recordation of the applicable Mortgages of the title opinions previously obtained by the Company Material Adverse Effect, there are no Oil and Gas Properties (i) with respect to such properties, shall satisfy the requirements of this subsection. As used here, "Oil and Gas Properties" means Hydrocarbon Interests; the personal property and/or real property now or hereafter pooled or unitized with Hydrocarbon Interests; all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all units created under orders, regulations and rules of which any Company Entity has received an order from any Governmental Authority having jurisdictionEntity requiring that such well be plugged and abandoned that has not been plugged and abandoned, (ii) that, to the Knowledge of Company, formerly produced but that are currently shut in or temporarily abandoned or were dry holes and have not been plugged in accordance with applicable Laws, (iii) that, to the Knowledge of Company, have been or are required to be plugged and abandoned but have not been plugged in accordance with applicable Laws or (iv) to the Knowledge of Company, with respect to which may affect all or any portion of the Hydrocarbon Interests; all pipelines, gathering lines, compression facilities, tanks Company Entity has any decommissioning obligations that are required to have been performed and processing plants; all oil xxxxx, gas xxxxx, water xxxxx, injection xxxxx, platforms, spars or other offshore facilities, casings, rods, tubing, pumping units and engines, Christmas trees, derricks, separators, gun barrels, flow lines, gas systems (for gathering, treating and compression), and water systems (for treating, disposal and injection); all interests held which have not been performed in royalty trusts whether presently existingaccordance with applicable Laws.
Appears in 1 contract
Samples: Merger Agreement (Bill Barrett Corp)
Oil and Gas Properties. Within (a) Except as set forth in Section 4.14(a) of the Company Disclosure Schedule (i) thirty (30) days following the date hereof, neither the Company shall (i) cause nor the Subsidiary has incurred or made or entered into any commitments to be filed of record, incur expenditures in connection with the applicable real property records of each jurisdiction in which the Oil and Gas Properties are located, a fee ownership or leasehold mortgage, deed of trust or deed to secure debt, in form and substance reasonably satisfactory to the Collateral Agent, in favor of the Collateral Agent for the benefit of the Buyers, securing the Notes and covering all operation of the Oil and Gas Properties after September 30, 2005, other than routine expenses incurred in the normal and ordinary operation of the Oil and Gas Properties in accordance with generally accepted practices in the oil and gas industry; (eachii) neither the Company nor the Subsidiary has abandoned any xxxxx (or removed any material items of equipment, a "Mortgage")except those replaced by items of substantially equivalent suitability and value) on the Oil and Gas Properties since September 30, 2005; and (iii) no proposals in excess of $50,000 per proposal are currently outstanding (whether made by the Company, the Subsidiary or by 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.
(b) Except as disclosed in Section 4.14(b) of the Company Disclosure Schedule, no Oil and Property is subject to (or has related to it) (i) any area of mutual interest agreement or (ii) sixty any tax partnership.
(60c) days following Section 4.14(c) of the Company Disclosure Schedule sets forth all production, processing and transportation imbalances as of the date hereof, set forth on said schedule with respect to the Oil and Gas Properties. Except as set forth in Section 4.14(c) of the Company shall furnish title opinionsDisclosure Schedule, dated and reflecting neither the state of title as of a date no earlier than Company nor the date of filing Subsidiary has received prepayments (including payments for gas not taken pursuant to "take-or-pay" arrangements) for any of the applicable Mortgages in form Company's or the Subsidiary's share of the Hydrocarbons produced from the Oil and substance Gas Properties, as a result of which the obligation exists to deliver Hydrocarbons produced from the Oil and issued by counsel reasonably satisfactory Gas Properties after the Closing Date without then or thereafter receiving payment therefor.
(d) 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 Collateral Agent, confirming to Collateral Agent's reasonable satisfaction that same are currently being exercised) other than (a) production sales contracts disclosed in Section 4.14(d) of the Company has good Disclosure Schedule or (b) agreements or arrangements which are cancelable on 90 days notice or less without penalty or detriment.
(e) Except as set forth in Section 4.14(e) of the Company Disclosure Schedule, all expenses (including all bills for labor, materials and defensible title supplies used or furnished for use in connection with the Oil and Gas Properties, and all severance, production, ad valorem, windfall profit and other similar Taxes) relating to the quantity of interest represented herein in and to all ownership or operation of the Oil and Gas Properties, have been, and are being, paid (btimely, and before the same become delinquent) all by the Company or the Subsidiary, as applicable, except such expenses and Taxes as are disputed in good faith by the Company or the Subsidiary and for which an adequate accounting reserve has been established by the Company and except for such expense, the non-payment of such Company's interest which, either individually or in all of the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
(f) All Fixtures, Facilities and Equipment that are reasonably necessary to conduct normal operations on the Oil and Gas Properties is subject are in an operable state of repair adequate to maintain normal operations in a valid, perfected and enforceable Mortgage lien in favor of the Collateral Agent subject only to Permitted Liens; (iii) upon request the Company will provide to the Collateral Agent copies from its files of all contracts and documents affecting the Oil and Gas Properties, and at the Collateral Agent's option, upon reasonable notice and during normal business hours, the Company shall make its files and personnel available in manner consistent with the Company's offices and otherwise cooperate with or the Collateral Agent in the title verification and due diligence program to be conducted by the Collateral Agent, which shall be at the CompanySubsidiary's expense, to confirm the ownership and value of the Oil and Gas Propertiespast practices. The title opinions provided by the Company may be based on such records and prior title certificates, abstracts, runsheets, title policy plant records and opinions as are customarily relied upon by providers of mortgage financing to purchasers of properties similar to the Oil and Gas Properties. Without limiting the generality of the foregoing, subject to the approval of local Texas counsel appointed by the Collateral Agent, which approval shall not be unreasonably withheld and shall be consistent with what is customarily relied upon by providers of mortgage financing to purchasers of properties similar to the Oil and Gas Properties, with respect to the properties being acquired by the Company that are now owned by the P.D.C. Ball Limited Partnership in Xxxxxxxx, Xxxxxxxxx and Xxxxx Counties of Texas, the title opinion of Xxxxxxx Xxxxx, Esq. Of Palestine, Texas dated May 26, 2006 as updated as of June 23, 2006 and June 20, 2006, when further updated through the date of recordation of the applicable Mortgages on such properties shall satisfy the requirements of this subsection, and with respect to those Oil and Gas Properties now owned by the Company an update through the date of the recordation of the applicable Mortgages of the title opinions previously obtained by the Company with respect to such properties, shall satisfy the requirements of this subsection. As used here, "Oil and Gas Properties" means Hydrocarbon Interests; the personal property and/or real property now or hereafter pooled or unitized with Hydrocarbon Interests; all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all units created under orders, regulations and rules of any Governmental Authority having jurisdiction) which may affect all or any portion of the Hydrocarbon Interests; all pipelines, gathering lines, compression facilities, tanks and processing plants; all oil xxxxx, gas xxxxx, water xxxxx, injection xxxxx, platforms, spars or other offshore facilities, casings, rods, tubing, pumping units and engines, Christmas trees, derricks, separators, gun barrels, flow lines, gas systems (for gathering, treating and compression), and water systems (for treating, disposal and injection); all interests held in royalty trusts whether presently existingSection
Appears in 1 contract
Oil and Gas Properties. Within (i) thirty (30) days following the date hereof, the Company shall (i) cause to be filed of record, in the applicable real property records of each jurisdiction in which the Oil and Gas Properties are located, a fee or leasehold mortgage, deed of trust or deed to secure debt, in form and substance reasonably satisfactory to the Collateral Agent, in favor of the Collateral Agent for the benefit of the Buyers, securing the Notes and covering all of the Oil and Gas Properties (each, a "Mortgage"); and (ii) sixty (60) days following the date hereof, the Company shall furnish title opinions, dated and reflecting the state of title as of a date no earlier than the date of filing of the applicable Mortgages in form and substance and issued by counsel reasonably satisfactory to the Collateral Agent, confirming to Collateral Agent's reasonable satisfaction that (a) the Company Each of Future and its Subsidiaries has good and defensible title to the quantity of interest represented herein in and to all of its material oil and gas properties and assets, free and clear of all liens other than as disclosed in the Oil Future Disclosure Schedule; provided, that no representation or warranty is made with respect to any oil, gas or mineral property or interest to which no proved oil or gas reserves are properly attributed. All proceeds from the sale of each Future's and Gas Properties, its Subsidiaries' share of the hydrocarbons being produced from its oil and gas properties are currently being paid in full to the Future or its Subsidiaries by the purchasers thereof on a timely basis and none of such proceeds are currently being held in suspense by such purchaser or any other party.
(b) all Future has delivered to Bargx x xopy of such Companythe reserve report (in this Section, the "RESERVE REPORT") dated as of August 1, 1998, prepared by T.J. Xxxxx & Xompany, Inc, independent reserve engineers (in this Section, the "RESERVE ENGINEERS"), relating to the oil and gas reserves of Future and its Subsidiaries. The factual information underlying the estimates of the reserves of Future and its subsidiaries, which was supplied by Future to the Reserve Engineers for the purpose of preparing the Reserve Report, including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue information relating to Future's interest and its Subsidiaries' ownership interests in properties, was true and correct in all of the Oil and Gas Properties is subject to a valid, perfected and enforceable Mortgage lien in favor of the Collateral Agent subject only to Permitted Liens; (iii) upon request the Company will provide to the Collateral Agent copies from its files of all contracts and documents affecting the Oil and Gas Properties, and at the Collateral Agent's option, upon reasonable notice and during normal business hours, the Company shall make its files and personnel available in the Company's offices and otherwise cooperate with the Collateral Agent in the title verification and due diligence program to be conducted by the Collateral Agent, which shall be at the Company's expense, to confirm the ownership and value of the Oil and Gas Properties. The title opinions provided by the Company may be based material respects on such records and prior title certificates, abstracts, runsheets, title policy plant records and opinions as are customarily relied upon by providers of mortgage financing to purchasers of properties similar to the Oil and Gas Properties. Without limiting the generality of the foregoing, subject to the approval of local Texas counsel appointed by the Collateral Agent, which approval shall not be unreasonably withheld and shall be consistent with what is customarily relied upon by providers of mortgage financing to purchasers of properties similar to the Oil and Gas Properties, with respect to the properties being acquired by the Company that are now owned by the P.D.C. Ball Limited Partnership in Xxxxxxxx, Xxxxxxxxx and Xxxxx Counties of Texas, the title opinion of Xxxxxxx Xxxxx, Esq. Of Palestine, Texas dated May 26, 2006 as updated as of June 23, 2006 and June 20, 2006, when further updated through the date of recordation such Reserve Report; the estimates of future capital expenditures and other future exploration and development costs supplied to the applicable Mortgages on such properties shall satisfy the requirements of this subsection, Reserve Engineers were prepared in good faith and with respect a reasonable basis; the information provided to those Oil and Gas Properties now owned by the Company an update through Reserve Engineers for purposes of preparing the Reserve Report was prepared in accordance with customary industry practices; the Reserve Engineers were, as of the date of the recordation Reserve Report prepared by it, and are, as of the applicable Mortgages of the title opinions previously obtained by the Company date hereof, independent petroleum engineers with respect to Future and its Subsidiaries; other than normal production of the reserves and intervening oil and gas price fluctuations, Future is not as of the date hereof and as of the date of Closing will not be, aware of any facts or circumstances that would result in a materially adverse change in the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as described in the Reserve Report; estimates of such properties, shall satisfy reserves and the present value of the future net cash flows therefrom in the Reserve Report comply in all material respects to the applicable requirements of this subsection. As used here, "Oil Regulation S-X and Gas Properties" means Hydrocarbon Interests; Industry Guide 2 under the personal property and/or real property now or hereafter pooled or unitized with Hydrocarbon Interests; all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all units created under orders, regulations and rules of any Governmental Authority having jurisdiction) which may affect all or any portion of the Hydrocarbon Interests; all pipelines, gathering lines, compression facilities, tanks and processing plants; all oil xxxxx, gas xxxxx, water xxxxx, injection xxxxx, platforms, spars or other offshore facilities, casings, rods, tubing, pumping units and engines, Christmas trees, derricks, separators, gun barrels, flow lines, gas systems (for gathering, treating and compression), and water systems (for treating, disposal and injection); all interests held in royalty trusts whether presently existingSecurities Act.
Appears in 1 contract
Samples: Merger Agreement (Encap Equity 1994 Limited Partnership)
Oil and Gas Properties. Within (i) thirty Except for (30A) days following property sold or otherwise disposed of in the date hereofordinary course of business since the dates of the reserve reports prepared by Netherland, Xxxxxx & Associates, Inc. (“Parent Reserve Engineer”) relating to the Parent Entity interests referred to therein as of December 31, 2016 (the “Parent Reserve Reports”), (B) property reflected in the Parent Reserve Reports as having been sold or otherwise disposed of, as of the Execution Date or (C) matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the Company shall (i) cause Parent Entities have good and defensible title to be filed of record, in the applicable real property records of each jurisdiction in which the all Oil and Gas Properties are locatedforming the basis for the reserves reflected in the Parent Reserve Reports and in each case as attributable to interests owned by the Parent Entities, a fee or leasehold mortgagefree and clear of any Encumbrances, deed of trust or deed to secure debt, in form and substance reasonably satisfactory to the Collateral Agent, in favor except for Permitted Encumbrances. For purposes of the Collateral Agent for foregoing sentence, “good and defensible title” means the benefit collective title of Parent Entities (as of the Buyers, securing date hereof and as of the Notes and covering all Closing) to each of the Oil and Gas Properties held or owned by them (eachor purported to be held or owned by them), a "Mortgage"beneficially or of record with any applicable Governmental Entity that (1) collectively entitles Parent Entities to receive (after satisfaction of all Production Burdens applicable thereto); and (ii) sixty (60) days following the date hereof, the Company shall furnish title opinions, dated and reflecting the state of title as of a date no earlier not less than the date net revenue interest share shown in the Parent Reserve Report of filing all Hydrocarbons produced from such Oil and Gas Properties throughout the life of such Oil and Gas Properties (other than decreases in connection with operations in which Parent Entities may be a non-consenting co-owner, decreases resulting from reversion of interests to co-owners with respect to operations in which such co-owners elected not to consent, decreases resulting from the establishment of pools or units, and decreases required to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries), (2) obligates Parent Entities to collectively bear a percentage of the applicable Mortgages in form costs and substance expenses for the maintenance and issued by counsel reasonably satisfactory to the Collateral Agentdevelopment of, confirming to Collateral Agent's reasonable satisfaction that (a) the Company has good and defensible title to the quantity of interest represented herein in and to all of the operations relating to, such Oil and Gas Properties, of not greater than the working interest shown on the Parent Reserve Report for such Oil and Gas Properties (other than increases resulting from contribution requirements with respect to defaulting or non-consenting co-owners under applicable operating agreements or Laws and increases that are accompanied by at least a proportionate increase in the net revenue interest of Parent Entities) and (b3) is free and clear of all Encumbrances (other than Permitted Encumbrances).
(ii) The factual, non-interpretive data supplied by or on behalf of the Parent Entities to the Parent Reserve Engineer relating to the Parent Entities’ interests referred to in the Parent Reserve Reports and that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of the Parent Entities in connection with the preparation of the Parent Reserve Reports was, as of the time provided (or as modified or amended prior to the issuance of the Parent Reserve Reports), accurate in all material respects. To Parent’s Knowledge, any assumptions or estimates provided by the Parent Entities to the Parent Reserve Engineer in connection with their preparation of the Parent Reserve Reports were made in good faith and on a reasonable basis based on the facts and circumstances in existence and that were to known to Parent at the time such assumptions or estimates were made. The estimates of proved oil and gas reserves provided by the Parent Entities to the Parent Reserve Engineer in connection with the preparation of the Parent Reserve Reports complied in all material respects with Rule 4-10 of Regulation S-X promulgated by the SEC. Parent’s internal proved reserve estimates prepared by management for the year ended December 31, 2016 were not, taken as a whole, materially lower than the conclusions in such Parent Reserve Reports. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no material change in respect of the matters addressed in the Parent Reserve Reports that would have, individually or in the aggregate, a Parent Material Adverse Effect.
(iii) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (A) all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Properties of the Parent Entities are being received by them in a timely manner; and (B) except as set forth on Section 3.9(b)(iii)(B) of the Parent Disclosure Letter, as of December 31, 2016, no proceeds from the sale of Hydrocarbons produced from any such Company's interest Oil and Gas Properties (to the extent operated by Parent or any Parent Entity) are being held in suspense (by Parent, any Parent Entity, any third-party operator thereof or any other Person or individual) for any reason other than awaiting preparation and approval of division order title opinions for recently drilled xxxxx. Section 3.9(b)(iii)(C) of the Parent Disclosure Letter sets forth all the Oil and Gas Leases included in any Parent Entity’s Oil and Gas Properties that are scheduled to expire (in whole or in part) at any time in the twelve (12)-month period immediately following the Execution Date.
(iv) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Oil and Gas Properties owned or held by any Parent Entity have been timely and properly paid. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, no Parent Entity (and, to Parent’s Knowledge, no third party operator) has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Oil and Gas Lease (or entitle the lessor thereunder to cancel or terminate such Oil and Gas Lease) included in the Oil and Gas Properties owned or held by any Parent Entity and no Parent Entity (or, to Parent’s Knowledge, any third party operator) has received written notice from any other party to any such Oil and Gas Lease (1) that any Parent Entity (or such third party operator, as the case may be) has breached, violated or defaulted under any such Oil and Gas Lease or (2) threatening to terminate, cancel, rescind or procure judicial reformation of any such Oil and Gas Lease.
(v) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all Oil and Gas Properties operated by any Parent Entity (and, to the Knowledge of Parent, all Oil and Gas Properties owned or held by any Parent Entity and operated by a third party) have been operated in accordance with reasonable, prudent oil and gas field practices.
(vi) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of the Oil and Gas Properties of the Parent Entities is subject to any preferential, purchase, preemptive, consent or similar right which would become operative as a valid, perfected and enforceable Mortgage lien in favor result of the Collateral Agent subject only entry into (or the consummation of) the Transactions.
(vii) Except as would not reasonably be expected to Permitted Liens; (iii) upon request have, individually or in the Company will provide to the Collateral Agent copies from its files of all contracts and documents affecting aggregate, a Parent Material Adverse Effect, there is no well included in the Oil and Gas PropertiesProperties of the Parent Entities that has been drilled and completed in a manner that is not within the limits permitted by all applicable Laws, Oil and at the Collateral Agent's option, upon reasonable notice and during normal business hours, the Company shall make its files and personnel available in the Company's offices and otherwise cooperate with the Collateral Agent in the title verification and due diligence program to be conducted by the Collateral Agent, which shall be at the Company's expense, to confirm the ownership and value of Gas Leases or other instruments governing the Oil and Gas Properties. The title opinions provided by Except as would not reasonably be expected to have, individually or in the Company may be based on such records and prior title certificatesaggregate, abstractsa Parent Material Adverse Effect, runsheets, title policy plant records and opinions as are customarily relied upon by providers no Parent Entity has elected not to participate in any operation or activity proposed with respect to any of mortgage financing to purchasers of properties similar to the Oil and Gas Properties. Without limiting Properties owned or held by it (or them, as applicable) that could result in a penalty or forfeiture as a result of such election not to participate in such operation or activity that would be material to the generality Parent Entities, taken as a whole and is not reflected in the Parent Reserve Reports.
(viii) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and to the Knowledge of Parent as of the foregoingExecution Date, subject Section 3.9(b)(viii) of the Parent Disclosure Letter lists, as of December 31, 2016, all transportation, plant, production and other imbalances and overlifts with respect to Hydrocarbon production from the Parent Entities’ Oil and Gas Properties.
(ix) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, with respect to the approval of local Texas counsel appointed by the Collateral Agent, which approval shall not be unreasonably withheld and shall be consistent with what is customarily relied upon by providers of mortgage financing to purchasers of properties similar to the Parent Entities’ Oil and Gas Properties, all currently producing xxxxx and all tangible equipment included therein, used in connection with the operation thereof or otherwise primarily associated therewith (including all buildings, plants, structures, platforms, pipelines, machinery, vehicles and other rolling stock) are in a good state of repair and are adequate and sufficient to maintain normal operations in accordance with past practices (ordinary wear and tear excepted).
(x) As of the date of this Agreement, there are no authorizations for expenditure or other commitments to make capital expenditures (or series of related authorizations for expenditure or commitments) binding on any Parent Entity with respect to the properties being acquired by the Company that are now owned by the P.D.C. Ball Limited Partnership in Xxxxxxxx, Xxxxxxxxx and Xxxxx Counties of Texas, the title opinion of Xxxxxxx Xxxxx, Esq. Of Palestine, Texas dated May 26, 2006 as updated as of June 23, 2006 and June 20, 2006, when further updated through the date of recordation of the applicable Mortgages on such properties shall satisfy the requirements of this subsection, and with respect to those its or their respective Oil and Gas Properties now owned by that Parent reasonably anticipates will individually require expenditures after the Company an update through Effective Time of greater than $5,000,000.
(xi) Except as would not reasonably be expected to have, individually or in the date of the recordation of the applicable Mortgages of the title opinions previously obtained by the Company aggregate, a Parent Material Adverse Effect, there are no Oil and Gas Properties (i) with respect to such properties, shall satisfy the requirements of this subsection. As used here, "Oil and Gas Properties" means Hydrocarbon Interests; the personal property and/or real property now or hereafter pooled or unitized with Hydrocarbon Interests; all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all units created under orders, regulations and rules of which any Parent Entity has received an order from any Governmental Authority having jurisdictionEntity requiring that such well be plugged and abandoned that has not been plugged and abandoned, (ii) that, to the Knowledge of Parent, formerly produced but that are currently shut in or temporarily abandoned or were dry holes and have not been plugged in accordance with applicable Laws, (iii) that, to the Knowledge of Parent, have been or are required to be plugged and abandoned but have not been plugged in accordance with applicable Laws or (iv) to the Knowledge of Parent, with respect to which may affect all or any portion of the Hydrocarbon Interests; all pipelines, gathering lines, compression facilities, tanks Parent Entity has any decommissioning obligations that are required to have been performed and processing plants; all oil xxxxx, gas xxxxx, water xxxxx, injection xxxxx, platforms, spars or other offshore facilities, casings, rods, tubing, pumping units and engines, Christmas trees, derricks, separators, gun barrels, flow lines, gas systems (for gathering, treating and compression), and water systems (for treating, disposal and injection); all interests held which have not been performed in royalty trusts whether presently existingaccordance with applicable Laws.
Appears in 1 contract
Samples: Merger Agreement (Bill Barrett Corp)
Oil and Gas Properties. Within (ia) thirty Each Participation Agreement governing the Working Interest and the Working Interest thereunder are valid and enforceable.
(30b) days following No other party to any Participation Agreement is entitled to any adjustments of past accounts at the expense of the Company.
(c) From the Effective Time to the date of this Agreement, the Company has not proposed nor conducted for its own account any operation the reasonably projected cost of which as of the date of this Agreement (net to the Company’s Working Interest and without consideration of any cost overruns after the date of this Agreement) with respect to such operation. For purposes of this Section, the term “operation” shall mean all work which in the oil and gas industry would customarily be included in a single authority for expenditure (e.g., the drillsite preparation for a well and the drilling, completing and equipping of such well for production (and plugging and abandonment thereof if a dry hole) shall be considered a single operation, but any deepening, recompletion or reworking of such well (or subsequent plugging and abandonment thereof if not a dry hole) shall each be a separate operation and the construction of any gathering, transportation or processing facilities shall each be a separate operation).
(d) From the Effective Time to the date of this Agreement, the Company has not agreed to participate in any reworking, deepening, drilling, completion, recompletion, equipping or other operation that has been proposed by the Working Interest Operator or by any other party to the relevant Participation Agreement, to the extent that the reasonably projected cost of such operation as of the date of this Agreement (net to the Company’s Working Interest and without consideration of any cost overruns after the date of this Agreement) with respect to such operation, except as provided in the Budget or as required by the Participation Agreements.
(e) The Company has good and marketable title to and is possessed of its Working Interest and all other oil and gas properties and has good and marketable title to all of its personal property including all Participation Agreements, free of any Liens except Permitted Liens and for the Liens created by the Bond Agreements that do not, in the aggregate, have a Material Adverse Effect. All proceeds from the sale of the Company’ share of the hydrocarbons being produced from its oil and gas properties are currently being paid in full to the Company by the purchasers thereof and none of such proceeds are currently being held in suspense by such purchaser or any other party.
(f) The Seller has delivered to the Buyer a copy of the reserve report (“Reserve Report”) dated as of April 15, 2013, prepared by Xxxxxxx, Xxxxx & Associates (“Reserve Engineers”) relating to the oil and gas reserves of the Company. The factual information underlying the estimates of the reserves of the Company, to the extent supplied by the Seller to the Reserve Engineers for the purpose of preparing the Reserve Report, was true and correct in all material respects on the date of such Reserve Report; the estimates of future capital expenditures and other future exploration and development costs supplied by the Seller to the Reserve Engineers were prepared in good faith and with a reasonable basis; to Seller’s Knowledge each of the Reserve Engineers were, as of the date of any Reserve Report prepared by it, and are, as of the date hereof, the Company shall (i) cause to be filed of record, in the applicable real property records of each jurisdiction in which the Oil and Gas Properties are located, a fee or leasehold mortgage, deed of trust or deed to secure debt, in form and substance reasonably satisfactory to the Collateral Agent, in favor of the Collateral Agent for the benefit of the Buyers, securing the Notes and covering all of the Oil and Gas Properties (each, a "Mortgage"); and (ii) sixty (60) days following the date hereof, the Company shall furnish title opinions, dated and reflecting the state of title as of a date no earlier than the date of filing of the applicable Mortgages in form and substance and issued by counsel reasonably satisfactory to the Collateral Agent, confirming to Collateral Agent's reasonable satisfaction that (a) the Company has good and defensible title to the quantity of interest represented herein in and to all of the Oil and Gas Properties, and (b) all of such Company's interest in all of the Oil and Gas Properties is subject to a valid, perfected and enforceable Mortgage lien in favor of the Collateral Agent subject only to Permitted Liens; (iii) upon request the Company will provide to the Collateral Agent copies from its files of all contracts and documents affecting the Oil and Gas Properties, and at the Collateral Agent's option, upon reasonable notice and during normal business hours, the Company shall make its files and personnel available in the Company's offices and otherwise cooperate with the Collateral Agent in the title verification and due diligence program to be conducted by the Collateral Agent, which shall be at the Company's expense, to confirm the ownership and value of the Oil and Gas Properties. The title opinions provided by the Company may be based on such records and prior title certificates, abstracts, runsheets, title policy plant records and opinions as are customarily relied upon by providers of mortgage financing to purchasers of properties similar to the Oil and Gas Properties. Without limiting the generality of the foregoing, subject to the approval of local Texas counsel appointed by the Collateral Agent, which approval shall not be unreasonably withheld and shall be consistent with what is customarily relied upon by providers of mortgage financing to purchasers of properties similar to the Oil and Gas Properties, independent petroleum engineers with respect to the properties being acquired by Company; other than normal production of the Company that are now owned by the P.D.C. Ball Limited Partnership in Xxxxxxxx, Xxxxxxxxx reserves and Xxxxx Counties of Texasintervening oil and gas price fluctuations, the title opinion of Xxxxxxx Xxxxx, Esq. Of Palestine, Texas dated May 26, 2006 as updated as of June 23, 2006 Seller is not on the date hereof and June 20, 2006, when further updated through on the date of recordation of the applicable Mortgages on such properties shall satisfy the requirements of this subsectionClosing will not be, and with respect to those Oil and Gas Properties now owned by the Company an update through the date of the recordation of the applicable Mortgages of the title opinions previously obtained by the Company with respect to such properties, shall satisfy the requirements of this subsection. As used here, "Oil and Gas Properties" means Hydrocarbon Interests; the personal property and/or real property now or hereafter pooled or unitized with Hydrocarbon Interests; all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all units created under orders, regulations and rules aware of any Governmental Authority having jurisdiction) which may affect all facts or any portion circumstances that would result in a materially adverse change in the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as described in the Hydrocarbon Interests; all pipelines, gathering lines, compression facilities, tanks and processing plants; all oil xxxxx, gas xxxxx, water xxxxx, injection xxxxx, platforms, spars or other offshore facilities, casings, rods, tubing, pumping units and engines, Christmas trees, derricks, separators, gun barrels, flow lines, gas systems (for gathering, treating and compression), and water systems (for treating, disposal and injection); all interests held in royalty trusts whether presently existingReserve Reports.
Appears in 1 contract
Oil and Gas Properties. Within (i) thirty (30) days following the date hereofNot later than March 31, 1998, the Company Agent shall be satisfied that (ia) cause the Liens granted to be filed of recordit under the Security Documents are Acceptable Security Interests and that all actions or filings necessary to protect, preserve and validly perfect such Liens have been made, taken or obtained, as the case may be, and are in full force and effect, (b) the applicable real property records of each jurisdiction in which the Oil and Gas Properties are located, a fee or leasehold mortgage, deed of trust or deed to secure debt, in form and substance reasonably satisfactory to the Collateral Agent, in favor of the Collateral Agent for the benefit of the Buyers, securing the Notes and covering Security Documents encumber substantially all of the Oil and Gas Properties (each, a "Mortgage"); and (ii) sixty (60) days following the date hereof, the Company shall furnish title opinions, dated and reflecting the state of title as of a date no earlier than the date of filing of the applicable Mortgages in form Borrower and substance and issued by counsel reasonably satisfactory to the Collateral Agent, confirming to Collateral Agent's reasonable satisfaction that (a) the Company has good and defensible title to the quantity of interest represented herein in and to all of the Oil and Gas PropertiesGuarantors, and (bc) all of such Company's interest in all of with respect to the Oil and Gas Properties is subject included in the Collateral, the Agent shall have received supplemental or new title opinions addressed to a valid, perfected and enforceable Mortgage lien in favor of the Collateral Agent subject only to Permitted Liens; (iii) upon request the Company will provide it issued by counsel to the Collateral Borrower that is experienced in the examination of title to Oil and Gas Properties (which title opinions shall be in form and substance acceptable to the Agent copies from in its files of sole discretion and shall include opinions regarding the before payout and after payout ownership interests held by the Borrower and the Guarantors for all contracts and documents affecting xxxxx located on the Oil and Gas Properties, and at the Collateral Agent's option, upon reasonable notice and during normal business hours, the Company shall make its files and personnel available in the Company's offices and otherwise cooperate with the Collateral Agent in the title verification and due diligence program Properties covered thereby) as to be conducted by the Collateral Agent, which shall be at the Company's expense, to confirm the ownership and value of the Oil and Gas Properties. The title opinions provided by the Company may be based on such records and prior title certificates, abstracts, runsheets, title policy plant records and opinions as are customarily relied upon by providers of mortgage financing to purchasers of properties similar to the Oil and Gas Properties. Without limiting the generality of the foregoing, subject to the approval of local Texas counsel appointed by the Collateral Agent, which approval shall not be unreasonably withheld and shall be consistent with what is customarily relied upon by providers of mortgage financing to purchasers of properties similar to the Oil and Gas Properties, with respect to the properties being acquired by the Company that are now owned by the P.D.C. Ball Limited Partnership in Xxxxxxxx, Xxxxxxxxx and Xxxxx Counties of Texas, the title opinion of Xxxxxxx Xxxxx, Esq. Of Palestine, Texas dated May 26, 2006 as updated as of June 23, 2006 and June 20, 2006, when further updated through the date of recordation of the applicable Mortgages on such properties shall satisfy the requirements of this subsection, and with respect to those Oil and Gas Properties now owned by of the Company Borrower and the Guarantors included in the Borrowing Base, and reflecting that the Agent has an update through Acceptable Security Interest in such Oil and Gas Properties of the Borrower and the Guarantors, constituting a percentage of such Collateral reasonably satisfactory to the Agent. If the Agent shall determine that, as of the date of any Borrowing Base determination, the recordation Borrower shall have failed to comply with clause (c) of the applicable Mortgages preceding sentence, the Agent may notify the Borrower in writing of such failure and, within 30 days from and after receipt of such written notice by the Borrower, the Borrower shall execute and deliver to the Agent satisfactory title evidence (including supplemental or new title opinions previously obtained by meeting the Company with respect foregoing requirements) in form and substance acceptable to the Agent in its reasonable business judgment as to the Borrower's and the Guarantor's ownership of such properties, shall satisfy the requirements of this subsection. As used here, "Oil and Gas Properties" means Hydrocarbon Interests; the personal property and/or real property now or hereafter pooled or unitized with Hydrocarbon Interests; all presently existing or future unitization, pooling agreements and declarations of pooled units Properties and the units created thereby (including without limitation all units created under orders, regulations Agent's Lien and rules of any Governmental Authority having jurisdiction) which may affect all or any portion of the Hydrocarbon Interests; all pipelines, gathering lines, compression facilities, tanks and processing plants; all oil xxxxx, gas xxxxx, water xxxxx, injection xxxxx, platforms, spars or other offshore facilities, casings, rods, tubing, pumping units and engines, Christmas trees, derricks, separators, gun barrels, flow lines, gas systems (for gathering, treating and compression), and water systems (for treating, disposal and injection); all interests held in royalty trusts whether presently existingsecurity interest therein as are required to maintain compliance with this Section 5.09.
Appears in 1 contract
Samples: Credit Agreement (Ram Energy Inc/Ok)
Oil and Gas Properties. Within (i) thirty (30) days following the date hereof, the Company shall (i) cause to be filed of record, in the applicable real property records of each jurisdiction in which the Oil and Gas Properties are located, a fee or leasehold mortgage, deed of trust or deed to secure debt, in form and substance reasonably satisfactory to the Collateral Agent, in favor of the Collateral Agent for the benefit of the Buyers, securing the Notes and covering all of the Oil and Gas Properties (each, a "Mortgage"); and (ii) sixty (60) days following the date hereof, the Company shall furnish title opinions, dated and reflecting the state of title as of a date no earlier than the date of filing of the applicable Mortgages in form and substance and issued by counsel reasonably satisfactory to the Collateral Agent, confirming to Collateral Agent's reasonable satisfaction that (a) the Company The Borrower and each of its Restricted Subsidiaries has good and defensible title to the quantity of to, or a valid leasehold interest represented herein in and to in, all of the its respective Oil and Gas Properties, and (b) all none of such Company's interest in all of the Oil and Gas Properties is subject to a any Lien except for Permitted Liens. All such Oil and Gas Properties are valid, perfected subsisting, and enforceable Mortgage lien in favor of the Collateral Agent subject only full force and effect, and all rentals, royalties and other amounts due and payable in respect thereof have been duly paid. After giving full effect to Permitted Liens; , the Borrower or the Restricted Subsidiary specified as the owner of any such Oil and Gas Properties that are (iiii) upon request Proved Properties owns the Company will provide net interests in production attributable to such Proved Properties as reflected in the Leases pertaining to such Proved Properties, and in the most recently delivered Engineering Report, and (ii) Farmout Properties or Participation Properties owns the rights, titles and interests attributable to such Farmout Properties and such Participation Properties, as reflected in the most recently delivered Engineering Report and Farmout/Participation Property Certificate. The ownership by the Borrower and its Restricted Subsidiaries of its respective Oil and Gas Properties that are Proved Properties, Farmout Properties or Participation Properties does not in any material respect obligate the Borrower or any such Restricted Subsidiary to bear the costs and expenses relating to the Collateral Agent copies from its files maintenance, development and operations of all contracts each of such Oil and documents affecting Gas Properties in an amount in excess of the working interest of such Oil and Gas Properties set forth in the most recently delivered Engineering Report and Farmout/Participation Property Certificate that is not offset by a corresponding proportionate increase in the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Oil and Gas Properties.
(b) All Oil and Gas Properties of the Borrower and its Restricted Subsidiaries (and all properties unitized therewith) have been and are being drilled, developed, maintained and at operated in a good and workmanlike manner, in accordance with prudent industry standards, all applicable Requirements of Law and the Collateral Agent's optionprovisions of all applicable Leases, upon reasonable notice Drilling Program Agreements, Farmout Agreements, Participation Agreements, Farmout Property Assignments, Participation Property Assignments and during normal business hours, the Company shall make its files other agreements and personnel available in the Company's offices and otherwise cooperate with the Collateral Agent in the title verification and due diligence program to be conducted by the Collateral Agent, which shall be at the Company's expense, to confirm the ownership and value assignments creating or comprising any part of the Oil and Gas PropertiesProperties of the Borrower and any of its Restricted Subsidiaries, and in conformity with any existing Permitted Liens. The title opinions provided by the Company may be based on such records and prior title certificates, abstracts, runsheets, title policy plant records and opinions as are customarily relied upon by providers None of mortgage financing to purchasers of properties similar to the Oil and Gas PropertiesProperties of the Borrower or any of its Restricted Subsidiaries is subject to having allowable production reduced below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time). None of the xxxxx comprising any part of the Oil and Gas Properties of the Borrower and its Restricted Subsidiaries (or properties unitized therewith) are deviated from the vertical more than the maximum permitted by applicable Requirements of Law, and such xxxxx are bottomed under and are producing from, and the well bores are wholly within, such Oil and Gas Properties (or in the case of xxxxx located on properties unitized therewith, such unitized properties) of the Borrower or any such Restricted Subsidiary. All or substantially all of the xxxxx comprising part of the Oil and Gas Properties of the Borrower and any of its Restricted Subsidiaries are currently in production, except for temporary shut-ins. Without limiting the generality of the foregoingfirst sentence of this Section 5.18(b), subject each well drilled in respect of Proved Developed Producing Reserves of the Borrower and its Restricted Subsidiaries or in which the Borrower has any right, title or interest pursuant to any Lease, Farmout Agreement, Farmout Property Assignment, Participation Agreement or Participation Property Assignment (as applicable) described in the Initial Engineering Report and each subsequent Engineering Report delivered to the approval of local Texas counsel appointed by Administrative Agent and in the Collateral Agent, which approval shall not be unreasonably withheld Initial Farmout/Participation Property Certificate and shall be consistent with what is customarily relied upon by providers of mortgage financing to purchasers of properties similar each subsequent Farmout/Participation Property Certificate delivered to the Administrative Agent (as applicable) (i) is capable of, and is presently, either producing Hydrocarbons in commercially profitable quantities or in the process of being worked over or enhanced, and such Borrower or the Restricted Subsidiary is currently receiving payments for its share of production, with no funds in respect of any thereof being presently held in suspense pending delivery of appropriate division orders, and (ii) has been drilled, bottomed, developed, maintained and operated in compliance with all applicable Requirements of Law and all applicable Drilling Program Agreements, Leases, Farmout Agreements, Farmout Property Assignments, Participation Agreements, Participation Property Assignments, and other applicable agreements and assignments. The Borrower and each of Restricted Subsidiary has obtained all approvals, consents, licenses and permits and all easements, rights-of-way and other fee and leasehold interests necessary or required to be obtained from any Governmental Authority or any other Person to own, drill, develop, maintain and operate its Oil and Gas Properties, with all of which are in full force and effect and none of the Borrower nor any of its Restricted Subsidiaries has received notice from any Governmental Authority or other Person of any violations in respect to of any of the properties being acquired foregoing. All Pipeline Properties, xxxxx, gas processing plants, platforms and other material improvements, fixtures and equipment owned in whole or in part by the Company that Borrower or any of its Restricted Subsidiaries are now owned by the P.D.C. Ball Limited Partnership being maintained in Xxxxxxxx, Xxxxxxxxx and Xxxxx Counties of Texas, the title opinion of Xxxxxxx Xxxxx, Esq. Of Palestine, Texas dated May 26, 2006 as updated as of June 23, 2006 and June 20, 2006, when further updated through the date of recordation of the applicable Mortgages on such properties shall satisfy the requirements of this subsectiona state adequate to conduct normal operations, and with respect to those such of the foregoing which are operated by the Borrower or any of its Restricted Subsidiaries, in a manner consistent with the Borrower’s or such Restricted Subsidiary’s past practices and prudent industry standards and in compliance with all applicable Requirements of Law.
(c) All Leases, Farmout Agreements, Farmout Property Assignments, Participation Agreements, Participation Property Assignments, Drilling Program Agreements, deeds, and other agreements forming any part of the Oil and Gas Properties now owned by the Company an update through the date of the recordation Borrower and its Restricted Subsidiaries to which Proved Reserves are attributed in each Engineering Report and each Farmout/Participation Property Certificate delivered to the Administrative Agent are valid, existing, binding, enforceable and in full force and effect. All rents, royalties and other payments due and payable under such Leases, Farmout Agreements, Farmout Property Assignments, Participation Agreements, Participation Property Assignments, Drilling Program Agreements, deeds, and other agreements have been properly and timely paid, except to the extent any such failure could not reasonably be expected to cause the loss or forfeiture of (or in respect of) any such Proved Reserves. None of the applicable Mortgages Borrower nor any of the title opinions previously obtained its Restricted Subsidiaries (i) is in default with respect to any of its obligations (and no such Loan Party is aware of any default by the Company any third party with respect to such propertiesthird party’s obligations) under any Leases, shall satisfy Farmout Agreements, Farmout Property Assignments, Participation Agreements, Participation Property Assignments, Drilling Program Agreements, deeds, and other agreements, or under any Permitted Liens, or otherwise attendant to the requirements ownership or operation of this subsection. As used here, "any part of the Oil and Gas Properties of the Borrower and its Restricted Subsidiaries, where such default could materially adversely affect the ownership or operation of, or any other right, title or interest in, any such Oil and Gas Properties to which any Proved Reserves are attributable. None of the Borrower nor any of its Restricted Subsidiaries (i) is currently accounting for any royalties, or overriding royalties or other payments out of production, on a basis (other than delivery in kind) less favorable to such Loan Party than proceeds received by such Loan Party (calculated at the well) from sale of production, or (ii) has any liability (or alleged liability) to account for the same on any such less favorable basis.
(d) All Proved Properties" means Hydrocarbon Interests; , all Farmout Properties and all Participation Properties owned by the Borrower and its Restricted Subsidiaries that, in the reasonable determination of the Borrower, constitute interests in real property under applicable State law and are proposed for inclusion in the Initial Borrowing Base are listed on Schedule 5.18(d).
(e) All Farmout Properties and all Participation Properties owned by the Borrower and its Restricted Subsidiaries pursuant to Farmout Agreements, Farmout Assignments, Participation Agreements and Participation Assignments that, in the reasonable determination of the Borrower, constitute rights, titles and interests in personal property and/or real property now under applicable State law and are proposed for inclusion in the Initial Borrowing Base are listed on Schedule 5.18(e). Each Farmout Agreement (together with each Farmout Property Assignment creating any such Farmout Properties) satisfy each of the criteria set forth in the definition of “Approved Farmout Agreement” set forth in Article I of this Agreement. Each Participation Agreement and Participation Property Assignment creating any such Participation Properties satisfy each of the criteria set forth in the definition of “Approved Participation Agreement” set forth in Article I of this Agreement. Each Approved Farmout Agreement and each Approved Participation Agreement has been duly authorized, executed and delivered by all of the parties thereto, has not been amended, supplemented or hereafter pooled otherwise modified, is in full force and effect and is binding upon and enforceable against all parties thereto in accordance with its terms, and there exists no default or unitized with Hydrocarbon Interests; all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all units created termination event under orders, regulations and rules of any Governmental Authority having jurisdiction) which may affect all Approved Farmout Agreement or any portion Approved Participation Agreement by any party thereto.
(f) The Open-Access Pipeline Properties owned by the Borrower and its Restricted Subsidiaries that are proposed for inclusion in the Borrowing Base (after giving effect to Sections 6.19(c) and (d)) are listed on Schedule 5.18(f). On the Closing Date, there are no Open-Access Pipeline Properties owned by the Borrower or any of its Subsidiaries other than the Hydrocarbon Interests; all pipelines, gathering lines, compression facilities, tanks and processing plants; all oil xxxxx, gas xxxxx, water xxxxx, injection xxxxx, platforms, spars or other offshore facilities, casings, rods, tubing, pumping units and engines, Christmas trees, derricks, separators, gun barrels, flow lines, gas systems (for gathering, treating and compression), and water systems (for treating, disposal and injection); all interests held in royalty trusts whether presently existingNGAS Gathering Pipeline Properties.
Appears in 1 contract
