Common use of Oil and Gas Reserve Reports Clause in Contracts

Oil and Gas Reserve Reports. (i) As soon as available but in any event on or before March 31 of each year, an engineering report in form and substance meeting the requirements of the SEC for financial reporting purposes, certified by Netherland, Xxxxxx & Associates Inc. or such other firm or firms of independent consulting petroleum engineers reasonably acceptable to the Agent as fairly setting forth (A) the proved and producing, shut in, behind pipe, and undeveloped oil and gas reserves (separately classified as such) attributable to the Borrower’s and its Restricted Subsidiaries’ consolidated Oil and Gas Properties as of December 31 of the previous year, (B) the aggregate present value, determined on the basis of stated pricing assumptions, of the future net income with respect to such Oil and Gas Properties, discounted at a stated per annum discount rate, and (C) projections of the annual rate of production, gross income, and net income with respect to such Oil and Gas Properties. (ii) As soon as available but in any event on or before September 30 of each year, an internal engineering report in form and substance reasonably satisfactory to the Agent, certified by a Responsible Officer of the Borrower, to such Responsible Officer’s actual knowledge without investigation and not in such Responsible Officer’s individual capacity, as fairly setting forth (A) the proved and producing, shut in, behind pipe, and undeveloped oil and gas reserves (separately classified as such) attributable to the Borrower’s and its Restricted Subsidiaries’ consolidated Oil and Gas Properties as of June 30 of such year, (B) the aggregate present value, determined on the basis of stated pricing assumptions, of the future net income with respect to such Oil and Gas Properties, discounted at a stated per annum discount rate, and (C) projections of the annual rate of production, gross income, and net income with respect to such Oil and Gas Properties. (iii) Each engineering report delivered pursuant to Section 5.6(c)(i), (ii) or (iv) shall be accompanied by a certificate, executed by a Responsible Officer of the Borrower in the form of Exhibit I attached hereto, which (A) sets forth the Mortgaged Property Value, as set forth in such Oil and Gas Reserve Report, (B) either (y) demonstrates and certifies that such Mortgaged Property Value equals or exceeds 80% of the Aggregate Oil and Gas Property Value as set forth in such Oil and Gas Reserve Report or (z) demonstrates and certifies the amount by which such Mortgaged Property Value is less than 80% of such Aggregate Oil and Gas Property Value and agrees that the Borrower shall take all actions required under Section 5.12 hereof within the period required by such Section 5.12, and (C) certifies a true, correct and complete schedule of all Swap Contracts of the Credit Parties, specifying the type of Swap Contract, pricing arrangements, volume, expiration, counterparty, and such other information as may be reasonably requested by the Agent. (A) At least 10 days prior to the consummation of any Disposition, whether or not in the ordinary course of business, by the Borrower or any Guarantor of any Mortgaged Property for which the value of the future net income attributed thereto in the most recently delivered Oil and Gas Reserve Report (individually or on a cumulative basis with all sales of Mortgaged Properties consummated since the date of such Oil and Gas Reserve Report) comprised in excess of five percent (5%) of the Mortgaged Property Value as set forth in such report, (B) at least 10 days prior to the consummation of any acquisition by the Borrower or any Guarantor of any Oil and Gas Property for which the value of the future net income attributed thereto in the engineering reports obtained in connection with such acquisition (individually or on a cumulative basis with all acquisitions of Oil and Gas Properties consummated since the date of such report) comprises in excess of 5% of the Oil and Gas Property Value as set forth in the Oil and Gas Reserve Report most recently delivered under this Agreement, and (C) no later than 10 days following the written request of the Agent (provided that, so long as no Event of Default exists, the Agent shall not make more than two such requests in any calendar year, the Borrower shall provide (y) an updated internal Oil and Gas Reserve Report, current as of the end of the month then most recently ended for which production data is available and in form and substance reasonably satisfactory to the Agent, setting forth the information required by Section 5.6(c)(ii) for internal Oil and Gas Reserve Reports and (z) a certificate as required by Section 5.6(c)(iii) which, in the case of any Disposition of any Mortgaged Property or acquisition of any Oil and Gas Property shall make the required calculation giving pro forma effect to such transaction (including, in the case of any Disposition of any Mortgaged Property, the inclusion of any additional Oil and Gas Properties mortgaged by the Borrower or the Guarantors prior to or concurrently with such Disposition). (v) The Agent and the Banks acknowledge that the Oil and Gas Reserve Reports contain certain proprietary information including geological and geophysical data, maps, models, and interpretations necessary for determining the Borrowing Base and the creditworthiness of the Borrower and the Guarantors. The Agent and the Banks agree to maintain the confidentiality of such information except (A) as required by applicable law and (B) that the Agent and the Banks may share such information with Eligible Assignees who are potential transferees of their interests under this Agreement pursuant to Section 9.6 if such Eligible Assignees agree to maintain the confidentiality of such information pursuant to Section 9.18.

Oil and Gas Reserve Reports. (i) As soon as available but in any event on or before March 31 of each year, an engineering report in form and substance meeting the requirements of the SEC for financial reporting purposes, certified by Netherland, Xxxxxx & Associates Inc. or such other firm or firms of independent consulting petroleum engineers reasonably acceptable to the Agent as fairly setting forth (A) the proved and producing, shut in, behind pipe, and undeveloped oil and gas reserves (separately classified as such) attributable to the Borrower’s and its Restricted Subsidiaries’ consolidated Oil and Gas Properties as of December 31 of the previous year, (B) the aggregate present value, determined on the basis of stated pricing assumptions, of the future net income with respect to such Oil and Gas Properties, discounted at a stated per annum discount rate, and (C) projections of the annual rate of production, gross income, and net income with respect to such Oil and Gas Properties. (ii) As soon as available but in any event on or before September 30 of each year, an internal engineering report in form and substance reasonably satisfactory to the Agent, certified by a Responsible Officer of the Borrower, to such Responsible Officer’s actual knowledge without investigation and not in such Responsible Officer’s individual capacity, as fairly setting forth (A) the proved and producing, shut in, behind pipe, and undeveloped oil and gas reserves (separately classified as such) attributable to the Borrower’s and its Restricted Subsidiaries’ consolidated Oil and Gas Properties as of June 30 of such year, (B) the aggregate present value, determined on the basis of stated pricing assumptions, of the future net income with respect to such Oil and Gas Properties, discounted at a stated per annum discount rate, and (C) projections of the annual rate of production, gross income, and net income with respect to such Oil and Gas Properties. (iii) Each engineering report delivered pursuant to Section 5.6(c)(i), (ii) or (iv) shall be accompanied by a certificate, executed by a Responsible Officer of the Borrower in the form of Exhibit I attached hereto, which (A) sets forth the Mortgaged Property Value, as set forth in such Oil and Gas Reserve Report, (B) either (y) demonstrates and certifies that such Mortgaged Property Value equals or exceeds 8095% of the Aggregate Oil and Gas Property Value as set forth in such Oil and Gas Reserve Report or (z) demonstrates and certifies the amount by which such Mortgaged Property Value is less than 8095% of such Aggregate Oil and Gas Property Value and agrees that the Borrower shall take all actions required under Section 5.12 hereof within the period required by such Section 5.12, and (C) certifies a true, correct and complete schedule of all Swap Contracts of the Credit Parties, specifying the type of Swap Contract, pricing arrangements, volume, expiration, counterparty, and such other information as may be reasonably requested by the Agent. (A) At least 10 days prior to the consummation of any Disposition, whether or not in the ordinary course of business, by the Borrower or any Guarantor of any Mortgaged Property for which the value of the future net income attributed thereto in the most recently delivered Oil and Gas Reserve Report (individually or on a cumulative basis with all sales of Mortgaged Properties consummated since the date of such Oil and Gas Reserve Report) comprised in excess of five percent (5%) of the Mortgaged Property Value as set forth in such report, (B) at least 10 days prior to the consummation of any acquisition by the Borrower or any Guarantor of any Oil and Gas Property for which the value of the future net income attributed thereto in the engineering reports obtained in connection with such acquisition (individually or on a cumulative basis with all acquisitions of Oil and Gas Properties consummated since the date of such report) comprises in excess of 5% of the Oil and Gas Property Value as set forth in the Oil and Gas Reserve Report most recently delivered under this Agreement, and (C) no later than 10 days following the written request of the Agent (provided that, so long as no Event of Default exists, the Agent shall not make more than two such requests in any calendar year, the Borrower shall provide (y) an updated internal Oil and Gas Reserve Report, current as of the end of the month then most recently ended for which production data is available and in form and substance reasonably satisfactory to the Agent, setting forth the information required by Section 5.6(c)(ii) for internal Oil and Gas Reserve Reports and (z) a certificate as required by Section 5.6(c)(iii) which, in the case of any Disposition of any Mortgaged Property or acquisition of any Oil and Gas Property shall make the required calculation giving pro forma effect to such transaction (including, in the case of any Disposition of any Mortgaged Property, the inclusion of any additional Oil and Gas Properties mortgaged by the Borrower or the Guarantors prior to or concurrently with such Disposition)). (v) The Agent and the Banks acknowledge that the Oil and Gas Reserve Reports contain certain proprietary information including geological and geophysical data, maps, models, and interpretations necessary for determining the Borrowing Base and the creditworthiness of the Borrower and the Guarantors. The Agent and the Banks agree to maintain the confidentiality of such information except (A) as required by applicable law and (B) that the Agent and the Banks may share such information with Eligible Assignees who are potential transferees of their interests under this Agreement pursuant to Section 9.6 if such Eligible Assignees agree to maintain the confidentiality of such information pursuant to Section 9.18.

Oil and Gas Reserve Reports. (i) As soon as available but in any event on or before March 31 of each year, an engineering report in form and substance meeting the requirements of the SEC Securities and Exchange Commission for financial reporting purposes, certified by Netherland, Xxxxxx & Associates Inc. or such other a firm or firms of independent consulting petroleum engineers reasonably acceptable to approved by the Agent as fairly setting forth (A) the proved and producing, shut in, behind pipe, and undeveloped oil and gas reserves (separately classified as such) attributable to the Borrower’s and its Restricted Subsidiaries’ consolidated Oil and Gas Properties as of December 31 of the previous year, (B) the aggregate present value, determined on the basis of stated pricing assumptions, of the future net income with respect to such Oil and Gas Properties, discounted at a stated per annum discount rate, and (C) projections of the annual rate of production, gross income, and net income with respect to such Oil and Gas Properties. (ii) As soon as available but in any event on or before September 30 of each year, an internal engineering report in form and substance reasonably satisfactory to the Agent, certified by a Responsible Officer of the Borrower, to such Responsible Officer’s actual knowledge without investigation and not in such Responsible Officer’s individual capacity, as fairly Agent setting forth (A) the proved and producing, shut in, behind pipe, and undeveloped oil and gas reserves (separately classified as such) attributable to the Borrower’s and its Restricted Subsidiaries’ consolidated Oil and Gas Properties as of June 30 of such year, (B) the aggregate present value, determined on the basis of stated pricing assumptions, of the future net income with respect to such Oil and Gas Properties, discounted at a stated per annum discount rate, and (C) projections of the annual rate of production, gross income, and net income with respect to such Oil and Gas Properties. (iii) Each engineering report delivered pursuant to Section 5.6(c)(i), clause (i) or (ii) above or clause (iv) below shall be accompanied by a certificate, executed by a Responsible Officer of the Borrower in the form of Exhibit I attached hereto, which (A) sets forth the Mortgaged Property Value, as set forth in such Oil engineering report and Gas Reserve Report, (B) either (y) demonstrates and certifies that such Mortgaged Property Value equals or exceeds 80% of the Aggregate Oil and Gas Property Value as set forth in such Oil and Gas Reserve Report engineering report or (z) demonstrates and certifies the amount by which such Mortgaged Property Value is less than 80% of such Aggregate Oil and Gas Property Value and agrees that the Borrower shall take all actions required under Section 5.12 5.11 hereof within the period required by such Section 5.12, and (C) certifies a true, correct and complete schedule of all Swap Contracts of the Credit Parties, specifying the type of Swap Contract, pricing arrangements, volume, expiration, counterparty, and such other information as may be reasonably requested by the AgentSection. (iv) Within (A) At at least 10 days prior to the consummation of any Dispositionsale, lease, transfer, or other disposition, whether or not in the ordinary course of business, by the Borrower or any Guarantor of any Mortgaged Property for which the value of the future net income attributed thereto in the most recently delivered Oil and Gas Reserve Report engineering report (individually or on a cumulative basis with all sales of Mortgaged Properties consummated since the date of such Oil and Gas Reserve Reportreport) comprised in excess of five percent (5%) % of the Mortgaged Property Value as set forth in such report, (B) at least 10 days prior to the consummation of any acquisition by the Borrower or any Guarantor of any Oil and Gas Property for which the value of the future net income attributed thereto in the engineering reports obtained in connection with such acquisition (individually or on a cumulative basis with all acquisitions of Oil and Gas Properties consummated since the date of such report) comprises in excess of 5% of the Oil and Gas Property Value as set forth in the Oil and Gas Reserve Report engineering report most recently delivered under this Agreement, and or (C) no later than 10 days following the written request of the Agent (provided that, that so long as no Event of Default exists, the Agent shall not make more than two 2 such requests in any calendar year), the Borrower shall provide (y) an updated internal Oil and Gas Reserve Reportengineering report, current as of the end of the month then most recently ended for which production data is available and in form and substance reasonably satisfactory to the Agent, setting forth the information required by Section 5.6(c)(iiclause (ii) above for internal Oil and Gas Reserve Reports engineering reports and (z) a certificate as required by Section 5.6(c)(iiiclause (iii) above which, in the case of any Disposition disposition of any Mortgaged Property or acquisition of any Oil and Gas Property Property, shall make the required calculation giving pro forma effect to such transaction (including, in the case of any Disposition disposition of any Mortgaged Property, the inclusion of any additional Oil and Gas Properties mortgaged by the Borrower or the Guarantors pursuant to Section 6.2(b)(ii) prior to or concurrently with such Dispositiondisposition). (v) The Agent and the Banks acknowledge that the Oil and Gas Reserve Reports contain certain proprietary information including geological and geophysical data, maps, models, and interpretations necessary for determining the Borrowing Base and the creditworthiness of the Borrower and the Guarantors. The Agent and the Banks agree to maintain the confidentiality of such information except (A) as required by applicable law and (B) that the law. The Agent and the Banks may share such information with Eligible Assignees who are potential transferees of their interests under this Agreement pursuant to Section 9.6 if such Eligible Assignees transferees agree to maintain the confidentiality of such information pursuant to Section 9.18information.

Oil and Gas Reserve Reports. (i) As soon as available but in any event on or before March 31 of each year, an engineering report in form and substance meeting the requirements of the SEC Securities and Exchange Commission for financial reporting purposes, certified by Netherland, Xxxxxx & Associates Inc. or such other a firm or firms of independent consulting petroleum engineers reasonably acceptable to approved by the Agent as fairly setting forth (A) the proved and producing, shut in, behind pipe, and undeveloped oil and gas reserves (separately classified as such) attributable to the Borrower’s and its Restricted Subsidiaries’ consolidated Oil and Gas Properties as of December 31 of the previous year, (B) the aggregate present value, determined on the basis of stated pricing assumptions, of the future net income with respect to such Oil and Gas Properties, discounted at a stated per annum discount rate, and (C) projections of the annual rate of production, gross income, and net income with respect to such Oil and Gas Properties. (ii) As soon as available but in any event on or before September 30 of each year, an internal engineering report in form and substance reasonably satisfactory to the Agent, certified by a Responsible Officer of the Borrower, to such Responsible Officer’s actual knowledge without investigation and not in such Responsible Officer’s individual capacity, as fairly Agent setting forth (A) the proved and producing, shut in, behind pipe, and undeveloped oil and gas reserves (separately classified as such) attributable to the Borrower’s and its Restricted Subsidiaries’ consolidated Oil and Gas Properties as of June 30 of such year, (B) the aggregate present value, determined on the basis of stated pricing assumptions, of the future net income with respect to such Oil and Gas Properties, discounted at a stated per annum discount rate, and (C) projections of the annual rate of production, gross income, and net income with respect to such Oil and Gas Properties. (iii) Each engineering report delivered pursuant to Section 5.6(c)(i), (ii) or (iv) shall be accompanied by a certificate, executed by a Responsible Officer of the Borrower in the form of Exhibit I attached hereto, which (A) sets forth the Mortgaged Property Value, as set forth in such Oil and Gas Reserve Report, (B) either (y) demonstrates and certifies that such Mortgaged Property Value equals or exceeds 80% of the Aggregate Oil and Gas Property Value as set forth in such Oil and Gas Reserve Report or (z) demonstrates and certifies the amount by which such Mortgaged Property Value is less than 80% of such Aggregate Oil and Gas Property Value and agrees that the Borrower shall take all actions required under Section 5.12 hereof within the period required by such Section 5.12, and (C) certifies a true, correct and complete schedule of all Swap Contracts of the Credit Parties, specifying the type of Swap Contract, pricing arrangements, volume, expiration, counterparty, and such other information as may be reasonably requested by the Agent. (A) At least 10 days prior to the consummation of any Disposition, whether or not in the ordinary course of business, by the Borrower or any Guarantor of any Mortgaged Property for which the value of the future net income attributed thereto in the most recently delivered Oil and Gas Reserve Report (individually or on a cumulative basis with all sales of Mortgaged Properties consummated since the date of such Oil and Gas Reserve Report) comprised in excess of five percent (5%) of the Mortgaged Property Value as set forth in such report, (B) at least 10 days prior to the consummation of any acquisition by the Borrower or any Guarantor of any Oil and Gas Property for which the value of the future net income attributed thereto in the engineering reports obtained in connection with such acquisition (individually or on a cumulative basis with all acquisitions of Oil and Gas Properties consummated since the date of such report) comprises in excess of 5% of the Oil and Gas Property Value as set forth in the Oil and Gas Reserve Report most recently delivered under this Agreement, and (C) no later than 10 days following the written request of the Agent (provided that, so long as no Event of Default exists, the Agent shall not make more than two such requests in any calendar year, the Borrower shall provide (y) an updated internal Oil and Gas Reserve Report, current as of the end of the month then most recently ended for which production data is available and in form and substance reasonably satisfactory to the Agent, setting forth the information required by Section 5.6(c)(ii) for internal Oil and Gas Reserve Reports and (z) a certificate as required by Section 5.6(c)(iii) which, in the case of any Disposition of any Mortgaged Property or acquisition of any Oil and Gas Property shall make the required calculation giving pro forma effect to such transaction (including, in the case of any Disposition of any Mortgaged Property, the inclusion of any additional Oil and Gas Properties mortgaged by the Borrower or the Guarantors prior to or concurrently with such Disposition). (v) The Agent and the Banks acknowledge that the Oil and Gas Reserve Reports contain certain proprietary information including geological and geophysical data, maps, models, and interpretations necessary for determining the Borrowing Base and the creditworthiness of the Borrower and the Guarantors. The Agent and the Banks agree to maintain the confidentiality of such information except (A) as required by applicable law and (B) that the law. The Agent and the Banks may share such information with Eligible Assignees who are potential transferees of their interests under this Agreement pursuant to Section 9.6 if such Eligible Assignees transferees agree to maintain the confidentiality of such information pursuant to Section 9.18information.

Oil and Gas Reserve Reports. (i) As soon as available but in any event on or before March 31 of each year, an engineering report in form and substance meeting the requirements of the SEC Securities and Exchange Commission for financial reporting purposes, certified by Netherland, Xxxxxx & Associates Inc. or such other a firm or firms of independent consulting petroleum engineers reasonably acceptable to approved by the Agent as fairly setting forth (A) the proved and producing, shut in, behind pipe, and undeveloped oil and gas reserves (separately classified as such) attributable to the Borrower’s and its Restricted Subsidiaries’ consolidated Oil and Gas Properties as of December 31 of the previous year, (B) the aggregate present value, determined on the basis of stated pricing assumptions, of the future net income with respect to such Oil and Gas Properties, discounted at a stated per annum discount rate, and (C) projections of the annual rate of production, gross income, and net income with respect to such Oil and Gas Properties. (ii) As soon as available but in any event on or before September 30 of each year, an internal engineering report in form and substance reasonably satisfactory to the Agent, certified by a Responsible Officer of the Borrower, to such Responsible Officer’s actual knowledge without investigation and not in such Responsible Officer’s individual capacity, as fairly setting forth (A) the proved and producing, shut in, behind pipe, and undeveloped oil and gas reserves (separately classified as such) attributable to the Borrower’s and its Restricted Subsidiaries’ consolidated Oil and Gas Properties as of June 30 of such year, (B) the aggregate present value, determined on the basis of stated pricing assumptions, of the future net income with respect to such Oil and Gas Properties, discounted at a stated per annum discount rate, and (C) projections of the annual rate of production, gross income, and net income with respect to such Oil and Gas Properties. (iii) Each engineering report delivered pursuant to Section 5.6(c)(i), clause (i) or (ii) above or clause (iv) below shall be accompanied by a certificate, executed by a Responsible Officer of the Borrower in the form of Exhibit I attached hereto, which (A) sets forth the Mortgaged Property Value, as set forth in such Oil and Gas Reserve Reportengineering report, (B) either (y) demonstrates and certifies that such Mortgaged Property Value equals or exceeds 80% of the Aggregate Oil and Gas Property Value as set forth in such Oil and Gas Reserve Report engineering report or (z) demonstrates and certifies the amount by which such Mortgaged Property Value is less than 80% of such Aggregate Oil and Gas Property Value and agrees that the Borrower shall take all actions required under Section 5.12 hereof within the period required by such Section 5.12Section, and (C) certifies a true, correct and complete schedule of all Swap Contracts of the Credit Parties, specifying the type of Swap Contract, pricing arrangements, volume, expiration, counterparty, and such other information as may be reasonably requested by the Agent. (A) At least 10 days prior to the consummation of any Dispositionsale, lease, transfer, or other disposition, whether or not in the ordinary course of business, by the Borrower or any Guarantor of any Mortgaged Property for which the value of the future net income attributed thereto in the most recently delivered Oil and Gas Reserve Report engineering report (individually or on a cumulative basis with all sales of Mortgaged Properties consummated since the date of such Oil and Gas Reserve Reportreport) comprised in excess of five percent (5%) % of the Mortgaged Property Value as set forth in such report, (B) at least 10 days prior to the consummation of any acquisition by the Borrower or any Guarantor of any Oil and Gas Property for which the value of the future net income attributed thereto in the engineering reports obtained in connection with such acquisition (individually or on a cumulative basis with all acquisitions of Oil and Gas Properties consummated since the date of such report) comprises in excess of 5% of the Oil and Gas Property Value as set forth in the Oil and Gas Reserve Report engineering report most recently delivered under this Agreement, and (C) no later than 10 days following the written request of the Agent (provided that, so long as no Event of Default exists, the Agent shall not make more than two 2 such requests in any calendar year), the Borrower shall provide (y) an updated internal Oil and Gas Reserve Reportengineering report, current as of the end of the month then most recently ended for which production data is available and in form and substance reasonably satisfactory to the Agent, setting forth the information required by Section 5.6(c)(iiclause (ii) above for internal Oil and Gas Reserve Reports engineering reports and (z) a certificate as required by Section 5.6(c)(iiiclause (iii) above which, in the case of any Disposition disposition of any Mortgaged Property or acquisition of any Oil and Gas Property Property, shall make the required calculation giving pro forma effect to such transaction (including, in the case of any Disposition disposition of any Mortgaged Property, the inclusion of any additional Oil and Gas Properties mortgaged by the Borrower or the Guarantors pursuant to Section 6.4(b)(ii) prior to or concurrently with such Dispositiondisposition). (v) The Agent and the Banks acknowledge that the Oil and Gas Reserve Reports contain certain proprietary information including geological and geophysical data, maps, models, and interpretations necessary for determining the Borrowing Base and the creditworthiness of the Borrower and the Guarantors. The Agent and the Banks agree to maintain the confidentiality of such information except (A) as required by applicable law and (B) that the Agent and the Banks may share such information with Eligible Assignees who are potential transferees of their interests under this Agreement pursuant to Section 9.6 if such Eligible Assignees transferees agree to maintain the confidentiality of such information pursuant to Section 9.18information.