Common use of Ownership of Limited Liability Company Interests in the General Partner Clause in Contracts

Ownership of Limited Liability Company Interests in the General Partner. Abraxas owns all of the limited liability company interests in the General Partner. All of such interests have been duly authorized and validly issued in accordance with the First Amended and Restated Limited Liability Company Agreement of the General Partner (the "General Partner LLC Agreement"), fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the "Delaware LLC Act")), and Abraxas owns such interests free and clear of all liens, encumbrances, security interests, equities, charges or claims (collectively, "Encumbrances") (except restrictions on transferability described in the Registration Statement, the Disclosure Package or the Prospectus and Encumbrances created pursuant to the Credit Agreement dated as of June 27, 2007 (the "Abraxas Credit Agreement") among Abraxas, the lenders party thereto and Société Générale as administrative agent and issuing lender).

Ownership of Limited Liability Company Interests in the General Partner. Abraxas owns all of the limited liability company interests in the General Partner. All of such interests have been duly authorized and validly issued in accordance with the First Amended and Restated Limited Liability Company Agreement of the General Partner (the "General Partner LLC Agreement"), fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware Limited Liability Company Act (the "Delaware LLC Act")), and Abraxas owns such interests free and clear of all liens, encumbrances, security interests, equities, charges or claims (collectively, "Encumbrances") (except restrictions on transferability described in the Registration Statement, the Disclosure Package or the Prospectus and Encumbrances created pursuant to the Credit Agreement dated as of June 27, 2007 (the "Abraxas Credit Agreement") among Abraxas, the lenders party thereto and Société Générale as administrative agent and issuing lender).

Ownership of Limited Liability Company Interests in the General Partner. Abraxas owns all of the limited liability company interests in the General Partner. All of such interests have been duly authorized and validly issued in accordance with the First Amended and Restated Limited Liability Company Agreement of the General Partner dated June 26, 2007 (the "“General Partner LLC Agreement"”), fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware Limited Liability Company Act (the "“Delaware LLC Act"”)), and Abraxas owns such interests free and clear of all liens, encumbrances, security interests, equities, charges or claims (collectively, "“Encumbrances"”) (except restrictions on transferability described in the Registration Statement, the Disclosure Package or the Prospectus and Encumbrances created pursuant to the Credit Agreement dated as of June 27, 2007 (the "“Abraxas Credit Agreement"”) among Abraxas, the lenders party thereto and Société Générale as administrative agent and issuing lender).