Properties; Oil and Gas Matters. (a) All major items of operating equipment, owned or leased, that comprise the Contributed Assets are, in the aggregate, in a state of repair so as to be adequate in all material respects for reasonably prudent operations in the areas in which they are operated.
(b) Except for goods (including Hydrocarbons produced from SEP III’s consolidated oil and gas properties) and other property sold, used or otherwise disposed of since the date of the Reserve Report in the ordinary course of business, SEP III has good and defensible title to all the Oil and Gas Properties forming the basis for the reserves reflected in the reserve report of Xxxxx Xxxxx Company, L.P. (the “Reservoir Engineers”), as of June 30, 2011, relating to SEP I’s interests referred to therein that have subsequently been transferred to the Company (the “Reserve Report”), free and clear of any Liens, except for Permitted Liens and the following liens or other imperfections of title: (i) Liens reflected in the Reserve Report; (ii) Liens in favor of the operator arising under operating agreements and statutory Liens securing payment by the first purchaser to the producer; (iii) imperfections of title that do not (A) materially reduce the value of any of the Contributed Assets or (B) interfere with the production and sale of Hydrocarbons for the account of SEP III from any of the Contributed Assets; and (iv) Liens and irregularities in the chain of title which, because of remoteness in or passage of time, statutory cure periods, marketable title acts or other similar reasons, have not affected or interrupted, and are not reasonably expected to affect or interrupt, the claimed ownership of SEP III or its predecessors in title to, or the receipt of production revenues from, the property affected thereby. The historical information supplied by SEP I to the Reservoir Engineers underlying the estimates of the reserves reflected in the Reserve Report, including, without limitation, production volumes, sales prices for production, contractual pricing provisions under oil or natural gas sales or marketing contracts or under hedging arrangements, costs of operations and development and working interest and net revenue information relating to interests owned by SEP I and its subsidiaries, was true and correct in all material respects on the date such information was supplied to the Reservoir Engineers. To SEP I’s knowledge, the estimates of future capital expenditures and other future exploration and developm...
Properties; Oil and Gas Matters. (a) All major items of operating equipment owned or leased by the Company or its subsidiaries are, in the aggregate, in a state of repair so as to be adequate in all material respects for reasonably prudent operations in the areas in which they are operated, except as would not, individually or in the aggregate, have a Company Material Adverse Effect.
(b) Except for goods and other property sold, used or otherwise disposed of since the dates of the respective Company Reserve Reports (defined in clause (c) below) in the ordinary course of business or reflected as having been sold, used or otherwise disposed of in the Company SEC Reports, as of the date hereof, the Company and its subsidiaries have good and defensible title to, or valid leases or contractual rights to, all equipment and other personal property used or necessary for use in the operation of its Oil and Gas Properties in the manner in which such properties were operated prior to the date hereof. For purposes of this Agreement, “Oil and Gas Properties” means direct and indirect interests in and rights with respect to oil, gas, mineral, and related properties and assets of any kind and nature, direct or indirect, including working, leasehold and mineral interests and operating rights and royalties, overriding royalties, production payments, net profit interests and other non-working interests and non-operating interests; all interests in rights with respect to oil, condensate, gas, casinghead gas and other liquid or gaseous hydrocarbons (collectively, “Hydrocarbons”) and other minerals or revenues therefrom, all contracts in connection therewith and claims and rights thereto (including all oil and gas leases, operating agreements, unitization and pooling agreements and orders, division orders, transfer orders, mineral deeds, royalty deeds, oil and gas sales, exchange and processing contracts and agreements, and in each case, interests thereunder), surface interests, fee interests, reversionary interests, reservations, and concessions; all easements, rights of way, licenses, permits, leases, and other interests associated with, appurtenant to, or necessary for the operation of any of the foregoing; and all interests in equipment and machinery (including xxxxx, well equipment and machinery), oil and gas production, gathering, transmission, treating, processing, and storage facilities (including tanks, tank batteries, pipelines, and gathering systems), pumps, water plants, electric plants, gasoline ...
Properties; Oil and Gas Matters. (a) For purposes of this Agreement, “Partnership Oil and Gas Agreements” means the following types of agreements or contracts to which the Partnership or any of the Partnership Entities is a party, whether as an original party, by succession or assignment or otherwise with respect to the Oil and Gas Properties forming the basis for the reserves reflected in the Partnership Reserve Report: oil and gas leases, farm-in and farm-out agreements, agreements providing for an overriding royalty interest, agreements providing for a royalty interest, agreements providing for a net profits interest, crude oil or natural gas sales or purchase contracts, joint operating agreements, unit operating agreements, unit agreements, field equipment leases, and agreements restricting any of the Partnership Entities’ ability to operate, obtain, explore for or develop interests in a particular geographic area. Set forth in Schedule 3.15 is a list of all Partnership Oil and Gas Agreements that contain any material restriction on any of the Partnership Entities’ ability to operate, obtain, explore for or develop interests in a particular geographic area. Complete copies of all such Partnership Oil and Gas Agreements have been made available to Buyer.
Properties; Oil and Gas Matters. (a) Except as described in the Vanguard SEC Reports, the oil and natural gas reserve estimates of the Vanguard Parties contained in or incorporated by reference into the Vanguard SEC Reports (the “Vanguard Reserve Reports”) have been prepared by Netherland, Xxxxxx & Associates, Inc. (“NSAI”) and XxXxxxxx and XxxXxxxxxxx (“D&M”), each an independent petroleum engineer with respect to the Vanguard Parties, in accordance with the SEC guidelines applied on a consistent basis throughout the periods invol ved, and none of the Vanguard Parties has any reason to believe that such reserve estimates do not fairly reflect the oil and natural gas reserves of Vanguard and its Subsidiaries as of the dates indicated in the Vanguard SEC Reports.
(b) Except for changes (including Hydrocarbon commodity prices) generally affecting the oil and gas industry, normal depletion by production and changes due to acquisitions made by Vanguard or its Subsidiaries since the date of the Vanguard Reserves Reports, there has been no material change in respect of the matters addressed in the Vanguard Reserve Reports.
(c) All material items of operating equipment, pipelines and facilities owned or leased by any of the Vanguard Entities and used or necessary for use in the operation of the Oil and Gas Properties forming the basis for the reserves reflected in the Vanguard Reserve Report are in a state of repair so as to be adequate for reasonably prudent operations in the areas in which they are operated.
(d) Except for goods and other property sold, used or otherwise disposed of since the date of the Vanguard Reserve Reports in the ordinary course of business or reflected as having been sold, used or otherwise disposed of in the Vanguard SEC Reports (excluding any disclosures included in any “risk factor” section, any other disclosures in such Vanguard SEC Reports to the extent they are predictive or forward looking in nature and any disclosures contained in exhibits to or other documents incorporated by reference into, such Vanguard SEC Reports), as of the date hereof, Vanguard Entities own or have valid leases or contractual rights to, all material equipment and other personal property used or necessary for use in the o peration of their respective Oil and Gas Properties forming the basis for the reserves reflected in the Vanguard Reserve Reports in the manner in which such properties were operated as of the date hereof.
(e) Except for property sold or otherwise disposed of since the dat...
Properties; Oil and Gas Matters. (a) All major items of operating equipment owned or leased by the Company or its subsidiaries are, in the aggregate, in a state of repair so as to be adequate for reasonably prudent operations in the areas in which they are operated, except as would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect.
(b) Except for goods and other property sold, used or otherwise disposed of since the dates of the respective Company Reserve Reports (defined in clause (c) below) in the ordinary course of business or reflected as having been sold, used or otherwise disposed of in the Company SEC Reports, as of the date
Properties; Oil and Gas Matters. (a) For purposes of this Agreement, “Oil and Gas Properties” means direct and indirect interests in and rights with respect to oil, gas, mineral, and related properties and assets of any kind and nature, direct or indirect, including working, leasehold and mineral interests and operating rights and royalties, overriding royalties, production payments, net profit interests and other non-working interests and non-operating interests; all interests in rights with respect to oil, condensate, gas, casinghead gas and other liquid or gaseous hydrocarbons (collectively, “Hydrocarbons”) and other minerals or revenues therefrom, all contracts in connection therewith and claims and rights thereto (including all oil and gas leases, operating agreements, unitization and pooling agreements and orders, division orders, transfer orders, mineral deeds, royalty deeds, oil and gas sales, exchange and processing contracts and agreements, and in each case, interests thereunder), surface interests, fee interests, reversionary interests, reservations, and concessions; all easements, rights of way, licenses, permits, leases, and other interests associated with, appurtenant to, or necessary for the operation of any of the foregoing; and all interests in equipment and machinery (including xxxxx, well equipment and machinery), oil and gas production, gathering, transmission, treating, processing, and storage facilities (including tanks, tank batteries, pipelines, and gathering systems), pumps, water plants, electric plants, gasoline and gas processing plants, refineries, and other tangible personal property and fixtures associated with, appurtenant to, or necessary for the operation of any of the foregoing.
Properties; Oil and Gas Matters. (a) For purposes of this Agreement, “Dorado Oil and Gas Agreements” means the following types of agreements or contracts to which Dorado or any of the Dorado Subsidiaries is a party, whether as an original party, by succession or assignment or otherwise: oil and gas leases, farm-in and farm-out agreements, agreements providing for an overriding royalty interest, agreements providing for a royalty interest, agreements providing for a net profits interest, crude oil or natural gas sales or purchase contracts, joint operating agreements, unit operating agreements, unit agreements, field equipment leases, and agreements restricting Dorado or any of the Dorado Subsidiaries’ ability to operate, obtain, explore for or develop interests in a particular geographic area. Set forth in Schedule 4.13 is a list of all Dorado Oil and Gas Agreements that contain restrictions on Dorado’s or any of the Dorado Subsidiaries’ ability to operate, obtain, explore for or develop interests in a particular geographic area that would reasonably be expected to have a Dorado Material Adverse Effect.
Properties; Oil and Gas Matters. (a) All major items of operating equipment owned or leased by the Company or any of the Company Subsidiaries (i) are, in the aggregate, in a state of repair so as to be adequate in all material respects for reasonably prudent operations in the areas in which they are operated and (ii) are adequate, together with all other properties of the Company and the Company Subsidiaries, to comply, in all material respects, with the requirements of all applicable contracts, including sales contracts.
(b) Except for goods and other property sold, used or otherwise disposed of since September 30, 2011 in the ordinary course of business, the Company and the Company Subsidiaries have good and defensible title to all oil and gas leases and other properties forming the basis for the reserves reflected in the Company Reserve Reports as attributable to interests owned by the Company and the Company Subsidiaries, and to all other properties, interests in properties and assets, real and personal, reflected in the Company Registration Statement as owned by the Company and the Company Subsidiaries, free and clear of any Liens, except: (i) Liens associated with obligations reflected in the Company Reserve Report or the Company Registration Statement filed prior to the date of this Agreement, (ii) Liens for current Taxes not yet due and payable, (iii) such imperfections of title, easements, Liens, government or tribal approvals or other matters and failures of title as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; and (iv) Liens identified in Section 3.20(b) of the Company Disclosure Letter. For purposes of this Agreement, “good and defensible title” means title that is free from reasonable doubt to the end that a prudent person engaged in the business of purchasing and owning, developing, and operating producing oil and gas properties in the geographical areas in which they are located, with knowledge of all of the facts and their legal bearing, would be willing to accept the same acting reasonably.
(c) Except for goods and other property sold, used or otherwise disposed of since September 30, 2011 in the ordinary course of business, the Company and the Company Subsidiaries have good and defensible title to (or good and valid leases with respect to) all material equipment and other personal property used or necessary for use in the operation of its oil and gas leases and other properties in the manner in which such ...
Properties; Oil and Gas Matters. (a) All major items of operating equipment owned or leased by the Company or any of the Company Subsidiaries (i) are, in the aggregate, in a state of repair so as to be adequate in all material respects for reasonably prudent operations in the areas in which they are operated and (ii) are adequate, together with all other properties of the Company and the Company Subsidiaries, to comply, in all material respects, with the requirements of all applicable contracts, including sales contracts.
(b) Except for goods and other property sold, used or otherwise disposed of since September 30, 2011 in the ordinary course of business, the Company and the Company Subsidiaries have good and defensible title to all oil and gas leases and other properties forming the basis for the reserves reflected in the Company Reserve Reports as attributable to interests owned by the Company and the Company Subsidiaries, and to all other properties, interests in properties and assets, real and personal, reflected in the Company Registration Statement as owned by the Company and the Company Subsidiaries, free and clear of any Liens, except: (i) Liens associated with obligations reflected in the Company Reserve Report or the Company Registration Statement filed prior to the date of this Agreement, (ii) Liens for
Properties; Oil and Gas Matters. (a) For purposes of this Agreement, “Oil and Gas Agreements” means the following types of agreements or contracts to which either of the Operating Entities is a party, whether as an original party, by succession or assignment or otherwise with respect to the Oil and Gas Properties forming the basis for the reserves reflected in the Reserve Report: oil and gas leases, farm-in and farm-out agreements, agreements providing for an overriding royalty interest, agreements providing for a royalty interest, agreements providing for a net profits interest, crude oil or natural gas sales or purchase contracts, joint operating agreements, unit operating agreements, unit agreements, field equipment leases, and agreements restricting any of the Operating Entities’ ability to operate, obtain, explore for or develop interests in a particular geographic area. Complete copies of all such Oil and Gas Agreements have been made available to the Nami Parties.
