Common use of Properties; Oil and Gas Matters Clause in Contracts

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 development costs supplied by SEP I to the Reservoir Engineers were prepared in good faith by the management of SOG. (c) There has been no change in respect of the matters addressed in the Reserve Report that would have a Contributed Business Material Adverse Effect.

Properties; Oil and Gas Matters. (a) All major items of operating equipment, equipment owned or leased, that comprise the Contributed Assets leased by Edge 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. (b) Except for goods (including Hydrocarbons hydrocarbons produced from SEP IIIEdge’s consolidated oil and gas properties) and other property sold, used or otherwise disposed of since the date dates of the respective Edge Reserve Report Reports in the ordinary course of business, SEP III has as of the date hereof, Edge and its subsidiaries have good and defensible title to all the Oil oil and Gas Properties gas properties forming the basis for the reserves reflected in the reserve report reports of Xxxxx Xxxxx Company, L.P. and X. X. Xxx Xxxxxx & Co. (together, the “Edge Reservoir Engineers”), as of June 30, 2011, in each case relating to SEP I’s Edge interests referred to therein that have subsequently been transferred to the Company as of December 31, 2007 (the “Edge Reserve ReportReports”), and in each case as attributable to interests owned by Edge and its subsidiaries, free and clear of any Liensliens, except for Permitted Liens and the following liens or other imperfections of title: (i) Liens reflected in liens arising under the Reserve Report; Edge Credit Agreement, (ii) Liens liens for current Taxes or assessments not yet delinquent or, if delinquent, being contested in good faith by appropriate actions, (iii) liens in favor of the operator arising under operating agreements and statutory Liens liens securing payment by the first purchaser to the producer; , (iiiiv) imperfections of title that do not (A) materially interfere with the use, operation and possession of any property, (B) materially reduce the value of any of the Contributed Assets Edge Property or (BC) interfere with the production and sale of Hydrocarbons hydrocarbons for the account of SEP III Edge from any of the Contributed AssetsEdge Property; and (ivv) Liens liens, charges 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 Edge or its predecessors in title to, or the receipt of production revenues from, the property affected thereby. The historical information supplied by SEP I Edge to the Edge Reservoir Engineers underlying the estimates of the reserves reflected in the Edge Reserve ReportReports, 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 Edge and its subsidiaries, was true and correct in all material respects on the date such information was supplied to the Edge Reservoir Engineers. To SEP I’s knowledge, the The estimates of future capital expenditures and other future exploration and development costs supplied by SEP I Edge to the Edge Reservoir Engineers were prepared in good faith by the management of SOGEdge. (c) There has been no change For the purposes of this Agreement, “good and defensible title” means defensible title of record in respect of the matters addressed in the Reserve Report that would have a Contributed Business Material Adverse EffectEdge or its subsidiaries, or Parent or its subsidiaries, as applicable.

Properties; Oil and Gas Matters. (a) All major items of operating equipment, equipment owned or leased, that comprise the Contributed Assets leased by Parent 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 Parent Material Adverse Effect. (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 dates of the respective Reserve Report Reports (defined in clause (c) below) in the ordinary course of businessbusiness or reflected as having been sold, SEP III has used or otherwise disposed of in the Parent SEC Reports, as of the date hereof, Parent 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. (c) Except for property sold or otherwise disposed of since the dates of the respective Reserve Reports (defined below) in the ordinary course of business or reflected as having been sold or otherwise disposed of in the Parent SEC Reports, as of the date hereof, Parent and its subsidiaries have good and defensible title to all the Oil and Gas Properties forming the basis for the reserves reflected in the reserve report reports of Xxxxx Xxxxx CompanyNetherland, L.P. (the “Reservoir Engineers”)Xxxxxx & Associates, as of June 30, 2011, Inc. in each case relating to SEP I’s Parent interests referred to therein that have subsequently been transferred as of December 31, 2006 and in the internal reserve reports prepared by Parent and furnished to the Company (the “Parent Reserve ReportReports”), and in each case as attributable to interests owned by Parent and its subsidiaries, free and clear of any Liensliens, except for Permitted Liens except: (a) liens reflected in the Parent Reserve Reports or in Parent SEC Documents filed prior to the date of this Agreement, and the following liens or other (b) such imperfections of title: (i) Liens reflected , easements, liens, government or tribal approvals or other matters and failures of title as would not, individually or in the Reserve Report; (ii) Liens in favor of aggregate, have a Parent Material Adverse Effect. Except as would not reasonably be expected to have a Parent Material Adverse Effect, all material proceeds from 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 hydrocarbons produced from the account Oil and Gas Properties of SEP III from any of the Contributed Assets; Parent and (iv) Liens and irregularities its subsidiaries are being received by them 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, a timely manner and are not reasonably expected to affect or interruptbeing held in suspense for any reason. To Parent’s knowledge, 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 gross and net revenue information relating to interests owned by SEP I undeveloped acreage of Parent and its subsidiaries, subsidiaries as reported in Parent’s most recent Form 10-K filed with SEC was true and correct in all material respects on as of the date of such information was supplied to the Reservoir Engineers. To SEP I’s knowledgeForm 10-K, the estimates of future capital expenditures and other future exploration and development costs supplied by SEP I to the Reservoir Engineers were prepared in good faith by the management of SOG. (c) There has there have been no change changes in respect of the matters addressed in the Reserve Report that would such gross and net undeveloped acreage since such date which have had or could reasonably be expected to have a Contributed Business Parent Material Adverse Effect. (d) The leases and other agreements pursuant to which Parent and its subsidiaries lease or otherwise acquire or obtain operating rights affecting any real or personal property given value in the Parent Reserve Reports are in good standing, valid and effective, and the rentals due by Parent or any of its subsidiaries to any lessor of any such oil and gas leases have been properly paid, except in each case as would not, individually or in the aggregate, have a Parent Material Adverse Effect. Parent and its subsidiaries have paid all royalties, overriding royalties and other burdens on production due by Parent and its subsidiaries with respect to their Oil and Gas Properties, except for any non-payment of which individually or in the aggregate has not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect on Parent or its subsidiaries. (e) All information (excluding assumptions and estimates but including the statement of the percentage of reserves from the oil and gas xxxxx and other interests evaluated therein to which Parent or its subsidiaries are entitled and the percentage of the costs and expenses related to such xxxxx or interests to be borne by Parent or its subsidiaries) supplied to Netherland, Xxxxxx & Associates, Inc., in each case relating to Parent’s interests referred to in the Parent Reserve Reports as of December 31, 2006, by or on behalf of Parent and its subsidiaries that was material to such firms’ estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its subsidiaries in connection with the preparation of the Parent Reserve Reports was (at the time supplied or as modified or amended prior to the issuance of the Parent Reserve Reports) to Parent’s knowledge accurate in all material respects and Parent has no knowledge of any material errors in such information that existed at the time of such issuance. (f) Except as would not reasonably be expected to have a Parent Material Adverse Effect, all Oil and Gas Properties operated by Parent or its subsidiaries have been operated in accordance with reasonable, prudent oil and gas field practices and in compliance with the applicable oil and gas leases and applicable law. (g) Neither Parent nor any of its subsidiaries has produced hydrocarbons from its Oil and Gas Properties in excess of regulatory allowables or other applicable limits on production that could result in curtailment of production from any such property, except any such violations which, individually or in the aggregate, have not had, and would not be reasonably likely to have or result in, a Parent Material Adverse Effect.

Properties; Oil and Gas Matters. (a) All major items of operating equipment, equipment owned or leased, that comprise leased by Quest or its Subsidiaries in connection with the Contributed Assets operation of its Oil and Gas Properties 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 have not and are not reasonably likely to have, individually or in the aggregate, a Quest Material Adverse Effect. (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 dates of the respective Reserve Report Reports (defined in clause (c) below) in the ordinary course of businessbusiness or reflected as having been sold, SEP III has used or otherwise disposed of in the Quest SEC Reports, as of the date of this Agreement, Quest 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. (c) Except for property sold or otherwise disposed of since the dates of the respective Reserve Reports in the ordinary course of business or reflected as having been sold or otherwise disposed of in the Quest SEC Reports, as of the date of this Agreement, Quest and its Subsidiaries have good and defensible title to all the Oil and Gas Properties forming the basis for the reserves reflected in the reserve report reports of Xxxxx Xxxxx CompanyCxxxxx, L.P. Gxxxxxxxx & Associates, Inc. (the “Reservoir EngineersCGAI”), relating to Quest interests referred to therein as of June 30, 2011, relating 2007 and in the internal reserve reports prepared by Quest and furnished to SEP I’s interests referred to therein that have subsequently been transferred to the Company Pinnacle (the “Quest Reserve ReportReports”), and in each case as attributable to interests owned by Quest and its Subsidiaries, free and clear of any Liensliens, except for Permitted Liens except: (a) liens reflected in the Quest Reserve Reports or in Quest SEC Documents filed prior to the date of this Agreement, and the following liens or other (b) such imperfections of title: (i) Liens reflected , easements, liens, government or tribal approvals or other matters and failures of title as, individually or 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 reasonsaggregate, have not affected or interrupted, had and are not reasonably expected likely to affect have a Quest Material Adverse Effect. Except as has not had and is not reasonably likely to have, individually or interruptin the aggregate, a Quest Material Adverse Effect, all material proceeds from the sale of hydrocarbons produced from the Oil and Gas Properties of Quest and its Subsidiaries are being received by them in a timely manner and are not being held in suspense for any reason. To Quest’s knowledge, the claimed ownership gross and net undeveloped acreage of SEP III or Quest and its predecessors Subsidiaries as reported in title to, or the receipt of production revenues from, the property affected thereby. The historical information supplied by SEP I Quest’s most recent Form 10-K filed with SEC prior to the Reservoir Engineers underlying the estimates of the reserves reflected this Agreement and 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, Form S-1 was true and correct in all material respects on as of the date of such information was supplied to the Reservoir Engineers. To SEP I’s knowledgeForm 10-K and Form S-1, the estimates of future capital expenditures respectively, and other future exploration and development costs supplied by SEP I to the Reservoir Engineers were prepared in good faith by the management of SOG. (c) There has there have been no change changes in respect of the matters addressed such gross and net undeveloped acreage since such date which, individually or in the Reserve Report that would aggregate, have had or are reasonably likely to have a Contributed Business Quest Material Adverse Effect. (d) Except as set forth in Section 6.27(d) of the Quest Disclosure Letter, the leases and other agreements pursuant to which Quest and its Subsidiaries lease or otherwise acquire or obtain operating rights affecting any real or personal property given value in the Quest Reserve Reports are in good standing, valid and effective, and the rentals due by Quest or any of its Subsidiaries to any lessor of any such oil and gas leases have been properly paid, except in each case as, individually or in the aggregate, have not had and are not reasonably likely to have a Quest Material Adverse Effect. Quest and its Subsidiaries have paid all royalties, overriding royalties and other burdens on production due by Quest and its Subsidiaries with respect to their Oil and Gas Properties, except for any non-payment of which, individually or in the aggregate, has not had and is not reasonably likely to have a Quest Material Adverse Effect. (e) All information (excluding assumptions and estimates but including the statement of the percentage of reserves from the oil and gas wxxxx and other interests evaluated therein to which Quest or its Subsidiaries are entitled and the percentage of the costs and expenses related to such wxxxx or interests to be borne by Quest or its Subsidiaries) supplied to CGAI, in each case relating to Quest’s interests referred to in the Quest Reserve Reports as of December 31, 2006, by or on behalf of Quest and its Subsidiaries that was material to such firms’ estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Quest and its Subsidiaries in connection with the preparation of the Quest Reserve Reports was (at the time supplied or as modified or amended prior to the issuance of the Quest Reserve Reports) to Quest’s knowledge accurate in all material respects and Quest has no knowledge of any material errors in such information that existed at the time of such issuance. (f) Except as has not had and is not reasonably likely to have, individually or in the aggregate, a Quest Material Adverse Effect, all Oil and Gas Properties operated by Quest or its Subsidiaries have been operated in accordance with reasonable, prudent oil and gas field practices and in compliance with the applicable oil and gas leases and applicable law. (g) Neither Quest nor any of its Subsidiaries has produced hydrocarbons from its Oil and Gas Properties in excess of regulatory allowables or other applicable limits on production that could result in curtailment of production from any such property, except any such violations which, individually or in the aggregate, have not had and are not reasonably likely to have a Quest Material Adverse Effect. (h) Except as set forth in Section 6.27(h) of the Quest Disclosure Letter, none of the material Oil and Gas Properties of Quest or any of its Subsidiaries is subject to any preferential purchase, consent or similar right which would become operative as a result of the transactions contemplated by this Agreement. (i) Except as set forth in Section 6.27(i) of the Quest Disclosure Letter, none of the Oil and Gas Properties of Quest or any of its Subsidiaries are subject to any tax partnership agreement or provisions requiring a partnership income tax return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code. (j) Attached as Section 6.27(j) of the Quest Disclosure Letter is a schedule of all remaining costs and expenses for the plugging and abandonment by Quest of wxxxx for which Quest is liable pursuant to any Applicable Law or contract, which schedule is true and correct as of its date.

Properties; Oil and Gas Matters. (a) All major items of operating equipment, equipment owned or leased, that comprise the Contributed Assets leased by Parent 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. (b) Except for goods (including Hydrocarbons hydrocarbons produced from SEP IIIParent’s consolidated oil and gas properties) and other property sold, used or otherwise disposed of since the date dates of the respective Parent Reserve Report Reports in the ordinary course of business, SEP III has as of the date hereof, Parent and its subsidiaries have good and defensible title to all the Oil oil and Gas Properties gas properties forming the basis for the reserves reflected in the reserve report reports of Xxxxx Xxxxx CompanyXxxxxx, L.P. Xxxxxxxxx & Associates, Inc. and by Xxx Xxxxxxx & Associates, Inc. (the “Parent Reservoir Engineers”), as of June 30, 2011, in each case relating to SEP I’s Parent interests referred to therein that have subsequently been transferred to the Company as of December 31, 2007 (the “Parent Reserve ReportReports”), and in each case as attributable to interests owned by Parent and its subsidiaries, free and clear of any Liensliens, except for Permitted Liens and the following liens or other imperfections of title: (i) Liens liens reflected in the Parent Reserve Report; Reports, (ii) Liens liens for current Taxes or assessments not yet delinquent or, if delinquent, being contested in good faith by appropriate actions, (iii) liens in favor of the operator arising under operating agreements and statutory Liens liens securing payment by the first purchaser to the producer; , (iiiiv) imperfections of title that do not (A) materially interfere with the use, operation and possession of any property, (B) materially reduce the value of any of the Contributed Assets Parent Property or (BC) interfere with the production and sale of Hydrocarbons hydrocarbons for the account of SEP III Parent from any of the Contributed AssetsParent Property; and (ivv) Liens liens, charges 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 Parent or its predecessors in title to, or the receipt of production revenues from, the property affected thereby. The historical information supplied by SEP I Parent to the Parent Reservoir Engineers underlying the estimates of the reserves reflected in the Parent Reserve ReportReports, 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 Parent and its subsidiaries, was true and correct in all material respects on the date such information was supplied to the Parent Reservoir Engineers. To SEP I’s knowledge, the The estimates of future capital expenditures and other future exploration and development costs supplied by SEP I Parent to the Parent Reservoir Engineers were prepared in good faith by the management of SOGParent. (c) There has been no change in respect Section 3.12 to the Parent Schedule lists all Parent Properties which have different before payout and after payout interests, together with the approximate amount of the matters addressed in payout balance with respect to each such property as of the Reserve Report that would have a Contributed Business Material Adverse Effectdate indicated.

Properties; Oil and Gas Matters. (a) All major items of operating equipment, equipment owned or leased, that comprise leased by Quest or its Subsidiaries in connection with the Contributed Assets operation of its Oil and Gas Properties 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 have not and are not reasonably likely to have, individually or in the aggregate, a Quest Material Adverse Effect. (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 dates of the respective Reserve Report Reports (defined in clause (c) below) in the ordinary course of businessbusiness or reflected as having been sold, SEP III has used or otherwise disposed of in the Quest SEC Reports, as of the date of this Agreement, Quest 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. (c) Except for property sold or otherwise disposed of since the dates of the respective Reserve Reports in the ordinary course of business or reflected as having been sold or otherwise disposed of in the Quest SEC Reports, as of the date of this Agreement, Quest and its Subsidiaries have good and defensible title to all the Oil and Gas Properties forming the basis for the reserves reflected in the reserve report reports of Xxxxx Xxxxx CompanyXxxxxx, L.P. Xxxxxxxxx & Associates, Inc. (the “Reservoir Engineers”"CGAI"), relating to Quest interests referred to therein as of June 30, 2011, relating 2007 and in the internal reserve reports prepared by Quest and furnished to SEP I’s interests referred to therein that have subsequently been transferred to the Company Pinnacle (the “"Quest Reserve Report”Reports"), and in each case as attributable to interests owned by Quest and its Subsidiaries, free and clear of any Liensliens, except for Permitted Liens except: (a) liens reflected in the Quest Reserve Reports or in Quest SEC Documents filed prior to the date of this Agreement, and the following liens or other (b) such imperfections of title: (i) Liens reflected , easements, liens, government or tribal approvals or other matters and failures of title as, individually or 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 reasonsaggregate, have not affected or interrupted, had and are not reasonably expected likely to affect have a Quest Material Adverse Effect. Except as has not had and is not reasonably likely to have, individually or interruptin the aggregate, a Quest Material Adverse Effect, all material proceeds from the sale of hydrocarbons produced from the Oil and Gas Properties of Quest and its Subsidiaries are being received by them in a timely manner and are not being held in suspense for any reason. To Quest's knowledge, the claimed ownership gross and net undeveloped acreage of SEP III or Quest and its predecessors Subsidiaries as reported in title to, or the receipt of production revenues from, the property affected thereby. The historical information supplied by SEP I Quest's most recent Form 10-K filed with SEC prior to the Reservoir Engineers underlying the estimates of the reserves reflected this Agreement and 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, Form S-1 was true and correct in all material respects on as of the date of such information was supplied to the Reservoir Engineers. To SEP I’s knowledgeForm 10-K and Form S-1, the estimates of future capital expenditures respectively, and other future exploration and development costs supplied by SEP I to the Reservoir Engineers were prepared in good faith by the management of SOG. (c) There has there have been no change changes in respect of the matters addressed such gross and net undeveloped acreage since such date which, individually or in the Reserve Report that would aggregate, have had or are reasonably likely to have a Contributed Business Quest Material Adverse Effect. (d) Except as set forth in Section 6.27(d) of the Quest Disclosure Letter, the leases and other agreements pursuant to which Quest and its Subsidiaries lease or otherwise acquire or obtain operating rights affecting any real or personal property given value in the Quest Reserve Reports are in good standing, valid and effective, and the rentals due by Quest or any of its Subsidiaries to any lessor of any such oil and gas leases have been properly paid, except in each case as, individually or in the aggregate, have not had and are not reasonably likely to have a Quest Material Adverse Effect. Quest and its Subsidiaries have paid all royalties, overriding royalties and other burdens on production due by Quest and its Subsidiaries with respect to their Oil and Gas Properties, except for any non-payment of which, individually or in the aggregate, has not had and is not reasonably likely to have a Quest Material Adverse Effect. (e) All information (excluding assumptions and estimates but including the statement of the percentage of reserves from the oil and gas xxxxx and other interests evaluated therein to which Quest or its Subsidiaries are entitled and the percentage of the costs and expenses related to such xxxxx or interests to be borne by Quest or its Subsidiaries) supplied to CGAI, in each case relating to Quest's interests referred to in the Quest Reserve Reports as of December 31, 2006, by or on behalf of Quest and its Subsidiaries that was material to such firms' estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Quest and its Subsidiaries in connection with the preparation of the Quest Reserve Reports was (at the time supplied or as modified or amended prior to the issuance of the Quest Reserve Reports) to Quest's knowledge accurate in all material respects and Quest has no knowledge of any material errors in such information that existed at the time of such issuance. (f) Except as has not had and is not reasonably likely to have, individually or in the aggregate, a Quest Material Adverse Effect, all Oil and Gas Properties operated by Quest or its Subsidiaries have been operated in accordance with reasonable, prudent oil and gas field practices and in compliance with the applicable oil and gas leases and applicable law. (g) Neither Quest nor any of its Subsidiaries has produced hydrocarbons from its Oil and Gas Properties in excess of regulatory allowables or other applicable limits on production that could result in curtailment of production from any such property, except any such violations which, individually or in the aggregate, have not had and are not reasonably likely to have a Quest Material Adverse Effect. (h) Except as set forth in Section 6.27(h) of the Quest Disclosure Letter, none of the material Oil and Gas Properties of Quest or any of its Subsidiaries is subject to any preferential purchase, consent or similar right which would become operative as a result of the transactions contemplated by this Agreement. (i) Except as set forth in Section 6.27(i) of the Quest Disclosure Letter, none of the Oil and Gas Properties of Quest or any of its Subsidiaries are subject to any tax partnership agreement or provisions requiring a partnership income tax return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code. (j) Attached as Section 6.27(j) of the Quest Disclosure Letter is a schedule of all remaining costs and expenses for the plugging and abandonment by Quest of xxxxx for which Quest is liable pursuant to any Applicable Law or contract, which schedule is true and correct as of its date.

Properties; Oil and Gas Matters. (a) All major items of operating equipment, equipment owned or leased, that comprise leased by any QELP Entity in connection with the Contributed Assets operation of its Oil and Gas Properties 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 have not had and are not reasonably likely to have, individually or in the aggregate, a QELP Material Adverse Effect. (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 QELP Reserve Report in the ordinary course of businessbusiness or reflected as having been sold, SEP III has used or otherwise disposed of in the QELP Reports, as of the date of this Agreement, the QELP Entities have good title to, or valid leases or contractual rights to, all equipment and other personal property used or necessary for use in the operation of their Oil and Gas Properties in the manner in which such properties were operated prior to the date hereof. (c) Except for property sold or otherwise disposed of since the date of the QELP Reserve Report in the ordinary course of business or reflected as having been sold or otherwise disposed of in the QELP Reports, as of the date of this Agreement, the QELP Entities have good and defensible title to all the Oil and Gas Properties forming the basis for the reserves owned by QELP and reflected in the reserve table under “Business—Oil and Gas Data” in QELP’s Annual Report on Form 10-K for the year ended December 31, 2008 and the report of Xxxxx Xxxxx Company, L.P. (the “Reservoir Engineers”), as of June 30, 2011, Xxxxxx relating to SEP IQELP’s interests referred to therein that have subsequently been transferred to the Company as of December 31, 2008 (the “QELP Reserve Report”), and in each case as attributable to interests owned by the QELP Entities, free and clear of any Liensliens, except for Permitted Liens except: (a) liens reflected in the QELP Reserve Report or in a QELP Report filed prior to the date of this Agreement, and the following liens or other (b) such imperfections of title: (i) Liens reflected , easements, liens, government or tribal approvals or other matters and failures of title as, individually or 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 reasonsaggregate, have not affected or interrupted, had and are not reasonably expected likely to affect have a QELP Material Adverse Effect. Except as have not had and are not reasonably likely to have, individually or interruptin the aggregate, a QELP Material Adverse Effect, all material proceeds from the claimed ownership sale of SEP III or its predecessors hydrocarbons produced from the Oil and Gas Properties of the QELP Entities are being received by them in title to, or the receipt of production revenues from, the property affected therebya timely manner and are not being held in suspense for any reason. The historical information supplied by SEP I to the Reservoir Engineers underlying the estimates gross and net undeveloped acreage of the reserves reflected QELP Entities as most recently reported 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, a QELP Report was true and correct in all material respects on as of the date of such information was supplied to the Reservoir Engineers. To SEP I’s knowledgeQELP Report, the estimates of future capital expenditures and other future exploration and development costs supplied by SEP I to the Reservoir Engineers were prepared in good faith by the management of SOG. (c) There has there have been no change changes in respect of the matters addressed in the Reserve Report that would such gross and net undeveloped acreage since such date which have had or are reasonably likely to have a Contributed Business QELP Material Adverse Effect. (d) The leases and other agreements pursuant to which the QELP Entities lease or otherwise acquire or obtain operating rights affecting any real or personal property given value in the QELP Reserve Report are in good standing, valid and effective, and the rentals due by any QELP Entity to any lessor of any such oil and gas leases have been properly paid, except in each case as, individually or in the aggregate, have not had and are not reasonably likely to have a QELP Material Adverse Effect. The QELP Entities have paid all royalties, overriding royalties and other burdens on production due by the QELP Entities with respect to their Oil and Gas Properties, except for any non-payment of which, individually or in the aggregate, has not had and is not reasonably likely to have a QELP Material Adverse Effect. (e) All information (excluding assumptions and estimates but including the statement of the percentage of reserves from the oil and gas xxxxx and other interests evaluated therein to which any QELP Entity is entitled and the percentage of the costs and expenses related to such xxxxx or interests to be borne by any QELP Entity) supplied to Xxxxxx relating to QELP’s interests referred to in the QELP Reserve Report as of December 31, 2008, by or on behalf of the QELP Entities that was material to such firm’s estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of the QELP Entities in connection with the preparation of the QELP Reserve Report was (at the time supplied or as modified or amended prior to the issuance of the QELP Reserve Report) accurate in all material respects and there are no material errors in such information that existed at the time of such issuance. (f) Except as has not had and is not reasonably likely to have, individually or in the aggregate, a QELP Material Adverse Effect, all Oil and Gas Properties operated by any QELP Entity have been operated in accordance with reasonable, prudent oil and gas field practices and in compliance with the applicable oil and gas leases and Applicable Laws. (g) No QELP Entity has produced hydrocarbons from its Oil and Gas Properties in excess of regulatory allowances or other applicable limits on production that could result in curtailment of production from any such property, except any such violations which, individually or in the aggregate, have not had and are not reasonably likely to have a QELP Material Adverse Effect. (h) None of the material Oil and Gas Properties of any QELP Entity is subject to any preferential purchase, consent or similar right which would become operative as a result of the transactions contemplated by this Agreement. (i) None of the Oil and Gas Properties of any QELP Entity are subject to any Tax partnership agreement or provisions requiring a partnership income Tax return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Properties; Oil and Gas Matters. (a) All major items of operating equipment, equipment owned or leased, that comprise the Contributed Assets leased by Parent 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, be reasonably expected to have a Parent Material Adverse Effect. (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 dates of the respective Reserve Report Reports (defined in clause (c) below) in the ordinary course of businessbusiness or reflected as having been sold, SEP III has used or otherwise disposed of in the Parent SEC Reports, as of the date hereof, Parent 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. (c) Except for property sold or otherwise disposed of since the dates of the respective Reserve Reports (defined below) in the ordinary course of business or reflected as having been sold or otherwise disposed of in the Parent SEC Reports, as of the date hereof, Parent and its subsidiaries have 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. Parent SEC Documents (the “Reservoir EngineersParent Reserve Reports”), and in each case as of June 30, 2011, relating attributable to SEP I’s interests referred to therein that have subsequently been transferred to the Company (the “Reserve Report”)owned by Parent and its subsidiaries, free and clear of any Liensliens and/or encumbrances, except for Permitted Liens except: (a) liens reflected in the Parent Reserve Reports or in Parent SEC Documents filed prior to the date of this Agreement, and the following liens or other (b) such imperfections of title: (i) Liens reflected , easements, liens, government or tribal approvals or other matters and failures of title as would not, individually or in the Reserve Report; (ii) Liens aggregate, be reasonably expected to have a Parent Material Adverse Effect. Except as would not, individually or in favor of the operator arising under operating agreements and statutory Liens securing payment by aggregate, be reasonably expected to have a Parent Material Adverse Effect, all material proceeds from 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 hydrocarbons produced from the account Oil and Gas Properties of SEP III from any of the Contributed Assets; Parent and (iv) Liens and irregularities its subsidiaries are being received by them 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, a timely manner and are not reasonably expected to affect or interruptbeing held in suspense for any reason. To Parent’s knowledge, 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 gross and net revenue information relating to interests owned by SEP I undeveloped acreage of Parent and its subsidiaries, subsidiaries as reported in Parent’s most recent Form 10-K filed with SEC was true and correct in all material respects on as of the date of such information was supplied to the Reservoir Engineers. To SEP I’s knowledgeForm 10-K, the estimates of future capital expenditures and other future exploration and development costs supplied by SEP I to the Reservoir Engineers were prepared in good faith by the management of SOG. (c) There has there have been no change changes in respect of the matters addressed in the Reserve Report that would such gross and net undeveloped acreage since such date which have or could reasonably be expected to have a Contributed Business Parent Material Adverse Effect. (d) The leases and other agreements pursuant to which Parent and its subsidiaries lease or otherwise acquire or obtain operating rights affecting any real or personal property given value in the Parent Reserve Reports are in good standing, valid and effective, and the rentals due by Parent or any of its subsidiaries to any lessor of any such oil and gas leases have been properly and timely paid, except in each case as would not, individually or in the aggregate, be reasonably expected to have a Parent Material Adverse Effect. Parent and its subsidiaries have paid all royalties, minimum royalties, overriding royalties and other burdens on production due by Parent and its subsidiaries with respect to their Oil and Gas Properties, except for any non-payment of which individually or in the aggregate has not had, and would not reasonably be expected to have a Parent Material Adverse Effect. (e) All information (excluding assumptions and estimates but including the statement of the percentage of reserves from the oil and gas xxxxx and other interests evaluated therein to which Parent or its subsidiaries are entitled and the percentage of the costs and expenses related to such xxxxx or interests to be borne by Parent or its subsidiaries), in each case relating to Parent’s interests referred to in the Parent Reserve Reports, by or on behalf of Parent and its subsidiaries that was material its estimates of proved oil and gas reserves attributable to the Oil and Gas Properties of Parent and its subsidiaries was (at the time of the issuance of the Parent Reserve Reports) to Parent’s knowledge accurate in all material respects and Parent has no knowledge of any material errors in such information that existed at the time. (f) Except as would not, individually or in the aggregate, be reasonably expected to have a Parent Material Adverse Effect, all Oil and Gas Properties operated by Parent or its subsidiaries have been operated in accordance with reasonable, prudent oil and gas field practices and in compliance with the applicable oil and gas leases and applicable law. (g) Except as would not, individually or in the aggregate, be reasonably expected to have a Parent Material Adverse Effect, neither Parent nor any of its subsidiaries has produced hydrocarbons from its Oil and Gas Properties in excess of regulatory allowables or other applicable limits on production that could result in curtailment of production from any such property.