Common use of Properties; Titles, Etc Clause in Contracts

Properties; Titles, Etc. (a) Except as disclosed in Schedule 7.17, the Loan Parties have good and defensible title in all material respects to the proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report (excluding, to the extent this representation and warranty is deemed to be made after the Effective Date, any such Oil and Gas Properties sold or transferred in compliance with Section 9.12) and good title in all material respects to all their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, each Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate any Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Loan Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of each Loan Party are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which could reasonably be expected to result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by each Loan Party including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit each Loan Party to conduct its business in all material respects in the same manner as such business has been conducted prior to the date hereof. (d) All of the material Properties of each Loan Party which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by each Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party either owns or has valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. (a) Except as disclosed in Schedule 7.17, the Loan Parties have each Credit Party has good and defensible title in all material respects to the proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report (excluding, to the extent this representation and warranty is deemed to be made after the Effective Date, any such Oil and Gas Properties sold or transferred in compliance with Section 9.12) and good title in all material respects to all their its personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, each Loan a Credit Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate any Loan such Credit Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Loan such Credit Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of each Loan Party the Credit Parties are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which could reasonably be expected to result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by each Loan Party the Credit Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit each Loan Party the Credit Parties to conduct its their business in all material respects in the same manner as such its business has been conducted prior to the date hereof. (d) All of the material Properties of each Loan Party the Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) Each Loan Credit Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by each Loan such Credit Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party The Credit Parties either owns own or has have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.. CHAPARRAL ENERGY, L.L.C. CREDIT AGREEMENT

Properties; Titles, Etc. (a) Except as disclosed in Schedule 7.17, Each of the Loan Parties have good and defensible title in all material respects to the proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report (excluding, to the extent this representation and warranty is deemed to be made after the Effective Date, any such Oil and Gas Properties sold or transferred in compliance with Section 9.12) and their Subsidiaries has good title in all material respects to all of their personal material Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Permitted Liens, each Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate any Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Loan Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of each the Loan Party Parties and their Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or any event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which leases that could reasonably be expected to result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by each the Loan Party including, without limitation, Parties and their Subsidiaries including all easements and rights of wayReal Property Rights, include all rights and Properties necessary to permit each Loan Party the Borrower and its Subsidiaries to conduct its their respective business in all material respects in the same manner as such their business has been conducted prior to the date hereof. (d) Each of the Loan Parties and their Subsidiaries has complied with all material obligations under the Real Property Rights to which they are a party and all such Real Property Rights are in full force and effect in all material respects. Each of the Loan Parties and their Subsidiaries enjoys peaceful and undisturbed possession under all such Real Property Rights except for minor disturbances which could not, individually or in the aggregate, materially interfere with or impact the business or operations of any Loan Party or any of its Subsidiaries or materially detract from the value or use of such Real Property Rights. (e) All of the material Properties of each the Loan Party Parties and their Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition (ordinary wear and tear excepted) and are maintained in accordance with prudent business standards. (ef) Each Loan Party owns, and each Subsidiary of each Loan Party owns or is licensed to use, use all trademarks, tradenames, copyrights, patents Intellectual Property necessary for the Loan Parties to own and other intellectual Property material operate their properties and to its businesscarry on their businesses as presently conducted and planned to be conducted by such Loan Parties and Subsidiaries, and to the knowledge of the Loan Parties, the use thereof and operation of their businesses by each such Loan Party Parties and such Subsidiaries does not infringe upon upon, misappropriate or otherwise violate the rights of any other Person, except for Person in any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effectmaterial respect. Each of the Loan Parties and each Subsidiary of each Loan Party either has used commercially reasonable efforts to protect and maintain its ownership of, and the validity and enforceability of, all Intellectual Property necessary for the operation of their respective businesses. (g) Schedule 7.01(b) lists completely and correctly all Real Property Rights leased by each Loan Party and the lessors thereof. No Loan Party owns or has valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used any fee interest in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effectany Real Property Rights.

Properties; Titles, Etc. (a) Except as disclosed in Schedule 7.17, Each of the Loan Parties have and their Subsidiaries has (i) good and defensible title in all material respects to the proved Oil its respective real Properties and Gas Properties evaluated in the most recently delivered Reserve Report (excluding, to the extent this representation and warranty is deemed to be made after the Effective Date, any such Oil and Gas Properties sold or transferred in compliance with Section 9.12ii) and good title in all material respects to all of their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Permitted Liens, each Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate any Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Loan Party’s net revenue interest in such Property. (bi) All material leases and agreements necessary for the conduct of the business of each the Loan Party Parties and their Subsidiaries are valid and subsisting, in full force and effect, and (ii) there exists no default or any event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which except where such non-compliance could not reasonably be expected to result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by each the Loan Party including, without limitation, Parties and their Subsidiaries including all easements and rights of wayReal Property Rights, include all rights and Properties necessary to permit each Loan Party the Parent and its Subsidiaries to conduct its their respective business in all material respects in the same manner as such their business has been conducted prior to the date hereof. (d) Each of the Loan Parties and their Subsidiaries has complied with all obligations under the Material Real Property Rights to which they are a party and all such Material Real Property Rights are in full force and effect in all material respects. Each of the Loan Parties and their Subsidiaries enjoys peaceful and undisturbed possession under all such Material Real Property Rights except for minor disturbances which could not, individually or in the aggregate, materially interfere with or impact the business or operations of any Loan Party or any of its Subsidiaries or materially detract from the value or use of such Material Real Property Rights. (e) All of the material Properties of each the Loan Party Parties and their Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition (ordinary wear and tear excepted) and are maintained in accordance with prudent business standards. (ef) Each Loan Party owns, and each Subsidiary of each Loan Party owns or is licensed to use, use all trademarks, tradenames, copyrights, patents Intellectual Property necessary for the Loan Parties to own and other intellectual Property material operate their properties and to its businesscarry on their businesses as presently conducted and planned to be conducted by such Loan Parties and Subsidiaries, and the use thereof and operation of their businesses by each such Loan Party Parties and such Subsidiaries does not infringe upon upon, misappropriate or otherwise violate the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each of the Loan Parties and each Subsidiary of each Loan Party either owns or has valid licenses or other rights used commercially reasonable efforts to use protect and maintain its ownership of, and the validity and enforceability of, all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in Intellectual Property necessary for the operation of their businesses as presently conducted, subject to the limitations contained in the agreements governing the use respective businesses. (g) As of the sameClosing Date, which limitations are customary for companies engaged in Schedule 7.01(x) lists completely and correctly all Material Real Property Rights fee owned by each Loan Party and each Subsidiary of each Loan Party and all Material Real Property Rights leased by each Loan Party and each Subsidiary of each Loan Party and the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effectlessors thereof.

Properties; Titles, Etc. (a) Except as disclosed in Schedule 7.177.16, the Loan Parties have good and defensible title in all material respects to the proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report (excluding, to the extent this representation and warranty is deemed to be made after the Effective Date, any such Oil and Gas Properties sold or transferred in compliance with Section 9.12) and good title in all material respects to all their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, each Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate any Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Loan Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of each Loan Party are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which could reasonably be expected to result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by each Loan Party including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit each Loan Party to conduct its business in all material respects in the same manner as such business has been conducted prior to the date hereof. (d) All of the material Properties of each Loan Party which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by each Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party either owns or has valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. Except as a result of the filing of the Chapter 11 Cases: (a) Except as disclosed in Schedule 7.17, the Each Loan Parties have Party has good and defensible title in all material respects to the proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report (excluding, to the extent this representation and warranty is deemed to be made after the Effective Date, any such Oil and Gas Properties sold or transferred in compliance with Section 9.12) and good title in all material respects to all their its personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, each the Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate any such Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the such Loan Party’s net revenue interest in such Property. (b) All Other than as a result of the Chapter 11 Cases, all material leases and agreements necessary for the conduct of the business of each the Loan Party Parties are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which could reasonably be expected to result in have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by each the Loan Party including, without limitation, Parties including all easements and rights of way, include all rights and Properties necessary to permit each the Loan Party Parties to conduct its their business in all material respects in the same manner as such its business has been conducted prior to the date hereof, in each case, except where the failure to do so would not have a Material Adverse Effect. (d) All of the material Properties of each the Loan Party Parties which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by each the Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each The Loan Party Parties either owns own or has have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. (a) Except as disclosed in Schedule 7.17, the Loan Parties have good and defensible title in all material respects to the proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report (excluding, to the extent this representation and warranty is deemed to be made after the Effective Date, any such Oil and Gas Properties sold or transferred in compliance with Section 9.12) and good title in all material respects to all their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, each Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate any Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Loan Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of each Loan Party are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which could reasonably be expected to result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by each Loan Party including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit each Loan Party to conduct its business in all material respects in the same manner as such business has been conducted prior to the date hereof. (d) All of the material Properties of each Loan Party which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by each Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in Resolute Energy Corporation Second Amended & Restated Credit Agreement a Material Adverse Effect. Each Loan Party either owns or has valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. (a) Except as disclosed in Schedule 7.17, Each of the Loan Parties have and their respective Material Subsidiaries has (i) good and defensible title in to, or valid leasehold, license or other interests in, all material respects to the proved Oil of their respective Material Real Properties and Gas Properties evaluated in the most recently delivered Reserve Report (excluding, to the extent this representation and warranty is deemed to be made after the Effective Date, any such Oil and Gas Properties sold or transferred in compliance with Section 9.12ii) and good title in all material respects to all of their respective material personal Properties, in each casecase of foregoing clauses (i) and (ii), free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Permitted Liens, in each Loan Party specified case, except as would not reasonably be expected to materially and adversely affect the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership business or operations of such Properties shall not in any material respect obligate any Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Loan Party’s net revenue interest in such Property. (b) All material leases Material Contracts and agreements necessary for the conduct of the business of each Loan Party Material Station Agreements are valid and subsisting, in full force and effect, and and, to Borrower’s knowledge, there exists no material default or any event or circumstance which with the giving of notice or the passage of time or both would give rise to a material default by any Loan Party or Subsidiary under any such lease Material Contract or leases, which could reasonably be expected to result in a Material Adverse EffectStation Agreement. (c) The rights and Properties presently owned, leased leased, subleased or licensed by each the Loan Party includingParties and their respective Material Subsidiaries, without limitation, including all easements and rights of wayReal Property Rights, include all rights and Properties necessary to permit each the Loan Party Parties and their respective Material Subsidiaries to conduct its business their respective businesses in all material respects in the same manner as such business has been conducted prior to the date hereofpresently conducted. (d) All Each of the material Properties of each Loan Party Parties and their respective Subsidiaries has complied with all obligations under the Real Property Rights to which are reasonably necessary for it is a party with respect to the operation of their businesses Material Real Properties, and all such Real Property Rights are in good working condition full force and are maintained effect, in accordance with prudent business standards. (e) Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by each Loan Party does not infringe upon the rights of any other Personcase, except for any such infringements that, individually or in the aggregate, could as would not reasonably be expected to result in a Material Adverse Effect. Each of the Loan Parties and their respective Subsidiaries enjoys peaceful and undisturbed possession under all such Real Property Rights with respect to the Material Real Properties except for minor disturbances which would not reasonably be expected to, individually or in the aggregate, materially and adversely interfere with or impact the business or operations of any Loan Party either or any of its Subsidiaries or materially detract from the value or use of such Real Property Rights. (e) All of the material Properties of the Loan Parties and their respective Material Subsidiaries that are reasonably necessary for the operation of their respective businesses are in good working condition (ordinary wear and tear excepted) and are maintained in accordance with Prudent Industry Practice in all material respects. (f) Each of the Loan Parties and their respective Material Subsidiaries owns or has valid licenses or other rights is licensed to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations material Intellectual Property necessary for it to own and other technical information used in their businesses operate its Properties and to carry on its business as presently conducted, and each Loan Party’s use of such material Intellectual Property and operation of its business does not infringe upon, misappropriate or otherwise violate the rights of any other Person. Each of the Loan Parties and their respective Material Subsidiaries has used commercially reasonable efforts to protect and maintain its ownership of, and the validity and enforceability of, all material Intellectual Property. No claims or litigations challenging any Loan Party’s use or ownership of any material Intellectual Property or the validity or enforceability of any Loan Party’s or any of their respective Material Subsidiaries’ material Intellectual Property are pending or, to the knowledge of the Loan Parties, threatened in writing. (g) Schedule 7.16 sets forth, as of the Closing Date, (i) a complete and correct list of all Real Property Rights with respect to Material Real Property (other than property subject to Material Station Agreements) fee owned, leased or licensed by the limitations contained in Loan Parties and their respective Subsidiaries (and, if applicable, the agreements governing lessors or grantors thereof) and (ii) the use list of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse EffectStation Agreements.

Properties; Titles, Etc. (a) Except as disclosed in Schedule 7.17, the Loan Parties have good and defensible title in all material respects to the proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report (excluding, to the extent this representation and warranty is deemed to be made after the Effective Date, any such Oil and Gas Properties sold or transferred in compliance with Section 9.128.12) and good title in all material respects to all their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.038.03. After giving full effect to the Excepted Liens, each Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate any Loan Party to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Loan Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of each Loan Party are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which could reasonably be expected to result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by each Loan Party including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit each Loan Party to conduct its their business in all material respects in the same manner as such its business has been conducted prior to the date hereof. (d) All of the material Properties of each Loan Party which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards. (e) Each Loan Party owns. Resolute Aneth, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by each Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party either owns or has valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.LLC Amended & Restated Credit Agreement