Common use of Reserve Report Clause in Contracts

Reserve Report. To the Knowledge of the Company, the estimate of proved reserves of oil and natural gas prepared by R▇▇▇▇ ▇▇▇▇▇ Company, L.P. (the “Reserve Engineer”) as of December 31, 2002 (the “Reserve Report”): (i) is reasonable; and (ii) was prepared in accordance with generally accepted petroleum engineering and evaluation principles as set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserve Information promulgated by the Society of Petroleum Engineers. The engineering information and production data used in the preparation of the Reserve Report, which information and data have been made available to Petrohawk, are the information and data which are used by the Company in good faith in the ordinary course of business. The factual information underlying the estimates of the reserves of the Company and its Subsidiaries, which was supplied by the Company to the Reserve Engineer for the purpose of preparing the Reserve Report, including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts and under hedging arrangements, severance and other production taxes, costs of operations and development, and working interest and net revenue information relating to the Company’s and its Subsidiaries ownership interests in properties, was true and correct in all material respects on the date of such Reserve Report; the estimates of future capital expenditures and other future exploration and development costs supplied to the Reserve Engineer were prepared in good faith and with a reasonable basis; the information provided to the Reserve Engineer for purposes of preparing the Reserve Report was prepared in accordance with customary industry practices; the Company does not have, as of the date hereof, and, as of the Closing Date, will not have Knowledge of any facts or circumstances that would result in a material adverse change in the proved reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as described in the Reserve Report. Schedule 7.31 of the Disclosure Schedule sets forth a list of the Oil and Gas Interests that were included in the Reserve Report that have been disposed of prior to the date hereof.

Appears in 1 contract

Sources: Securities Purchase Agreement (Beta Oil & Gas Inc)

Reserve Report. To the Knowledge of the Company, the estimate of proved reserves of oil and natural gas prepared by R▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ Company& Associates, L.P. Inc. (the “Reserve Engineer”) as of December 31January 1, 2002 2011 (the “Reserve Report”): (i) is reasonable; and (ii) was prepared in accordance with generally accepted petroleum engineering and evaluation principles as set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserve Information promulgated by the Society of Petroleum Engineers. The engineering information and production data used in the preparation of the Reserve Report, which information and data have been made available to PetrohawkInvestor, are the information and data which are used by the Company in good faith in the ordinary course of business. The factual information underlying the estimates of the reserves of the Company and its Subsidiaries, which was supplied by the Company to the Reserve Engineer for the purpose of preparing the Reserve Report, including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts and under hedging arrangements, severance and other production taxes, costs of operations and development, and working interest and net revenue information relating to the Company’s and its Subsidiaries Subsidiaries’ ownership interests in properties, was true and correct in all material respects on the date of such Reserve Report; the estimates of future capital expenditures and other future exploration and development costs supplied to the Reserve Engineer were prepared in good faith and with a reasonable basis; the information provided to the Reserve Engineer for purposes of preparing the Reserve Report was prepared in accordance with customary industry practices; the Company does not have, as of the date hereof, and, as of the Closing Date, will not have Knowledge of any facts or circumstances that would (or could reasonably be expected to) result in a material adverse change in the proved reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as described in the Reserve Report. Schedule 7.31 Section 7.32 of the Disclosure Schedule sets forth a list of the Oil and Gas Interests that were included in the Reserve Report that have been disposed of prior to the date hereof. Company has no other Knowledge, reason or basis to believe that the estimate of reserves set forth in the Reserve Report are not a fair and reasonable estimate, prepared in accordance with prudent industry standards.

Appears in 1 contract

Sources: Securities Purchase Agreement

Reserve Report. To the Knowledge (a) Company has furnished Parent estimates of the Company, the estimate of proved reserves of 's oil and natural gas prepared by R▇▇▇▇ ▇▇▇▇▇ reserves attributable to Company, L.P. (the “Reserve Engineer”) as of December 31, 2002 (the “Reserve Report”): (i) is reasonable; and (ii) was prepared in accordance with generally accepted petroleum engineering and evaluation principles as set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserve Information promulgated by the Society of Petroleum Engineers. The engineering information and production data used in the preparation of the Reserve Report, which information and data have been made available to Petrohawk, are the information and data which are used by the Company in good faith in the ordinary course of business. The factual information underlying the estimates of the reserves of the Company and its Subsidiaries, which was supplied by the Company to the Reserve Engineer for the purpose of preparing the Reserve Report, including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts and under hedging arrangements, severance and other production taxes, costs of operations and development, and working interest and net revenue information relating to the Company’s and its Subsidiaries ownership interests in properties, was true and correct in all material respects on the date of such Reserve Report; the estimates of future capital expenditures and other future exploration and development costs supplied to the Reserve Engineer were prepared in good faith and with a reasonable basis; the information provided to the Reserve Engineer for purposes of preparing the Reserve Report was prepared in accordance with customary industry practices; the Company does not have, as of the date hereof, and, as of the Closing Date, will not have Knowledge of any facts or circumstances that would result in a material adverse change in the proved reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as described in the Reserve Report. Schedule 7.31 of the Disclosure Schedule sets forth a list of the 's Oil and Gas Interests (as defined below) as of January 1, 2002 in reports as described in Section 4.19 of the Company Disclosure Schedule (collectively, the "COMPANY RESERVE REPORT"). The factual, non-interpretive data on which the Company Reserve Report was based for purposes of estimating the oil and gas reserves set forth therein and in any supplement thereto or update thereof, each of which has been furnished to Parent, was accurate in all material respects, and Company has no knowledge of any material errors in such information that existed at the time such information was provided. There has been no change in respect of the matters addressed in the Company Reserve Report that would reasonably be expected to have a Company Material Adverse Effect. Set forth in Section 4.19 of the Company Disclosure Schedule is a list of all material Oil and Gas Interests of Company that were included in the Company Reserve Report that have been disposed of prior to the date hereofof this Agreement. To the knowledge of Company, and based on the information given to Company by third-party operators for all wells not operated by Company, the Company Payout Balances (as define▇ ▇▇▇ow) for each of the wells as used in the Company Reserve Report were accurate in all mate▇▇▇▇ respects as of the dates to which Company had calculated them. (b) For purposes of this Agreement, "OIL AND GAS INTERESTS" means (i) 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 nonworking interests and nonoperating interests; (ii) 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; (iii) 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 (iv) all interests in equipment and machinery (including wells, well equipment and machinery), oil and gas production, gatheri▇▇, ▇ransmission, 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.

Appears in 1 contract

Sources: Merger Agreement (Newfield Exploration Co /De/)

Reserve Report. To the Knowledge of the Company, the estimate of proved reserves of oil and natural gas prepared by R▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Company& Associates, L.P. Inc. (the “Reserve Engineer”) as of December 31January 1, 2002 2011 (the “Reserve Report”): (i) is reasonable; and (ii) was prepared in accordance with generally accepted petroleum engineering and evaluation principles as set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserve Information promulgated by the Society of Petroleum Engineers. The engineering information and production data used in the preparation of the Reserve Report, which information and data have been made available to PetrohawkInvestor, are the information and data which are used by the Company in good faith in the ordinary course of business. The factual information underlying the estimates of the reserves of the Company and its Subsidiaries, which was supplied by the Company to the Reserve Engineer for the purpose of preparing the Reserve Report, including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts and under hedging arrangements, severance and other production taxes, costs of operations and development, and working interest and net revenue information relating to the Company’s and its Subsidiaries Subsidiaries’ ownership interests in properties, was true and correct in all material respects on the date of such Reserve Report; the estimates of future capital expenditures and other future exploration and development costs supplied to the Reserve Engineer were prepared in good faith and with a reasonable basis; the information provided to the Reserve Engineer for purposes of preparing the Reserve Report was prepared in accordance with customary industry practices; the Company does not have, as of the date hereof, and, as of the Closing Date, will not have Knowledge of any facts or circumstances that would (or could reasonably be expected to) result in a material adverse change in the proved reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as described in the Reserve Report. Schedule 7.31 Section 7.32 of the Disclosure Schedule sets forth a list of the Oil and Gas Interests that were included in the Reserve Report that have been disposed of prior to the date hereof. Company has no other Knowledge, reason or basis to believe that the estimate of reserves set forth in the Reserve Report are not a fair and reasonable estimate, prepared in accordance with prudent industry standards.

Appears in 1 contract

Sources: Securities Purchase Agreement (Ram Energy Resources Inc)

Reserve Report. To (a) With respect to the Knowledge Leased Real Property and the Real Property, since the effective date of the Company, the estimate of proved reserves of oil and natural gas Seller’s independent engineering report prepared by R▇▇▇▇ ▇▇▇▇▇▇& Company, L.P. Inc. (the “Reserve EngineerEngineers”) as of December 31and effective April 16, 2002 2007 (the “Reserve Report”): (i) is reasonable; and (ii) was prepared in accordance with generally accepted petroleum engineering and evaluation principles ), as set forth in provided by the Standards Pertaining Seller to the Estimating and Auditing Purchaser, there has been no change in circumstance which would cause a Material Adverse Effect to the mineral reserves of Oil and Gas Reserve Information promulgated by the Society of Petroleum Engineers. The engineering information and production data used in Real Property or Leased Real Property that are the preparation subject of the Reserve ReportReport as described therein, which information and data except as may have been made available to Petrohawk, are the information and data which are used by the Company in good faith occurred through normal production or otherwise as a result of transactions (including dispositions) in the ordinary course of business. The factual All information underlying provided by the estimates Seller to the Engineers to assist the Engineers in the preparation of the reserves Reserve Report was, to the knowledge of the Company and its SubsidiariesSeller, which was supplied by as of the Company time of delivery to the Reserve Engineer for Engineers, and as of the purpose effective dates of preparing the Reserve Report, including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil accurate or gas sales or marketing contracts and under hedging arrangements, severance and other production taxes, costs the best estimate of operations and development, and working interest and net revenue information relating such information. The Seller provided to the Company’s Engineers all information and its Subsidiaries ownership interests documents requested by the Engineers and the Seller did not knowingly withhold and is not otherwise aware of any information which, if provided to the Engineers, would have a material impact on the Reserve Report. To the knowledge of the Seller, other than as disclosed in propertiesSchedule 6.8(a), the Seller has not done any act or thing whereby any of the mineral rights for which the Engineers have ascribed value in the Reserve Report, may be cancelled or terminated and such mineral rights are free and clear of all encumbrances and royalty burdens, other than those taken into account by the Engineers in the aforesaid Reserve Report, created by, through or under the Seller and, except as disclosed in the aforesaid Reserve Report, none of the mineral rights are subject to reduction except for those created in the ordinary course of business and which are not individually or in the aggregate material to the Seller. (b) All information provided by the Seller to the Purchaser to assist the Purchaser in the review of the unengineered mineral properties currently owned by the Seller was true to the knowledge of the Seller, at the time of the delivery of such information to the Purchaser, complete and correct accurate in all material respects on or the date best estimate of such Reserve Report; information. The Seller delivered to Purchaser all information and documents requested, and the estimates of future capital expenditures Seller did not knowingly withhold, and other future exploration and development costs supplied to the Reserve Engineer were prepared in good faith and with a reasonable basis; the is not otherwise aware of, any information that, if provided to the Reserve Engineer for purposes of preparing Purchaser, would have a Material Adverse Effect on the Reserve Report was prepared in accordance with customary industry practices; unengineered mineral properties currently owned by the Company does not have, as of the date hereof, and, as of the Closing Date, will not have Knowledge of any facts or circumstances that would result in a material adverse change in the proved reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as described in the Reserve Report. Schedule 7.31 of the Disclosure Schedule sets forth a list of the Oil and Gas Interests that were included in the Reserve Report that have been disposed of prior to the date hereofSeller.

Appears in 1 contract

Sources: Asset Purchase Agreement (SUNSHINE SILVER MINES Corp)

Reserve Report. To the Knowledge A true, correct and complete copy of the Reserve Report has been provided to Purchasers. The Company's and each Subsidiary's ownership of the Oil and Gas Properties described in the Reserve Report entitles the respective owner to receive a percentage of the oil, gas and other hydrocarbons produced from each well or unit equal to not less than the estimate percentage set forth in the Reserve Report as the "Net Revenue Interest" for such well or unit and cause the respective owner to be obligated to bear a percentage of the cost of operation of such well or unit not greater than the percentage set forth in the Reserve Report as the "Working Interest" for such well or unit, and to the extent such percentages of production which the respective owner is entitled to receive, and shares of expenses which the respective owner is obligate to bear, may change after the date of such report, such changes were properly reflected (based on reasonable assumptions) in preparing such report. All information supplied (i) by or on behalf of the Company and its Subsidiaries to Netherland, ▇▇▇▇▇▇ & Associates in connection with such firm's estimates of proved reserves of oil and natural gas prepared reserves attributable to the Oil and Gas Properties and the preparation of the Reserve Reports and (ii) by Rthe Company and its Subsidiaries to ▇▇▇▇▇ ▇▇▇▇▇ Company in connection with its 1998 review of the Company's proved oil and gas reserves and the Reserve Report was (at the time supplied or, L.P. (the “Reserve Engineer”) with respect to Netherland, ▇▇▇▇▇▇ & Associates, as of December 31, 2002 (the “Reserve Report”): (i) is reasonable; and (ii) was prepared in accordance with generally accepted petroleum engineering and evaluation principles as set forth in the Standards Pertaining modified or amended prior to the Estimating and Auditing of Oil and Gas Reserve Information promulgated by the Society of Petroleum Engineers. The engineering information and production data used in the preparation of the Reserve Report, which information and data have been made available to Petrohawk, are the information and data which are used by the Company in good faith in the ordinary course of business. The factual information underlying the estimates of the reserves issuance of the Company and its Subsidiaries, which was supplied by the Company to the Reserve Engineer for the purpose of preparing the Reserve Report, including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts and under hedging arrangements, severance and other production taxes, costs of operations and development, and working interest and net revenue information relating to the Company’s and its Subsidiaries ownership interests in properties, was ) true and correct in all material respects on the date of such Reserve Report; the estimates of future capital expenditures and other future exploration and development costs supplied to the Reserve Engineer were prepared in good faith and with a reasonable basis; the information provided to the Reserve Engineer for purposes of preparing the Reserve Report was prepared in accordance with customary industry practices; the Company does not have, as of the date hereof, and, as of the Closing Date, will not have has no Knowledge of any facts or circumstances material errors in such information that would result existed at the time of such issuance. Except for changes (including changes in a material adverse change commodity prices) generally affecting the oil and gas industry and dispositions of Oil and Gas Properties since the date thereof, there have been no changes in respect of the matters addressed in the proved reserves Reserve Reports that, individually or in the aggregate, (x) have had or could reasonably be expected to have a Material Adverse Effect, (y) have impaired or could reasonably be expected to impair the aggregate present value of future net cash flows therefrom, as described in the Reserve Report. Schedule 7.31 ability of the Company to perform its obligations under any of the Transaction Documents in any material respect, or (z) have or could reasonably be expected to delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. Set forth in Schedule 3.24 of the Company Disclosure Schedule sets forth Schedules is a list of the all material Oil and Gas Interests Properties that were included in the Reserve Report Reports that have been disposed of prior to the date hereofof this Agreement.

Appears in 1 contract

Sources: Purchase Agreement (Eex Corp)

Reserve Report. To The Borrower will deliver to the Knowledge of Lender promptly after March 1, 1998, and in any event prior to April 1, 1998, two reports, in form and substance satisfactory to the CompanyLender, the estimate of proved reserves of oil and natural gas one prepared by R▇▇▇▇ ▇▇▇▇▇ CompanyEngineering Co. and the other prepared by Netherland, L.P. (the “Reserve Engineer”) ▇▇▇▇▇▇ & Associates, Inc., which reports shall set forth as of December 31January 1, 2002 (1998, projections of future net income from hydrocarbons classified as "proved producing", "proved shut-in", "proved behind pipe" and "proved undeveloped" attributable to all of the “Reserve Report”): (i) is reasonable; and (ii) was prepared in accordance with generally accepted petroleum engineering and evaluation principles as set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserve Information promulgated by the Society of Petroleum Engineers. The engineering information and production data used in the preparation Properties of the Reserve ReportBorrower as of January 1, which 1998 and (b) such other information concerning such Oil and data have been made available to Petrohawk, are the information and data which are used by the Company in good faith in the ordinary course of business. The factual information underlying the estimates Gas Properties of the reserves of Borrower as the Company and its Subsidiaries, which was supplied by the Company to the Reserve Engineer for the purpose of preparing the Reserve ReportLender may reasonably request, including, without limitation, productionengineering, volumesgeological and performance data. The Borrower will deliver to the Lender promptly after March 1 of each year, sales prices for productioncommencing March 1, contractual pricing provisions under oil or gas sales or marketing contracts and under hedging arrangements, severance and other production taxes, costs of operations and development1999, and working interest in any event prior to April 1, 1998 of each such year, (a) a report, in form and net revenue information relating substance satisfactory to the Company’s and its Subsidiaries ownership interests in propertiesLender, was true and correct in all material respects on the date prepared by a nationally recognized firm of such Reserve Report; the estimates of future capital expenditures and other future exploration and development costs supplied to the Reserve Engineer were prepared in good faith and with a reasonable basis; the information provided to the Reserve Engineer for purposes of preparing the Reserve Report was prepared in accordance with customary industry practices; the Company does not haveindependent petroleum engineers, which report shall set forth, as of the date hereof, and, as January 1 of the Closing Dateappropriate year, will not have Knowledge of any facts or circumstances that would result in a material adverse change in the proved reserves in the aggregate, or the aggregate present value projections of future net cash flows therefromincome from hydrocarbons classified as "proved producing", as described in the Reserve Report. Schedule 7.31 of the Disclosure Schedule sets forth a list "proved shut-in", "proved behind pipe" and "proved undeveloped" attributable to all of the Oil and Gas Interests that were included in Properties of the Reserve Report that have been disposed Borrower and (b) such other information concerning the Oil and Gas Properties of prior the Borrower as the Lender may reasonably request, including, without limitation, engineering, geological and performance data. The Borrower will deliver to the date hereofLender promptly after receipt thereof, any other reserve report prepared for or on behalf of the Borrower by an independent firm of independent petroleum engineers, setting forth projections of future net income from hydrocarbons classified as "proved producing", "proved shut-in", "proved behind pipe" and "proved undeveloped" attributable to any of the Oil and Gas Properties of the Borrower.

Appears in 1 contract

Sources: Credit Agreement (Frontier Natural Gas Corp)