Common use of Reserve Reports Clause in Contracts

Reserve Reports. The information underlying the estimates of the reserves of the Company, which was supplied by the Company to Xxxxx Xxxxx Company LP, (“Xxxxx Xxxxx”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the “Reserve Reports”), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company’s ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxx Xxxxx were prepared in good faith and with a reasonable basis; the information provided to Xxxxx Xxxxx by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxx Xxxxx was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the Company, there are not any facts or circumstances that would adversely effect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Act.

Appears in 2 contracts

Samples: Purchase Agreement (Synergy Resources Corp), Northern Oil & Gas, Inc.

AutoNDA by SimpleDocs

Reserve Reports. The information underlying the estimates of the reserves of the CompanyCompany and its subsidiaries, which was supplied by the Company to Xxxxx Xxxxx Company LPXxxxxx Xxxxxxxxx & Associates, Inc., (“Xxxxx Xxxxx”"Xxxxxx"), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the "Reserve Reports"), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company’s 's ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxx Xxxxx Xxxxxx were prepared in good faith and with a reasonable basis; the information provided to Xxxxx Xxxxx Xxxxxx by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxx Xxxxx Xxxxxx was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the Company, there are not any facts or circumstances that would adversely effect affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Securities Act.

Appears in 2 contracts

Samples: Placement Agency Agreement (Magnum Hunter Resources Corp), Placement Agency Agreement (Magnum Hunter Resources Corp)

Reserve Reports. The information underlying the estimates of the reserves of the Company, which was supplied by the Company to Ryder Xxxxx Xxxxx Company Xxxxany LP, (“Xxxxx Ryder Xxxxx”), independent xndependent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the “Reserve Reports”), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company’s ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Ryder Xxxxx Xxxxx were xxxx prepared in good faith and with a reasonable basis; the information provided to Ryder Xxxxx Xxxxx by the xx xhe Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Ryder Xxxxx Xxxxx wasxxx, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the Company, there are not any facts or circumstances that would adversely effect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Act.

Appears in 2 contracts

Samples: Underwriting Agreement (Northern Oil & Gas, Inc.), Underwriting Agreement (Northern Oil & Gas, Inc.)

Reserve Reports. The information underlying the estimates of the reserves of the Company, which was supplied by the Company to Xxxxx Xxxxx Company LP, MHA Petroleum Consultants LLC (“Xxxxx XxxxxMHA”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into from which the information appearing in the Registration Statement Statement, Time of Sale Disclosure Package and Prospectus relating to the Company’s estimated quantities of oil and gas reserves as of December 31, 2012 and 2013 was derived (the “Reserve Reports”), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company’s ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxx Xxxxx MHA were prepared in good faith and with a reasonable basis; the information provided to Xxxxx Xxxxx MHA by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxx Xxxxx MHA was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, Time of Sale Disclosure Package and Prospectus, to the knowledge of the Company, there are not any facts or circumstances that would adversely effect affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Registration Statement, Time of Sale Disclosure Package and Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Registration Statement, Time of Sale Disclosure Package and Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Act.

Appears in 1 contract

Samples: EnerJex Resources, Inc.

Reserve Reports. The information underlying the estimates of the reserves of the CompanyParent and its subsidiaries, which was supplied by the Company Parent to Xxxxx Xxxxx Company LPNetherland, Xxxxxx & Associates, Inc. (the Xxxxx XxxxxReserve Engineer”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the “Reserve ReportsReport”), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the CompanyCompany and Parent’s ownership interests in properties, was true and correct in all material respects on the dates of such the Reserve ReportsReport; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxx Xxxxx were the Reserve Engineer was prepared in good faith and with a reasonable basis; the information provided to Xxxxx Xxxxx the Reserve Engineer by the Company or the Parent for purposes of preparing the Reserve Reports Report was prepared in accordance with customary industry practices; Xxxxx Xxxxx the Reserve Engineer was, as of the dates date of the Reserve ReportsReport, and is, as of the date hereof, independent petroleum engineers with respect to the CompanyCompany and the Parent; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the CompanyCompany and the Parent, there are not any facts or circumstances that would adversely effect affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Statutory Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports Report such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Statutory Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Securities Act. The estimates of such proved reserves and standardized measure as described in the Registration Statement and Prospectus and reflected in the reports referenced therein have been prepared in a manner that complies with the applicable requirements of the rules under the Securities Act with respect to such estimates.

Appears in 1 contract

Samples: Underwriting Agreement (Gastar Exploration USA, Inc.)

Reserve Reports. The information underlying the estimates of the reserves of the CompanyParent and its subsidiaries, which was supplied by the Company Parent to Xxxxx Xxxxx Company LPNetherland, Xxxxxx & Associates, Inc. and Xxxxxx & Company, Inc. (together, the Xxxxx XxxxxReserve Engineers”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the “Reserve ReportsReport”), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company’s and the Parent’s ownership interests in properties, was true and correct in all material respects on the dates of such the Reserve ReportsReport; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxx Xxxxx were the Reserve Engineers was prepared in good faith and with a reasonable basis; the information provided to Xxxxx Xxxxx the Reserve Engineers by the Company or the Parent for purposes of preparing the Reserve Reports Report was prepared in accordance with customary industry practices; Xxxxx Xxxxx wasthe Reserve Engineers were, as of the dates date of the Reserve ReportsReport, and isare, as of the date hereof, independent petroleum engineers with respect to the CompanyCompany and the Parent; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the CompanyCompany or the Parent, there are not any facts or circumstances that would adversely effect affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Statutory Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports Report such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Statutory Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Securities Act. The estimates of such proved reserves and standardized measure as described in the Registration Statement and Prospectus and reflected in the reports referenced therein have been prepared in a manner that complies with the applicable requirements of the rules under the Securities Act with respect to such estimates.

Appears in 1 contract

Samples: Underwriting Agreement (Gastar Exploration USA, Inc.)

Reserve Reports. The information underlying the estimates of the reserves of the CompanyCompany and its subsidiaries, which was supplied by the Company to Xxxxx Xxxxx Company LPX.X. Xxx Xxxxxx & Co. and Xxxxxxxx and XxxXxxxxxxx (collectively, (“Xxxxx Xxxxx”the "Reserve Engineers"), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the "Reserve Reports"), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company’s 's ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxx Xxxxx the Reserve Engineers were prepared in good faith and with a reasonable basis; the information provided to Xxxxx Xxxxx the Reserve Engineers by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxx Xxxxx wasthe Reserve Engineers were, as of the dates of the Reserve Reports, and isare, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the Company, there are not any facts or circumstances that would adversely effect affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Statutory Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Statutory Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 Regulation S-K under the Securities Act. The estimates of such proved reserves and standardized measure as described in the Registration Statement and Prospectus and reflected in the reports referenced therein have been prepared in a manner that complies with the applicable requirements of the rules under the Securities Act with respect to such estimates.

Appears in 1 contract

Samples: Evolution Petroleum Corp

Reserve Reports. The information underlying Company has delivered or otherwise made available to Mt. Exxxxx true and correct copies of all material written reports requested or commissioned by the Company or any Subsidiary and delivered to the Company or any Subsidiary in writing on or before the date of this Agreement estimating the Company’s and such Subsidiaries’ proved oil and gas reserves prepared by any unaffiliated person (each, a “Report Preparer”) concerning the oil and gas interests of the Company and such Subsidiaries as of December 31, 2019 (the “Company Reserve Reports”). The factual, non-interpretive data provided by the Company and the Subsidiaries to each Report Preparer in connection with the preparation of the Company Reserve Reports that was material to such Report Preparer’s estimates of the proved oil and gas reserves set forth in the Company Reserve Reports was, to the Knowledge of the Company, which was supplied as of the time provided (or as modified or amended prior to the issuance of the Company Reserve Reports) accurate, and to the Knowledge of the Company there were no material errors in the assumptions and estimates provided by the Company and its Subsidiaries to Xxxxx Xxxxx any Report Preparer in connection with their preparation of the Company LP, (“Xxxxx Xxxxx”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the “Reserve Reports”). The Company’s internal proved reserve estimates prepared by management prior to the Closing, includingcopies of which have been provided to Mt. Exxxxx were not, without limitationtaken as a whole, materially lower than the conclusions in such Company Reserve Reports. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs there has been no change in respect of operations and development, and working interest and net revenue interest information relating to the Company’s ownership interests matters addressed in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxx Xxxxx were prepared in good faith and with a reasonable basis; the information provided to Xxxxx Xxxxx by the Company for purposes of preparing the Reserve Reports was prepared that has resulted in accordance with customary industry practices; Xxxxx Xxxxx was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect could reasonably be expected to the Company; other than any decrease result in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the Company, there are not any facts or circumstances that would adversely effect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the ActMaterial Adverse Effect.

Appears in 1 contract

Samples: Exchange Agreement (Us Energy Corp)

Reserve Reports. The information underlying the estimates of the reserves of the CompanyCompany and its subsidiaries, which was supplied by the Company to Xxxxx Xxxxx Company LPNetherland, Xxxxxx & Associates, Inc., (“Xxxxx XxxxxNSAI”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the “Reserve Reports”), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company’s ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxx Xxxxx NSAI were prepared in good faith and with a reasonable basis; the information provided to Xxxxx Xxxxx NSAI by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxx Xxxxx NSAI was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the Company, there are not any facts or circumstances that would adversely effect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Act.

Appears in 1 contract

Samples: Placement Agency Agreement (BPZ Resources, Inc.)

Reserve Reports. The information underlying the estimates of the reserves of the CompanyCompany and its subsidiaries, which was supplied by the Company to Xxxxx Xxxxx Company LPX.X. Xxx Xxxxxx & Co. and Xxxxxxxx and XxxXxxxxxxx (collectively, (the Xxxxx XxxxxReserve Engineers”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the “Reserve Reports”), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company’s ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxx Xxxxx the Reserve Engineers were prepared in good faith and with a reasonable basis; the information provided to Xxxxx Xxxxx the Reserve Engineers by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxx Xxxxx wasthe Reserve Engineers were, as of the dates of the Reserve Reports, and isare, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the Company, there are not any facts or circumstances that would adversely effect affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Statutory Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Statutory Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 Regulation S-K under the Securities Act. The estimates of such proved reserves and standardized measure as described in the Registration Statement and Prospectus and reflected in the reports referenced therein have been prepared in a manner that complies with the applicable requirements of the rules under the Securities Act with respect to such estimates.

Appears in 1 contract

Samples: Evolution Petroleum Corp

Reserve Reports. The information underlying the estimates of the reserves of the CompanyCompany and its subsidiaries, which was supplied by the Company to Xxxxx Xxxxx Company LPRPS Energy ("RPS"), independent petroleum engineers, and Hxxx Engineering, PLLC (“Xxxxx Xxxxx”"Hxxx"), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the "Reserve Reports"), including, without limitation, production, production volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company’s 's ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxx Xxxxx RPS and Hxxx were prepared in good faith and with a reasonable basis; the information provided to Xxxxx Xxxxx RPS and Hxxx by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxx Xxxxx each of RPS and Hxxx was, as of the dates of the Reserve ReportsReports prepared by it, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the Company, there are not any facts or circumstances that would adversely effect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation Regulations S-K and S-X and Industry Guide 2 under the Act.

Appears in 1 contract

Samples: Placement Agency Agreement (Fx Energy Inc)

Reserve Reports. The information underlying the estimates of the reserves of the CompanyCompany and its subsidiaries, which was supplied by the Company to Xxxxx Xxxxx Company LPNetherland, Xxxxxx & Associates, Inc., (“Xxxxx XxxxxNSAI”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into included in the Registration Statement Company’s Form 10-K for the year ended December 31, 2008 (the “Reserve Reports”), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company’s ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxx Xxxxx NSAI were prepared in good faith and with a reasonable basis; the information provided to Xxxxx Xxxxx NSAI by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxx Xxxxx NSAI was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations disclosed in the Preliminary Prospectus Supplement and incorporated by reference into Company’s Form 10-K for the Registration Statementyear ended December 31, 2008, to the knowledge of the Company, there are not any facts or circumstances that would adversely effect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into Company’s Form 10-K for the Registration Statement year ended December 31, 2008 and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into Company’s Form 10-K for the Registration Statement year ended December 31, 2008 and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Act.

Appears in 1 contract

Samples: Subscription Agreement (BPZ Resources, Inc.)

Reserve Reports. The information underlying the estimates of the reserves of the CompanyCompany and its subsidiaries, which was supplied by the Company to Xxxxx Xxxxx Company LPeach of Xxxxxx Xxxxxxxxx & Associates, Inc. (“Xxxxx Xxxxx”"Xxxxxx"), XxXxxxxx and XxxXxxxxxxx ("D&M"), X.X. Xxx Xxxxxx & Co. ("Von Gonten") and Netherland, Xxxxxx and Associates, Inc. ("Netherland" and together with Xxxxxx, D&M and Von Gonten, the "Reserve Engineers"), each are independent petroleum engineers, for purposes of preparing the respective reserve reports incorporated by reference into the Registration Statement (the "Reserve Reports"), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company’s 's ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxx Xxxxx the Reserve Engineers were prepared in good faith and with a reasonable basis; the information provided to Xxxxx Xxxxx each of the Reserve Engineers by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxx Xxxxx each of the Reserve Engineers was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the Company, there are not any facts or circumstances that would adversely effect affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Statutory Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Statutory Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Magnum Hunter Resources Corp)

Reserve Reports. The information underlying the estimates of the reserves of the CompanyCompany included in the Time of Sale Memorandum and the Offering Memorandum, and which was supplied by the Company to Xxxxx Xxxxx Company LP, (“Xxxxx Xxxxx”), independent petroleum engineers, for purposes of preparing the Company’s reserve reports incorporated by reference into the Registration Statement (the “Reserve Reports”), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company’s ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxx Xxxxx were prepared in good faith and with a reasonable basis; the information provided to Xxxxx Xxxxx by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxx Xxxxx was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations disclosed in the Preliminary Prospectus Supplement Time of Sale Memorandum and incorporated by reference into the Registration StatementOffering Memorandum, to the knowledge of the Company, there are not any facts or circumstances that would adversely effect affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement Time of Sale Memorandum and incorporated by reference into the Registration Statement Offering Memorandum and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement Time of Sale Memorandum and incorporated by reference into the Registration Statement Offering Memorandum and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 Subpart 1200 of Regulation S-K under the Securities Act.

Appears in 1 contract

Samples: Purchase Agreement (Northern Oil & Gas, Inc.)

Reserve Reports. The information underlying the estimates of the reserves of the Company and its Subsidiaries appearing in Exhibit 99.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and also incorporated by reference into the Disclosure Package and the Prospectus, which was supplied by the Company to Xxxxx Xxxxx Company LPHxxxxxxxxx & Co., Inc. (“Xxxxx XxxxxHxxxxxxxxx), ) independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the “Reserve Reports”), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company’s ownership interests in propertiesproperties (collectively, the “Reserve Information”), was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxx Xxxxx Hxxxxxxxxx were prepared in good faith and with a reasonable basis; the information provided to Xxxxx Xxxxx by the Company for purposes of preparing the Reserve Reports Information was prepared in accordance with customary industry practices; Xxxxx Xxxxx wasHxxxxxxxxx were, as of the dates of the Reserve Reports, and isare, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations disclosed in the Preliminary Prospectus Supplement Disclosure Package and incorporated by reference into the Registration StatementProspectus, to the knowledge of the Company, there are not any facts or circumstances that would adversely effect affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Disclosure Package and the Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause have a material adverse changeMaterial Adverse Effect; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Disclosure Package and the Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the ActAct as in effect as of the date reported.

Appears in 1 contract

Samples: Underwriting Agreement (Helix Energy Solutions Group Inc)

Reserve Reports. The information underlying the estimates of the reserves of the CompanyCompany included in the Time of Sale Memorandum and the Offering Memorandum, and which was supplied by the Company to Xxxxx Xxxxx Company LP, LP (“Xxxxx Xxxxx”), independent petroleum engineers, for purposes of preparing the Company’s reserve reports incorporated by reference into the Registration Statement (the “Reserve Reports”), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company’s ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxx Xxxxx were prepared in good faith and with a reasonable basis; the information provided to Xxxxx Xxxxx by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxx Xxxxx was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations disclosed in the Preliminary Prospectus Supplement Time of Sale Memorandum and incorporated by reference into the Registration StatementOffering Memorandum, to the knowledge of the Company, there are not any facts or circumstances that would adversely effect affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement Time of Sale Memorandum and incorporated by reference into the Registration Statement Offering Memorandum and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement Time of Sale Memorandum and incorporated by reference into the Registration Statement Offering Memorandum and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 Subpart 1200 of Regulation S-K under the Securities Act.

Appears in 1 contract

Samples: Purchase Agreement (Northern Oil & Gas, Inc.)

AutoNDA by SimpleDocs

Reserve Reports. The information underlying the estimates of the reserves of the CompanyParent and its subsidiaries, which was supplied by the Company Parent to Xxxxx Xxxxx Company LPNetherland, Xxxxxx & Associates, Inc. (the Xxxxx XxxxxReserve Engineer”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the “Reserve ReportsReport”), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the CompanyCompany and Parent’s ownership interests in properties, was true and correct in all material respects on the dates of such the Reserve ReportsReport; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxx Xxxxx were the Reserve Engineer was prepared in good faith and with a reasonable basis; the information provided to Xxxxx Xxxxx the Reserve Engineer by the Company or the Parent for purposes of preparing the Reserve Reports Report was prepared in accordance with customary industry practices; Xxxxx Xxxxx the Reserve Engineer was, as of the dates date of the Reserve ReportsReport, and is, as of the date hereof, independent petroleum engineers with respect to the CompanyCompany and the Parent; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the CompanyCompany and the Parent, there are not any facts or circumstances that would adversely effect affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports Report such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Securities Act. The estimates of such proved reserves and standardized measure as described in the Registration Statement and Prospectus and reflected in the reports referenced therein have been prepared in a manner that complies with the applicable requirements of the rules under the Securities Act with respect to such estimates.

Appears in 1 contract

Samples: Sales Agreement (Gastar Exploration USA, Inc.)

Reserve Reports. The information underlying the estimates of the reserves of the CompanyCompany and its subsidiaries, which was supplied by the Company to Xxxxx Xxxxx Company LP, XxXxxxxx and XxxXxxxxxxx (“Xxxxx XxxxxXxXxxxxx”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the “Reserve Reports”), including, without limitation, production, production volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company’s ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxx Xxxxx XxXxxxxx were prepared in good faith and with a reasonable basis; the information provided to Xxxxx Xxxxx XxXxxxxx by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxx Xxxxx XxXxxxxx was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the Company, there are not any facts or circumstances that would adversely effect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation Regulations S-K and S-X and Industry Guide 2 under the Act.

Appears in 1 contract

Samples: Placement Agency Agreement (Transatlantic Petroleum Ltd.)

Reserve Reports. The information underlying the estimates of the reserves of the Company, which was supplied by the Company to Xxxxx Xxxxx Company LP, MHA Petroleum Consultants LLC (“Xxxxx XxxxxMHA”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into from which the information appearing in the Registration Statement Statement, Time of Sale Disclosure Package and Prospectus relating to the Company’s estimated quantities of oil and gas reserves as of December 31, 2013 and 2014 was derived (the “Reserve Reports”), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company’s ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxx Xxxxx MHA were prepared in good faith and with a reasonable basis; the information provided to Xxxxx Xxxxx MHA by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxx Xxxxx MHA was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, Time of Sale Disclosure Package and Prospectus, to the knowledge of the Company, there are not any facts or circumstances that would adversely effect affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Registration Statement, Time of Sale Disclosure Package and Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Registration Statement, Time of Sale Disclosure Package and Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Act.

Appears in 1 contract

Samples: EnerJex Resources, Inc.

Reserve Reports. The Company’s reserve information contained in the Private Placement Memorandum is derived from reserve reports prepared by Rxxxx Xxxxx Company, L.P., independent reserve engineers and the reserve reports prepared by Txxx-Okida Limited, independent reserve engineers (the “Reserve Reports”). The factual information underlying the estimates of the reserves of the Company, which was supplied by the Company to Xxxxx Xxxxx Company LP, (“Xxxxx Xxxxx”), independent petroleum engineers, the Reserve Engineers for purposes the purpose of preparing the reserve reports incorporated by reference into the Registration Statement (the “Reserve Reports”), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company’s ownership interests in properties, was true and correct in all material respects on the dates date of each such Reserve ReportsReport; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxx Xxxxx the Reserve Engineers were prepared in good faith and with a reasonable basis; the information provided to Xxxxx Xxxxx by the Company Reserve Engineers for purposes of preparing the Reserve Reports was were prepared in accordance with customary industry practices; Xxxxx Xxxxx waseach of the Reserve Engineers were, as of the dates date of the any Reserve ReportsReport prepared by it, and isare, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product oil and gas price fluctuations disclosed in fluctuations, the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge Company is not as of the Companydate hereof and as of the date of closing will not be, there are not aware of any facts or circumstances that would adversely effect result in a materially adverse change in the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected described in the Reserve Reports such as to cause a material adverse changeReports; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports Report comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Securities Act.

Appears in 1 contract

Samples: Form of Purchase Agreement (Atp Oil & Gas Corp)

Reserve Reports. The information underlying the estimates of the reserves of the CompanyCompany and its subsidiaries, which was supplied by to the Company to Xxxxx Xxxxx Company LPby Cxxxxx, Gxxxxxxxx & Associates, Inc. (the Xxxxx XxxxxReserve Engineer”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement and the Prospectus (the “Reserve Reports”), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, including production and costs of operations operation and development, estimates of future capital expenditures and working interest other future exploration and net revenue interest information relating to the Company’s ownership interests in propertiesdevelopment costs, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures were made, and other future exploration such information was supplied and development costs supplied to Xxxxx Xxxxx were prepared in good faith and faith, with a reasonable basis; the information provided to Xxxxx Xxxxx by the Company for purposes of preparing the Reserve Reports was prepared basis and in accordance with customary industry practices; Xxxxx Xxxxx other than normal production of the reserves, the impact of changes in prices and costs, and fluctuations in demand for oil and natural gas, and except as disclosed in or contemplated by each of the Registration Statement and the Prospectus, the Company is not aware of any facts or circumstances that would in the aggregate result in a material adverse change in the aggregate net proved reserves, or the aggregate present value or the standardized measure of the future net cash flows therefrom, as of the date of the Reserve Reports, as described in each of the Registration Statement and the Prospectus and as reflected in the Reserve Reports; and the estimates of such reserves and the standardized measure of such reserves as described in each of the Registration Statement and the Prospectus and reflected in the Reserve Reports referenced therein have been prepared in good faith and in a manner that complies with the applicable requirements of the rules under the Securities Act with respect to such estimates. The Reserve Engineer was, as of the respective dates of the Reserve ReportsReports prepared by it, and is, as of the date hereof, an independent petroleum engineers engineer with respect to the Company; other than any decrease in reserves resulting from normal production Company and its subsidiaries. Any certificate signed by an officer of the reserves Company and intervening spot market product price fluctuations disclosed delivered to the Agent or to counsel for the Agent pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Preliminary Prospectus Supplement and incorporated by reference into the Registration StatementCompany, as applicable, to the knowledge of the Company, there are not any facts or circumstances that would adversely effect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such Agent as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Actmatters set forth therein.

Appears in 1 contract

Samples: Sales Agreement (Pedevco Corp)

Reserve Reports. The information underlying the estimates of the reserves of the CompanyCompany included in the Registration Statement, the Time of Sale Information and the Prospectus, and which was supplied by the Company to Xxxxx Xxxxx Company LP, LP (“Xxxxx Xxxxx”), independent petroleum engineers, for purposes of preparing the Company’s reserve reports incorporated by reference into the Registration Statement (the “Reserve Reports”), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company’s ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxx Xxxxx were prepared in good faith and with a reasonable basis; the information provided to Xxxxx Xxxxx by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxx Xxxxx was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus, to the knowledge of the Company, there are not any facts or circumstances that would adversely effect affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Registration Statement, the Time of Sale Information and the Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Registration Statement, the Time of Sale Information and the Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 Subpart 1200 of Regulation S-K under the Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Northern Oil & Gas, Inc.)

Reserve Reports. The information underlying the estimates of the reserves of the CompanyCompany and its subsidiaries, which was supplied by the Company to Xxxxx Xxxxx Company LPLonquist & Co. LLC, (“Xxxxx Xxxxx”"Lonquist"), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the "Reserve Reports"), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company’s 's ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxx Xxxxx Lonquist were prepared in good faith and with a reasonable basis; the information provided to Xxxxx Xxxxx Lonquist by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxx Xxxxx Lonquist was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the Company, there are not any facts or circumstances that would adversely effect affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Act.

Appears in 1 contract

Samples: Placement Agency Agreement (Houston American Energy Corp)

Reserve Reports. The information underlying the estimates of the reserves of the Company and its Subsidiaries appearing in Exhibit 99.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, and also incorporated by reference into the Disclosure Package and the Prospectus, which was supplied by the Company to Xxxxx Xxxxx Company LPNetherland, Xxxxxx & Associates, Inc., (“Xxxxx XxxxxNSAI”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the “Reserve Reports”), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company’s ownership interests in propertiesproperties (collectively, the “Reserve Information”), was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxx Xxxxx NSAI were prepared in good faith and with a reasonable basis; the information provided to Xxxxx Xxxxx by the Company for purposes of preparing the Reserve Reports Information was prepared in accordance with customary industry practices; Xxxxx Xxxxx NSAI was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, the Prospectus and the Disclosure Package, to the knowledge of the Company, there are not any facts or circumstances that would adversely effect affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Registration Statement, the Prospectus Supplement and incorporated by reference into the Registration Statement Disclosure Package and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Registration Statement, the Prospectus Supplement and incorporated by reference into the Registration Statement Disclosure Package and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 Subpart 1200 of Regulation S-K under the ActAct as in effect as of the date reported.

Appears in 1 contract

Samples: Underwriting Agreement (BPZ Resources, Inc.)

Reserve Reports. The information underlying the estimates of the reserves of the CompanyCompany and its subsidiaries, which was supplied by to the Company to Xxxxx Xxxxx Company LPby PeTech Enterprises, Inc. (the Xxxxx XxxxxReserve Engineer”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement and the Prospectus (the “Reserve Reports”), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, including production and costs of operations operation and development, estimates of future capital expenditures and working interest other future exploration and net revenue interest information relating to the Company’s ownership interests in propertiesdevelopment costs, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures were made, and other future exploration such information was supplied and development costs supplied to Xxxxx Xxxxx were prepared in good faith and faith, with a reasonable basis; the information provided to Xxxxx Xxxxx by the Company for purposes of preparing the Reserve Reports was prepared basis and in accordance with customary industry practices; Xxxxx Xxxxx other than normal production of the reserves, the impact of changes in prices and costs, and fluctuations in demand for oil and natural gas, and except as disclosed in or contemplated by each of the Registration Statement and the Prospectus, the Company is not aware of any facts or circumstances that would in the aggregate result in a material adverse change in the aggregate net proved reserves, or the aggregate present value or the standardized measure of the future net cash flows therefrom, as of the date of the Reserve Reports, as described in each of the Registration Statement and the Prospectus and as reflected in the Reserve Reports; and the estimates of such reserves and the standardized measure of such reserves as described in each of the Registration Statement and the Prospectus and reflected in the Reserve Reports referenced therein have been prepared in good faith and in a manner that complies with the applicable requirements of the rules under the Securities Act with respect to such estimates. The Reserve Engineer was, as of the respective dates of the Reserve ReportsReports prepared by it, and is, as of the date hereof, an independent petroleum engineers engineer with respect to the Company; other than any decrease in reserves resulting from normal production Company and its subsidiaries. Any certificate signed by an officer of the reserves Company and intervening spot market product price fluctuations disclosed delivered to the Agent or to counsel for the Agent pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Preliminary Prospectus Supplement and incorporated by reference into the Registration StatementCompany, as applicable, to the knowledge of the Company, there are not any facts or circumstances that would adversely effect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such Agent as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Actmatters set forth therein.

Appears in 1 contract

Samples: Sales Agreement (Torchlight Energy Resources Inc)

Reserve Reports. The information underlying the estimates of the reserves of the CompanyCompany and its subsidiaries, which was supplied by the Company to Xxxxx Xxxxx Company LPXxxxxx Xxxxxxxxx & Associates, Inc. (“Xxxxx XxxxxXxxxxx”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the “Reserve Reports”), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company’s ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxx Xxxxx Xxxxxx were prepared in good faith and with a reasonable basis; the information provided to Xxxxx Xxxxx Xxxxxx by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxx Xxxxx Xxxxxx was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the Company, there are not any facts or circumstances that would adversely effect affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Statutory Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Statutory Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Magnum Hunter Resources Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!