Subject Interests. Other than the Subject Interests, each Holder does not hold or control any other equity interests possessing voting rights in or with respect to Titanium or Titanium OP. Each Holder has, and will have during the Voting Period, either sole or shared voting power (including the sole right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Agreement and power to agree to all of the matters applicable to the Holder set forth in this Agreement, in each case, over all of the Subject Interests owned by the Holder. Except as otherwise permitted by this Agreement, each Holder holds all of its Subject Interests, free and clear of any and all claims, liens, encumbrances or restrictions on the right to vote such Subject Interests, except as may exist by reason of this Agreement or any applicable restrictions on transfer under the Securities Act or any state securities law.
Subject Interests. Exhibit A contains a correct and complete description of the Subject Interests owned by Futures and to be conveyed to PEC hereunder, and the Subject Interests are correctly described in Exhibit A. The only operating agreements or other agreements affecting the Subject Interests are those set forth and described in Exhibit A. The Subject Interests entitle Futures to receive not less than the undivided interests set forth in Exhibit A as "Net Revenue Interests" of all indicated hydrocarbons produced, saved, and marketed from the lands covered thereby and all xxxxx located thereon through the plugging, abandonment, and salvage of such xxxxx. Futures' proportionate obligation to bear costs and expenses relating to the development of and operations on the leases, land, and xxxxx thereon is not, and, through the plugging, abandonment, and salvage of such xxxxx, will not be, greater than the "Working Interests" set forth in Exhibit A. Exhibit A contains a correct and complete list of each person or entity who owns a working interest in any of the property covered by the Subject Interests, the extent of such working interest, the net revenue interest of such person or entity, each person who holds a royalty interest in such property, and the extent of such royalty interest.
Subject Interests. The term “ Subject Interests” means that percentage working and net revenue interest in and to the Project, which comprises of oil and gas leases located in an area known as the Coral Leases, Xxxxx County, Oklahoma and identified as follows:
Subject Interests. Except as expressly provided elsewhere in this Agreement to the contrary, all of the following shall herein be called collectively the "Subject Interests" and individually a "Subject Interest":
(a) 100% of all of the Lessor's rights, titles and interests in, to and under the oil and gas leases, and other contracts described or referenced in Schedule 1, attached hereto and made a part hereof (hereinafter collectively called the "Leases"), together with all of Lessor's rights, titles and interests in and to all property, interests and rights incident or in any way relating to the Leases or which are useful or appropriate in exploring for, developing, operating, producing, treating, storing, marketing and transporting oil, gas and other minerals in, under and that may be produced from the Leases, including but not limited to all contracts, operating agreements, participation agreements, division orders, rights-of-way, easements, licenses, permits and orders except for the leases which have already been leased by the Lessor;
(b) Without limiting and in addition to the foregoing, 100% of all of Lessor's rights, titles and interests in and to the lands covered by the Leases and the lands described in Schedule 1 (the "Lands"), and in and to all oil and gas leases, working interests, contractual rights and all other interests and property of every kind and character, insofar as the same cover or relate to such Lands, and the physical property thereon or used or obtained for use in connection therewith even though such rights, titles and interests be incorrectly or insufficiently described or referred to in, or a description thereof be omitted from, Schedule 1 which will exclude the Lands, Subject Interests or Leases which have previously been leased by Lessor;
Subject Interests. Subject to Section 1.3 the term “Subject Interests” shall mean the following property and assets:
Subject Interests. (i) the oil, gas and mineral leases in Exhibit A;
(ii) any ratifications, extensions, and amendments thereof, whether or not the same or described on Exhibit A, (collectively with the oil, gas and mineral leases described on Exhibit A, the “Leases”);
(iii) the assignments and other documents of title described in Exhibit A;
(iv) and any and all oil, gas, water, carbon dioxide, or injection xxxxx thereon or on pooled, communitized or unitized acreage that includes all or any part of the Leases, including without limitation the interests specified in the xxxxx shown on Exhibit B attached hereto, (the “Xxxxx”);
(v) without limitation of the foregoing, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Seller in and to the lands described on Exhibit A hereto or described in any of the Leases or other instruments described on such Exhibit A even though Seller's interest therein may be incorrectly described in, or omitted from, such Exhibit A (collectively, the “Lands”), including, without limitation, interests in oil, gas and/or mineral leases, overriding royalties, production payments, net profits interests, fee mineral interests, fee royalty interests and other interests insofar as they cover the Lands (all of the foregoing collectively, the “Subject Interests,” or singularly, a “Subject Interest”);
Subject Interests. The descriptions attached to Schedule I completely and correctly describe the Subject Interests. The representations and warranties of Borrower in the Override Royalty Agreement are true and correct in all respects as of the dates made or deemed made, and as of the Effective Date, Borrower's ownership of the Subject Interests entitles Borrower and such Subsidiary to a share of all Hydrocarbons produced from or attributable to the Oil and Gas Leases located on or under any of the lands described in Schedule I, and of the proceeds of such production, after giving effect to and/or deducting all applicable royalties, overriding royalties and other burdens or payments out of production (except the Override), which is not less than the respective net revenue interests identified on Schedule I and obligates Borrower to pay a share of all costs of operation and development of such Oil and Gas Leases which is not greater than the respective working interests identified on Schedule I. Borrower has good and marketable title to its Properties (including all Subject Interests) free and clear of all Liens, except for Permitted Liens. The Override Royalty Agreement will assign to Lender good and marketable title to the Override, free and clear of any Lien, except for Permitted Liens. Each lease and other interest in the Subject Interests and the Override is valid and in full force and effect, all ad valorem taxes, rentals, royalties and other amounts in respect thereof which are due, or have become due, have been paid and no default has occurred in respect of any such lease or interest which would have a material adverse effect on the Override. The Subject Interests are not subject to any tax or common law partnership, other than Permitted Liens. Borrower is the legal and beneficial owner of the right, title and interest to the Subject Interests more fully described on Schedule I.
Subject Interests. As of the Closing Date, Investor (i) is the sole legal and beneficial owner of the Subject Interests, and such Subject Interests represent the entirety of Investor’s direct and indirect equity interests in the applicable Project Owners; (ii) has good, valid and marketable title to the Subject Interests, free and clear of any and all Debt and Encumbrances; (iii) has not transferred, conveyed, assigned, encumbered, sold, pledged, mortgaged or otherwise transferred or granted a lien or security interest in any of the Subject Interests; and (iv) has no legal obligation to any other Person to sell, transfer or convey any of the Subject Interests and has not executed any other agreement of sale, option agreement or right of first refusal with respect to the Subject Interests. There are no issued and outstanding certificates of membership interests evidencing the Subject Interests. There are no restrictions on the transfer of the Subject Interests other than in connection with the Assumed Debt (as applicable), those contained in this Agreement, the Ancillary Agreements and those arising from securities Laws. There are no agreements or other obligations or arrangements restricting the voting transfer or pledge of any of the Subject Interests. Upon consummation of the Closing, the Subject Interests will be owned by Summit OP, Master REIT 3 or Master REIT 2, as applicable, free and clear of all Encumbrances (other than any Assumed Debt, Encumbrances imposed by securities Laws, the Permitted Encumbrances or otherwise disclosed herein).
Subject Interests. As of the date of this Agreement, such Member has beneficial ownership of the Subject Interests set forth opposite such Member’s name on Schedule A hereto, and all such Subject Interests are owned by such Member free and clear of all Liens, other than Liens or encumbrances pursuant to this Agreement, the organizational documents of the Company or applicable federal or state securities laws. Other than the Subject Interests, such Member does not legally own any other outstanding equity interests of the Company or other securities convertible into or exercisable or exchangeable for any equity interests of the Company. Such Member has the sole right to vote the Subject Interests, and none of the Subject Interests is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Interests, except as contemplated by this Agreement or the organizational documents of the Company.
Subject Interests. The oil, gas or mineral leases (the “Leases”) covering the lands (the “Lands”); all wxxxx, wellbores, equipment and right to production from wxxxx on the Lands (“Wxxxx”); all rights in the Exploration and Development Agreements between Seller and Riata (“Contracts”); all interests of Seller in Sagebrush Pipeline, LLC (“Sagebrush”). The oil, gas or mineral leases covering the Cottonwood and Toano Draw Prospects (the “Prospects”); all wxxxx, wellbores, equipment and right to production from wxxxx on the Prospects; all of Seller’s 31,209 Units of PetroSource Energy Company, LP and 31,209 Units of PSE Management, LLC (Collectively “ Seller’s Units” and “PetroSource”). The Leases, the Lands, the Wxxxx, the Contracts, Sagebrush, the Prospects, and Seller’s Units are the “Subject Interests,” which are described on Exhibit “A.”
