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. (i) the oil, gas and mineral leases in Exhibit A;
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":
Subject Interests. Subject to Section 1.3 the term “Subject Interests” shall mean the following property and assets:
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. 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 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. (a) Such Seller owns as of the Execution Date, and as of immediately prior to giving effect to the consummation of the transactions contemplated hereby, will own, beneficially and of record its respective Subject Interests free and clear of any Lien (other than pursuant to securities Laws and the LLC Agreement). There is no Action pending or, to the Knowledge of such Seller, threatened, against such Seller or its respective Affiliates arising out of or relating to such Seller’s ownership of its respective Subject Interests. The Subject Interests represent 50% of the Common Interests of the Company, they have been duly authorized and validly issued in accordance with the Company’s organizational documents, and were not issued in violation of the terms of any Contract binding on such Seller, its respective Affiliates or the Company.
Subject Interests. 11 Subsidiary......................................................................... 9
