Common use of Title; Lease Status; Assignment by Non-Operator; AMI Election Clause in Contracts

Title; Lease Status; Assignment by Non-Operator; AMI Election. 3.1 Promptly after the execution of this Agreement, Non-Operator shall provide to Operator all information in its possession or subject to its control as to the title to the natural gas and oil underlying the property subject to the Leases identified in Exhibit B and the rights to explore for, develop, operate, produce and market such natural gas and oil including but not limited to the names and addresses of all owners of royalties and overriding royalties and the amounts of such royalties and overriding royalties. Additionally, at the time a copy of an agreement described in Section 3.4 hereof is sent to Operator, and thereafter, promptly after being requested to do so, Non-Operator shall provide to Operator all information in its possession or subject to its control as to the title to the natural gas and oil underlying the property subject to such agreement and the rights to explore for, develop, operate, produce and market such natural gas and oil. As to the title to the natural gas and oil underlying the property subject to the Leases and the right to explore for, develop, operate, produce and market such natural gas and oil, Non-Operator represents and warrants to and for the benefit of Operator and its successors and assigns that it will defend such title against every person, corporation or other entity claiming or to claim an interest therein by, through or under Non-Operator, or any member of Non-Operator, or any affiliate of any of them, but not otherwise. Prior to the drilling of a Well, the Operator shall obtain a report, prepared by an attorney or title insurance company licensed to practice or do business in Tennessee, as to whether the lessor(s) of the Lease, and each assignee of such lessor(s) including Non-Operator, are vested with good and marketable title to the rights to explore for, develop, operate, produce and market natural gas and oil on Well Acreage covered by the Lease on which the Well is to be drilled. Without limiting the foregoing, the report will cover, with respect to the Well Acreage covered by the Lease on which the Well is to be drilled, the ownership of the (i) oil and natural gas, (ii) working interests, (iii) royalties, (iv) overriding royalties and (v) other production payments, if any. Promptly after receipt of a report, Operator shall furnish a copy thereof to Non-Operator. If a report reveals defects in title, Operator may, in the exercise of its reasonable judgment, caused to be performed such curative work as Operator deems prudent (including obtaining pooling amendments or agreements) or may decide not to drill a Well on the Well Acreage subject to the report. Operator and Non-Operator shall each be responsible for, and pay, its Proportionate Share of the costs incurred to obtain such reports, and to perform curative work, including costs of abstracts, attorney's fees, title company charges, land broker charges and other related direct charges, provided, however, that Non-Operator shall not be responsible for, and shall not pay, any amount for services rendered by in-house counsel or other personnel of Operator with respect to title to any Well Acreage or any curative work relating thereto. Except as to the warranty of title set forth in the preceding paragraph, neither Operator nor Non-Operator shall have any liability to the other for failure of title or any matter relating thereto.

Title; Lease Status; Assignment by Non-Operator; AMI Election. 3.1 Promptly after the execution of this Agreement, Non-Operator shall provide to Operator all information in its possession or subject to its control as to the title to the natural gas and oil underlying the property subject to the Leases identified in Exhibit B and the rights to explore for, develop, operate, produce and market such natural gas and oil including but not limited to the names and addresses of all owners of royalties and overriding royalties and the amounts of such royalties and overriding royalties. Additionally, at the time a copy of an agreement described in Section 3.4 hereof is sent to Operator, and thereafter, promptly after being requested to do so, Non-Operator shall provide to Operator all information in its possession or subject to its control as to the title to the natural gas and oil underlying the property subject to such agreement and the rights to explore for, develop, operate, produce and market such natural gas and oil. As to the title to the natural gas and oil underlying the property subject to the Leases and the right to explore for, develop, operate, produce and market such natural gas and oil, Non-Operator represents and warrants to and for the benefit of Operator and its successors and assigns that it will defend such title against every person, corporation or other entity claiming or to claim an interest therein by, through or under Non-Operator, or any member of Non-Operator, or any affiliate of any of them, but not otherwise. Prior to the drilling of a Well, the Operator shall obtain a report, prepared by an attorney or title insurance company licensed to practice or do business in Tennessee, as to whether the lessor(s) of the Lease, and each assignee of such lessor(s) including Non-Operator, are vested with good and marketable title to the rights to explore for, develop, operate, produce and market natural gas and oil on Well Acreage covered by the Lease on which the Well is to be drilled. Without limiting the foregoing, the report will cover, with respect to the Well Acreage covered by the Lease on which the Well is to be drilled, the ownership of the (i) oil and natural gas, (ii) working interests, (iii) royalties, (iv) overriding royalties and (v) other production payments, if any. Promptly after receipt of a report, Operator shall furnish a copy thereof to Non-Operator. If a report reveals defects in title, Operator may, in the exercise of its reasonable judgment, caused to be performed such curative work as Operator deems prudent (including obtaining pooling amendments or agreements) or may decide not to drill a Well on the Well Acreage subject to the report. Operator and Non-Operator shall each be responsible for, and pay, its Proportionate Share of the costs incurred to obtain such reports, and to perform curative work, including costs of abstracts, attorney's ’s fees, title company charges, land broker charges and other related direct charges, provided, however, that Non-Operator shall not be responsible for, and shall not pay, any amount for services rendered by in-house counsel or other personnel of Operator with respect to title to any Well Acreage or any curative work relating thereto. Except as to the warranty of title set forth in the preceding paragraph, neither Operator nor Non-Operator shall have any liability to the other for failure of title or any matter relating thereto. 3.2 Non-Operator hereby represents and warrants, as of the date hereof and continuing until March 31, 2005, to and for the benefit of Operator and its successors and assigns, that the Leases identified in Exhibit B are in full force and effect in accordance with their terms and that there are no defaults by lessee thereunder and that the lessee has no obligation under any such Lease to drill any well for the production of any methane or other gas from coal beds or coal mines and that all amendments to each such Lease are identified in Exhibit B and that all consents required under such Leases to permit Operator to perform its obligations, and exercise its rights, contemplated hereby have been obtained including consents to the assignment of such Leases and interests in the Wxxxx and Well Acreage to Operator and to any affiliate of Operator or Non-Operator and to any limited partnerships and other entities from which Operator or Non-Operator receives funds to drill Wxxxx, true and correct copies of such consents having been furnished by Non-Operator to Operator on or prior to the execution of this Agreement. Non-Operator shall not agree to any amendment or other modification of any Lease identified in Exhibit B without the prior written consent of Operator. Non-Operator shall be solely responsible for the payment of, and shall pay, all delay rentals, minimum royalties and other amounts required to be paid under the Leases to keep the Leases in full force and effect and upon request of Operator, Non-Operator shall provide evidence of such payment in such detail as Operator may reasonably request; Non-Operator shall be entitled to recoup such delay rentals, minimum royalties and/or other amounts as may be provided in the Lease and to the extent Operator receives funds from the sale or other disposition of natural gas and oil produced from the Wxxxx which may be applied to such recoupment, it will pay such funds to Non-Operator. Operator and Non-Operator shall each pay its Proportionate Share of any shut-in royalties required to be paid under the Leases with respect to a Well. Additionally, Non-Operator shall comply with all other provisions of the Leases (except, subject to Section 2.3 hereof, the provisions to drill a minimum number of wxxxx), and take all other actions to otherwise keep the Leases in full force and effect, with respect to the property subject thereto exclusive of Well Acreage. Promptly after receipt of any notice, or any document or other writing, from any lessor of a Lease, any governmental or regulatory authority or agency or any other person, corporation or authority relating to any Lease or Well or any activities conducted on the property subject to the Leases or relating to any other matter concerning the drilling, completion or operation of one or more Wxxxx, or the transportation, compression, processing, marketing or sale of natural gas and/or oil produced therefrom, Non-Operator and Operator, as the case may be, shall provide the other with such notice, or document or other writing. 3.3 Upon payment by Operator of its Proportionate Share of the site fee for a Well pursuant to Section 2.7 hereof, the Non-Operator shall promptly execute and deliver to the Operator or its successors and assigns an Assignment in substantially the form attached hereto and made a part hereof as Exhibit D with respect to the Well Acreage on which the Well is to be drilled and the non-exclusive right to construct, maintain, repair and operate one or more lines, compressors, processing facilities and meters on the property subject to the Leases to transport, compress, process, measure, market and sell natural gas and oil produced from the Wxxxx, which natural gas and oil shall be transported through the Coalfield Pipeline pursuant to a Gas Gathering Agreement between Operator and Coalfield Pipeline Company being executed contemporaneously with this Agreement. Unless otherwise agreed to by the Non-Operator, the Assignment shall except and reserve to the Non-Operator all interests and estates with respect to methane gas in coal beds and coal mines, together with the right to conduct operations on and drill through Well Acreage for the development, extraction and processing of such methane gas so long as such operations and drilling do not adversely affect the operation of, or production from, any Well. In the Assignment and subject to the non-exclusive right described in the first sentence of this Section 3.3, Non-Operator shall further except and reserve unto itself all interests and estates in the Lease on which the Well is drilled, except as to the Well Acreage and as to all oil and gas formations from the surface to one hundred (100) feet below the deepest producing formation in the Well. 3.4 If the Non-Operator, either member of the Non-Operator or any affiliate of any of them acquires the right to drill one or more wxxxx on the AMI pursuant to an agreement not identified in Exhibit B, the Non-Operator shall provide a copy of the agreement to the Operator promptly after the execution of such agreement. The Operator shall have the right, within thirty (30) days after receipt of the executed agreement, to notify the Non-Operator in writing that such agreement shall be deemed a Lease, subject to such conditions as may be set forth in the notice (including consents to assignment), for all purposes of this Agreement and Non-Operator shall not agree to any amendment or other modification of such Lease without the prior written consent of Operator. If such written notice is not given by the Operator within the thirty (30) day period, such agreement shall not be deemed a Lease and the Operator shall have no rights, or obligations, in regard to such agreement. Notwithstanding the foregoing, Operator shall have no right to have any acreage described in Exhibit B under the heading Excluded Acreage deemed subject to a Lease. With respect to the leases and other agreements (“Additional Potential Leases”) described in Exhibit B under the heading Additional Potential Leases, on or before Mxxxx 0, 0000, Xxx-Xxxxxxxx shall provide to Operator a copy of each such Additional Potential Lease. If Non-Operator desires to drill a natural gas and/or oil well on the property subject to an Additional Potential Lease, at least ninety (90) days prior to drilling such well, Non-Operator shall give written notice to Operator of such desire along with the proposed location, target formation and anticipated drilling date of the well (as well as copies of any amendment or other modification of such lease and of any consent to assignment required by such lease) and the Operator shall have the right to participate in such well for up to fifty percent (50%) of the working interests, if Operator elects, as provided below, to have the Additional Potential Lease and well deemed a Lease and Well hereunder. If Operator notifies Non-Operator in writing within thirty (30) days after receipt of the written notice from Non-Operator that Operator desires to participate in the well and sets forth, in such notice, its working interest participation, such well and Additional Potential Lease shall be deemed a Lease and a Well hereunder and Operator shall commence the drilling of the Well before the drilling date set forth in the notice from Non-Operator, it being understood and agreed that after Non-Operator gives the written notice to Operator set forth above, Non Operator shall not agree to any amendment or other modification of such Lease without the prior written consent of Operator. 3.5 The Operator agrees that for a period of seven (7) years after the execution of this Agreement, it will not acquire, other than as provided in this Agreement, the right to drill any wxxxx or to mine any coal, or any interests in oil and gas or coal, on the AMI without the written consent of the Non-Operator. The provisions of this Section 3.5 shall survive the termination of this Agreement prior to the end of such seven (7) year period. 3.6 Notwithstanding anything to the contrary herein contained, all rights and obligations of Operator and Non-Operator hereunder relating to the Leases are subject to the terms and provisions of the Leases including, but not limited to, any rights of lessor or others to take over any Well to be plugged and abandoned.

Title; Lease Status; Assignment by Non-Operator; AMI Election. 3.1 Promptly after the execution of this Agreement, Non-Operator shall provide to Operator all information in its possession or subject to its control as to the title to the natural gas and oil underlying the property subject to the Leases identified in Exhibit B and the rights to explore for, develop, operate, produce and market such natural gas and oil including but not limited to the names and addresses of all owners of royalties and overriding royalties and the amounts of such royalties and overriding royalties. Additionally, at the time a copy of an agreement described in Section 3.4 hereof is sent to Operator, and thereafter, promptly after being requested to do so, Non-Operator shall provide to Operator all information in its possession or subject to its control as to the title to the natural gas and oil underlying the property subject to such agreement and the rights to explore for, develop, operate, produce and market such natural gas and oil. As to the title to the natural gas and oil underlying the property subject to the Leases and the right to explore for, develop, operate, produce and market such natural gas and oil, Non-Operator represents and warrants to and for the benefit of Operator and its successors and assigns that it will defend such title against every person, corporation or other entity claiming or to claim an interest therein by, through or under Non-Operator, or any member of Non-Operator, or any affiliate of any of them, but not otherwise. Prior to the drilling of a Well, the Operator shall obtain a report, prepared by an attorney or title insurance company licensed to practice or do business in Tennessee, as to whether the lessor(s) of the Lease, and each assignee of such lessor(s) including Non-Operator, are vested with good and marketable title to the rights to explore for, develop, operate, produce and market natural gas and oil on Well Acreage covered by the Lease on which the Well is to be drilled. Without limiting the foregoing, the report will cover, with respect to the Well Acreage covered by the Lease on which the Well is to be drilled, the ownership of the (i) oil and natural gas, (ii) working interests, (iii) royalties, (iv) overriding royalties and (v) other production payments, if any. Promptly after receipt of a report, Operator shall furnish a copy thereof to Non-Operator. If a report reveals defects in title, Operator may, in the exercise of its reasonable judgment, caused to be performed such curative work as Operator deems prudent (including obtaining pooling amendments or agreements) or may decide not to drill a Well on the Well Acreage subject to the report. Operator and Non-Operator shall each be responsible for, and pay, its Proportionate Share of the costs incurred to obtain such reports, and to perform curative work, including costs of abstracts, attorney's ’s fees, title company charges, land broker charges and other related direct charges, provided, however, that Non-Operator shall not be responsible for, and shall not pay, any amount for services rendered by in-house counsel or other personnel of Operator with respect to title to any Well Acreage or any curative work relating thereto. Except as to the warranty of title set forth in the preceding paragraph, neither Operator nor Non-Operator shall have any liability to the other for failure of title or any matter relating thereto. 3.2 Non-Operator hereby represents and warrants, as of the date hereof and continuing until March 31, 2005, to and for the benefit of Operator and its successors and assigns, that the Leases identified in Exhibit B are in full force and effect in accordance with their terms and that there are no defaults by lessee thereunder and that the lessee has no obligation under any such Lease to drill any well for the production of any methane or other gas from coal beds or coal mines and that all amendments to each such Lease are identified in Exhibit B and that all consents required under such Leases to permit Operator to perform its obligations, and exercise its rights, contemplated hereby have been obtained including consents to the assignment of such Leases and interests in the Xxxxx and Well Acreage to Operator and to any affiliate of Operator or Non-Operator and to any limited partnerships and other entities from which Operator or Non-Operator receives funds to drill Xxxxx, true and correct copies of such consents having been furnished by Non-Operator to Operator on or prior to the execution of this Agreement. Non-Operator shall not agree to any amendment or other modification of any Lease identified in Exhibit B without the prior written consent of Operator. Non-Operator shall be solely responsible for the payment of, and shall pay, all delay rentals, minimum royalties and other amounts required to be paid under the Leases to keep the Leases in full force and effect and upon request of Operator, Non-Operator shall provide evidence of such payment in such detail as Operator may reasonably request; Non-Operator shall be entitled to recoup such delay rentals, minimum royalties and/or other amounts as may be provided in the Lease and to the extent Operator receives funds from the sale or other disposition of natural gas and oil produced from the Xxxxx which may be applied to such recoupment, it will pay such funds to Non-Operator. Operator and Non-Operator shall each pay its Proportionate Share of any shut-in royalties required to be paid under the Leases with respect to a Well. Additionally, Non-Operator shall comply with all other provisions of the Leases (except, subject to Section 2.3 hereof, the provisions to drill a minimum number of xxxxx), and take all other actions to otherwise keep the Leases in full force and effect, with respect to the property subject thereto exclusive of Well Acreage. Promptly after receipt of any notice, or any document or other writing, from any lessor of a Lease, any governmental or regulatory authority or agency or any other person, corporation or authority relating to any Lease or Well or any activities conducted on the property subject to the Leases or relating to any other matter concerning the drilling, completion or operation of one or more Xxxxx, or the transportation, compression, processing, marketing or sale of natural gas and/or oil produced therefrom, Non-Operator and Operator, as the case may be, shall provide the other with such notice, or document or other writing. 3.3 Upon payment by Operator of its Proportionate Share of the site fee for a Well pursuant to Section 2.7 hereof, the Non-Operator shall promptly execute and deliver to the Operator or its successors and assigns an Assignment in substantially the form attached hereto and made a part hereof as Exhibit D with respect to the Well Acreage on which the Well is to be drilled and the non-exclusive right to construct, maintain, repair and operate one or more lines, compressors, processing facilities and meters on the property subject to the Leases to transport, compress, process, measure, market and sell natural gas and oil produced from the Xxxxx, which natural gas and oil shall be transported through the Coalfield Pipeline pursuant to a Gas Gathering Agreement between Operator and Coalfield Pipeline Company being executed contemporaneously with this Agreement. Unless otherwise agreed to by the Non-Operator, the Assignment shall except and reserve to the Non-Operator all interests and estates with respect to methane gas in coal beds and coal mines, together with the right to conduct operations on and drill through Well Acreage for the development, extraction and processing of such methane gas so long as such operations and drilling do not adversely affect the operation of, or production from, any Well. In the Assignment and subject to the non-exclusive right described in the first sentence of this Section 3.3, Non-Operator shall further except and reserve unto itself all interests and estates in the Lease on which the Well is drilled, except as to the Well Acreage and as to all oil and gas formations from the surface to one hundred (100) feet below the deepest producing formation in the Well. 3.4 If the Non-Operator, either member of the Non-Operator or any affiliate of any of them acquires the right to drill one or more xxxxx on the AMI pursuant to an agreement not identified in Exhibit B, the Non-Operator shall provide a copy of the agreement to the Operator promptly after the execution of such agreement. The Operator shall have the right, within thirty (30) days after receipt of the executed agreement, to notify the Non-Operator in writing that such agreement shall be deemed a Lease, subject to such conditions as may be set forth in the notice (including consents to assignment), for all purposes of this Agreement and Non-Operator shall not agree to any amendment or other modification of such Lease without the prior written consent of Operator. If such written notice is not given by the Operator within the thirty (30) day period, such agreement shall not be deemed a Lease and the Operator shall have no rights, or obligations, in regard to such agreement. Notwithstanding the foregoing, Operator shall have no right to have any acreage described in Exhibit B under the heading Excluded Acreage deemed subject to a Lease. With respect to the leases and other agreements (“Additional Potential Leases”) described in Exhibit B under the heading Additional Potential Leases, on or before Xxxxx 0, 0000, Xxx-Xxxxxxxx shall provide to Operator a copy of each such Additional Potential Lease. If Non-Operator desires to drill a natural gas and/or oil well on the property subject to an Additional Potential Lease, at least ninety (90) days prior to drilling such well, Non-Operator shall give written notice to Operator of such desire along with the proposed location, target formation and anticipated drilling date of the well (as well as copies of any amendment or other modification of such lease and of any consent to assignment required by such lease) and the Operator shall have the right to participate in such well for up to fifty percent (50%) of the working interests, if Operator elects, as provided below, to have the Additional Potential Lease and well deemed a Lease and Well hereunder. If Operator notifies Non-Operator in writing within thirty (30) days after receipt of the written notice from Non-Operator that Operator desires to participate in the well and sets forth, in such notice, its working interest participation, such well and Additional Potential Lease shall be deemed a Lease and a Well hereunder and Operator shall commence the drilling of the Well before the drilling date set forth in the notice from Non-Operator, it being understood and agreed that after Non-Operator gives the written notice to Operator set forth above, Non Operator shall not agree to any amendment or other modification of such Lease without the prior written consent of Operator. 3.5 The Operator agrees that for a period of seven (7) years after the execution of this Agreement, it will not acquire, other than as provided in this Agreement, the right to drill any xxxxx or to mine any coal, or any interests in oil and gas or coal, on the AMI without the written consent of the Non-Operator. The provisions of this Section 3.5 shall survive the termination of this Agreement prior to the end of such seven (7) year period. 3.6 Notwithstanding anything to the contrary herein contained, all rights and obligations of Operator and Non-Operator hereunder relating to the Leases are subject to the terms and provisions of the Leases including, but not limited to, any rights of lessor or others to take over any Well to be plugged and abandoned.