Common use of Title to Properties and Assets Clause in Contracts

Title to Properties and Assets. The Partnership Entities have, and at the Closing Date and each Option Closing date will have, (A) legal, valid and defensible title to the interests in the oil and natural gas properties supporting the estimates of its net proved reserves contained in the Registration Statement, the General Disclosure Package and the Prospectus, (B) good and marketable title in fee simple to all real property owned by them, other than the oil and natural gas properties covered by clause (A), and (C) good and marketable title to all other property and assets owned by them, in each case free and clear of all Liens, except such as described in the Registration Statement, the General Disclosure Package and the Prospectus or such as do not, individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Partnership Entities; all real property, buildings and other improvements, and equipment and other property held under lease or sublease by any of the Partnership Entities is held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property and buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Partnership Entities, and all such leases and subleases are in full force and effect; and none of the Partnership Entities has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Partnership Entities under any of the leases or subleases mentioned above or affecting or questioning the rights of the Partnership Entities to the continued possession of the leased or subleased premises under any such lease or sublease except for such claims that, if successfully asserted, would not, individually or in the aggregate, have a Material Adverse Effect.

Title to Properties and Assets. The Partnership Entities have, and at At the Closing Date and each Option Closing date Date, if any, after giving effect to the Formation Transactions, the Partnership Entities will have, have (A) legal, valid and defensible title to the interests in the oil and natural gas properties Partnership Properties supporting the estimates of its net proved reserves contained in the Registration Statement, the General Disclosure Package and the Prospectus, (B) good and marketable title in fee simple to all real property owned by them, other than the oil and natural gas properties Partnership Properties covered by clause (A), and (C) good and marketable title to all other property and assets owned by them, in each case free and clear of all Liens, except such as described in the Registration Statement, the General Disclosure Package and the Prospectus or such as do not, individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Partnership Entities; all real property, buildings and other improvements, and equipment and other property to be held under lease or sublease by any of the Partnership Entities is will be held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property and buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Partnership Entities, and all such leases and subleases are will be in full force and effect; and none of the Partnership Entities QR Parties has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Partnership Entities QR Parties under any of the leases or subleases mentioned above or affecting or questioning the rights of the Partnership Entities QR Parties to the continued possession of the leased or subleased premises under any such lease or sublease except for such claims that, if successfully asserted, would not, individually or in the aggregate, have a Material Adverse Effect.

Title to Properties and Assets. The Partnership Entities have(a) Except for (i) Liens permitted pursuant to Section 9.4 hereof and (ii) such imperfections of title that represent imperfections of title or easements of record, and at if any, which do not materially detract from the Closing Date value or interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations, the Company and each Option Closing date will have, (A) legal, valid and defensible title to the interests in the oil and natural gas properties supporting the estimates of its net proved reserves contained in the Registration Statement, the General Disclosure Package and the Prospectus, Subsidiaries has (Ba) good and marketable title in fee simple title to the Owned Real Property material to their respective businesses and the Owned Real Property on which a Lien has been granted to the Collateral Agent for the benefit of the Holders, (b) valid leasehold interests in all real property owned by them, other than the oil and natural gas properties covered by clause (A)of its Leased Real Property material to their businesses, and (Cc) good and marketable title to all of the other material property and assets owned by themthe Company and each of its Subsidiaries at any time (including, in without limitation, all of their Accounts and Inventory). Schedule 5.12(a) attached hereto sets forth the Owned Real Property and the Leased Real Property held by the Company and each case free of its Subsidiaries. The Company and clear each of its Subsidiaries enjoy peaceful and undisturbed possession of all Lienstheir material Real Estate and there is no pending or threatened condemnation proceeding relating to any Real Estate which could reasonably be expected to have a Material Adverse Effect. No default exists under any Lease which could reasonably be expected to have a Material Adverse Effect. All of the Structures and other tangible assets owned, leased or used by the Company and each of its Subsidiaries in the conduct of their respective businesses are (a) insured as required by the terms of this Agreement and the other Operative Agreements, (b) sufficient for the operation of the businesses of the Company and each such Subsidiary as presently conducted and (c) in conformity with all applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, motor vehicle safety, occupational safety and health laws and regulations) relating thereto, except such as described in where the Registration Statement, the General Disclosure Package and the Prospectus or such as do not, individually or in the aggregate, materially affect the value of such property and do failure to conform could not materially interfere with the use made and proposed reasonably be expected to be made of such property by the Partnership Entities; all real property, buildings and other improvements, and equipment and other property held under lease or sublease by any of the Partnership Entities is held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property and buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Partnership Entities, and all such leases and subleases are in full force and effect; and none of the Partnership Entities has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Partnership Entities under any of the leases or subleases mentioned above or affecting or questioning the rights of the Partnership Entities to the continued possession of the leased or subleased premises under any such lease or sublease except for such claims that, if successfully asserted, would not, individually or in the aggregate, have a Material Adverse Effect.

Title to Properties and Assets. The Partnership Entities have, and at the Closing Date and each Option Closing date will have, have (A) legal, valid and defensible title to the interests in the oil and natural gas properties supporting the estimates of its net proved reserves contained in the Registration Statement, the General Disclosure Package and the Prospectus or any Permitted Free Writing Prospectus, (B) good and marketable title in fee simple to all real property owned by them, other than the oil and natural gas properties covered by clause (A), and (C) good and marketable title to all other property and assets owned by them, in each case free and clear of all Liens, except such as described in the Registration Statement, the General Disclosure Package and the Prospectus or any Permitted Free Writing Prospectus or such as do not, individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Partnership Entities; all real property, buildings and other improvements, and equipment and other property held under lease or sublease by any of the Partnership Entities is held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property and buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Partnership Entities, and all such leases and subleases are in full force and effect; and none of the Partnership Entities has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Partnership Entities under any of the leases or subleases mentioned above or affecting or questioning the rights of the Partnership Entities to the continued possession of the leased or subleased premises under any such lease or sublease except for such claims that, if successfully asserted, would not, individually or in the aggregate, have a Material Adverse Effect.

Title to Properties and Assets. The Partnership Entities have, and at the Closing Date and each Option Closing date will have, (A) legal, valid and defensible title to the interests in the oil and natural gas properties supporting the estimates of its net proved reserves contained in the Registration Statement, the General Disclosure Package and the Prospectus, (B) good and marketable title in fee simple to all real property owned by them, other than the oil and natural gas properties covered by clause (A), and (C) Operating Company has good and marketable title to all other its properties and assets (“Assets”) as reflected in its balance sheet subject to no mortgage, pledge, lien, encumbrance, security interest or charge of any kind, execpt as contemplated in the Mortgage Agreement and except for Permitted Liens (as defined below). With respect to the property and assets it leases, the Operating Company is in compliance with such leases and, to the best of its and the Purchasers’ knowledge, the Operating Company holds valid leasehold interests in such assets free of any liens, encumbrances, security interests or claims of any party other than the lessors of such property and assets, other than Permitted Liens. The Assets (a) constitute all of the assets, tangible and intangible, necessary to operate the Principal Business in the manner presently operated by the Operating Company, and (b) include all of the operating assets that are used solely by the Operating Company in the conduct of the Principal Business. The tangible personal property owned or leased by them, the Operating Company is in each case free good operating condition and clear of all Liensrepair subject only to ordinary wear and tear and, except such as described in the Registration Statement, the General Disclosure Package and the Prospectus or such as do notinsofar as, individually or in the aggregate, materially affect the value of such property has not had and do would not materially interfere with the use made and proposed reasonably be expected to be made of such property by the Partnership Entities; all real property, buildings and other improvements, and equipment and other property held under lease or sublease by any of the Partnership Entities is held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property and buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Partnership Entities, and all such leases and subleases are in full force and effect; and none of the Partnership Entities has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Partnership Entities under any of the leases or subleases mentioned above or affecting or questioning the rights of the Partnership Entities to the continued possession of the leased or subleased premises under any such lease or sublease except for such claims that, if successfully asserted, would not, individually or in the aggregate, have a Material Adverse Effect. For purposes of this Agreement, the term “Permitted Liens” means (i) liens for taxes not yet delinquent or the validity of which are being contested and (ii) liens incurred in the ordinary course of business, which (x) do not in the aggregate materially detract from the value of the assets that are subject to such liens and (y) were not incurred in connection with the borrowing of money in an aggregate amount that exceeds US$25,000.

Title to Properties and Assets. The Partnership Entities have, and at the Closing Date and each Option Closing date will have, (A) legal, valid and defensible title to the interests in the oil and natural gas properties supporting the estimates of its net proved reserves contained in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, (B) good and marketable title in fee simple to all real property owned by them, other than the oil and natural gas properties covered by clause (A), and (C) good and marketable title to all other property and assets owned by them, in each case free and clear of all Liens, except such as described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus or such as do not, individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Partnership Entities; all real property, buildings and other improvements, and equipment and other property held under lease or sublease by any of the Partnership Entities is held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property and buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Partnership Entities, and all such leases and subleases are in full force and effect; and none of the Partnership Entities has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Partnership Entities under any of the leases or subleases mentioned above or affecting or questioning the rights of the Partnership Entities to the continued possession of the leased or subleased premises under any such lease or sublease except for such claims that, if successfully asserted, would not, individually or in the aggregate, have a Material Adverse Effect.

Title to Properties and Assets. The Partnership Entities have, and at the Closing Date and each Option Closing date will have, (Aa) legal, valid and defensible title Except for (i) Liens permitted pursuant to Section 9.4 hereof and/or disclosed to the interests Purchaser in Schedule 5.12(a) and (ii) such imperfections of title that represent imperfections of title or easements of record, if any, which do not materially detract from the oil and natural gas value or interfere with the use of the properties supporting the estimates of its net proved reserves contained in the Registration Statementsubject thereto or affected thereby, or otherwise materially impair business operations, the General Disclosure Package and the Prospectus, Company has (Ba) good and marketable title in fee simple title to the Owned Real Property material to its business and the Owned Real Property on which a Lien has been granted to Agent and valid leasehold interests in all real property owned by them, other than the oil and natural gas properties covered by clause (A), of its Leased Real Property material to its business and (Cb) good and marketable title to all of its other material property and assets owned by themthe Company at any time (including, without limitation, all of its Accounts and Inventory), other than properties disposed of in each case free any manner permitted under this Agreement. The Company enjoys peaceful and clear undisturbed possession of all Liensits material Real Estate and there is no pending or, to the best of its knowledge, threatened condemnation proceeding relating to any Real Estate which could reasonably be expected to have a Material Adverse Effect. The leases with respect to the Leased Real Property, are referred to collectively as the "Leases." No default exists under any Lease which could reasonably be expected to have a Material Adverse Effect. All of the Structures and other tangible assets owned, leased or used by the Company in the conduct of its business are (a) insured as required by the terms of this Agreement and the other Note Documents, (b) sufficient for the operation of the business of the Company and its Subsidiaries as presently conducted and (c) in conformity with all applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, motor vehicle safety, occupational safety and health laws and regulations) relating thereto, except such as described in where the Registration Statement, the General Disclosure Package and the Prospectus or such as do not, individually or in the aggregate, materially affect the value of such property and do failure to conform could not materially interfere with the use made and proposed reasonably be expected to be made of such property by the Partnership Entities; all real property, buildings and other improvements, and equipment and other property held under lease or sublease by any of the Partnership Entities is held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property and buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Partnership Entities, and all such leases and subleases are in full force and effect; and none of the Partnership Entities has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Partnership Entities under any of the leases or subleases mentioned above or affecting or questioning the rights of the Partnership Entities to the continued possession of the leased or subleased premises under any such lease or sublease except for such claims that, if successfully asserted, would not, individually or in the aggregate, have a Material Adverse Effect.

Title to Properties and Assets. The Partnership Entities have, Companies have good title ------------------------------ to all of their properties and at assets purported to be owned by them which are reflected as assets on the Closing Date and each Option Closing date will have, (A) legal, valid and defensible title to the interests balance sheet included in the oil Interim Financial Statements (the "Interim Balance Sheet") and natural gas properties supporting those not so reflected on the estimates of its net proved reserves contained Interim Balance Sheet because not required to be reflected thereon, but which are used in the Registration StatementCompanies' business, or because acquired by the General Disclosure Package Companies since the date of the Interim Balance Sheet (except for inventory and other assets disposed of in the Prospectus, (B) good and marketable title in fee simple to all real property owned by them, other than ordinary course of business consistent with past practice since the oil and natural gas properties covered by clause (Adate of the Interim Balance Sheet), and (C) good and marketable title to all other property and assets owned by them, in each case free and clear of all Liensany Lien, except such as described (i) Liens for Taxes not yet due and payable; (ii) Liens of materialmen, mechanics, carriers, landlords and like persons which are not due and payable or which are being contested in the Registration Statement, the General Disclosure Package good faith and the Prospectus or such as do not, individually or which are not material in the aggregate; (iii) those Liens listed on Schedule 4.18 hereto; (iv) in respect of ------------- those original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and set forth on Schedule 4.14 hereto; (v) in respect of restrictions contained in the leases ------------- and licenses of Intangible Property set forth on Schedule 4.14 and subject to ------------- any subsequent recording or registration to perfect title to any Intangible Property; and (vi) routine claims for return of goods, materially affect including for allegedly defective products, supplied by the value of such property and do not materially interfere Companies which have been or are subject to replacement or credit only in accordance with the use made Companies' standard product warranties or warranties set forth in the Material Agreements listed on items 12, 13 and proposed to be made 14 of such property by Schedule 4.14, which claims are not material in the Partnership Entities; all real propertyaggregate ------------- (collectively, buildings "Permitted Liens"). Other than in the ordinary course of business and other improvementsthan pursuant to the terms of this Agreement or any Material Agreement, and equipment and other property held under no person has any written or oral agreement, option, understanding, commitment or any right or privilege to purchase, lease or sublease by license from the Companies any of the Partnership Entities is held by them under valid, subsisting and enforceable leases Companies' properties or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property and buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Partnership Entities, and all such leases and subleases are in full force and effect; and none of the Partnership Entities has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Partnership Entities under any of the leases or subleases mentioned above or affecting or questioning the rights of the Partnership Entities to the continued possession of the leased or subleased premises under any such lease or sublease except for such claims that, if successfully asserted, would not, individually or in the aggregate, have a Material Adverse Effectassets.

Title to Properties and Assets. The Partnership Entities haveDSC has furnished CWSG a list of real property, including leaseholds and at all other interests in real property (other than security interests), owned by DSC or any of the Closing Date DSC Subsidiaries (the "DSC REAL PROPERTY LIST"). DSC and each Option Closing date will haveof the DSC Subsidiaries has duly recorded or caused to be recorded, (A) legalin the appropriate county, valid all recordable interests in such real property. DSC and the DSC Subsidiaries have good and defensible title to the to, or valid leasehold interests in the oil and natural gas properties supporting the estimates of its net proved reserves contained in the Registration Statementin, the General Disclosure Package and the Prospectustheir respective material real properties, whether owned or leased, including, without limitation, (Ba) good and marketable title those used in fee simple to all real property owned by them, other than the oil and natural gas properties covered by clause (A)their respective businesses, and (Cb) good and marketable title to all other property and assets owned by them, in each case free and clear of all Liens, except such as described those reflected in the Registration Statementconsolidated unaudited balance sheet of DSC as of September 30, 1998 most recently delivered to CWSG (except as since sold or otherwise disposed of in the General Disclosure Package ordinary course of business and the Prospectus except for defects in title, easements, restrictive covenants and similar encumbrances or such as do notimpediments that, individually or in the aggregate, materially affect the value of such property do not and do will not materially interfere with the use made and proposed to be made ability of such property by the Partnership Entities; all real property, buildings and other improvements, and equipment and other property held under lease DSC or sublease by any of the Partnership Entities is held by them DSC Subsidiaries to use their properties or to conduct their businesses as currently conducted), in each case subject to no mortgage, pledge, conditional sales contract, lien, security interest, right of possession in favor of any third party, claim or other encumbrance (collectively "Liens"), except for (v) Liens under validDepartment of Water Resources loans pursuant to the California Safe Drinking Water Bond Act of 1976, subsisting which are listed on the DSC Real Property List, (w) the Lien of current taxes (as hereinafter defined) not yet due and enforceable leases or subleasespayable, (x) with respect to leased property, the provisions of such leases, (y) Liens granted to DSC's lenders under that certain DSC Indenture (the "DSC Indenture") dated August 1, 1954, as the case may beamended and supplemented and (z) Liens, with, solely in the case of leases or subleases relating to real property and buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Partnership Entities, and all such leases and subleases are in full force and effect; and none of the Partnership Entities has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Partnership Entities under any of the leases or subleases mentioned above or affecting or questioning the rights of the Partnership Entities to the continued possession of the leased or subleased premises under any such lease or sublease except for such claims that, if successfully assertedindividually, would not, individually or in the aggregate, have do not and will not materially interfere with the ability of DSC or any of the DSC Subsidiaries to conduct business as currently conducted. Except as described in a Material Adverse Effectlist furnished by DSC to CWSG (the "DSC ASSET TRANSFERS LIST"), subsequent to September 30, 1998, neither DSC nor any of the DSC Subsidiaries has sold or disposed of any of their respective properties or assets or obligated themselves to do so. DSC has furnished CWSG with true and correct copies of all leases included in the DSC Real Property List and all title insurance policies on real property included in the DSC Real Property List.

Title to Properties and Assets. ENCUMBRANCES Part 3.6 of the Disclosure Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. The Partnership Entities have, and at Acquired Companies own no real property. Except as set forth in Part 3.6 of the Closing Date and each Option Closing date will haveDisclosure Schedule, (Ai) legal, valid each real property lease to which any of the Acquired Companies is a party is in full force and defensible title to the interests effect in the oil and natural gas properties supporting the estimates of accordance with its net proved reserves contained in the Registration Statement, the General Disclosure Package and the Prospectusterms, (Bii) good all rents and marketable title additional rents due to date from the Acquired Companies on each such lease have been paid, (iii) none of the Acquired Companies has received written notice that it is in fee simple to all real property owned by them, other than the oil and natural gas properties covered by clause (A)material default thereunder, and (Civ) good and marketable title there exists no material default by any of the Acquired Companies under such lease. There are no leases, subleases, licenses, concessions or any other Applicable Contract to all which any Acquired Company is a party granting to any Person other than an Acquired Company any right to possession, use occupancy or enjoyment of any of the real property and or any portion thereof. Since May 1, 2006, neither of the Acquired Companies have disposed of any of its material assets owned by them, nor intellectual property rights other than inventory disposed of in each case the Ordinary Course of Business are free and clear of all LiensEncumbrances. Seller is solvent. Except as set forth on Part 3.6 of the Disclosure Schedule, except such as described in there are no Encumbrances on the Registration StatementShares, the General Disclosure Package and the Prospectus or such as do not, individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Partnership Entities; all real property, buildings and other improvements, and equipment and any other property held under lease being transferred by Seller to Buyer pursuant to this Agreement or sublease by any of the Partnership Entities is held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property and buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Partnership Entities, and all such leases and subleases are in full force and effect; and none of the Partnership Entities has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Partnership Entities under any of the leases or subleases mentioned above or affecting or questioning the rights of the Partnership Entities to the continued possession of the leased or subleased premises under any such lease or sublease except for such claims that, if successfully asserted, would not, individually or in the aggregate, have a Material Adverse EffectSeller’s Closing Documents.

Title to Properties and Assets. The Partnership Entities have, and at At the Closing Date and each Option Closing date Date, if any, after giving effect to the Formation Transactions, the Partnership Entities will have, have (A) legal, valid and defensible title to the interests in the oil and natural gas properties Partnership Properties supporting the estimates of its net proved reserves reserved contained in the Registration Statement, the General Disclosure Package and the Prospectus, (B) good and marketable title in fee simple to all real property owned by them, other than the oil and natural gas properties covered by clause (A), and (C) good and marketable title to all other property and assets owned by them, in each case free and clear of all Liens, except such as described in the Registration Statement, the General Disclosure Package and the Prospectus or such as do not, individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Partnership Entities; all real property, buildings and other improvements, and equipment and other property to be held under lease or sublease by any of the Partnership Entities is will be held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property and buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Partnership Entities, and all such leases and subleases are will be in full force and effect; and none of the Partnership Entities QR Parties has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Partnership Entities QR Parties under any of the leases or subleases mentioned above or affecting or questioning the rights of the Partnership Entities QR Parties to the continued possession of the leased or subleased premises under any such lease or sublease except for such claims that, if successfully asserted, would not, individually or in the aggregate, have a Material Adverse Effect.

Title to Properties and Assets. The Partnership Entities have(a) After application of the proceeds of the Term Loans as set forth herein, and at except for (i) Liens permitted pursuant to Section 7.4 hereof or as set forth on Schedule 4.12 to this Agreement and (ii) such imperfections of title that represent imperfections of title or easements of record, if any, which do not materially detract from the Closing Date and each Option Closing date will havevalue or interfere with the use of the properties subject thereto or affected thereby, (A) legal, valid and defensible title to the interests in the oil and natural gas properties supporting the estimates of its net proved reserves contained in the Registration Statementor otherwise materially impair business operations, the General Disclosure Package and the Prospectus, Companies have (Ba) good and marketable title in fee simple title to the Owned Real Property material to their businesses and the Owned Real Property on which a Lien has been granted to the Lenders and valid leasehold interests in all real property owned by them, other than the oil and natural gas properties covered by clause (A), of its Leased Real Property material to their businesses and (Cb) good and marketable title to all of the other material property and assets owned by themthe Companies at any time (including, without limitation, all of their Accounts and Inventory), other than properties disposed of in each case free any manner permitted under this Agreement. Schedule 4.12(a) attached hereto sets forth as of the date of this Agreement the Owned Real Property and clear the Leased Real Property held by any Company. The Companies enjoy peaceful and undisturbed possession of all Lienstheir material Real Estate and there is no pending or threatened condemnation proceeding relating to any Real Estate which could reasonably be expected to have a Material Adverse Effect. The leases with respect to the Leased Real Property, are referred to collectively as the "Leases." No default exists under any Lease which could reasonably be expected to have a Material Adverse Effect. All of the Structures and other tangible assets owned, leased or used by the Companies in the conduct of their businesses are (a) insured as required by the terms of this Agreement and the other Transaction Documents, (b) sufficient for the operation of the businesses of each of the Companies as presently conducted and (c) in conformity with all applicable laws, ordinances, orders, regulations and other requirements (including applicable zoning, environmental, motor vehicle safety, occupational safety and health laws and regulations) relating thereto, except such as described in where the Registration Statement, the General Disclosure Package and the Prospectus or such as do not, individually or in the aggregate, materially affect the value of such property and do failure to conform could not materially interfere with the use made and proposed reasonably be expected to be made of such property by the Partnership Entities; all real property, buildings and other improvements, and equipment and other property held under lease or sublease by any of the Partnership Entities is held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property and buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Partnership Entities, and all such leases and subleases are in full force and effect; and none of the Partnership Entities has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Partnership Entities under any of the leases or subleases mentioned above or affecting or questioning the rights of the Partnership Entities to the continued possession of the leased or subleased premises under any such lease or sublease except for such claims that, if successfully asserted, would not, individually or in the aggregate, have a Material Adverse Effect.

Title to Properties and Assets. The Partnership Entities On June 30, 1997 the Company and ------------------------------ its Subsidiaries had, and now have, and at the Closing Date and each Option Closing date will have, (A) legal, valid and defensible good title to all of the interests in the oil properties and natural gas properties supporting the estimates of its net proved reserves contained in the Registration Statementassets, the General Disclosure Package and the Prospectustangible or intangible, (B) good and marketable title in fee simple to all real property owned by them, other than whether or not reflected in the oil and natural gas properties covered by clause (A), and (C) good and marketable title to all other property and assets owned Balance Sheet or subsequently acquired by them, subject to no mortgages, pledges, liens (except for liens for taxes and governmental charges not yet due), encumbrances or other charges or third party rights of any kind except for those mortgages, pledges, liens, encumbrances or charges (i) disclosed in each case Section 4.7 of the Seller Disclosure Schedule or (ii) which arise in the ----------- ordinary course of business and do not individually or in the aggregate have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries taken as a whole and which do not materially detract from the value of, or impair the use of, such properties and assets. Except as aforesaid, the assets and properties owned by the Company and its Subsidiaries at the Closing shall be free and clear of all Liensmortgages, except such as described in pledges, liens, encumbrances or charges of any kind. There is no asset used by the Registration StatementCompany or any of its Subsidiaries in, or necessary for, the General conduct of its business as presently operated which is not either owned by it or licensed or leased to it under a license or lease listed in Section 4.12 of the ------------ Seller Disclosure Package Schedule. All of the fixtures, machinery, equipment, tools and the Prospectus other personal property owned, leased or such as do not, individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property licensed by the Partnership Entities; all real property, buildings Company or its Subsidiaries are sufficient to carry on the business of the Company and other improvements, and equipment and other property held under lease or sublease by its Subsidiaries as presently conducted. Neither the Company nor any of its Subsidiaries has been party to any transaction which may be voidable as a transaction at an undervalue or which may constitute a voidable preference within the Partnership Entities is held by them under valid, subsisting meanings of Sections 238 and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property 243 and buildings or other improvements, such exceptions as are not material 339 and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Partnership Entities, and all such leases and subleases are in full force and effect; and none 342 of the Partnership Entities has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Partnership Entities under any of the leases or subleases mentioned above or affecting or questioning the rights of the Partnership Entities to the continued possession of the leased or subleased premises under any such lease or sublease except for such claims that, if successfully asserted, would not, individually or in the aggregate, have a Material Adverse EffectUnited Kingdom Insolvency Xxx 0000.