Common use of Title to the Underlying Properties Clause in Contracts

Title to the Underlying Properties. The Company, as of the Closing Date, will have good and defensible title to the Underlying Properties, free and clear of all Liens except (i) those described in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus; (ii) royalties and other burdens and obligations, expressed and implied, under oil and gas leases; (iii) contractual obligations arising under operating agreements, farm-out agreements and other agreements that may affect the properties or their titles of a type and nature customary in the oil and gas industry; (iv) liens that arise in the normal course of operations, such as those for unpaid taxes, statutory liens securing unpaid suppliers and contractors and contractual liens under operating agreements to secure payments of all amounts that are not yet delinquent or, if delinquent are being contested in good faith by appropriate proceedings; (v) pooling, unitization and communalization agreements, declarations and orders; (vi) easements, restrictions, rights-of-way and other matters that commonly affect property; (vii) rights reserved to or vested in appropriate governmental agencies or authorities to control or regulate the Underlying Properties and the Net Profits Interest therein; and (viii) defects in title and Liens as would not, in the aggregate, materially adversely affect the value of the Underlying Properties or would not materially interfere with the Net Profits Interest or the use made or proposed to be made of such property by the Company. All contracts, agreements or underlying leases, which comprise a portion of the Underlying Properties and which individually or in the aggregate are material to the Underlying Properties, are in full force and effect, the Company has paid all rents and other charges to the extent due and payable thereunder, is not in default under any of such underlying contracts, agreements or leases, has received no notice of default from any other party thereto and knows of no material default by any other party thereto. The working interests in oil, gas and mineral leases or mineral interests that constitute a portion of the Underlying Properties held by the Company reflect in all material respects the right of the Company to explore or receive production from such Underlying Properties and the care taken by the Company with respect to acquiring or otherwise procuring such leases or mineral interests was generally consistent with standard industry practices for acquiring or procuring leases and interests therein to explore such for hydrocarbons. Upon recordation and filing of the Conveyance, the Trust will have good and defensible title to the Net Profits Interest, free and clear of all liens, encumbrances and defects, except Permitted Encumbrances (as defined in the Conveyance).

Title to the Underlying Properties. The CompanyPartnership, as of the Closing any Delivery Date, will have good and defensible title to the Underlying PropertiesSubject Interests (as defined in the Conveyance), free and clear of all Liens except (i) those described in the Registration Statement, the Pre-Pricing most recent Preliminary Prospectus or and the Prospectus; (ii) royalties and other burdens and obligations, expressed and implied, under oil and gas leases; (iii) overriding royalties, production payments and similar interests and other burdens created by the Partnership or its predecessors in title; (iv) contractual obligations arising under operating agreements, farm-out agreements and other agreements that may affect the properties or their titles of a type and nature customary in the oil and gas industry; (ivv) liens that arise in the normal course of operations, such as those for unpaid taxes, statutory liens securing unpaid suppliers and contractors and contractual liens under operating agreements to secure payments of all amounts that are not yet delinquent or, if delinquent are being contested in good faith by appropriate proceedings; (vvi) pooling, unitization and communalization agreements, declarations and orders; (vivii) easements, restrictions, rights-of-way and other matters that commonly affect property; (viiviii) conventional rights of reassignment that obligate the Partnership to reassign all or part of any Subject Interest to a third party if the Partnership intends to release or abandon each interest before the termination of such interest; and (ix) rights reserved to or vested in appropriate governmental agencies or authorities to control or regulate the Underlying Properties Subject Interests and the Net Profits Interest Conveyed Interests therein; and (viii) defects in title and Liens as would not, none of which in the aggregate, aggregate materially adversely affect the value of the Underlying Properties or would Subject Interests and do not materially interfere with the Net Profits Interest Conveyed Interests or the use made or and proposed to be made of such property by the CompanyPartnership. All contracts, agreements or underlying leases, which comprise a portion of the Underlying Properties Subject Interests and which individually or in the aggregate are material to the Underlying PropertiesSubject Interests, are in full force and effect, the Company Partnership has paid all rents and other charges to the extent due and payable thereunder, is not in default under any of such underlying contracts, agreements or leases, has received no notice of default from any other party thereto and knows of no material default by any other party thereto. The working interests in oil, gas and mineral leases or mineral interests that constitute a portion of the Underlying Properties Subject Interests held by the Company Partnership reflect in all material respects the right of the Company Partnership to explore or receive production from such Underlying Properties Subject Interests and the care taken by the Company Partnership with respect to acquiring or otherwise procuring such leases or mineral interests was generally consistent with standard industry practices for acquiring or procuring leases and interests therein to explore such for hydrocarbons. Upon recordation and filing of the Conveyance, the Trust will have good and defensible title to the Net Profits InterestConveyed Interests, free and clear of all liens, encumbrances and defects, except Permitted Encumbrances (as defined in the Conveyance). To the knowledge of the Partnership, there are no Prior Reversionary Interests (as defined in the Conveyance) in the Subject Interests.

Title to the Underlying Properties. The CompanyEnduro Operating has, and as of the Closing any Delivery Date, will have have, good and defensible title to the Underlying PropertiesSubject Interests, free and clear of all Liens except (i) those described in the Registration Statement, the Pre-Pricing Prospectus Disclosure Package or the Prospectus; (ii) royalties and other burdens and obligations, expressed and implied, under oil and gas leases; (iii) overriding royalties, production payments and similar interests and other burdens created by Enduro Operating or its predecessors in title; (iv) contractual obligations arising under operating agreements, farm-out agreements and other agreements that may affect the properties or their titles of a type and nature customary in the oil and gas industry; (ivv) liens that arise in the normal course of operations, such as those for unpaid taxes, statutory liens securing unpaid suppliers and contractors and contractual liens under operating agreements to secure payments of all amounts that are not yet delinquent or, if delinquent are being contested in good faith by appropriate proceedings; (vvi) pooling, unitization and communalization agreements, declarations and orders; (vivii) easements, restrictions, rights-of-way and other matters that commonly affect property; (viiviii) conventional rights of reassignment that obligate Enduro Operating to reassign all or part of any Subject Interest to a third party if Enduro Operating intends to release or abandon each interest before the termination of such interest; and (ix) rights reserved to or vested in appropriate governmental agencies or authorities to control or regulate the Underlying Properties Subject Interests and the Net Profits Interest therein; and (viii) defects in title and Liens as would not, none of which in the aggregate, aggregate materially adversely affect the value of the Underlying Properties or would Subject Interests and do not materially interfere with the Net Profits Interest or the use made or and proposed to be made of such property by the CompanyEnduro Operating. All contracts, agreements or underlying leases, which comprise a portion of the Underlying Properties Subject Interests and which individually or in the aggregate are material to the Underlying PropertiesSubject Interests, are in full force and effect, the Company Enduro Operating has paid all rents and other charges to the extent due and payable thereunder, is not in default under any of such underlying contracts, agreements or leases, has received no notice of default from any other party thereto and knows of no material default by any other party thereto. The working interests in oil, gas and mineral leases or mineral interests that constitute a portion of the Underlying Properties Subject Interests held by the Company Enduro Operating reflect in all material respects the right of the Company Enduro Operating to explore or receive production from such Underlying Properties Subject Interests and the care taken by the Company Enduro Operating with respect to acquiring or otherwise procuring such leases or mineral interests was generally consistent with standard industry practices for acquiring or procuring leases and interests therein to explore such for hydrocarbons. Upon recordation and filing of the Conveyance, the The Trust will have has good and defensible title to the Net Profits Interest, free and clear of all liens, encumbrances and defects, except Permitted Encumbrances (as defined in the Conveyance). To the knowledge of the Company, there are no Prior Reversionary Interests (as defined in the Conveyance) in the Subject Interests.

Title to the Underlying Properties. The CompanyGrantor, as of the Closing Initial Delivery Date, will have good and defensible title to the Underlying PropertiesSubject Interests, free and clear of all Liens except (i) those described in the Registration Statement, the Pre-Pricing most recent Preliminary Prospectus or the Prospectus; (ii) royalties and other burdens and obligations, expressed and implied, under oil and gas leases; (iii) overriding royalties, production payments and similar interests and other burdens created by the Grantor or its predecessors in title; (iv) contractual obligations arising under operating agreements, farm-out agreements and other agreements that may affect the properties or their titles of a type and nature customary in the oil and gas industry; (ivv) liens that arise in the normal course of operations, such as those for unpaid taxes, statutory liens securing unpaid suppliers and contractors and contractual liens under operating agreements to secure payments of all amounts that are not yet delinquent or, if delinquent are being contested in good faith by appropriate proceedings; (vvi) pooling, unitization and communalization agreements, declarations and orders; (vivii) easements, restrictions, rights-of-way and other matters that commonly affect property; (viiviii) conventional rights of reassignment that obligate the Grantor to reassign all or part of any Subject Interest to a third party if the Grantor intends to release or abandon each interest before the termination of such interest; and (ix) rights reserved to or vested in appropriate governmental agencies or authorities to control or regulate the Underlying Properties Subject Interests and the Net Profits Interest therein; and (viii) defects in title and Liens as would not, none of which in the aggregate, aggregate materially adversely affect the value of the Underlying Properties or would Subject Interests and do not materially interfere with the Net Profits Interest or the use made or and proposed to be made of such property by the CompanyGrantor. All contracts, agreements or underlying leases, which comprise a portion of the Underlying Properties Subject Interests and which individually or in the aggregate are material to the Underlying PropertiesSubject Interests, are in full force and effect, the Company Grantor has paid all rents and other charges to the extent due and payable thereunder, is not in default under any of such underlying contracts, agreements or leases, has received no notice of default from any other party thereto and knows of no material default by any other party thereto. The working interests in oil, gas and mineral leases or mineral interests that constitute a portion of the Underlying Properties Subject Interests held by the Company Grantor reflect in all material respects the right of the Company Grantor to explore or receive production from such Underlying Properties Subject Interests and the care taken by the Company Grantor with respect to acquiring or otherwise procuring such leases or mineral interests was generally consistent with standard industry practices for acquiring or procuring leases and interests therein to explore such for hydrocarbons. Upon recordation and filing of the Conveyance, the Conveyance Supplement and Certificates of Merger for the Double Survivor Merger and the Trust Merger, the Trust will have good and defensible title to the Net Profits Interest, free and clear of all liens, encumbrances and defects, except Permitted Encumbrances (as defined in the Conveyance). To the knowledge of the Company, there are no Prior Reversionary Interests (as defined in the Conveyance) in the Subject Interests.

Title to the Underlying Properties. The CompanyGrantor, as of the Closing Initial Delivery Date, will have good and defensible title to the Underlying PropertiesSubject Interests (as defined in the Conveyance), free and clear of all Liens except (i) those described in the Registration Statement, the Pre-Pricing most recent Preliminary Prospectus or the Prospectus; (ii) royalties and other burdens and obligations, expressed and implied, under oil and gas leases; (iii) overriding royalties, production payments and similar interests and other burdens created by the Grantor or its predecessors in title; (iv) contractual obligations arising under operating agreements, farm-out agreements and other agreements that may affect the properties or their titles of a type and nature customary in the oil and gas industry; (ivv) liens that arise in the normal course of operations, such as those for unpaid taxes, statutory liens securing unpaid suppliers and contractors and contractual liens under operating agreements to secure payments of all amounts that are not yet delinquent or, if delinquent are being contested in good faith by appropriate proceedings; (vvi) pooling, unitization and communalization agreements, declarations and orders; (vivii) easements, restrictions, rights-of-way and other matters that commonly affect property; (viiviii) conventional rights of reassignment that obligate the Grantor to reassign all or part of any Subject Interest to a third party if the Grantor intends to release or abandon each interest before the termination of such interest; and (ix) rights reserved to or vested in appropriate governmental agencies or authorities to control or regulate the Underlying Properties Subject Interests and the Net Profits Interest therein; and (viii) defects in title and Liens as would not, none of which in the aggregate, aggregate materially adversely affect the value of the Underlying Properties or would Subject Interests and do not materially interfere with the Net Profits Interest or the use made or and proposed to be made of such property by the CompanyGrantor. All contracts, agreements or underlying leases, which comprise a portion of the Underlying Properties Subject Interests and which individually or in the aggregate are material to the Underlying PropertiesSubject Interests, are in full force and effect, the Company Grantor has paid all rents and other charges to the extent due and payable thereunder, is not in default under any of such underlying contracts, agreements or leases, has received no notice of default from any other party thereto and knows of no material default by any other party thereto. The working interests in oil, gas and mineral leases or mineral interests that constitute a portion of the Underlying Properties Subject Interests held by the Company Grantor reflect in all material respects the right of the Company Grantor to explore or receive production from such Underlying Properties Subject Interests and the care taken by the Company Grantor with respect to acquiring or otherwise procuring such leases or mineral interests was generally consistent with standard industry practices for acquiring or procuring leases and interests therein to explore such for hydrocarbons. Upon recordation and filing of the Conveyance and the Supplemental Conveyance, the Trust will have good and defensible title to the Net Profits Interest, free and clear of all liens, encumbrances and defects, except Permitted Encumbrances (as defined in the Conveyance). To the knowledge of the Company, there are no Prior Reversionary Interests (as defined in the Conveyance) in the Subject Interests.

Title to the Underlying Properties. The CompanyPartnership has, and as of the Closing Dateany Delivery Date will have, will have good and defensible title to the Underlying PropertiesSubject Interests (as defined in the Conveyance), free and clear of all Liens except (i) those described in the Registration Statement, the Pre-Pricing Prospectus or Disclosure Package and the Prospectus; (ii) royalties and other burdens and obligations, expressed and implied, under oil and gas leases; (iii) overriding royalties, production payments and similar interests and other burdens created by the Partnership or its predecessors in title; (iv) contractual obligations arising under operating agreements, farm-out agreements and other agreements that may affect the properties or their titles of a type and nature customary in the oil and gas industry; (ivv) liens that arise in the normal course of operations, such as those for unpaid taxes, statutory liens securing unpaid suppliers and contractors and contractual liens under operating agreements to secure payments of all amounts that are not yet delinquent or, if delinquent are being contested in good faith by appropriate proceedings; (vvi) pooling, unitization and communalization agreements, declarations and orders; (vivii) easements, restrictions, rights-of-way and other matters that commonly affect property; (viiviii) conventional rights of reassignment that obligate the Partnership to reassign all or part of any Subject Interest to a third party if the Partnership intends to release or abandon each interest before the termination of such interest; and (ix) rights reserved to or vested in appropriate governmental agencies or authorities to control or regulate the Underlying Properties Subject Interests and the Net Profits Interest Conveyed Interests therein; and (viii) defects in title and Liens as would not, none of which in the aggregate, aggregate materially adversely affect the value of the Underlying Properties or would Subject Interests and do not materially interfere with the Net Profits Interest Conveyed Interests or the use made or and proposed to be made of such property by the CompanyPartnership. All contracts, agreements or underlying leases, which comprise a portion of the Underlying Properties Subject Interests and which individually or in the aggregate are material to the Underlying PropertiesSubject Interests, are in full force and effect, the Company Partnership has paid all rents and other charges to the extent due and payable thereunder, is not in default under any of such underlying contracts, agreements or leases, has received no notice of default from any other party thereto and knows of no material default by any other party thereto. The working interests in oil, gas and mineral leases or mineral interests that constitute a portion of the Underlying Properties Subject Interests held by the Company Partnership reflect in all material respects the right of the Company Partnership to explore or receive production from such Underlying Properties Subject Interests and the care taken by the Company Partnership with respect to acquiring or otherwise procuring such leases or mineral interests was generally consistent with standard industry practices for acquiring or procuring leases and interests therein to explore such for hydrocarbons. Upon recordation and filing of the Conveyance, the The Trust will have has good and defensible title to the Net Profits InterestConveyed Interests, free and clear of all liens, encumbrances and defects, except Permitted Encumbrances (as defined in the Conveyance). To the knowledge of the Partnership, there are no Prior Reversionary Interests (as defined in the Conveyance) in the Subject Interests.

Title to the Underlying Properties. The CompanyPartnership has, and as of the Closing Dateany Delivery Date will have, will have good and defensible title to the Underlying PropertiesSubject Interests (as defined in the Conveyance), free and clear of all Liens except (i) those described in the Registration Statement, the Pre-Pricing Prospectus or Disclosure Package and the Prospectus; (ii) royalties and other burdens and obligations, expressed express and implied, under oil and gas leases; (iii) overriding royalties, production payments and similar interests and other burdens created by the Partnership or its predecessors in title; (iv) contractual obligations arising under operating agreements, farm-out agreements and other agreements that may affect the properties or their titles of a type and nature customary in the oil and gas industry; (ivv) liens that arise in the normal course of operations, such as those for unpaid taxes, statutory liens securing unpaid suppliers and contractors and contractual liens under operating agreements to secure payments of all amounts that are not yet delinquent or, if delinquent delinquent, are being contested in good faith by appropriate proceedings; (vvi) pooling, unitization and communalization agreements, declarations and orders; (vivii) easements, restrictions, rights-of-way and other matters that commonly affect property; (viiviii) conventional rights of reassignment that obligate the Partnership to reassign all or part of any Subject Interest to a third party if the Partnership intends to release or abandon each interest before the termination of such interest; and (ix) rights reserved to or vested in appropriate governmental agencies or authorities to control or regulate the Underlying Properties Subject Interests and the Net Profits Interest Conveyed Interests therein; and (viii) defects in title and Liens as would not, none of which in the aggregate, aggregate materially adversely affect the value of the Underlying Properties or would Subject Interests and do not materially interfere with the Net Profits Interest Conveyed Interests or the use made or and proposed to be made of such property by the CompanyPartnership. All contracts, agreements or underlying leases, which comprise a portion of the Underlying Properties Subject Interests and which individually or in the aggregate are material to the Underlying PropertiesSubject Interests, are in full force and effect, the Company Partnership has paid all rents and other charges to the extent due and payable thereunder, is not in default under any of such underlying contracts, agreements or leases, has received no notice of default from any other party thereto and knows of no material default by any other party thereto. The working interests in oil, gas and mineral leases or mineral interests that constitute a portion of the Underlying Properties Subject Interests held by the Company Partnership reflect in all material respects the right of the Company Partnership to explore or receive production from such Underlying Properties Subject Interests and the care taken by the Company Partnership with respect to acquiring or otherwise procuring such leases or mineral interests was generally consistent with standard industry practices for acquiring or procuring leases and interests therein to explore such for hydrocarbons. Upon recordation and filing of the Conveyance, the The Trust will have has good and defensible title to the Net Profits InterestConveyed Interests, free and clear of all liens, encumbrances and defects, except Permitted Encumbrances (as defined in the Conveyance). To the knowledge of the Partnership, there are no Prior Reversionary Interests (as defined in the Conveyance) in the Subject Interests.