Common use of Titles, etc Clause in Contracts

Titles, etc. (a) Each of the Obligors has good and marketable title to its Oil and Gas Properties, free and clear of all Liens, except Excepted Liens. After giving full effect to the Excepted Liens, each Obligor owns either directly in its own name, or indirectly through its percentage ownership interest in the Partnerships, the net interests in production attributable to its Hydrocarbon Interests reflected in the most recently delivered Ownership Report and the ownership of such Oil and Gas Properties shall not in any material respect obligate such Obligor to bear the costs and expenses relating to the maintenance, development and operations of each such Oil and Gas Property in an amount in excess of the working interest of each Oil and Gas Property set forth in the most recently delivered Reserve Report; provided that to the extent an Obligor is a general partner of a Partnership, such Obligor is liable for all of the costs and expenses attributable to such Partnership’s interest, but only entitled to such Obligor’s percentage interest in such Partnership’s net revenues. In the event an Obligor, as a general partner, pays more than its partnership share of such Partnership’s costs and expenses, such Obligor is entitled to reimbursement of such excess amount out of the future income of such Partnership. All information contained in the most recently delivered Ownership Report and Reserve Report is true and correct in all material respects as of the date thereof. (b) All leases and agreements necessary for the conduct of the business of the Obligors are valid and subsisting, in full force and effect and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which would affect in any material respect the conduct of the business of any Obligor. (c) The rights, Properties and other assets presently owned, leased or licensed by the Obligors including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit each Obligor to conduct its business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (d) All of the assets and Properties of any Obligor which are reasonably necessary for the operation of its business are in good working condition and are maintained in accordance with prudent business standards.

Titles, etc. (a) Each Subject to the matters set out in Schedule 3.11, each of the Obligors Company and the Subsidiaries has good and marketable title defensible title, in all material respects, to its the material Oil and Gas PropertiesProperties that are evaluated in the most recently delivered reserve report, free and clear of all Liens, except other than Excepted Liens. After Except for immaterial divergences, after giving full effect to the Excepted Liens, each Obligor owns either directly the Company owns, in its own name, or indirectly through its percentage ownership interest in the Partnershipsall material respects, the net interests in production attributable to its the Hydrocarbon Interests reflected that are evaluated in the most recently delivered Ownership Report reserve report, and the ownership of such Oil and Gas Properties Hydrocarbon Interests shall not in any material respect obligate such Obligor the Company to bear the costs and expenses relating to the maintenance, development and operations of each such Oil and Gas Property Hydrocarbon Interest in an amount in excess of the working interest of each Oil and Gas Property set forth such Hydrocarbon Interest (without a corresponding increase in the net revenue interest). The Company does not believe, based upon information in its possession, that its most recently delivered Reserve Report; provided reserve report materially overstates its oil and gas reserves, bearing in mind that reserves are evaluated based upon estimates and assumptions with respect to the extent an Obligor is a general partner which reasonable minds of a Partnership, such Obligor is liable for all of the costs and expenses attributable to such Partnership’s interest, but only entitled to such Obligor’s percentage interest in such Partnership’s net revenues. In the event an Obligor, as a general partner, pays more than its partnership share of such Partnership’s costs and expenses, such Obligor is entitled to reimbursement of such excess amount out of the future income of such Partnership. All information contained in the most recently delivered Ownership Report and Reserve Report is true and correct in all material respects as of the date thereofcompetent reserve engineers may differ. (b) All leases and agreements necessary for the conduct of the business of the Obligors Company and the Subsidiaries are valid and subsisting, in full force and effect and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which would affect in any material respect have a Material Adverse Effect on the conduct of the business of any Obligorthe Company and the Subsidiaries. (c) The rights, Oil and Gas Properties and other assets presently owned, leased or licensed by the Obligors Company and the Subsidiaries, including, without limitation, all easements and rights of way, include all rights, Properties and other assets properties necessary to permit each Obligor the Company and the Subsidiaries to conduct its their business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (d) All of the assets properties of the Company and Properties of any Obligor the Subsidiaries which are reasonably necessary for the operation of its their business are in good working condition in all material respects and are maintained in accordance with prudent business standards.

Titles, etc. (a) Each of the Obligors Parent MLP, the Borrower and the other Restricted Subsidiaries has good and marketable defensible title to its material Oil and Gas Properties and good title to its other material personal Properties, in each case, free and clear of all Liens, Liens except Excepted LiensLiens permitted by Section 9.03. After giving full effect to the Excepted Liens, each Obligor the Borrower or the other Restricted Subsidiary specified as the owner owns either directly in its own name, or indirectly through its percentage ownership interest in the Partnerships, the net interests in production attributable to its the Hydrocarbon Interests as reflected in the most recently delivered Ownership Report Reserve Report, and the ownership of such Oil and Gas Properties shall not in any material respect obligate the Borrower or such Obligor other Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Oil and Gas Property in an amount in excess of the working interest of each Oil and Gas Property set forth in the most recently delivered Reserve Report; provided Report that to is not offset by a corresponding proportionate increase in the extent an Obligor is a general partner of a Partnership, Borrower’s or such Obligor is liable for all of the costs and expenses attributable to such Partnershipother Restricted Subsidiary’s interest, but only entitled to such Obligor’s percentage net revenue interest in such Partnership’s net revenues. In the event an Obligor, as a general partner, pays more than its partnership share of such Partnership’s costs and expenses, such Obligor is entitled to reimbursement of such excess amount out of the future income of such Partnership. All information contained in the most recently delivered Ownership Report and Reserve Report is true and correct in all material respects as of the date thereofProperty. (b) All material leases and agreements necessary for the conduct of the business of the Obligors Loan Parties are valid and subsisting, in full force and effect effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which would affect in any material respect the conduct of the business of any Obligorthe Loan Parties, taken as a whole. (c) The rights, Properties and other assets presently owned, leased or licensed by the Obligors Loan Parties including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit each Obligor them to conduct its their business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (d) All of the assets and Properties of any Obligor the Parent MLP, the Borrower and the other Restricted Subsidiaries which are reasonably necessary for the operation of its business are in good working condition and are maintained in accordance with prudent business standards.

Titles, etc. (a) Each Except as set out in Schedule 7.10, Borrower and each of the Obligors its Subsidiaries has good and marketable defensible title to its Oil Hydrocarbon Interests and Gas good and defensible title to all other material (individually or in the aggregate) Properties, free and clear of all Liens, except Excepted LiensLiens permitted by Section 9.02. After Except as set forth in Schedule 7.10, after giving full effect to the Excepted Liens, each Obligor Borrower (or a Subsidiary of Borrower) owns either directly in its own name, or indirectly through its percentage ownership interest in the Partnerships, the working interests and net revenue interests in production attributable to its the Hydrocarbon Interests reflected in the most recently delivered Ownership Report or updated Reserve Report, and the ownership of such Oil and Gas Properties shall not in any material respect obligate such Obligor Borrower (or its Subsidiary) to bear the costs and expenses relating to the maintenance, development and operations of each such Oil and Gas Property in an amount in excess of the working interest of each Oil and Gas Property set forth in the most recently delivered Reserve Report; provided that to the extent an Obligor is a general partner of a Partnership, such Obligor is liable for all of the costs and expenses attributable to such Partnership’s interest, but only entitled to such Obligor’s percentage interest in such Partnership’s net revenues. In the event an Obligor, as a general partner, pays more than its partnership share of such Partnership’s costs and expenses, such Obligor is entitled to reimbursement of such excess amount out of the future income of such Partnership. All information contained in the most recently delivered Ownership Report and Reserve Report is true and correct in all material respects as of the date thereof. (b) All leases and agreements necessary for the conduct of the business of the Obligors Borrower and its Subsidiaries are valid and subsisting, in full force and effect and and, to the knowledge of Borrower, there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which would affect in any material respect the conduct of the business of any ObligorBorrower and its Subsidiaries. (c) The rights, Properties and other assets presently owned, leased or licensed by the Obligors Borrower and its Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit each Obligor Borrower and its Subsidiaries to conduct its their business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (d) All of the assets and Properties of any Obligor Borrower and its Subsidiaries which are reasonably necessary for the operation of its business are in good working condition and are maintained in accordance with prudent business standards. (e) There are no outstanding preferential rights or consents to assign affecting Borrower or any Subsidiary’s Oil and Gas Properties that would impair, inhibit or prevent Borrower or any Subsidiary from freely granting security interests therein or any lienholder from exercising remedies, including any judicial or private foreclosure sale or deed-in-lieu of such sale and transfer to third parties.

Titles, etc. (a) Each Except as set out in Schedule 7.10, each of the Obligors Borrower and its Subsidiaries has good and marketable defensible title to its Oil and Gas material (individually or in the aggregate) Properties, free and clear of all Liens, except Excepted LiensLiens permitted by Section 9.02. After Except as set forth in Schedule 7.10, after giving full effect to the Excepted Liens, each Obligor the Borrower owns either directly in its own name, or indirectly through its percentage ownership interest in the Partnerships, the net interests in production attributable to its the Hydrocarbon Interests reflected in the most recently delivered Ownership Reserve Report and the ownership of such Oil and Gas Properties shall not in any material respect obligate such Obligor the Borrower to bear the costs and expenses relating to the maintenance, development and operations of each such Oil and Gas Property in an amount in excess of the working interest of each Oil and Gas Property set forth in the most recently delivered Reserve Report; provided that to the extent an Obligor is Report without a general partner of a Partnership, such Obligor is liable for all of the costs and expenses attributable to such Partnership’s interest, but only entitled to such Obligor’s percentage interest in such Partnership’s net revenues. In the event an Obligor, as a general partner, pays more than its partnership share of such Partnership’s costs and expenses, such Obligor is entitled to reimbursement of such excess amount out of the future income of such Partnership. All information contained proportional increase in the most recently delivered Ownership Report and Reserve Report is true and correct in all material respects as of the date thereofassociated net revenue interest. (b) All leases and agreements necessary for the conduct of the business of the Obligors Borrower and its Subsidiaries are valid and subsisting, in full force and effect (including as to depths) and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default by the Borrower and/or its Subsidiaries, and to the best of the Borrower's knowledge, there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default by a third party, under any such lease or leases, which would affect in any material respect the conduct of the business of any Obligorthe Borrower and its Subsidiaries. (c) The rights, Properties and other assets presently owned, leased or licensed by the Obligors Borrower and its Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit each Obligor the Borrower and its Subsidiaries to conduct its their business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (d) All of the assets and Properties of any Obligor the Borrower and its Subsidiaries which are reasonably necessary for the operation of its business are in good operable working condition and are maintained in accordance with prudent business standards.

Titles, etc. (a) Each of the Obligors Borrower and its Subsidiaries has good and marketable title to its Oil and Gas Properties, free and clear of all Liens, except Excepted Liens. After giving full effect to the Excepted Liens, each Obligor owns either directly in its own name, or indirectly through its percentage ownership interest in the Partnerships, the net interests in production attributable to its Hydrocarbon Interests reflected in the most recently delivered Ownership Report and the ownership of such Oil and Gas Properties shall not in any material respect obligate such Obligor to bear the costs and expenses relating to the maintenance, development and operations of each such Oil and Gas Property in an amount in excess of the working interest of each Oil and Gas Property set forth in the most recently delivered Reserve Report; provided that to the extent an Obligor is a general partner of a Partnership, such Obligor is liable for all of the costs and expenses attributable to such Partnership’s 's interest, but only entitled to such Obligor’s 's percentage interest in such Partnership’s 's net revenues. In the event an Obligor, as a general partner, pays more than its partnership share of such Partnership’s 's costs and expenses, such Obligor is entitled to reimbursement of such excess amount out of the future income of such Partnership. All information contained in the most recently delivered Ownership Report and Reserve Report is true and correct in all material respects as of the date thereof. (b) All leases and agreements necessary for the conduct of the business of the Obligors Borrower and its Subsidiaries are valid and subsisting, in full force and effect and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which would affect in any material respect the conduct of the business of any ObligorObligor and its Subsidiaries. (c) The rights, Properties and other assets presently owned, leased or licensed by the Obligors Borrower and its Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit each Obligor and its Subsidiaries to conduct its business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (d) All of the assets and Properties of any Obligor Borrower and its Subsidiaries which are reasonably necessary for the operation of its business are in good working condition and are maintained in accordance with prudent business standards.

Titles, etc. (a) Each Except as set out in SCHEDULE 7.10, each of the Obligors Borrower and its Subsidiaries has good and marketable defensible title to its Oil and Gas material (individually or in the aggregate) Properties, free and clear of all Liens, except Excepted LiensLiens permitted by Section 9.02. After Except as set forth in SCHEDULE 7.10, after giving full effect to the Excepted Liens, each Obligor the Borrower owns either directly in its own name, or indirectly through its percentage ownership interest in the Partnerships, the net interests in production attributable to its the Hydrocarbon Interests reflected in the most recently delivered Ownership Reserve Report and the ownership of such Oil and Gas Properties shall not in any material respect obligate such Obligor the Borrower to bear the costs and expenses relating to the maintenance, development and operations of each such Oil and Gas Property in an amount in excess of the working interest of each Oil and Gas Property set forth in the most recently delivered Reserve Report; provided that to the extent an Obligor is a general partner of a Partnership, such Obligor is liable for all of the costs and expenses attributable to such Partnership’s interest, but only entitled to such Obligor’s percentage interest in such Partnership’s net revenues. In the event an Obligor, as a general partner, pays more than its partnership share of such Partnership’s costs and expenses, such Obligor is entitled to reimbursement of such excess amount out of the future income of such Partnership. All information contained in the most recently delivered Ownership Report and Reserve Report is true and correct in all material respects as of the date thereof. (b) All leases and agreements necessary for the conduct of the business of the Obligors Borrower and its Subsidiaries are valid and subsisting, in full force and effect (including as to depths) and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which would adversely affect in any material respect the conduct of the business of any Obligorthe Borrower and its Subsidiaries. (c) The rights, Properties and other assets presently owned, leased or licensed by the Obligors Borrower and its Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit each Obligor the Borrower and its Subsidiaries to conduct its their business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (d) All of the assets and Properties of any Obligor the Borrower and its Subsidiaries which are reasonably necessary for the operation of its business are in good working condition and are maintained in accordance with prudent business standards.

Titles, etc. (a) Each Except as set out in Schedule 7.10, each of the Obligors and its Subsidiaries has good and marketable defensible title to its Oil and Gas material (individually or in the aggregate) Properties, free and clear of all Liens, except Excepted LiensLiens permitted by Section 9.02. After Except as set forth in Schedule 7.10, after giving full effect to the Excepted LiensLiens and any Transfers of Oil and Gas Properties, the Obligors and Subsidiaries, each Obligor owns either directly in with respect to its Properties, own name, or indirectly through its percentage ownership interest in the Partnerships, the net interests in production attributable to its the Hydrocarbon Interests reflected in the most recently delivered Ownership Reserve Report and the ownership of such Oil and Gas Properties shall not in any material respect obligate such Obligor the Obligors and Subsidiaries, each with respect to its Properties, to bear the costs and expenses relating to the maintenance, development and operations of each such Oil and Gas Property in an amount in excess of the working interest of each Oil and Gas Property set forth in the most recently delivered Reserve Report; provided that to the extent an Obligor is a general partner of a Partnership, such Obligor is liable for all of the costs and expenses attributable to such Partnership’s interest, but only entitled to such Obligor’s percentage interest in such Partnership’s net revenues. In the event an Obligor, as a general partner, pays more than its partnership share of such Partnership’s costs and expenses, such Obligor is entitled to reimbursement of such excess amount out of the future income of such Partnership. All information contained in the most recently delivered Ownership Report and Reserve Report is true and correct in all material respects as of the date thereof. (b) All leases and agreements necessary for the conduct of the business of the Obligors and their Subsidiaries are valid and subsisting, in full force and effect and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which would affect in any material respect the conduct of the business of any Obligorthe Obligors and their Subsidiaries. (c) The rights, Properties and other assets presently owned, leased or licensed by the Obligors including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit each Obligor to conduct its business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (d) All of the assets and Properties of any Obligor the Obligors and their Subsidiaries which are reasonably necessary for the operation of its business are in good working condition and are maintained in accordance with prudent business standards. (d) All or portions of the Obligors' Oil and Gas Properties may be comprised of interests which are other than working interests or which may be operated by a party or parties other than an Obligor and to the extent that all or any such interests and properties as may be comprised of interests other than working interests or which may be operated by parties other than an Obligor, the representations set forth in Sections 7.10(b) and (c) are modified to be subject to the knowledge of the Obligors.

Titles, etc. (a) Each Except as set out in Schedule 7.10, each of the Obligors and its ------------- Subsidiaries has good and marketable defensible title to its Oil and Gas material (individually or in the aggregate) Properties, free and clear of all Liens, except Excepted LiensLiens permitted by Section 9.02. After Except as set forth in Schedule 7.10, after ------------- giving full effect to the Excepted Liens, each Obligor owns either directly in its own name, or indirectly through its percentage ownership interest in the Partnerships, the net interests in production attributable to its Hydrocarbon Interests reflected in the most recently delivered Ownership Reserve Report and the ownership of such Oil and Gas Properties shall not in any material respect obligate such Obligor to bear the costs and expenses relating to the maintenance, development and operations of each such Oil and Gas Property in an amount in excess of the working interest of each Oil and Gas Property set forth in the most recently delivered Reserve Report; provided that to the extent an Obligor is a general partner of a Partnership, such Obligor is liable for all of the costs and expenses attributable to such Partnership’s interest, but only entitled to such Obligor’s percentage interest in such Partnership’s net revenues. In the event an Obligor, as a general partner, pays more than its partnership share of such Partnership’s costs and expenses, such Obligor is entitled to reimbursement of such excess amount out of the future income of such Partnership. All information contained in the most recently delivered Ownership Report and Reserve Report is true and correct in all material respects as of the date thereof. (b) All leases and agreements necessary for the conduct of the business of the Obligors each Obligor and its Subsidiaries are valid and subsisting, in full force and effect and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which would affect in any material respect the conduct of the business of any ObligorObligor and its Subsidiaries. (c) The rights, Properties and other assets presently owned, leased or licensed by the Obligors each Obligor and its Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit each Obligor and its Subsidiaries to conduct its business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (d) All of the assets and Properties of any each Obligor and its Subsidiaries which are reasonably necessary for the operation of its business are in good working condition and are maintained in accordance with prudent business standards.

Titles, etc. (a) Each To the best of the Obligors Borrower’s knowledge and belief: (i) Except as set out in Schedule 9(j) or as otherwise disclosed to the Lenders in writing, each of the Borrower and its Subsidiaries has good and marketable defensible title to its Oil and Gas material (individually or in the aggregate) Properties, free and clear of all Liens, except Excepted LiensLiens permitted by Section 12(b). After Except as set forth in Schedule 9(j) or as otherwise disclosed to the Lenders in writing, after giving full effect to the Excepted Permitted Liens, each Obligor the Borrower owns either directly in its own name, or indirectly through its percentage ownership interest in the Partnerships, at least the net interests in production attributable to its the Hydrocarbon Interests reflected in the most recently delivered Ownership Reserve Report and the ownership of such Oil and Gas Properties shall not in any material respect obligate such Obligor the Borrower to bear the costs and expenses relating to the maintenance, development and operations of each such Oil and Gas Property in an amount in excess of the working interest of each Oil and Gas Property set forth in the most recently delivered Reserve Report; provided that to the extent an Obligor is a general partner of a Partnership, such Obligor is liable for all of the costs and expenses attributable to such Partnership’s interest, but only entitled to such Obligor’s percentage interest in such Partnership’s net revenues. In the event an ObligorAll factual information, as a general partneropposed to projections, pays more than its partnership share of such Partnership’s costs and expenses, such Obligor is entitled to reimbursement of such excess amount out of the future income of such Partnership. All information contained in the most recently delivered Ownership Report and Reserve Report is true and correct in all material respects as of the date thereof. (bii) All leases and agreements necessary in any material respect for the conduct of the business of the Obligors Borrower and its Subsidiaries are valid and subsisting, in full force and effect (including as to depths) and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which would affect in any material respect the conduct of the business of any Obligorthe Borrower and its Subsidiaries. (ciii) Without regard to any consent or non-consent provision of any joint operating agreement covering any of the Mortgaged Properties, the Borrower’s share of (A) the costs for each Mortgaged Property is not greater than the decimal fraction set forth in Exhibit A hereto for such Mortgaged Property, before and after payout, as the case may be, and described therein by the respective designations working interest (WI), gross working interest (GWI) or similar terms, and (B) production from, allocated to or attributed to each such Mortgaged Property is not less than the decimal fraction set forth in such Exhibit A hereto for such Mortgaged Property, before and after payout, as the case may be, and described therein by the designations net revenue interest (NRI) or similar terms. (iv) The rights, Properties and other assets presently owned, leased or licensed by the Obligors Borrower and its Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit each Obligor the Borrower and its Subsidiaries to conduct its their business in all material respects in the same manner as its such business has been conducted prior to the Closing Date. (dv) All of the assets and Properties of any Obligor the Borrower and its Subsidiaries which are reasonably necessary for the operation of its their business are in good working condition and are maintained in accordance with prudent business standards.

Titles, etc. (a) Each Except as set out in Schedule 4.10, each of the Obligors Borrower and its Subsidiaries has good and marketable defensible title to its Oil and Gas material (individually or in the aggregate) Properties, free and clear of all Liens, except Excepted LiensLiens permitted by Section 6.02 and Liens incident to the First Lien Loan Agreement. After Except as set forth in Schedule 4.10, after giving full effect to the Excepted Liens, each Obligor the Borrower owns either directly in its own name, or indirectly through its percentage ownership interest in the Partnerships, the net interests in production attributable to its the Hydrocarbon Interests reflected in the most recently delivered Ownership Reserve Report and the ownership of such Oil and Gas Properties shall not in any material respect obligate such Obligor the Borrower to bear the costs and expenses relating to the maintenance, development and operations of each such Oil and Gas Property in an amount in excess of the working interest of each Oil and Gas Property set forth in the most recently delivered Reserve Report; provided that to the extent an Obligor is Report without a general partner of a Partnership, such Obligor is liable for all of the costs and expenses attributable to such Partnership’s interest, but only entitled to such Obligor’s percentage interest in such Partnership’s net revenues. In the event an Obligor, as a general partner, pays more than its partnership share of such Partnership’s costs and expenses, such Obligor is entitled to reimbursement of such excess amount out of the future income of such Partnership. All information contained proportional increase in the most recently delivered Ownership Report and Reserve Report is true and correct in all material respects as of the date thereofassociated net revenue interest. (b) All leases and agreements necessary for the conduct of the business of the Obligors Borrower and its Subsidiaries are valid and subsisting, in full force and effect (including as to depths) and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default by the Borrower and/or its Subsidiaries, and to the best of the Borrower’s knowledge, there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default by a third party, under any such lease or leases, which would affect in any material respect the conduct of the business of any Obligorthe Borrower and its Subsidiaries. (c) The rights, Properties and other assets presently owned, leased or licensed by the Obligors Borrower and its Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit each Obligor the Borrower and its Subsidiaries to conduct its their business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (d) All of the assets and Properties of any Obligor the Borrower and its Subsidiaries which are reasonably necessary for the operation of its business are in good operable working condition and are maintained in accordance with prudent business standards.

Titles, etc. (a) Each Except as set out in the title reports delivered to the Agent prior to the Closing Date, each of the Obligors Borrower and the Restricted Subsidiaries has good and marketable defensible title to its Oil and Gas material (individually or in the aggregate) Properties, free and clear of all LiensLiens except Liens permitted by Section 9.02. Except as set forth in Schedules 7.10 and 9.02, except Excepted Liens. After after giving full effect to the Excepted Liens, the Borrower or each Obligor Restricted Subsidiary, as applicable, owns either directly in its own name, or indirectly through its percentage ownership interest in the Partnerships, the net interests in production attributable to its the Hydrocarbon Interests reflected in the most recently delivered Ownership Reserve Report and the ownership of such Oil and Gas Properties shall not in any material respect obligate such Obligor the Borrower or any Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Oil and Gas Property in an amount in excess of the working interest of each Oil and Gas Property set forth in the most recently delivered Reserve Report; provided that to the extent an Obligor is a general partner of a Partnership, such Obligor is liable for all of the costs and expenses attributable to such Partnership’s interest, but only entitled to such Obligor’s percentage interest in such Partnership’s net revenues. In the event an Obligor, as a general partner, pays more than its partnership share of such Partnership’s costs and expenses, such Obligor is entitled to reimbursement of such excess amount out of the future income of such Partnership. All factual information contained in the most recently delivered Ownership Report and Reserve Report is true and correct in all material respects as of the date thereof. (b) All leases and agreements necessary for the conduct of the business of the Obligors Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which would affect in any material respect the conduct of the business of any Obligorthe Borrower and the Restricted Subsidiaries. (c) The rights, Properties and other assets presently owned, leased or licensed by the Obligors Borrower and the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit each Obligor the Borrower and the Restricted Subsidiaries to conduct its their business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (d) All Except as set forth on Schedule 7.10, all of the assets and Properties of any Obligor the Borrower and the Restricted Subsidiaries which are reasonably necessary for the operation of its business are in good working condition and are maintained in accordance with prudent business standards.

Titles, etc. (a) Each Except as set out in Schedule 7.10, each of the Obligors Borrower and its material Subsidiaries has good and marketable defensible title to its Oil and Gas material (individually or in the aggregate) Properties, free and clear of all Liens, except Excepted LiensLiens permitted by Section 9.02. After Except as set forth in Schedule 7.10, after giving full effect to the Excepted Liens, each Obligor the Borrower (i) owns either directly in its own name, or indirectly through its percentage ownership interest in the Partnerships, the net interests in production attributable to its the Hydrocarbon Interests reflected in the most recently delivered Ownership Reserve Report (except, until the Beaver Creek Acquisition, the Properties to be acquired thereby) and the ownership of such Oil and Gas Properties shall not in any material respect obligate such Obligor the Borrower to bear the costs and expenses relating to the maintenance, development and operations of each such Oil and Gas Property in an amount in excess of the working interest of each Oil and Gas Property set forth in the most recently delivered Reserve Report; Report and (ii) subject to determination of any Alleged Title Defects within the 90 day period provided that in Section 4.2 of the Amoco Purchase and Sale Agreement, the Borrower owns the net interests in production in the Amoco Properties set forth in the Initial Reserve Reports (except, until the Beaver Creek Acquisition, the Properties to be acquired thereby) and such Properties shall not in any material respect obligate the extent an Obligor is a general partner of a Partnership, such Obligor is liable for all of Borrower to bear the costs and expenses attributable relating to the maintenance, development and operations of each such Partnership’s interest, but only entitled to such Obligor’s percentage interest Property in such Partnership’s net revenues. In the event an Obligor, as a general partner, pays more than its partnership share of such Partnership’s costs and expenses, such Obligor is entitled to reimbursement of such amount in excess amount out of the future income working interest of such Partnershipeach Property reflected in the Initial Reserve Reports. All information contained in the Initial Reserve Reports and the most recently delivered Ownership Report and Reserve Report is true and correct in all material respects as of the date thereof. (b) All material leases and material agreements necessary for the conduct of the business of the Obligors Borrower and its Subsidiaries are valid and subsisting, in full force and effect and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which would affect in any material respect the conduct of the business of any Obligorthe Borrower and its Subsidiaries. (c) The rights, Properties and other assets presently owned, leased or licensed by the Obligors Borrower and its Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit each Obligor the Borrower and its Subsidiaries to conduct its their business with respect to the Amoco Properties acquired by the Borrower in all material respects in the same manner as its business has been conducted prior to the Closing Date. (d) All of the assets and Properties of any Obligor the Borrower and its material Subsidiaries which are reasonably necessary for the operation of its business are in good working condition in all material respects and are maintained in all material respects in accordance with prudent business standards.

Titles, etc. (a) Each Subject to the matters set out in Schedule 3.11, each of the Obligors Company and the Subsidiaries has good and marketable title defensible title, in all material respects, to its the material Oil and Gas PropertiesProperties that are evaluated in the most recently delivered reserve report, free and clear of all Liens, except other than Excepted Liens. After Except for immaterial divergences, after giving full effect to the Excepted Liens, each Obligor owns either directly the Company owns, in its own name, or indirectly through its percentage ownership interest in the Partnershipsall material respects, the net interests in production attributable to its the Hydrocarbon Interests reflected that are evaluated in the most recently delivered Ownership Report reserve report, and the ownership of such Oil and Gas Properties Hydrocarbon Interests shall not in any material respect obligate such Obligor the Company to bear the costs and expenses relating to the maintenance, development and operations of each such Oil and Gas Property Hydrocarbon Interest in an amount in excess of the working interest of each Oil and Gas Property set forth such Hydrocarbon Interest (without a corresponding increase in the net revenue interest). The Company does not believe, based upon information in its possession, that its most recently delivered Reserve Report; provided reserve report materially overstates its oil and gas reserves, bearing in mind that reserves are evaluated based upon estimates and assumptions with respect to the extent an Obligor is a general partner which reasonable minds of a Partnership, such Obligor is liable for all of the costs and expenses attributable to such Partnership’s interest, but only entitled to such Obligor’s percentage interest in such Partnership’s net revenues. In the event an Obligor, as a general partner, pays more than its partnership share of such Partnership’s costs and expenses, such Obligor is entitled to reimbursement of such excess amount out of the future income of such Partnership. All information contained in the most recently delivered Ownership Report and Reserve Report is true and correct in all material respects as of the date thereofcompetent reserve engineers may differ. (b) All leases and agreements necessary for the conduct of the business of the Obligors Company and the Subsidiaries are valid and subsisting, in all material respects, in full force and effect and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which would affect in any material respect have a Material Adverse Effect on the conduct of the business of any Obligorthe Company and the Subsidiaries. (c) The rights, Oil and Gas Properties and other assets presently owned (whether of record or beneficially owned), leased or licensed by the Obligors Company and the Subsidiaries, including, without limitation, all easements and rights of way, include all rights, Properties and other assets properties necessary to permit each Obligor the Company and the Subsidiaries to conduct its their business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (d) All of the assets properties of the Company and Properties of any Obligor the Subsidiaries which are reasonably necessary for the operation of its their business are in good working condition in all material respects and are maintained in accordance with prudent business standards.

Titles, etc. (a) Each Subject to the matters set out in Schedule 3.11, each of the Obligors Company and the Subsidiaries has good and marketable title defensible title, in all material respects, to its the material Oil and Gas PropertiesProperties that are evaluated in the most recently delivered reserve report, free and clear of all Liens, except other than Excepted Liens. After Except for immaterial divergences, after giving full effect to the Excepted Liens, each Obligor owns either directly the Company owns, in its own name, or indirectly through its percentage ownership interest in the Partnershipsall material respects, the net interests in production attributable to its the Hydrocarbon Interests reflected that are evaluated in the most recently delivered Ownership Report reserve report, and the ownership of such Oil and Gas Properties Hydrocarbon Interests shall not in any material respect obligate such Obligor the Company to bear the costs and expenses relating to the maintenance, development and operations of each such Oil and Gas Property Hydrocarbon Interest in an amount in excess of the working interest of each Oil and Gas Property set forth such Hydrocarbon Interest (without a corresponding increase in the net revenue interest). The Company does not believe, based upon information in its possession, that its most recently delivered Reserve Report; provided reserve report materially overstates its oil and gas reserves, bearing in mind that reserves are evaluated based upon estimates and assumptions with respect to the extent an Obligor is a general partner which reasonable minds of a Partnership, such Obligor is liable for all of the costs and expenses attributable to such Partnership’s interest, but only entitled to such Obligor’s percentage interest in such Partnership’s net revenues. In the event an Obligor, as a general partner, pays more than its partnership share of such Partnership’s costs and expenses, such Obligor is entitled to reimbursement of such excess amount out of the future income of such Partnership. All information contained in the most recently delivered Ownership Report and Reserve Report is true and correct in all material respects as of the date thereofcompetent reserve engineers may differ. (b) All leases and agreements necessary for the conduct of the business of the Obligors Company and the Subsidiaries are valid and subsisting, in all material respects, in full force and effect and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which would affect in any material respect have a Material Adverse Effect on the conduct of the business of any Obligorthe Company and the Subsidiaries. (c) The rights, Oil and Gas Properties and other assets presently owned (whether of record or beneficially owned), leased or licensed by the Obligors Company and the Subsidiaries, including, without limitation, all easements and rights of way, include all rights, Properties and other assets properties necessary to permit each Obligor the Company and the Subsidiaries to conduct its their business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (dx) All of the assets properties of the Company and Properties of any Obligor the Subsidiaries which are reasonably necessary for the operation of its their business are in good working condition in all material respects and are maintained in accordance with prudent business standards.

Titles, etc. (a) Each Except as set out in Schedule 7.10, each of the Obligors Borrower and its Subsidiaries has good and marketable defensible title to its Oil and Gas material (individually or in the aggregate) Properties, including, without limitation, the Acquired Assets, free and clear of all Liens, except Excepted LiensLiens permitted by Section 9.02. After Except as set forth in Schedule 7.10, after giving full effect to the Excepted Liens, each Obligor the Borrower owns either directly in its own name, or indirectly through its percentage ownership interest in the Partnerships, the net interests in production attributable to its the Hydrocarbon Interests reflected in the most recently delivered Ownership Reserve Report and the ownership of such Oil and Gas Properties shall not in any material respect obligate such Obligor the Borrower to bear the costs and expenses relating to the maintenance, development and operations of each such Oil and Gas Property in an amount in excess of the working interest of each Oil and Gas Property set forth in the most recently delivered Reserve Report; provided that to the extent an Obligor is Report without a general partner of a Partnership, such Obligor is liable for all of the costs and expenses attributable to such Partnership’s interest, but only entitled to such Obligor’s percentage interest in such Partnership’s net revenues. In the event an Obligor, as a general partner, pays more than its partnership share of such Partnership’s costs and expenses, such Obligor is entitled to reimbursement of such excess amount out of the future income of such Partnership. All information contained proportional increase in the most recently delivered Ownership Report and Reserve Report is true and correct in all material respects as of the date thereofassociated net revenue interest. (b) All leases and agreements necessary for the conduct of the business of the Obligors Borrower and its Subsidiaries are valid and subsisting, in full force and effect (including as to depths) and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default by the Borrower and/or its Subsidiaries, and to the best of the Borrower’s knowledge, there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default by a third party, under any such lease or leases, which would affect in any material respect the conduct of the business of any Obligorthe Borrower and its Subsidiaries. (c) The rights, Properties and other assets presently owned, leased or licensed by the Obligors Borrower and its Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit each Obligor the Borrower and its Subsidiaries to conduct its their business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (d) All of the assets and Properties of any Obligor the Borrower and its Subsidiaries which are reasonably necessary for the operation of its business are in good operable working condition and are maintained in accordance with prudent business standards.

Titles, etc. (a) Each Except as set out in Schedule 7.10, each of the Obligors Borrower and its Subsidiaries has good and marketable defensible title to its Oil and Gas material (individually or in the aggregate) Properties, including, without limitation, the Acquired Assets, free and clear of all Liens, except Excepted LiensLiens permitted by Section 9.02. After Except as set forth in Schedule 7.10, after giving full effect to the Excepted Liens, each Obligor the Borrower owns either directly in its own name, or indirectly through its percentage ownership interest in the Partnerships, the net interests in production attributable to its the Hydrocarbon Interests reflected in the most recently delivered Ownership Reserve Report and the ownership of such Oil and Gas Properties shall not in any material respect obligate such Obligor the Borrower to bear the costs and expenses relating to the maintenance, development and operations of each such Oil and Gas Property in an amount in excess of the working interest of each Oil and Gas Property set forth in the most recently delivered Reserve Report; provided that to the extent an Obligor is Report without a general partner of a Partnership, such Obligor is liable for all of the costs and expenses attributable to such Partnership’s interest, but only entitled to such Obligor’s percentage interest in such Partnership’s net revenues. In the event an Obligor, as a general partner, pays more than its partnership share of such Partnership’s costs and expenses, such Obligor is entitled to reimbursement of such excess amount out of the future income of such Partnership. All information contained proportional increase in the most recently delivered Ownership Report and Reserve Report is true and correct in all material respects as of the date thereofassociated net revenue interest. (b) All leases and agreements necessary for the conduct of the business of the Obligors Borrower and its Subsidiaries are valid and subsisting, in full force and effect (including as to depths) and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default by the Borrower and/or its Subsidiaries, and to the best of the Borrower's knowledge, there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default by a third party, under any such lease or leases, which would affect in any material respect the conduct of the business of any Obligorthe Borrower and its Subsidiaries. (c) The rights, Properties and other assets presently owned, leased or licensed by the Obligors Borrower and its Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit each Obligor the Borrower and its Subsidiaries to conduct its their business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (d) All of the assets and Properties of any Obligor the Borrower and its Subsidiaries which are reasonably necessary for the operation of its business are in good operable working condition and are maintained in accordance with prudent business standards.

Titles, etc. (a) Each Except as set out in Schedule 7.10, each of the Obligors Borrower and its Subsidiaries has good and marketable defensible title to its Oil and Gas material (individually or in the aggregate) Properties, free and clear of all LiensLiens except Liens permitted by Section 9.02. Except as set forth in Schedule 7.10, except Excepted Liens. After after giving full effect to the Excepted Liens, each Obligor the Borrower owns either directly in its own name, or indirectly through its percentage ownership interest in the Partnerships, the net interests in production attributable to its Hydrocarbon Interests the lands and leases reflected in the most recently delivered Ownership Reserve Report and the ownership of such Oil and Gas Properties shall not in any material respect obligate such Obligor the Borrower to bear the costs and expenses relating to the maintenance, development and operations of each such Oil and Gas Property in an amount in excess of the working interest of each Oil and Gas Property set forth in the most recently delivered Reserve Report; provided that to the extent an Obligor is a general partner of a Partnership, such Obligor is liable for all of the costs and expenses attributable to such Partnership’s interest, but only entitled to such Obligor’s percentage interest in such Partnership’s net revenues. In the event an Obligor, as a general partner, pays more than its partnership share of such Partnership’s costs and expenses, such Obligor is entitled to reimbursement of such excess amount out of the future income of such Partnership. All information contained in the most recently delivered Ownership Report and Reserve Report is true and correct in all material respects as of the date thereof. (b) All material leases and agreements necessary for the conduct of the business of the Obligors Borrower and its Subsidiaries are valid and subsisting, subsisting and are in full force and effect and there effect. There exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, leases which would affect in any material respect the conduct of the business of any Obligorhave a Material Adverse Effect. (c) The rights, Properties properties and other assets presently owned, leased or licensed by the Obligors Borrower and its Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit each Obligor the Borrower and its Subsidiaries to conduct its their business in all material respects in the same manner as its business has been conducted prior to the Closing Date. (d) All of the assets and Properties of any Obligor the Borrower and its Subsidiaries which are reasonably necessary for the operation of its business are in good working condition and are maintained in accordance with prudent business standards.