Common use of Titles, etc Clause in Contracts

Titles, etc. (a) Except as set out in SCHEDULE 7.10, each of the Borrower and its material Subsidiaries has good and defensible title to its material (individually or in the aggregate) Properties, free and clear of all Liens, except Liens permitted by Section 9.02. Except as set forth in SCHEDULE 7.10, after giving full effect to the Excepted Liens, the Borrower (i) owns the net interests in production attributable to the Hydrocarbon Interests reflected in the most recently delivered Reserve Report and the ownership of such Properties shall not in any material respect obligate the Borrower to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report and (ii) the Borrower owns the net interests in production in the Amoco Properties set forth in the Reserve Reports and such Properties shall not in any material respect obligate the Borrower to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property reflected in the Reserve Reports. All information contained in the most recently delivered 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 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 the Borrower and its Subsidiaries. (c) The rights, Properties and other assets presently owned, leased or licensed by the Borrower and its Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit the Borrower and its Subsidiaries to conduct 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 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) Except as set out in SCHEDULE 7.10the title reports delivered to the Agent prior to the Closing Date, each of the Borrower and its material the Restricted Subsidiaries has good and defensible title to its material (individually or in the aggregate) Properties, free and clear of all Liens, Liens except Liens permitted by Section 9.02. Except as set forth in SCHEDULE Schedule 7.10, after giving full effect to the Excepted Liens, the Borrower (i) or each Restricted Subsidiary, as applicable, owns the net interests in production produc- tion attributable to the Hydrocarbon Interests reflected in the most recently delivered Reserve Report and the ownership of such Properties shall not in any material respect obligate the Borrower or any Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report and (ii) the Borrower owns the net interests in production in the Amoco Properties set forth in the Reserve Reports and such Properties shall not in any material respect obligate the Borrower to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property reflected in the Reserve ReportsReport. All factual information contained in the most recently delivered 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 Borrower and its 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 the Borrower and its the Restricted Subsidiaries. (c) The rights, Properties and other assets presently owned, leased or licensed by the Borrower and its the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit the Borrower and its the Restricted Subsidiaries to conduct 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 Except as set forth on Schedule 7.10, all of the assets and Properties of the Borrower and its material the Restricted 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) Except as set out in SCHEDULE Schedule 7.10, Borrower and each of the Borrower and its material Subsidiaries has good and defensible title to its Hydrocarbon Interests and good and defensible title to all other material (individually or in the aggregate) Properties, free and clear of all Liens, except Liens permitted by Section 9.02. Except as set forth in SCHEDULE Schedule 7.10, after giving full effect to the Excepted Liens, the Borrower (ior a Subsidiary of Borrower) owns the working interests and net revenue interests in production attributable to the Hydrocarbon Interests reflected in the most recently delivered or updated Reserve Report Report, and the ownership of such Properties shall not in any material respect obligate the Borrower (or its Subsidiary) to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report and (ii) the Borrower owns the net interests in production in the Amoco Properties set forth in the Reserve Reports and such Properties shall not in any material respect obligate the Borrower to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property reflected in the Reserve ReportsReport. All information contained in the most recently delivered 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 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 the Borrower and its Subsidiaries. (c) The rights, Properties and other assets presently owned, leased or licensed by the Borrower and its Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit the Borrower and its Subsidiaries to conduct 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 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. (e) There are no outstanding preferential rights or consents to assign affecting the Borrower or any Subsidiary’s Oil and Gas Properties that have not otherwise been disclosed to Agent in Schedule 7.10 or for which measures have been taken to the satisfaction of Agent.

Titles, etc. (a) Except as set out in SCHEDULE 7.10the title reports delivered to the Agent prior to the Closing Date, each of the Borrower and its material the Restricted Subsidiaries has good and defensible title to its material (individually or in the aggregate) Properties, free and clear of all Liens, Liens except Liens permitted by Section 9.02. Except as set forth in SCHEDULE 7.10Schedules 7.10 and 7.22, after giving full effect to the Excepted Liens, the Borrower (i) or each Restricted Subsidiary, as applicable, owns the net interests in production attributable to the Hydrocarbon Interests reflected in the most recently delivered Reserve Report Schedule 7.22 and the ownership of such Properties shall not in any material respect obligate the Borrower or any Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations opera- tions of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report and (ii) the Borrower owns the net interests in production in the Amoco Properties set forth in the Reserve Reports and such Properties shall not in any material respect obligate the Borrower to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property reflected in the Reserve Reports. All information contained in the most recently delivered Reserve Report is true and correct in all material respects as of the date thereofSchedule 7.22. (b) All material leases and material agreements necessary for the conduct of the business of the Borrower and its 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 the Borrower and its the Restricted Subsidiaries. (c) The rights, Properties and other assets presently owned, leased or licensed by the Borrower and its the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit the Borrower and its the Restricted Subsidiaries to conduct 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 Except as set forth on Schedule 7.10, all of the assets and Properties of the Borrower and its material the Restricted 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) Except as set out in SCHEDULE 7.10, each of the Borrower and its material Subsidiaries has good and defensible title to its material (individually or in the aggregate) Properties, free and clear of all Liens, except Liens permitted by Section 9.02. Except as set forth in SCHEDULE 7.10, after giving full effect to the Excepted Liens, the Borrower (i) owns the net interests in production attributable to the Hydrocarbon Interests reflected in the most recently delivered Reserve Report and the ownership of such Properties shall not in any material respect obligate the Borrower to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report and (ii) the Borrower owns the net interests in production in the Amoco Properties set forth in the Reserve Reports and such Properties shall not in any material respect obligate the Borrower to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property reflected in the Reserve ReportsReport. All information contained in the most recently delivered 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 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 the Borrower and its Subsidiaries. (c) The rights, Properties and other assets presently owned, leased or licensed by the Borrower and its Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit the Borrower and its Subsidiaries to conduct 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 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) Except as set out in SCHEDULE 7.10, each Each of the Borrower and its material the Restricted Subsidiaries has good and defensible title to its material (individually or Oil and Gas Properties and good title to its material personal Properties, in the aggregate) Propertieseach case, free and clear of all Liens, Liens except Liens permitted by Section 9.029.03. Except as set forth in SCHEDULE 7.10, after After giving full effect to the Excepted Liens, the Borrower (i) or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report Report, and the ownership of such Properties shall not in any material respect obligate the Borrower or such Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report and (ii) the Borrower owns the net interests in production that is not offset by a corresponding proportionate increase in the Amoco Properties set forth Borrower’s or such Restricted Subsidiary’s net revenue interest in the Reserve Reports and such Properties shall not in any material respect obligate the Borrower to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property reflected in the Reserve Reports. All information contained in the most recently delivered Reserve Report is true and correct in all material respects as of the date thereofProperty. (b) All material leases and material agreements necessary for the conduct of the business of the Borrower and its the Restricted Subsidiaries 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 the Borrower and its the Restricted Subsidiaries, taken as a whole. (c) The rights, Properties and other assets presently owned, leased or licensed by the Borrower and its the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit the Borrower and its the Restricted Subsidiaries to conduct 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 the Borrower and its material the Restricted 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.