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 Subsidiaries has good and indefeasible title to its material (individually or in the aggregate) Properties comprising real or immovable property and good and marketable title to its material (individually or in the aggregate) Properties comprising personal or moveable property, 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 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. 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 leases and 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 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 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) The Borrower is approved by the Minerals Management Service to own interests in and serve as operator of United States federal offshore Oil and Gas Properties.

Titles, etc. (a) Except as set out in Schedule 7.10, each of the Borrower and its Subsidiaries the Guarantors has good and indefeasible defensible title to its material (individually or in the aggregate) Properties comprising real or immovable property and good and marketable title to its material (individually or in other than the aggregate) Properties comprising personal or moveable propertyEntrada Assets), 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 owns at least 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 does 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 ReportReport without a corresponding increase in net revenue interest for such Properties. 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 agreements necessary for the conduct of the business of the Borrower and its Subsidiaries the Guarantors 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 leasesagreement, which would affect in any material respect the conduct of the business of the Borrower and its Subsidiariesthe Guarantors. (c) The rights, Properties and other assets presently owned, leased or licensed by the Borrower and its Subsidiaries the Guarantors including, without limitation, all easements and rights of way, include all rights, Properties and other assets reasonably necessary to permit the Borrower and its Subsidiaries the Guarantors to conduct 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 the Borrower and its Subsidiaries the Guarantors which are reasonably necessary for the operation of its business are in good working condition and are maintained in accordance with prudent business customary industry standards. (e) The Borrower is approved by the Minerals Management Service to own interests in and serve as operator of United States federal offshore Oil and Gas Properties.

Titles, etc. (a) Except as set out in Schedule 7.10, each of the Borrower and its Subsidiaries has good and indefeasible defensible title to its material (individually or in the aggregate) Properties comprising real or immovable property and good and marketable title to its material (individually or in the aggregate) Properties comprising personal or moveable propertyProperties, including, 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 owns and the Guarantors own 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 or any Guarantor 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. All information contained Report without a proportional increase in the most recently delivered Reserve Report is true and correct associated net revenue interest. Except as would not reasonably be expected to affect in all any material respects as respect the conduct of the date thereof. (b) All business of the Borrower and its Subsidiaries taken as a whole, all leases and agreements necessary for the conduct of the business of the 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 the Borrower and its SubsidiariesSubsidiaries taken as a whole. (cb) 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 in all material respects in the same manner as its business has been conducted prior to the Closing Date. (dc) All of the assets and Properties of the Borrower and its Subsidiaries which are reasonably necessary for the operation of its business are in good operable working condition (ordinary wear and tear excepted) and are maintained in accordance with prudent business standards. (e) The Borrower is approved by the Minerals Management Service to own interests in and serve as operator of United States federal offshore Oil and Gas Properties.

Titles, etc. (a) Except as set out in Schedule 7.10, each of the Borrower and its Subsidiaries the Guarantors has good and indefeasible defensible title to its material (individually or in the aggregate) Properties comprising real or immovable property and good and marketable title to its material (individually or in other than the aggregate) Properties comprising personal or moveable propertyAdditional Entrada Assets), 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 owns at least 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 does 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 ReportReport without a corresponding increase in net revenue interest for such Properties. 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 agreements necessary for the conduct of the business of the Borrower and its Subsidiaries the Guarantors 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 leasesagreement, which would affect in any material respect the conduct of the business of the Borrower and its Subsidiariesthe Guarantors. (c) The rights, Properties and other assets presently owned, leased or licensed by the Borrower and its Subsidiaries the Guarantors including, without limitation, all easements and rights of way, include all rights, Properties and other assets reasonably necessary to permit the Borrower and its Subsidiaries the Guarantors to conduct 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 the Borrower and its Subsidiaries the Guarantors which are reasonably necessary for the operation of its business are in good working condition and are maintained in accordance with prudent business customary industry standards. (e) The Borrower is approved by the Minerals Management Service to own interests in and serve as operator of United States federal offshore Oil and Gas Properties.

Titles, etc. (a) Except as set out in Schedule 7.107.10 to the Original Credit Agreement, each of the Borrower Holdings and its Subsidiaries has good and indefeasible defensible title to to, or valid leasehold interests in, its material (individually or in the aggregate) Properties comprising real or immovable property and good and marketable title to its material (individually or in the aggregate) Properties comprising personal or moveable propertyProperties, free and clear of all Liens, except Permitted Collateral Liens permitted by Section 9.02. Except as set forth in Schedule 7.10, after giving full effect to the Excepted Liens, the Borrower owns the net interests in production attributable to the Hydrocarbon Interests reflected or Permitted Liens in the most recently delivered Reserve Report and the ownership case of such Properties shall Property 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. All information contained in the most recently delivered Reserve Report is true and correct in all material respects as of the date thereofconstituting Collateral. (b) All leases and agreements necessary for the conduct of the business of the Borrower Holdings 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 would, individually or in any material respect the conduct of the business of the Borrower and its Subsidiariesaggregate, reasonably be expected to have a Material Adverse Effect. (c) The rights, Properties and other assets presently owned, leased or licensed by the Borrower Holdings and its Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit the Borrower Holdings and its Subsidiaries to conduct their business in all material respects in the same manner (except for changes permitted under the Loan Documents) as its their business has been conducted prior to the Original Closing Date. (d) All Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all of the assets and Properties of the Borrower Holdings 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) The Borrower is approved Schedule 8(a)(i) to the Perfection Certificate dated as of the Original Closing Date contains a complete and accurate list of (i) the common address of each Real Property owned in fee by any Company as of the Original Closing Date that, together with any improvements thereon, individually has a Fair Market Value of at least $500,000 (as determined in good faith by the Minerals Parent Borrower), (ii) the name of the record owner of each such owned Real Property, and (iii) the county in which the Mortgage relating to such owned Real Property is to be recorded. Schedule 8(a)(ii) to the Perfection Certificate dated as of the Original Closing Date contains a complete and accurate list of (i) each Real Property leased by any Company, as lessee, sublessee, licensee or sublicensee, as of the Original Closing Date that has a net rentable interior space of at least 3,000 square feet and a lease expiration date not earlier than 3 years from the Original Closing Date (not taking into account any renewals or extension terms that have not been exercised by the applicable Company), (ii) the name of the record tenant of each such leased Real Property, and (iii) the county in which the Mortgage relating to such leased Real Property is to be recorded. Schedule 8(b) to the Perfection Certificate dated as of the Original Closing Date contains a complete and accurate list of (i) each Real Property listed on Schedules 8(a)(i) and 8(a)(ii) that is subject to any leases, subleases, tenancies, franchise agreements, licenses or other occupancy arrangements under which any Company is the owner, lessor, sublessor, licensor, franchisor or grantor, and (ii) the parties to the applicable lease, sublease, tenancy agreement, franchise agreement, license agreement or other agreement. (f) Except as set forth on Schedule 7.10 to the Original Credit Agreement or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Company has received any notice of, or has any knowledge of, the occurrence or pendency or contemplation of any Casualty Event affecting all or any portion of its property. No Mortgage encumbers Real Property with improvements that are located in an area that has been identified by the Federal Emergency Management Service Agency (or any successor agency) as a Special Flood Hazard Area with respect to own interests which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in and serve as operator of United States federal offshore Oil and Gas Propertieseffect or successor act thereto) unless flood insurance available under such Act or otherwise has been obtained in accordance with Section 8.03(c).

Titles, etc. (a) Except as set out in Schedule 7.107.10 to the Original Credit Agreement, each of the Borrower Holdings and its Subsidiaries has good and indefeasible defensible title to to, or valid leasehold interests in, its material (individually or in the aggregateaggre- gate) Properties comprising real or immovable property and good and marketable title to its material (individually or in the aggregate) Properties comprising personal or moveable propertyProperties, free and clear of all Liens, except Permitted Collateral Liens permitted by Section 9.02. Except as set forth in Schedule 7.10, after giving full effect to the Excepted Liens, the Borrower owns the net interests in production attributable to the Hydrocarbon Interests reflected or Permitted Liens in the most recently delivered Reserve Report and the ownership case of such Properties shall Prop- erty 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. All information contained in the most recently delivered Reserve Report is true and correct in all material respects as of the date thereofconstituting Collateral. (b) All leases and agreements necessary for the conduct of the business of the Borrower Holdings and its Subsidiaries Subsidiar- ies 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 would, individually or in any material respect the conduct of the business of the Borrower and its Subsidiariesaggregate, reasonably be expected to have a Material Adverse Effect. (c) The rights, Properties and other assets presently owned, leased or licensed by the Borrower Holdings and its Subsidiaries including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to permit the Borrower Holdings and its Subsidiaries to conduct their business in all material respects in the same manner (except for changes permitted under the Loan Documents) as its their business has been conducted prior to the Original Closing Date. (d) All Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all of the assets and Properties of the Borrower Holdings 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) The Borrower is approved Schedule 8(a)(i) to the Perfection Certificate dated as of the Original Closing Date contains a complete and accurate list of (i) the common address of each Real Property owned in fee by any Company as of the Original Closing Date that, together with any improvements thereon, individually has a Fair Market Value of at least $500,000 (as determined in good faith by the Minerals Parent Borrower), (ii) the name of the record owner of each such owned Real Property, and (iii) the county in which the Mortgage relating to such owned Real Property is to be rec- orded. Schedule 8(a)(ii) to the Perfection Certificate dated as of the Original Closing Date contains a complete and accurate list of (i) each Real Property leased by any Company, as lessee, sublessee, licensee or sublicensee, as of the Original Closing Date that has a net rentable interior space of at least 3,000 square feet and a lease expiration date not earlier than 3 years from the Original Closing Date (not taking into account any renewals or extension terms that have not been exercised by the applicable Company), (ii) the name of the record tenant of each such leased Real Property, and (iii) the county in which the Mortgage relating to such leased Real Property is to be recorded. Sched- ule 8(b) to the Perfection Certificate dated as of the Original Closing Date contains a complete and accurate list of (i) each Real Property listed on Schedules 8(a)(i) and 8(a)(ii) that is subject to any leases, subleases, tenancies, xxxx- chise agreements, licenses or other occupancy arrangements under which any Company is the owner, lessor, subles- sor, licensor, franchisor or grantor, and (ii) the parties to the applicable lease, sublease, tenancy agreement, franchise agreement, license agreement or other agreement. (f) Except as set forth on Schedule 7.10 to the Original Credit Agreement or as would not, individual- ly or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Company has received any no- xxxx of, or has any knowledge of, the occurrence or pendency or contemplation of any Casualty Event affecting all or any portion of its property. No Mortgage encumbers Real Property with improvements that are located in an area that has been identified by the Federal Emergency Management Service Agency (or any successor agency) as a Special Flood Hazard Area with respect to own interests which flood insurance has been made available under the National Flood Insur- ance Act of 1968 (as now or hereafter in and serve as operator of United States federal offshore Oil and Gas Propertieseffect or successor act thereto) unless flood insurance available under such Act or otherwise has been obtained in accordance with Section 8.03(c).