Wxxxx and Equipment. To the Company’s Knowledge, and except as set forth on Schedule 7.27:
(a) all Wxxxx have been drilled and completed within the geographic limits permitted by all applicable Leases;
(b) no Well is subject to penalties on allowables after the Effective Time because of any overproduction or any other violation of Laws;
(c) there are no Wxxxx, platforms, or other Equipment located on the Oil & Gas Assets that the Company is obligated as of the Effective Time by any Law to plug, dismantle, or abandon; and
(d) all currently producing Wxxxx (and related Equipment) are in all material respects an operable state of repair adequate to maintain normal operations in accordance with past practices, ordinary wear and tear excepted.
Wxxxx and Equipment. Except as set forth on Schedule 4.17 of the Parent Disclosure Letter, or as has not and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect:
(a) all Wxxxx have been drilled and completed at locations within the limits permitted by all applicable Oil and Gas Leases, Contracts, pooling or unit agreements and applicable Laws, in each case, in all material respects;
(b) no Well is subject to penalties on allowables because of any overproduction or any other violation of Laws;
(c) (i) Parent has not received any written notices or demands from Governmental Authorities or other Third Parties to plug or abandon any Wxxxx and (ii) there are no Wxxxx that Parent or any of its Subsidiaries is currently obligated (directly or indirectly as a working interest owner) by Law or contract to plug and abandon that have not been plugged and abandoned in accordance in all material respects with all applicable Laws; and
(d) all currently producing Wxxxx and equipment used or held for use in connection with the operation of the Properties is, in all material respects, in an operable state of repair adequate to maintain normal operations in accordance with past practices, ordinary wear and tear excepted; notwithstanding anything to the contrary herein, with respect to Parent Assets that are operated by a Person other than Parent or its Subsidiaries, the representations and warranties set forth in this Section 4.17 are limited to the knowledge of Parent.
Wxxxx and Equipment. Except as set forth on Schedule 4.20:
(a) all currently producing Wxxxx (and related Equipment) are in operable state of repair adequate to maintain normal operations in accordance with past practices, ordinary wear and tear excepted;
(b) with respect to the Assets that Seller or its Affiliates operate and, to Seller’s Knowledge, with respect to the Non-Operated Assets, there are no shut-in or temporarily abandoned Wxxxx located on the Assets; and
(c) with respect to the Assets that Seller or its Affiliates operate and, to Seller’s Knowledge, with respect to the Non-Operated Assets: (i) all Wxxxx have been drilled and completed within the limits permitted by all applicable Leases, (ii) there is no Well included in the Assets with respect to which Seller is currently obligated by any Laws or Order of a Governmental Authority to plug, dismantle, or abandon that has not been plugged or abandoned, and (iii) there is no Well included in the Assets that is subject to penalties on allowables because of any overproduction or any other violation of Law.
Wxxxx and Equipment. With respect to any Oil and Gas Properties that are operated by any Company Group Member, to the Companies’ knowledge and, except as set forth on Schedule 4.25: (a) all Wxxxx have been drilled and completed within the limits permitted by applicable Laws and Leases; (b) no Well is subject to penalties on allowables after the Effective Time; (c) there is no Well operated by any Company Group Member located on the Oil and Gas Properties (i) with respect to which there is an order or other demand from a Governmental Authority requiring that such well be currently plugged and abandoned and for which plugging and abandonment have not been completed, or is otherwise currently obligated by applicable Law to plug and abandon or (ii) that is neither in use for purposes of production or injection, nor suspended nor temporarily abandoned in accordance with applicable Law, Contract and the Leases, and to the Companies’ knowledge, there are no Wxxxx or other equipment located on the Oil and Gas Properties that any Company Group Member is currently obligated by Law or Contract to currently plug, dismantle or abandon; and (d) as of the Execution Date, there are no Oil and Gas Properties that have been plugged, dismantled or abandoned by any Company Group Member or to the Companies’ knowledge, by any Third Party operator, in a manner that does not comply in all material respects with applicable Law, Contract and the Leases.
Wxxxx and Equipment. Except as set forth on Schedule 4.11:
(a) all Wxxxx have been drilled and completed within the limits permitted by all applicable Leases and Contracts in all material respects and no Well is subject to penalties on allowables with regard to time periods after the Effective Date because of any overproduction or any other violation of Laws;
(b) to Seller’s knowledge as of the Execution Date, all currently producing Wxxxx (and related Equipment) are in an operable state of repair adequate to maintain normal operations in accordance with past practices, ordinary wear and tear excepted; and
(c) the Properties do not contain any Equipment, dry holes, or shut in or otherwise inactive wxxxx that Seller, its Affiliates (or in the case of Properties operated by a Third Party operator, such Third Party operator) is currently as of the Execution Date obligated by applicable Law to plug, dismantle or abandon, other than wxxxx that have been plugged and abandoned in accordance with all applicable Laws; and
(d) to Seller’s knowledge, Seller has defensible title to, or a valid leasehold interest in, all Equipment and other personal property included in the Assets, free and clear of any liens, encumbrances, obligations, or defects except for (i) Permitted Encumbrances and (ii) dispositions, liens, encumbrances, obligations or defects arising between the Execution Date and Closing that are permitted under Section 6.4(a); provided, however, that, with respect to Assets that are operated by any Person other than Seller or any of its Affiliates, the representations and warranties set forth in this Section 4.11 (other than Section 4.11(d)), are limited to the knowledge of Seller.
Wxxxx and Equipment. A-6.1(k)
Wxxxx and Equipment. Except as set forth on Schedule A-6.1(j), in respect of the SWEPI Assets, all currently producing Wxxxx and related Equipment are adequate to maintain normal producing operations in accordance with past practices, ordinary wear and tear excepted. Seller has all material easements, rights of way, licenses and authorizations necessary to access, construct, operate, maintain and repair the Wxxxx and Equipment in the ordinary course of business as currently conducted by Seller and in material compliance with all Laws.
Wxxxx and Equipment. (a) To Seller’s Knowledge, all Wxxxx and Equipment that are part of the Properties are in a state of repair adequate to maintain normal operations in accordance with past practices, ordinary wear and tear excepted, and the Wxxxx do not contain junk, fish, or other mechanical obstructions that reasonably could materially impede or interfere with production, recompletions, or stimulations.
(b) The Wxxxx and the Equipment, constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate the Properties in the manner presently operated by Seller.
Wxxxx and Equipment. (a) All Wxxxx have been drilled and completed (or, with respect to non-producing or undrilled formations and locations, are contemplated to be drilled and completed) at legal locations and within the limits permitted by all applicable Leases, Contracts, and Units or declarations, and are otherwise in compliance with applicable Law and agreement.
(b) No Well is subject to penalties on allowables on or after the Closing Date because of any overproduction or any other violation of Laws; and there are no Wxxxx, or other equipment located on the Oil and Gas Properties that (i) the Target Parties are currently obligated by applicable Law or agreement to plug and abandon, abandon, decommission, remove, or otherwise dispose of, or (ii) the Target Parties will be obligated to plug and abandon, abandon, decommission, remove, or otherwise dispose of with the lapse of time or notice or both because such Well or piece of equipment is not currently capable of producing or transporting Hydrocarbons in sufficient quantities or otherwise being used in connection with the ownership or operation of each of the Target Party’s business in the ordinary course of business and consistent with past practice, or (iii) have been plugged, dismantled, or abandoned in a manner that does not comply in all material respects with Laws.
(i) All currently producing Wxxxx and equipment are in an operable state of repair adequate to maintain normal operations in accordance with past practices, ordinary wear and tear excepted, and (ii) the Target Parties (or the applicable operator with respect to Leases not currently operated by the Target Parties) have all easements, rights of way, licenses, and authorizations from Governmental Authorities necessary to access, construct, operate, maintain, and repair the equipment in the ordinary course of business as currently conducted and in compliance with all applicable Laws.
(d) To the Seller’s Knowledge, each Well that has been plugged and abandoned during the period of time of the Target Parties’ ownership of the Oil and Gas Properties has been plugged and abandoned in a manner that complies with all applicable Laws.
(e) Each Target Party (or the applicable operator with respect to the Oil and Gas Properties not currently operated by the Target Party) has operated its business in the ordinary course of business and as a reasonable and prudent operator.
Wxxxx and Equipment. All of Seller’s rights and interests in and to the Oil and Gas wxxxx, test wxxxx, and water injection wxxxx (collectively, the “Wxxxx”), as described on Exhibit “B” attached hereto, together with (a) all related wellhead equipment, pumps, machinery, materials and supplies, and (b) only to the extent solely related to the Wxxxx, all surface facilities, flowlines, tanks, buildings, injection facilities, water and gas gathering systems, compression facilities, metering devices, saltwater disposal facilities, powerlines, and other similar infrastructure, the material items of which are described on Exhibit “B” (collectively, the “Equipment”);
