Common use of Xxxxx and Equipment Clause in Contracts

Xxxxx and Equipment. With respect to the Seller Operated Assets (and, to Seller’s Knowledge, with respect to the Non-Operated Assets): (a) All Xxxxx have been drilled and completed at legal locations and within the limits permitted by all applicable Leases, contracts, and pooling or unit agreements; (b) No Well is subject to penalties on allowables due to overproduction or any other violation of Law; (c) There are no Xxxxx or Facilities located on the Seller Operated Assets (or, to Seller’s Knowledge, on the Non-Operated Assets) that (i) Xxxxxxxx LLC or its Affiliate (or the operator, in the case of a Non-Operated Asset) is currently obligated by any Law or contract to currently plug, dismantle or abandon; or (ii) have been plugged, dismantled, or abandoned in a manner that does not comply in all material respects with applicable Law; (d) All currently producing Xxxxx and Facilities are in an operable state of repair adequate to maintain normal operations in accordance with past practices, ordinary wear and tear excepted, and, without limiting the foregoing, do not contain junk, fish, or other obstructions which could reasonably be expected to materially interfere with drilling, completion, and recompletion, stimulation, or other operations on, with respect to, or affecting the Properties; (e) The Facilities include all equipment necessary for the operation of the Seller Operated Assets in the ordinary course as currently operated by Xxxxxxxx LLC; and (f) The Assets include all easements, rights of way, licenses, and authorizations from Governmental Authorities necessary to access, construct, operate, maintain, and repair the Facilities in the ordinary course of business as currently conducted and in compliance with all applicable Laws. (g) Exhibit B contains a list of all inactive xxxxx located on the Seller Operated Assets.

Xxxxx and Equipment. With respect to the Seller Operated Assets (and, to Seller’s Knowledge, with respect to the Non-Non- Operated Assets): (a) All Xxxxx have been drilled and completed at legal locations and within the limits permitted by all applicable Leases, contracts, and pooling or unit agreements; (b) No Well is subject to penalties on allowables due to overproduction or any other violation of Law; (c) There are no Xxxxx or Facilities located on the Seller Operated Assets (or, to Seller’s Knowledge, on the Non-Operated Assets) that that (i) Xxxxxxxx LLC or its Affiliate (or the operator, in the case of a Non-Operated Asset) is currently obligated by any Law or contract to currently plug, dismantle or abandon; or (ii) have been plugged, dismantled, or abandoned in a manner that does not comply in all material respects with applicable Law; (d) All currently producing Xxxxx and Facilities are in an operable state of repair adequate to maintain normal operations in accordance with past practices, ordinary wear and tear excepted, and, without limiting the foregoing, do not contain junk, fish, or other obstructions which could reasonably be expected to materially interfere with drilling, completion, and recompletion, stimulation, or other operations on, with respect to, or affecting the Properties; (e) The Facilities include all equipment necessary for the operation of the Seller Operated Assets in the ordinary course as currently operated by Xxxxxxxx LLC; and (f) The Assets include all easements, rights of way, licenses, and authorizations from Governmental Authorities necessary to access, construct, operate, maintain, and repair the Facilities in the ordinary course of business as currently conducted and in compliance with all applicable Laws. (g) Exhibit B contains a list of all inactive xxxxx located on the Seller Operated Assets.

Xxxxx and Equipment. With respect to the Seller Operated Assets (and, to Seller’s Knowledge, with respect to the Non-Operated Assets):Except as set forth on Schedule ‎4.11: (a) All all Xxxxx have been drilled and completed at legal locations and within the limits permitted by all applicable Leases, contracts, Leases and pooling or unit agreements; (b) No no Well is subject to penalties on allowables due with regard to time periods after the Effective Date because of any overproduction or any other violation of LawLaws; (cb) There are no Xxxxx or Facilities located on the Seller Operated Assets (or, to Seller’s Knowledge, on the Non-Operated Assets) that (i) Xxxxxxxx LLC or its Affiliate (or the operator, in the case of a Non-Operated Asset) is currently obligated by any Law or contract to currently plug, dismantle or abandon; or (ii) have been plugged, dismantled, or abandoned in a manner that does not comply in all material respects with applicable Law; (d) All currently producing Xxxxx (and Facilities related Equipment) are in an operable state of repair adequate to maintain normal operations in accordance with past practices, ordinary wear and tear excepted; (c) to Seller’s knowledge, and, without limiting the foregoing, do not contain junk, fishthere are no mechanical integrity issues that have, or other obstructions which could would reasonably be expected to materially interfere with drillinghave, completionan adverse effect on any Well in any material respect; provided, and recompletion“mechanical integrity issues” shall not include any electric submersible pump (ESP) failures or similar issues or rod failures or similar issues; (d) the Properties do not contain any Equipment, stimulationdry holes, or shut in or otherwise inactive xxxxx that Seller, its Affiliates (or in the case of Properties operated by a Third Party operator, such Third Party operator) is currently obligated by applicable Law to plug, dismantle or abandon, other operations on, than xxxxx that have been plugged and abandoned in accordance with respect to, or affecting the Properties;all applicable Laws; and (e) The Facilities include Seller has defensible title to, or a valid leasehold interest in, all equipment necessary for the operation of the Seller Operated Assets Equipment and other personal property included in the ordinary course as currently Assets, free and clear of any liens, encumbrances, obligations, or defects except for Permitted Encumbrances; provided, however, that, with respect to Assets that are operated by Xxxxxxxx LLC; and any Person other than Seller or any of its Affiliates, the representations and warranties set forth in this Section 4.11 (f) The Assets include all easementsother than Section 4.11(e)), rights are limited to the knowledge of way, licenses, and authorizations from Governmental Authorities necessary to access, construct, operate, maintain, and repair the Facilities in the ordinary course of business as currently conducted and in compliance with all applicable LawsSeller. (g) Exhibit B contains a list of all inactive xxxxx located on the Seller Operated Assets.

Xxxxx and Equipment. With respect to Except as set forth on the Seller Operated Assets (and, to Seller’s Knowledge, with respect to the Non-Operated Assets):Disclosure Schedule: (ai) All all Xxxxx have been drilled and completed at legal locations and within the limits permitted by all applicable Leasesthe Lease, contractsthe Contracts, and pooling or unit agreementsagreements (or, with respect to non-producing or undrilled formations and locations, are contemplated to be so drilled and completed or may be so drilled and completed if Seller or the applicable operator obtains amendments, exceptions, or other variances with respect to commingling, field spacing or density Laws which Seller and the applicable operator, in good faith expects to obtain); (bii) No no Well is subject to penalties on allowables due to on or after the Effective Time because of any overproduction or any other violation of Law; applicable Laws (cother than Environmental Law as to which this Section 4(u) There shall not apply); and there are no Xxxxx or Facilities located on the Seller Operated Assets (or, to Seller’s Knowledge, on the Non-Operated Assets) Properties that (iA) Xxxxxxxx LLC or its Affiliate (or the operator, in the case of a Non-Operated Asset) Seller is currently obligated by any applicable Laws (other than Environmental Law as to which this Section 4(u) shall not apply) or contract Contract to currently plug, dismantle plug or abandon; (B) Seller has received any written notices or demands from any Governmental Authorities or other third parties to plug and abandon; or (iiC) have been plugged, dismantled, or abandoned in a manner that does not comply in all material respects with applicable LawLaws (other than Environmental Law as to which this Section 4(u) shall not apply); (diii) All except as would not, individually or in the aggregate have a Material Adverse Effect, (A) all currently producing Xxxxx and Facilities Equipment are in an operable state of repair adequate to maintain normal operations in accordance with past practicesrepair, ordinary wear and tear excepted, and, without limiting and (B) Seller (or the foregoing, do not contain junk, fish, or other obstructions which could reasonably be expected to materially interfere with drilling, completion, and recompletion, stimulation, or other operations on, with respect to, or affecting the Properties; (eapplicable operator) The Facilities include all equipment necessary for the operation of the Seller Operated Assets in the ordinary course as currently operated by Xxxxxxxx LLC; and (f) The Assets include has all easements, rights of way, licenses, and authorizations from Governmental Authorities reasonably necessary to access, construct, operate, maintain, and repair the Facilities Equipment in the ordinary course of business as currently conducted and in compliance with all applicable Laws.Laws (other than Environmental Law as to which this Section 4(u) shall not apply); and (giv) Exhibit B contains a list of all inactive xxxxx located except for Permitted Encumbrances, there are no liens or encumbrances on the Seller Operated AssetsEquipment.