Common use of APPOINTMENT AND FUNCTIONS OF ENCAP Clause in Contracts

APPOINTMENT AND FUNCTIONS OF ENCAP. 3.1 The Company HEREBY APPOINTS EnCap, subject to and in accordance with the directions of the Directors, and in accordance with the Investment Policy and Investment Restrictions, as advisors and managers in respect of the investment and re-investment of the Investments on the terms contained herein and EnCap hereby accepts such appointment and agrees to assume the obligations set forth herein. 3.2 Without prejudice to the generality of Clause 3.1 above, the duties to be performed by EnCap on behalf of the Company in accordance with the Investment Policy and the Investment Restrictions shall include the following: 3.2.1 EnCap shall, as and when requested by the Board, use all reasonable endeavours to identify Investments, conforming with the Investment Policy, for recommendation to the Board. EnCap shall furnish to the Directors in relation to any proposed Investment all such information as the Directors shall reasonably require or which is in EnCap's possession, to enable the Directors to consider the proposed Investment. 3.2.2 Following the identification by EnCap of a Proposed Investment, EnCap shall conduct such further investigations as the Directors shall reasonably request and when reasonably requested by the Directors, EnCap shall report and advise in relation thereto. 3.2.3 As and when so requested by the Directors, EnCap shall commission an independent engineering firm approved by the Directors to furnish to the Directors and EnCap a report in relation to the proposed Investment. The terms of reference for such report shall be as agreed between the Directors and EnCap. 3.2.4 EnCap shall undertake all negotiations with third parties in relation to a proposed Investment on behalf of the Company and shall be responsible for procuring, in accordance with all applicable legal requirements and best practice, the preparation and execution of all deeds, documents of title and agreements in relation to Investments and the perfecting of the Company's title thereto. 3.2.5 EnCap shall be responsible for advising and instructing the Company's Corporate Managers for the time being and Secretary on administrative requirements in order to implement the making of Investments. 3.3 Subject to the terms of this Agreement, to such directions as may from time to time be given by the Directors and to the overall policy and supervision of the Directors, EnCap is authorised to act for the Company or any subsidiary and on behalf of the Company and or any subsidiary either itself or wholly or in part through its authorised agents or delegates in the same manner and with the same force and effect as the Company or any subsidiary might or could do and to exercise the functions, duties, powers and discretions exercisable by the Directors under the Articles (including, without prejudice to the generality of the foregoing, the functions duties powers and discretions specifically mentioned in Clause 3.2 above) and to manage the investment and re-investment of the Investments. 3.4 EnCap shall keep or cause to be kept on behalf of the Company such books, records and statements to give a complete record of all transactions carried out by EnCap on behalf of the Company (or any subsidiary) in relation to the investment and re-investment of the Investments and such other books, records and statements as may be required to give a complete record of all other transactions carried out by EnCap on behalf of the Company (or any subsidiary) and shall permit the Company and its employees and agents and the auditors for the time being of the Company to inspect such books, records and statements at all reasonable times. 3.5 EnCap hereby warrants that it holds all licences, permissions, authorisations and consents necessary to enable it to carry out its duties as advisors and managers in the ordinary course of business. EnCap undertakes to use its best endeavours to continue to hold all such licences, permissions, authorisations and consents necessary for its duties hereunder and to notify the Company immediately should any such licence, permission, authorisation or consent cease to be in full force and effect. 3.6 EnCap shall observe and comply with the Memorandum of Association and Articles of the Company and with any alterations thereto notified to EnCap by the Company and with the applicable provisions of the Particulars and the Investment Restrictions and all obligations deriving from listing particulars of the Company from time to time issued and all resolutions of the Directors of which it has notice and other lawful orders and directions given to it from time to time by the Directors and all activities engaged in by EnCap hereunder shall at all times be subject to the control of and review by the Directors and EnCap shall and shall procure that any person, firm or company to whom it delegates any of its functions hereunder shall give effect to all such decisions. 3.7 EnCap shall procure that all Investments shall be registered in the name of the Company or any subsidiary or the nominees of the Company. 3.8 EnCap undertakes with the Company that it will procure that, during the continuance of this Agreement, the Company shall be afforded the opportunity (as is provided in the Particulars) to invest in all investments made by, and investment arrangements entered into, by the Partnership in all respects upon the same terms and conditions as are afforded to the Partnership.

APPOINTMENT AND FUNCTIONS OF ENCAP. 3.1 The Company HEREBY APPOINTS EnCap, subject to and in accordance with the directions of the Directors, and in accordance with the Investment Policy and Investment Restrictions, as advisors and managers in respect of the investment and re-investment of the Investments on the terms contained herein and EnCap hereby accepts such appointment and agrees to assume the obligations set forth herein. 3.2 Without prejudice to the generality of Clause 3.1 above, the duties to be performed by EnCap on behalf of the Company in accordance with the Investment Policy and the Investment Restrictions shall include the following: 3.2.1 EnCap shall, as and when requested by the Board, use all reasonable endeavours to identify Investments, conforming with the Investment Policy, for recommendation to the Board. EnCap shall furnish to the Directors in relation to any proposed Investment all such information as the Directors shall reasonably require or which is in EnCap's possession, to enable the Directors to consider the proposed Investment.the 3.2.2 Following the identification by EnCap of a Proposed Investment, EnCap shall conduct such further investigations as the Directors shall reasonably request and when reasonably requested by the Directors, EnCap shall report and advise in relation thereto. 3.2.3 As and when so requested by the Directors, EnCap shall commission an independent engineering firm approved by the Directors to furnish to the Directors and EnCap a report in relation to the proposed Investment. The terms of reference for such report shall be as agreed between the Directors and EnCap. 3.2.4 EnCap shall undertake all negotiations with third parties in relation to a proposed Investment on behalf of the Company and shall be responsible for procuring, in accordance with all applicable legal requirements and best practice, the preparation and execution of all deeds, documents of title and agreements in relation to Investments and the perfecting of the Company's title thereto. 3.2.5 EnCap shall be responsible for advising and instructing the Company's Corporate Managers for the time being and Secretary on administrative requirements in order to implement the making of Investments. 3.3 Subject to the terms of this Agreement, to such directions as may from time to time be given by the Directors and to the overall policy and supervision of the Directors, EnCap is authorised to act for the Company or any subsidiary and on behalf of the Company and or any subsidiary either itself or wholly or in part through its authorised agents or delegates in the same manner and with the same 7 force and effect as the Company or any subsidiary might or could do and to exercise the functions, duties, powers and discretions exercisable by the Directors under the Articles (including, without prejudice to the generality of the foregoing, the functions duties powers and discretions specifically mentioned in Clause 3.2 above) and to manage the investment and re-investment of the Investments. 3.4 EnCap shall keep or cause to be kept on behalf of the Company such books, records and statements to give a complete record of all transactions carried out by EnCap on behalf of the Company (or any subsidiary) in relation to the investment and re-investment of the Investments and such other books, records and statements as may be required to give a complete record of all other transactions carried out by EnCap on behalf of the Company (or any subsidiary) and shall permit the Company and its employees and agents and the auditors for the time being of the Company to inspect such books, records and statements at all reasonable times. 3.5 EnCap hereby warrants that it holds all licences, permissions, authorisations and consents necessary to enable it to carry out its duties as advisors and managers in the ordinary course of business. EnCap undertakes to use its best endeavours to continue to hold all such licences, permissions, authorisations and consents necessary for its duties hereunder and to notify the Company immediately should any such licence, permission, authorisation or consent cease to be in full force and effect. 3.6 EnCap shall observe and comply with the Memorandum of Association and Articles of the Company and with any alterations thereto notified to EnCap by the Company and with the applicable provisions of the Particulars and the Investment Restrictions and all obligations deriving from listing particulars of the Company from time to time issued and all resolutions of the Directors of which it has notice and other lawful orders and directions given to it from time to time by the Directors and all activities engaged in by EnCap hereunder shall at all times be subject to the control of and review by the Directors and EnCap shall and shall procure that any person, firm or company to whom it delegates any of its functions hereunder shall give effect to all such decisions.be 3.7 EnCap shall procure that all Investments shall be registered in the name of the Company or any subsidiary or the nominees of the Company. 3.8 EnCap undertakes with the Company that it will procure that, during the continuance of this Agreement, the Company shall be afforded the opportunity (as is provided in the Particulars) to invest in all investments made by, and investment arrangements entered into, by the Partnership in all respects upon the same terms and conditions as are afforded to the Partnership.

APPOINTMENT AND FUNCTIONS OF ENCAP. 3.1 The Company HEREBY APPOINTS EnCap, subject to and in accordance with the directions of the Directors, and in accordance with the Investment Policy and Investment Restrictions, as advisors and managers in respect of the investment and re-investment of the Investments on the terms contained herein and EnCap hereby accepts such appointment and agrees to assume the obligations set forth herein. 3.2 Without prejudice to the generality of Clause 3.1 above, the duties to be performed by EnCap on behalf of the Company in accordance with the Investment Policy and the Investment Restrictions shall include the following: 3.2.1 EnCap shall, as and when requested by the Board, use all reasonable endeavours to identify Investments, conforming with the Investment Policy, for recommendation to the Board. EnCap shall furnish to the Directors in relation to any proposed Investment all such information as the Directors shall reasonably require or which is in EnCap's possession, to enable the Directors to consider the proposed Investment. 3.2.2 Following the identification by EnCap of a Proposed Investment, EnCap shall conduct such further investigations as the Directors shall reasonably request and when reasonably requested by the Directors, EnCap shall report and advise in relation thereto. 3.2.3 As and when so requested by the Directors, EnCap shall commission an independent engineering firm approved by the Directors to furnish to the Directors and EnCap a report in relation to the proposed Investment. The terms of reference for such report shall be as agreed between the Directors and EnCap. 3.2.4 EnCap shall undertake all negotiations with third parties in relation to a proposed Investment on behalf of the Company and shall be responsible for procuring, in accordance with all applicable legal requirements and best practice, the preparation and execution of all deeds, documents of title and agreements in relation to Investments and the perfecting of the Company's title thereto. 3.2.5 EnCap shall be responsible for advising and instructing the Company's Corporate Managers for the time being and Secretary on administrative requirements in order to implement the making of Investments. 3.3 Subject to the terms of this Agreement, to such directions as may from time to time be given by the Directors and to the overall policy and supervision of the Directors, EnCap is authorised to act for the Company or any subsidiary and on behalf of the Company and or any subsidiary either itself or wholly or in part through its authorised agents or delegates in the same manner and with the same force and effect as the Company or any subsidiary might or could do and to exercise the functions, duties, powers and discretions exercisable by the Directors under the Articles (including, without prejudice to the generality of the foregoing, the functions duties powers and discretions specifically mentioned in Clause 3.2 above) and to manage the investment and re-investment of the Investments. 3.4 EnCap shall keep or cause to be kept on behalf of the Company such books, records and statements to give a complete record of all transactions carried out by EnCap on behalf of the Company (or any subsidiary) in relation to the investment and re-investment of the Investments and such other books, records and statements as may be required to give a complete record of all other transactions carried out by EnCap on behalf of the Company (or any subsidiary) and shall permit the Company and its employees and agents and the auditors for the time being of the Company to inspect such books, records and statements at all reasonable times. 3.5 EnCap hereby warrants that it holds all licences, permissions, authorisations and consents necessary to enable it to carry out its duties as advisors and managers in the ordinary course of business. EnCap undertakes to use its best endeavours to continue to hold all such licences, permissions, authorisations and consents necessary for its duties hereunder and to notify the Company immediately should any such licence, permission, authorisation or consent cease to be in full force and effect.should 3.6 EnCap shall observe and comply with the Memorandum of Association and Articles of the Company and with any alterations thereto notified to EnCap by the Company and with the applicable provisions of the Particulars and the Investment Restrictions and all obligations deriving from listing particulars of the Company from time to time issued and all resolutions of the Directors of which it has notice and other lawful orders and directions given to it from time to time by the Directors and all activities engaged in by EnCap hereunder shall at all times be subject to the control of and review by the Directors and EnCap shall and shall procure that any person, firm or company to whom it delegates any of its functions hereunder shall give effect to all such decisions. 3.7 EnCap shall procure that all Investments shall be registered in the name of the Company or any subsidiary or the nominees of the Company. 3.8 EnCap undertakes with the Company that it will procure that, during the continuance of this Agreement, the Company shall be afforded the opportunity (as is provided in the Particulars) to invest in all investments made by, and investment arrangements entered into, by the Partnership in all respects upon the same terms and conditions as are afforded to the Partnership.