Common use of Company Assets Clause in Contracts

Company Assets. The Company has good and defensible title to all oil and gas properties forming the basis for the reserves reflected in the Company Reserve Report as attributable to Oil and Gas Interests owned by the Company and its Subsidiaries and has good and valid title to, or valid leasehold interests or other contractual rights in, all other tangible properties and assets (real, personal or mixed) of the Company and its Subsidiaries (such oil and gas properties and other properties and assets are herein referred to as the “Company Assets”), with respect to both the oil and gas properties and all other Company Assets, free and clear of all Liens except for (a) Permitted Liens and (b) Liens associated with obligations reflected in the Company Reserve Report. The oil and gas leases and other agreements that provide the Company and its Subsidiaries with operating rights in the oil and gas properties reflected in the Company Reserve Report and all other leases and agreements that provide the Company and its Subsidiaries with operating rights in the other Company Assets are legal, valid and binding and in full force and effect; the rentals, royalties and other payments due thereunder have been properly paid and, to the Company’s knowledge, there is no existing default (or event that, with notice or lapse of time or both, would become a default) under any of such oil and gas leases or agreements or other leases or agreements, except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company and its Subsidiaries (as the case may be) have maintained all of the Company Assets owned on the date hereof in working order and operating condition, subject only to ordinary wear and tear. The Company has not received any material advance, take-or-pay or other similar payments that entitle purchasers of production to receive deliveries of Hydrocarbons without paying therefor, and, on a net, company-wide basis, the Company is neither underproduced nor overproduced, in either case to any material extent, under gas balancing or similar arrangements. No Person has any call on, option to purchase or similar rights with respect to the production of Hydrocarbons attributable to any of the Company Assets, except any such call, option or similar right at market prices.

Company Assets. (a) The Company has good or the Company Subsidiaries, individually or together, own, lease or have the right to use all of their properties and defensible title to all oil and gas properties forming the basis for the reserves assets reflected in the Company Reserve Report Company’s Form 10-K filed with the SEC for the period ended June 30, 2008, other than as attributable to Oil and Gas Interests owned by the Company and its Subsidiaries and has good and valid title to, or valid leasehold interests or other contractual rights in, all other tangible properties and assets (real, personal or mixedset forth in Section 3.9(a) of the Company and its Subsidiaries Disclosure Letter or any properties or assets that have been sold or otherwise disposed of since June 30, 2008 in the ordinary course of business consistent with past practice (all such oil and gas properties and other properties and assets are herein being referred to as the “Company Assets”), with respect to both the oil and gas properties and all other Company Assets, free and clear of all Liens except for (a) Permitted Liens and (b) Liens associated with obligations reflected in the Company Reserve Report. The oil and gas leases and other agreements that provide the Company and its Subsidiaries with operating rights in the oil and gas properties reflected in the Company Reserve Report and all other leases and agreements that provide the Company and its Subsidiaries with operating rights in the other Company Assets are legal, valid and binding and in full force and effect; the rentals, royalties and other payments due thereunder have been properly paid and, to the Company’s knowledge, there is no existing default (or event that, with notice or lapse of time or both, would become a default) under any of such oil and gas leases or agreements or other leases or agreements, except as would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect on Effect. Each of the Company. The Company and its the Company Subsidiaries (as has good title to, or in the case may be) have maintained of leased or subleased Company Assets, valid and subsisting leasehold interests in, all of the Company Assets owned on free and clear of Liens, other than (i) Permitted Encumbrances and (ii) Liens that, individually or in the date hereof in working order and operating conditionaggregate, subject only would not reasonably be expected to ordinary wear and tear. The have a Company has not received any material advance, take-or-pay or other similar payments that entitle purchasers Material Adverse Effect. (b) Section 3.9(b) of production to receive deliveries of Hydrocarbons without paying therefor, and, on a net, company-wide basis, the Company is neither underproduced nor overproduced, in either case to any material extent, under gas balancing or similar arrangements. No Person has any call on, option to purchase or similar rights with respect to the production of Hydrocarbons attributable to Disclosure Letter lists all real property that any of the Company Assetsand its Subsidiaries own. With respect to each such parcel of owned real property: (i) there are no easements, except covenants, or other restrictions material to such property, other than Permitted Encumbrances; (ii) there are no leases, subleases, licenses, concessions, or other agreements granting to any party or parties the right of use or occupancy of any portion of the parcel of real property which materially impact the use of the property; (iii) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; and (iv) the Company has title insurance with respect to each such callparcel and has delivered to Parent true and correct copies of such policies. (c) Section 3.9(c) of the Company Disclosure Letter contains a list of all real property currently leased or occupied by the Company or Company Subsidiaries with monthly rental payments in excess of $30,000, option or similar right at market pricesincluding the dates of and parties to all leases and any amendments thereof (such leases, as amended, the “Company Real Property Leases”). All of the Company Real Property Leases have been made available to Parent.

Company Assets. The Company has good and defensible title (a) Except as would not be material to all oil and gas properties forming the basis for the reserves reflected in the Company Reserve Report as attributable to Oil and Gas Interests owned by the Company and its Subsidiaries and has good and valid title toSubsidiaries, or valid leasehold interests or other contractual rights in, all other tangible properties and assets taken as a whole: (real, personal or mixedi) each of the Company and its Subsidiaries (such oil including through Company Real Property Leases, Rights-of-Way, licenses, Contracts or other arrangements) has physical possession of and gas good and valid title to, a valid leasehold interest in or a valid license or other right to use all Systems, assets and properties that are used or held for use, in the aggregate, in the operation of its business, whether tangible or intangible, free and clear of all Liens, other properties and assets are herein referred to as than Company Permitted Liens (collectively, the “Company Assets”), with respect to both the oil and gas properties and all other Company Assets, free and clear of all Liens except for (aii) Permitted Liens and (b) Liens associated with obligations reflected in the Company Reserve Report. The oil and gas leases and other agreements that provide Assets are sufficient for carrying on the business of the Company and its Subsidiaries with operating rights following the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Company or its Subsidiaries as currently conducted, (iii) the Company Assets that are used or held for use in the oil and gas properties reflected in operation of the Company Reserve Report and all other leases and agreements that provide business of the Company and its Subsidiaries with are in good operating rights condition and repair (excluding normal wear and tear) and are usable in the other Company Assets are legal, valid and binding and in full force and effect; ordinary course of business as currently conducted by the rentals, royalties and other payments due thereunder have been properly paid and, to the Company’s knowledge, there is no existing default (or event that, with notice or lapse of time or both, would become a default) under any of such oil and gas leases or agreements or other leases or agreements, except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company and its Subsidiaries Subsidiaries., and (as the case may beiv) have maintained all of the Company Assets owned on (1) have been installed and maintained consistent with the date hereof installation and maintenance of a prudent operator and in working order accordance with prudent industry practice and operating conditionall applicable Contracts and Laws, subject only (2) comprise all of the assets and properties that were necessary to ordinary wear produce the results depicted in the Company’s consolidated financial statements, and tear. The Company has (3) have not received had any maintenance deferred. (b) Except as would not be material advance, take-or-pay or other similar payments that entitle purchasers of production to receive deliveries of Hydrocarbons without paying therefor, and, on a net, company-wide basis, the Company is neither underproduced nor overproducedand its Subsidiaries, in either case taken as a whole: (i) none of the Company Assets are produced water disposal or injection ▇▇▇▇▇ (“Disposal ▇▇▇▇▇”) that are (1) subject to any material extentorder from any Governmental Entity or written notice from any other third party requiring or otherwise seeking that such Disposal ▇▇▇▇▇ be plugged and abandoned, under gas balancing (2) currently scheduled to be plugged and abandoned in accordance with the Company or similar arrangements. No Person has any call on, option to purchase its Subsidiaries existing internal well retirement schedule consistent with past practices or similar rights with respect to the production of Hydrocarbons attributable (3) subject to any restriction prohibiting the injection of produced water from the conduct of oil and gas development operations by any person other than the Company or its Subsidiaries, (ii) all of the Disposal ▇▇▇▇▇ have been drilled and completed in compliance with all applicable Company Permits, Laws, Contracts, permits and other instruments governing the Company Assets, except any (iii) all wellbore diagrams, plats and surveys for each Disposal Well and all well files, integrity testing and step rate testing results and other records relating to the Disposal ▇▇▇▇▇ that are in the possession or control of the Company or its Subsidiaries have been made available to Parent. To the knowledge of the Company: (A) the pore space and other geological characteristics of each Disposal Well’s injection zone(s) and plume area (as authorized by the Company Permits applicable to such callDisposal Well) are sufficient to permit such Disposal Well to operate at the greater of (i) the designer’s nameplate-rated daily injection capacity for such Disposal Well, option or similar right at market prices(ii) the daily injection capacity under the applicable Company Permit for such Disposal Well, and (B) the collective injection capacity of the Disposal ▇▇▇▇▇ is sufficient to permit the Company and its Subsidiaries to comply with all Top Customer Contracts as of the execution of this Agreement.

Company Assets. (a) The Company has good and defensible title to all oil and gas properties forming the basis for the reserves reflected in the Company Reserve Report as attributable to Oil and Gas Interests owned by the Company and its Subsidiaries and has good and have valid title to, or in the case of leased property have valid leasehold interests or other contractual rights in, all other of their respective material tangible properties and assets (real, personal or mixed) of the Company and its Subsidiaries (such oil and gas properties and other properties and assets are herein referred to as the “Company Assets”), including all such Company Assets reflected in the Company Balance Sheet or acquired since the date thereof (except as may have been disposed of since September 30, 2016 or may be disposed of after the date of this Agreement in accordance with respect to both this Agreement in either case in the oil and gas properties and all other Company Assetsordinary course of business consistent with past practice), in each case, free and clear of all Liens any Liens, except for Permitted Liens. All properties and assets (aincluding the Company Real Property) Permitted Liens and (b) Liens associated with obligations reflected in the Company Reserve Report. The oil Balance Sheet, taken as a whole, had a fair market and gas leases realizable value at least equal to the value thereof as reflected therein, and other agreements that provide on the date of the Company and its Subsidiaries with operating rights in the oil and gas properties reflected in the Company Reserve Report and all other leases and agreements that provide the Company and its Subsidiaries with operating rights in the other Company Assets are legal, valid and binding and in full force and effect; the rentals, royalties and other payments due thereunder have been properly paid and, to the Company’s knowledge, there is no existing default (or event that, with notice or lapse of time or both, would become a default) under any of such oil and gas leases or agreements or other leases or agreements, except as would notBalance Sheet. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect on Effect, all significant operating equipment of the Company. The Company and its Subsidiaries is in good operating condition, ordinary wear and tear excepted. (as the case may beb) have maintained all Section 3.17(b)(i) of the Company Assets owned on Disclosure Letter sets forth a true, correct and complete list as of the date hereof of each satellite operated by the Company or any Company Subsidiary (the “Company Satellites”), including with respect to each such Company Satellite (i) the launch date, (ii) the best ground resolution, (iii) the annual collection capacity, (iv) the orbital altitude, (v) the expected end of depreciable life and (vi) the net book value. The Company or a Company Subsidiary has the right to operate each of the Company Satellites. As of the date hereof, there are no material abnormalities, material diminution of capacity, material degradation of, material damage to, material loss of or destruction of each such Company Satellite. To the Knowledge of the Company, as of the date of this Agreement, there are no adverse material facts with respect to the operation or performance of or any material anomalies related to the Company Satellite set forth on Section 3.17(b)(ii) of the Company Disclosure Letter that have not been disclosed to Parent in working order and operating condition, subject only to ordinary wear and tearwriting as of the date of this Agreement. The Company has not received any material advancenot, take-or-pay or other similar payments that entitle purchasers of production since January 1, 2014 through the date hereof, been subject to receive deliveries of Hydrocarbons without paying therefor, and, on a net, company-wide basis, “Permanent Withhold” performance penalty under the Company is neither underproduced nor overproduced, in either case to any material extent, under gas balancing or similar arrangements. No Person has any call on, option to purchase or similar rights with respect to the production of Hydrocarbons attributable to any of the Company Assets, except any such call, option or similar right at market pricesNGA Contract.

Company Assets. The Company has good and defensible title (a) Except as would not be material to all oil and gas properties forming the basis for the reserves reflected in the Company Reserve Report as attributable to Oil and Gas Interests owned by the Company and its Subsidiaries and has good and valid title toSubsidiaries, or valid leasehold interests or other contractual rights in, all other tangible properties and assets taken as a whole: (real, personal or mixedi) each of the Company and its Subsidiaries (such oil including through Company Real Property Leases, Rights-of-Way, licenses, Contracts or other arrangements) has physical possession of and gas good and valid title to, a valid leasehold interest in or a valid license or other right to use all Systems, assets and properties that are used or held for use, in the aggregate, in the operation of its business, whether tangible or intangible, free and clear of all Liens, other properties and assets are herein referred to as than Company Permitted Liens (collectively, the “Company Assets”), with respect to both the oil and gas properties and all other Company Assets, free and clear of all Liens except for (aii) Permitted Liens and (b) Liens associated with obligations reflected in the Company Reserve Report. The oil and gas leases and other agreements that provide Assets are sufficient for carrying on the business of the Company and its Subsidiaries with operating rights following the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Company or its Subsidiaries as currently conducted, (iii) the Company Assets that are used or held for use in the oil and gas properties reflected in operation of the Company Reserve Report and all other leases and agreements that provide business of the Company and its Subsidiaries with are in good operating rights condition and repair (excluding normal wear and tear) and are usable in the other Company Assets are legal, valid and binding and in full force and effect; ordinary course of business as currently conducted by the rentals, royalties and other payments due thereunder have been properly paid and, to the Company’s knowledge, there is no existing default (or event that, with notice or lapse of time or both, would become a default) under any of such oil and gas leases or agreements or other leases or agreements, except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company and its Subsidiaries Subsidiaries., and (as the case may beiv) have maintained all of the Company Assets owned on (1) have been installed and maintained consistent with the date hereof installation and maintenance of a prudent operator and in working order accordance with prudent industry practice and operating conditionall applicable Contracts and Laws, subject only (2) comprise all of the assets and properties that were necessary to ordinary wear produce the results depicted in the Company’s consolidated financial statements, and tear. The Company has (3) have not received had any maintenance deferred. (b) Except as would not be material advance, take-or-pay or other similar payments that entitle purchasers of production to receive deliveries of Hydrocarbons without paying therefor, and, on a net, company-wide basis, the Company is neither underproduced nor overproducedand its Subsidiaries, in either case to any material extent, under gas balancing or similar arrangements. No Person has any call on, option to purchase or similar rights with respect to the production of Hydrocarbons attributable to any taken as a whole: (i) none of the Company Assets are produced water disposal or injection ▇▇▇▇▇ (“Disposal ▇▇▇▇▇”) that are (1) subject to any order from any Governmental Entity or written notice from any other third party requiring or otherwise seeking that such Disposal ▇▇▇▇▇ be plugged and abandoned, (2) currently scheduled to be plugged and abandoned in accordance with the Company or its Subsidiaries existing internal well retirement schedule consistent with past practices or (3) subject to any restriction prohibiting the injection of produced water from the conduct of oil and gas development operations by any person other than the Company or its Subsidiaries, (ii) all of the Disposal ▇▇▇▇▇ have been drilled and completed in compliance with all applicable Company Permits, Laws, Contracts, permits and other instruments governing the 34 Company Assets, except any (iii) all wellbore diagrams, plats and surveys for each Disposal Well and all well files, integrity testing and step rate testing results and other records relating to the Disposal ▇▇▇▇▇ that are in the possession or control of the Company or its Subsidiaries have been made available to Parent. To the knowledge of the Company: (A) the pore space and other geological characteristics of each Disposal Well’s injection zone(s) and plume area (as authorized by the Company Permits applicable to such callDisposal Well) are sufficient to permit such Disposal Well to operate at the greater of (i) the designer’s nameplate-rated daily injection capacity for such Disposal Well, option or similar right at market prices(ii) the daily injection capacity under the applicable Company Permit for such Disposal Well, and (B) the collective injection capacity of the Disposal ▇▇▇▇▇ is sufficient to permit the Company and its Subsidiaries to comply with all Top Customer Contracts as of the execution of this Agreement.