Properties; Titles, Etc. (a) Each of the Borrower and the Subsidiaries has good and valid title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real and personal Property except for defects that, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct of its business and (ii) could not reasonably be expected to have a Material Adverse Effect. All such Property is free and clear of all Liens except Liens permitted by Section 9.03. (b) All leases, easements, rights of way and other agreements necessary for the conduct of the business of the Borrower and the 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 could reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder). (d) The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Appears in 5 contracts
Sources: Revolving Credit Agreement (Southcross Energy Partners, L.P.), Revolving Credit Agreement, Term Loan Credit Agreement
Properties; Titles, Etc. (a) Each of the Borrower and the Subsidiaries has good and valid title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real and personal Property except for defects that, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct of its business and (ii) could not reasonably be expected to have a Material Adverse Effect. All such Property is free and clear of all Liens except Liens permitted by Section 9.03.
(b) All leases, easements, rights of way and other agreements necessary for the conduct of the business of the Borrower and the 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 could reasonably be expected to have a Material Adverse Effect.
(c) The rights and Properties presently owned, leased or licensed by the Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)hereof.
(d) The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Appears in 3 contracts
Sources: Credit Agreement (Southcross Energy Partners, L.P.), Credit Agreement (Southcross Energy Partners, L.P.), Credit Agreement (Southcross Energy Partners, L.P.)
Properties; Titles, Etc. (a) Each of the Borrower The Parent and the Restricted Subsidiaries have good and valid title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of their material real and personal Property free and clear of all Liens except Permitted Liens. Each Drop Down Entity Mortgagor has good and valid title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real the Mortgaged Properties owned by it free and personal Property clear of all Liens except for defects thatExcepted Liens and Permitted Holdco Credit Facility Liens.
(b) The Gathering Systems are covered by valid and subsisting recorded fee deeds, leases, easements, rights of way, servitudes, permits, licenses and other instruments and agreements (collectively, “Rights of Way”) in favor of the Parent, any other applicable Restricted Subsidiary or any applicable Drop Down Entity Mortgagor (or their predecessors in interest), except where the failure of the Gathering Systems to be so covered, individually or in the aggregate, (i) do does not materially interfere with the ordinary conduct of its business of the Parent, any Restricted Subsidiary or such Drop Down Entity Mortgagor, (ii) does not materially detract from the value or the use of the portion of the Gathering Systems which are not covered and (iiiii) could not reasonably be expected to have a Material Adverse Effect. All such Property is free and clear of all Liens except Liens permitted by Section 9.03.
(bc) The Rights of Way establish a contiguous and continuous right of way for the Gathering Systems and grant the Parent, any applicable Restricted Subsidiary or any applicable Drop Down Entity Mortgagor (or their predecessors in interest) the right to construct, operate, and maintain the Gathering Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Parent, any applicable Restricted Subsidiary and any applicable Drop Down Entity Mortgagor have inspected, operated, repaired, and maintained the Gathering Systems prior to the Effective Date; provided, however, (i) some of the Rights of Way granted to the Parent, such applicable Restricted Subsidiary or such applicable Drop Down Entity Mortgagor (or their predecessors in interest) by private parties and Governmental Authorities are revocable at the right of the applicable grantor, (ii) some of the Rights of Way cross properties that are subject to liens in favor of third parties that have not been subordinated to the Rights of Way, and (iii) some Rights of Way are subject to certain defects, limitations and restrictions; provided, further, none of the limitations, defects, and restrictions described in clauses (i), (ii) and (iii) above, individually or in the aggregate, (A) interfere with the ordinary conduct of business of the Parent, any Restricted Subsidiary or any Drop Down Entity Mortgagor, (B) materially detract from the value or the use of the portion of the Gathering Systems which are covered or (C) could reasonably be expected to have a Material Adverse Effect.
(d) Each Processing Plant is or will be located on lands covered by fee deeds, real property leases, or other instruments (collectively “Deeds”) in favor of the Parent, any applicable Restricted Subsidiary or any applicable Drop Down Entity Mortgagor (or their predecessors in interest) and their respective successors and assigns. The Deeds grant the Parent or any applicable Restricted Subsidiary (or their predecessors in interest) the right to construct, operate, and maintain such Processing Plant on the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets.
(e) All leases, easements, rights Rights of way Way and other agreements all Deeds necessary for the conduct of the business of the Borrower Parent, the Restricted Subsidiaries and the Subsidiaries any applicable Drop Down Entity Mortgagor are valid and subsisting, in full force and effect, and there exists no breach, default or event or circumstance which that, with the giving of notice or the passage of time or both both, would give rise to a default under any such lease Rights of Way or leasesDeeds that could reasonably be expected to have a Material Adverse Effect. All rental and other payments due under any Rights of Way or Deeds by the Parent, which any Restricted Subsidiary or any Drop Down Entity Mortgagor (and their predecessors in interest) have been duly paid in accordance with the terms thereof, except to the extent that a failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(cf) The rights and Properties presently owned, leased or licensed by the Borrower Parent, any Restricted Subsidiary or any Drop Down Entity Mortgagor, including all Rights of Way and the Subsidiaries including, without limitation, all easements and rights of wayDeeds, include all rights and Properties necessary to permit the Borrower Parent, the Restricted Subsidiaries and the Subsidiaries Drop Down Entity Mortgagors to conduct their business businesses in all material respects in the same manner as its business has such businesses have been conducted prior to the date hereof hereof.
(subject g) Neither the businesses nor the Properties of the Parent, the Restricted Subsidiaries or the Drop Down Entity Mortgagors is affected in any manner that could reasonably be expected to have a Material Adverse Effect as a result of any changes fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.
(h) No eminent domain proceeding or taking has been commenced or, to the business resulting from transactions permitted hereunderknowledge of the Parent, the Borrower, the Restricted Subsidiaries, and the Drop Down Entity Mortgagors is contemplated with respect to all or any portion of the Midstream Properties, except for that which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(i) No portion of the Midstream Properties has, since the date of this Agreement, suffered any material damage by fire or other casualty loss except that which has heretofore been repaired or replaced or is in the process of being repaired or replaced, except for any such loss in respect of which the Parent and the Restricted Subsidiaries are in compliance with their obligations to make the prepayments required on account of a casualty loss as and when required under Section 3.04(c)(v).
(dj) The Borrower and each Subsidiary ownsParent or the Restricted Subsidiaries own, or is are licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its their business, and the use thereof by the Borrower and such Parent or any Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Appears in 3 contracts
Sources: Credit Agreement (Rice Energy Inc.), Credit Agreement (Rice Midstream Partners LP), Credit Agreement (Rice Midstream Partners LP)
Properties; Titles, Etc. (a) Each of The Parent, the Borrower and the Restricted Subsidiaries have good and valid title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of their material real and personal Property free and clear of all Liens except Liens permitted by Section 9.03. Each DevCo has good and valid title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real the Mortgaged Properties owned by it free and personal Property clear of all Liens except for defects thatExcepted Liens and Permitted OPNA Credit Facility Liens.
(b) The Gathering Systems are covered by valid and subsisting recorded fee deeds, leases, easements, rights of way, servitudes, permits, licenses and other instruments and agreements (collectively, “Rights of Way”) in favor of the Parent, the Borrower, any other applicable Restricted Subsidiary or any applicable DevCo (or their predecessors in interest), except where the failure of the Gathering Systems to be so covered, individually or in the aggregate, (i) do does not materially interfere with the ordinary conduct of its business of the Parent, the Borrower, any Restricted Subsidiary or such DevCo, (ii) does not materially detract from the value or the use of the portion of the Gathering Systems which are not covered and (iiiii) could not reasonably be expected to have a Material Adverse Effect. All such Property is free and clear of all Liens except Liens permitted by Section 9.03.
(bc) The Rights of Way establish a contiguous and continuous right of way for the Gathering Systems and grant the Parent, the Borrower, any applicable Restricted Subsidiary or any applicable DevCo (or their predecessors in interest) the right to construct, operate, and maintain the Gathering Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Parent, the Borrower, any applicable Restricted Subsidiary and any applicable DevCo have inspected, operated, repaired, and maintained the Gathering Systems prior to the Effective Date; provided, however, (i) some of the Rights of Way granted to the Parent, the Borrower, such applicable Restricted Subsidiary or such applicable DevCo (or their predecessors in interest) by private parties and Governmental Authorities are revocable at the right of the applicable grantor, (ii) some of the Rights of Way cross properties that are subject to liens in favor of third parties that have not been subordinated to the Rights of Way, and (iii) some Rights of Way are subject to certain defects, limitations and restrictions; provided, further, none of the limitations, defects, and restrictions described in clauses (i), (ii) and (iii) above, individually or in the aggregate, (A) interfere with the ordinary conduct of business of the Parent, the Borrower, any Restricted Subsidiary or any DevCo, (B) materially detract from the value or the use of the portion of the Gathering Systems which are covered or (C) could reasonably be expected to have a Material Adverse Effect.
(d) Each Processing Plant is or will be located on lands covered by fee deeds, real property leases, or other instruments (collectively “Deeds”) in favor of the Parent, the Borrower, any applicable Restricted Subsidiary or any applicable DevCo (or their predecessors in interest) and their respective successors and assigns. The Deeds grant the Parent, the Borrower, any applicable Restricted Subsidiary or any applicable DevCo (or their predecessors in interest) the right to construct, operate, and maintain such Processing Plant on the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets.
(e) All leases, easements, rights Rights of way Way and other agreements all Deeds necessary for the conduct of the business of the Borrower Parent, the Borrower, the Restricted Subsidiaries and the Subsidiaries any applicable DevCo are valid and subsisting, in full force and effect, and there exists no breach, default or event or circumstance which that, with the giving of notice or the passage of time or both both, would give rise to a default under any such lease Rights of Way or leasesDeeds that could reasonably be expected to have a Material Adverse Effect. All rental and other payments due under any Rights of Way or Deeds by the Parent, which the Borrower, any Restricted Subsidiary or any DevCo (and their predecessors in interest) have been duly paid in accordance with the terms thereof, except to the extent that a failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(cf) The rights and Properties presently owned, leased or licensed by the Borrower Parent, the Borrower, any Restricted Subsidiary or any DevCo, including all Rights of Way and the Subsidiaries including, without limitation, all easements and rights of wayDeeds, include all rights and Properties necessary to permit the Borrower Parent, the Borrower, the Restricted Subsidiaries and the Subsidiaries DevCos to conduct their business businesses in all material respects in the same manner as its business has such businesses have been conducted prior to the date hereof hereof.
(subject g) Neither the businesses nor the Properties of the Parent, the Borrower, the Restricted Subsidiaries or the DevCos is affected in any manner that could reasonably be expected to have a Material Adverse Effect as a result of any changes fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.
(h) No eminent domain proceeding or taking has been commenced or, to the business resulting from transactions permitted hereunderknowledge of the Parent, the Borrower, the Restricted Subsidiaries, and the DevCos is contemplated with respect to all or any portion of the Midstream Properties, except for that which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(i) No portion of the Midstream Properties has, since the date of this Agreement, suffered any material damage by fire or other casualty loss except that which has heretofore been repaired or replaced or is in the process of being repaired or replaced, except for any such loss in respect of which the Parent, the Borrower and the Restricted Subsidiaries are in compliance with their obligations to make the prepayments required on account of a casualty loss as and when required under Section 3.04(c).
(dj) The Parent, the Borrower and each Subsidiary ownsor the Restricted Subsidiaries own, or is are licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its their business, and the use thereof by the Parent, the Borrower and such or any Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (Oasis Midstream Partners LP), Credit Agreement (Oasis Midstream Partners LP)
Properties; Titles, Etc. (a) Each of the Borrower Loan Party has Good and the Subsidiaries has good Defensible Title to its Oil and valid title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real and personal Property except for defects that, individually or Gas Properties evaluated in the aggregatemost recently delivered Reserve Report and good title to all its material personal Properties, (i) do not materially interfere with the ordinary conduct of its business and (ii) could not reasonably be expected to have a Material Adverse Effect. All such Property is in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, each Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate such Loan Party 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 that is not offset by a corresponding proportionate increase in such Loan Party’s net revenue interest in such Oil and Gas Property.
(b) All leasesTo the best of the Borrower’s knowledge and belief, easements, rights of way all material leases and other agreements necessary for the conduct of the business of the Borrower and the Subsidiaries Loan Parties 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 could reasonably be expected to have a Material Adverse Effect.
(c) The To the best of the Borrower’s knowledge and belief, the rights and Properties presently owned, leased or licensed by the Borrower and the Subsidiaries Loan Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries Loan Parties to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject hereof, except as could not reasonably be expected to any changes to the business resulting from transactions permitted hereunder)have a Material Adverse Effect.
(d) The Borrower All of the Properties of the Loan Parties which are reasonably necessary for the operation of their businesses, taken as a whole, are in good working condition, ordinary wear and tear excepted, and are maintained in accordance with prudent business standards, except in each Subsidiary case as could not reasonably be expected to have a Material Adverse Effect.
(e) Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Subsidiary Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Loan Parties either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (Earthstone Energy Inc), Credit Agreement (Earthstone Energy Inc)
Properties; Titles, Etc. (a) Each of Except for Immaterial Title Deficiencies, the Parent, the Borrower and the Restricted Subsidiaries has have good and valid defensible title toto the Rights of Way (as defined below), valid leasehold interests inthe Deeds (as defined below), or valid easements, rights of way or and/or other property interests in all of its their material real and personal Property except for defects that, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct of its business and (ii) could not reasonably be expected to have a Material Adverse EffectProperty. All such Property is free and clear of all Liens except Liens permitted by Section 9.03.
(b) All The Gathering Systems are covered by valid and subsisting recorded fee deeds, leases, easements, rights of way way, servitudes, permits, licenses and other similar instruments and agreements (collectively, “Rights of Way”) in favor of the Parent, the Borrower or any other applicable Restricted Subsidiary (or their predecessors in interest), except where the failure of the Gathering Systems to be so covered, individually or in the aggregate, (i) does not interfere with the ordinary conduct of business of the Parent, the Borrower, or any Restricted Subsidiary, (ii) does not materially detract from the value or the use of the portion of the Gathering Systems that are not covered and (iii) could not reasonably be expected to have a Material Adverse Effect.
(c) The Rights of Way establish continuous land rights for the Gathering Systems and grant the Parent, the Borrower or any applicable Restricted Subsidiary (or their predecessors in interest) the right to construct, operate and maintain the Gathering Systems in, over, under, or across the land covered thereby in the same way that a reasonably prudent owner and operator would construct, operate and maintain similar assets and, if applicable, in the same way as the Parent, the Borrower and any applicable Restricted Subsidiary have constructed, operated and maintained the Gathering Systems prior to the Effective Date; provided, however, (i) some of the Rights of Way granted to the Parent, the Borrower or such applicable Restricted Subsidiary (or their predecessors in interest) by private parties and Governmental Authorities are revocable at the right of the applicable grantor, (ii) some of the Rights of Way cross properties that are subject to liens in favor of third parties that have not been subordinated to the Rights of Way, and (iii) some Rights of Way are subject to certain defects, limitations and restrictions; provided, further, none of the limitations, defects, and restrictions described in clauses (i), (ii) and (iii) above, individually or in the aggregate, (A) materially interfere with the ordinary conduct of business of the Parent, the Borrower, or any Restricted Subsidiary, (B) materially detract from the value or the use of the portion of the Gathering Systems that are covered or (C) could reasonably be expected to have a Material Adverse Effect.
(d) Each Processing Plant is or will be located on lands covered by fee deeds, real property leases, surface use agreements, or other instruments (collectively, “Deeds”) in favor of the Parent, the Borrower, or any applicable Restricted Subsidiary (or their predecessors in interest) and their respective successors and assigns. The Deeds grant the Parent, the Borrower, or any applicable Restricted Subsidiary (or their predecessors in interest) the right to construct, operate, and maintain such Processing Plant on the land covered thereby in the same way that a reasonably prudent owner and operator would construct, operate and maintain similar assets.
(e) All Rights of Way and all Deeds necessary for the conduct of the business of the Borrower Parent, the Borrower, and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no breach, default or event or circumstance which that, with the giving of notice or the passage of time or both both, would give rise to constitute a default under any such lease Rights of Way or leases, which Deeds that could reasonably be expected to have a Material Adverse Effect.
(cf) The rights and Properties presently owned, leased or licensed by the Borrower Parent, the Borrower, or any Restricted Subsidiary, including all Rights of Way and the Subsidiaries including, without limitation, all easements and rights of wayDeeds, include all rights and Properties necessary to permit the Borrower and the Restricted Subsidiaries to conduct their business businesses in all material respects in the same manner as its business has such businesses have been conducted prior to the date hereof hereof.
(subject g) Neither the businesses nor the Properties of the Parent, the Borrower, or the Restricted Subsidiaries is affected in any manner that could reasonably be expected to have a Material Adverse Effect as a result of any changes fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.
(h) No eminent domain proceeding or taking has been commenced or, to the business resulting from transactions permitted hereunderknowledge of the Parent, the Borrower, and/or the Restricted Subsidiaries, is contemplated with respect to all or any portion of the Midstream Properties, except for any such proceedings or takings which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(i) No portion of the Midstream Properties has, as of the date of this Agreement, suffered any material damage by fire or other casualty loss except that which has heretofore been repaired or replaced or is in the process of being repaired or replaced, except for any such loss in respect of which the Parent, the Borrower, and the Restricted Subsidiaries are in compliance with their obligations to make the prepayments required on account of a casualty loss as and when required under Section 3.04(c).
(dj) The Borrower and each Subsidiary ownsParent, the Borrower, or is the Restricted Subsidiaries, as applicable, own, or are licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its their business, and the use thereof by the Borrower and such Parent, the Borrower, or any Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (Rattler Midstream Lp), Credit Agreement (Rattler Midstream Lp)
Properties; Titles, Etc. (a) Each of the Borrower and the Subsidiaries Group Member has good and valid defensible title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real to the Oil and personal Property except for defects that, individually or Gas Properties evaluated in the aggregatemost recently delivered Reserve Report and good title to all its material personal Properties other than Properties sold, transferred or otherwise disposed of (i) do not materially interfere with on or prior to the ordinary conduct of its business and Closing Date or (ii) could not reasonably be expected after the Closing Date, in compliance with Section 7.11 from time to have a Material Adverse Effect. All such Property is time, in each case, free and clear of all Liens except Liens permitted by Section 9.037.3. After giving full effect to the Excepted Liens and the dispositions referenced in the prior sentence, the Group Member specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and except as otherwise provided by statute, regulation or the standard and customary provisions of any applicable joint operating agreement, the ownership of such Properties shall not in any material respect obligate the Group Member 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 that is not offset by a corresponding proportionate increase in the Group Member’s net revenue interest in such Property.
(bi) All leases, easements, rights of way leases and other agreements necessary for the conduct of the business of the Borrower and the Subsidiaries Group Members are valid and subsisting, in full force and effect, and (ii) 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 which, in the case of either (i) or (ii), could reasonably be expected to have a Material Adverse Effect.
(c) The rights and Properties presently owned, leased or licensed by the Borrower and the Subsidiaries including, without limitation, Group Members including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries Group Members to conduct their business in all material respects in the same manner as its business has been is conducted prior to on the date hereof (subject except where the failure of the foregoing could not reasonably be expected to any changes to the business resulting from transactions permitted hereunder)result in a Material Adverse Effect.
(d) The Borrower Except for Properties being repaired, all of the Properties of the Group Members which are reasonably necessary for the operation of their businesses are in good working condition and each Subsidiary are maintained in accordance with prudent business standards, except where the failure of the foregoing could not reasonably be expected to result in a Material Adverse Effect.
(e) Each Group Member owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material necessary to operate its business, and the use thereof by the Borrower and such Subsidiary Group Member does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Group Members either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Note Purchase Agreement (Silverbow Resources, Inc.), Note Purchase Agreement (Silverbow Resources, Inc.)
Properties; Titles, Etc. (a) Each Subject to Immaterial Title Deficiencies, each of the Borrower and the Subsidiaries Obligors has good and valid defensible title to, valid leasehold interests in, or valid easements, rights of way or other property interests in to all of its real Sand Properties and personal Property except for defects that, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct good title to all of its business and (ii) could not reasonably be expected to have a Material Adverse Effect. All such Property is personal Sand Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03.
(b) Permitted Liens. All leases, easements, rights of way leases and other agreements necessary for the conduct of the business of the Borrower and the Subsidiaries Obligors 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 leases or leases, which could agreements that would reasonably be expected to have result in a Material Adverse Effect.
(cb) All of the Sand Mines are described on Schedule 9.1.16(b) attached hereto or have been disclosed in writing as “Sand Mines” to the Agent after the Closing Date, which shall be deemed to be a supplement to Schedule 9.1.16(b). The rights and Properties presently owned, leased or licensed Obligors possess all of the real property interests necessary for the operation of the Sand Facilities currently operated by the Borrower Obligors, and all of the Subsidiaries including, without limitation, all easements Sand Properties of the Obligors that are reasonably necessary for the operation of such Sand Facilities are in good working condition and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries to conduct their are maintained in accordance with prudent business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)standards.
(dc) The Borrower Each Obligor and each Subsidiary its Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenamestrade names, copyrights, patents and other intellectual Intellectual Property material to its businessbusiness (including geological data, geophysical data, engineering data, seismic data, maps and interpretations), and the use thereof by the Borrower such Obligor and such Subsidiary its Restricted Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect.
(d) Each Obligor and each of its Restricted Subsidiaries has good and defensible title in fee simple to, or valid leasehold interests in, or easements or other marketable property interests in, all Property necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Permitted Liens and except where the failure to have such title or other interest would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Sources: Loan, Security and Guaranty Agreement (Atlas Energy Solutions Inc.), Loan, Security and Guaranty Agreement (Atlas Energy Solutions Inc.)
Properties; Titles, Etc. (a) Each of the Borrower and the Subsidiaries Credit Party has good and valid defensible title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real and personal Property except for defects that, individually or to the Hydrocarbon Interests in the aggregateOil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all its personal Properties, (i) do not materially interfere with the ordinary conduct of its business and (ii) could not reasonably be expected to have a Material Adverse Effect. All such Property is in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, each Credit Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate such Credit Party 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 that is not offset by a corresponding proportionate increase in such Credit Party’s net revenue interest in such Property.
(b) All leases, easements, rights of way material leases and other agreements necessary for the conduct of the business of the Borrower and the Subsidiaries Credit Parties 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 could reasonably be expected to have a Material Adverse Effect.
(c) The rights and Properties presently owned, leased or licensed by the Borrower and the Subsidiaries Credit Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries Credit Parties to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)hereof.
(d) The Borrower All of the Properties of the Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition and each Subsidiary are maintained in accordance with prudent business standards.
(e) Each Credit Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower such Credit Party does not and such Subsidiary does will not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Northern Oil & Gas, Inc.), Credit Agreement (Northern Oil & Gas, Inc.)
Properties; Titles, Etc. (a) Each of the Borrower and the Subsidiaries has good and valid title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real and personal Property except Except for defects that, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct of its business and (ii) could matters which would not reasonably be expected to have a Material Adverse Effect. All such Property is :
(a) Each Loan Party has good and defensible title to the proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all its personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, the Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate such Loan Party 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 that is not offset by a corresponding proportionate increase in such Loan Party’s net revenue interest in such Property.
(b) All leases, easements, rights of way material leases and other agreements necessary for the conduct of the business of the Borrower and the Subsidiaries Loan Parties are valid and subsisting, in full force and effect, and (i) with respect to the Borrower and (ii) to Borrower’s knowledge with respect to all counterparties to such leases and agreements, 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 could reasonably be expected to have would affect in any material respect the conduct of the business of the Loan Parties, taken as a Material Adverse Effectwhole.
(c) The rights and Properties presently owned, leased or licensed by the Borrower and the Subsidiaries including, without limitation, Loan Parties including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries Loan Parties to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)hereof.
(d) The Borrower All of the Properties of the Loan Parties which are reasonably necessary for the operation of their businesses are in good working condition, ordinary wear and each Subsidiary tear excepted, and are maintained in accordance with prudent business standards.
(e) Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Subsidiary Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect. The Loan Parties either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as would not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (SM Energy Co), Credit Agreement (SM Energy Co)
Properties; Titles, Etc. (a) Each of the Borrower and the Subsidiaries Relevant Party has good and valid title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real and personal Property free and clear of all Liens except for defects thatPermitted Liens.
(b) From and after the construction and commercial operation of any Gathering Systems, such Gathering Systems are or will be covered by valid and subsisting recorded fee deeds, leases, easements, rights of way, servitudes, permits, licenses or other instruments and agreements (collectively, “Rights of Way”) in favor of the Borrower or any other applicable Relevant Party (or their predecessors in interest) and their respective successors and assigns, except where the failure of the Gathering Systems to be so covered, individually or in the aggregate, (i) do does not interfere with the ordinary conduct of business of any Relevant Party, (ii) does not materially detract from the value or the use of the Gathering Systems or (iii) could not reasonably be expected to result in a Material Adverse Effect.
(c) From and after the construction and commercial operation of any Gathering Systems, the Rights of Way establish or will establish a contiguous and continuous right of way for such Gathering Systems and grant or will grant the Borrower or any other applicable Relevant Party (or their predecessors in interest) the right to construct, operate, and maintain such Gathering Systems in, over, under, or across the land covered thereby in accordance with applicable law and customary industry practices; provided, however, (i) some of the Rights of Way granted to the Relevant Parties (or their predecessors in interest) by private parties and Governmental Authorities are revocable at the right of the applicable grantor, (ii) some of the Rights of Way cross properties that are subject to Liens in favor of third parties that have not been subordinated to the Rights of Way; and (iii) some Rights of Way are subject to certain defects, limitations and restrictions; provided, further, none of the limitations, defects, and restrictions described in clauses (i), (ii) and (iii) above, individually or in the aggregate, (A) materially interfere with the ordinary conduct of its business and of the Borrower or any other Relevant Party, (iiB) materially detract from the value or the use of such Gathering Systems or (C) could not reasonably be expected to have result in a Material Adverse Effect. All such Property is free and clear of all Liens except Liens permitted by Section 9.03.
(bd) Each Processing Plant is located on lands covered by fee deeds, real property leases, or other instruments (collectively “Deeds”) in favor of the Borrower or any other applicable Relevant Party (or their predecessors in interest) and their respective successors and assigns. The Deeds grant the Borrower or any other applicable Relevant Party (or their predecessors in interest) the right to construct, operate, and maintain each Processing Plant on the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets.
(e) All leases, easements, rights Rights of way Way and other agreements all Deeds necessary for the conduct of the business of the Borrower and the Subsidiaries other Relevant Parties are valid and subsisting, in full force and effect, and there exists no breach, default or event or circumstance which that, with the giving of notice or the passage of time or both both, would give rise to a default under any such lease Rights of Way or leases, which Deeds that could reasonably be expected to result in a Material Adverse Effect. All rental and other payments due under any Rights of Way or Deeds by any Relevant Party (and their predecessors in interest) have been duly paid in accordance with the terms thereof, except to the extent that a failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
(cf) The rights and Properties presently owned, leased or licensed by the Borrower and the Subsidiaries other Relevant Parties including, without limitation, all easements Rights of Way and rights of wayDeeds, include all rights and Properties necessary to permit the Borrower and the Subsidiaries other Relevant Parties to conduct their business businesses in all material respects in the same manner as its business has such businesses have been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)Effective Date.
(dg) Except as could not reasonably be expected to result in a Material Adverse Effect, neither the businesses nor the Properties of any of the Relevant Parties is affected in any manner as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.
(h) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Relevant Parties, is contemplated with respect to all or any portion of the Midstream Properties, except to the extent that an adverse determination in such proceeding (i) would not materially interfere with the ordinary conduct of business of any Relevant Party, (ii) would not materially detract from the value or the use of the Midstream Properties and (iii) could not reasonably be expected to result in a Material Adverse Effect.
(i) The Borrower and each Subsidiary other Relevant Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Subsidiary Relevant Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (Riviera Resources, Inc.), Credit Agreement (Riviera Resources, LLC)
Properties; Titles, Etc. (a) Each of the Borrower and the Subsidiaries Credit Party has good and valid defensible title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real to the Oil and personal Property except for defects that, individually or Gas Properties evaluated in the aggregatemost recently delivered Reserve Report and good title to all its personal Properties, (i) do not materially interfere with the ordinary conduct of its business and (ii) could not reasonably be expected to have a Material Adverse Effect. All such Property is in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Liens permitted by Section 9.03, each Credit Party specified as the owner owns, or has exclusive rights in, the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate any Credit Party 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 that is not offset by a corresponding proportionate increase in such Credit Party’s net revenue interest in such Property.
(b) All leases, easements, rights of way material leases and other agreements necessary for the conduct of the business of the Borrower and the Subsidiaries Credit Parties 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 could reasonably be expected to have a Material Adverse Effect.
(c) The rights and Properties presently owned, leased or licensed by the Borrower and the Subsidiaries Credit Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries Credit Parties to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)hereof.
(d) The Borrower All of the Properties of the Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition and each Subsidiary are maintained in accordance with prudent business standards.
(e) Each Credit Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Subsidiary Credit Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (Gran Tierra Energy Inc.), Credit Agreement (Gran Tierra Energy Inc.)
Properties; Titles, Etc. (a) Each The Borrower and each of the Borrower and the Subsidiaries other Loan Parties has good and valid title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real and personal Property free and clear of all Liens except for defects thatPermitted Liens.
(b) From and after the construction and commercial operation of any Gathering Systems, such Gathering Systems are or will be covered by valid and subsisting recorded fee deeds, leases, easements, rights of way, servitudes, permits, licenses or other instruments and agreements, as the case may be (collectively, “Rights of Way”), in favor of the Borrower or any other applicable Loan Party (or their predecessors in interest) and their respective successors and assigns in accordance with applicable law and customary industry practices, except where the failure of such Gathering Systems to be so covered, individually or in the aggregate, (i) do does not materially interfere with the ordinary conduct of its business of any Loan Party, (ii) does not materially detract from the value or the use of such Gathering Systems and (iiiii) could not reasonably be expected to have a Material Adverse Effect. All such Property is free and clear of all Liens except Liens permitted by Section 9.03.
(bc) From and after the construction and commercial operation of any Gathering Systems, the Rights of Way establish or will establish a contiguous and continuous right of way for such Gathering Systems and grant or will grant the Borrower or any other applicable Loan Party (or their predecessors in interest) the right to construct, operate, and maintain such Gathering Systems in, over, under, or across the land covered thereby in accordance with applicable law and customary industry practices; provided, however, (i) some of the Rights of Way granted to the Loan Parties (or their predecessors in interest) by private parties and Governmental Authorities are revocable at the right of the applicable grantor, (ii) some of the Rights of Way cross properties that are subject to Liens in favor of third parties that have not been subordinated to the Rights of Way; and (iii) some Rights of Way are subject to certain defects, limitations and restrictions; provided, further, none of the limitations, defects, and restrictions described in clauses (i), (ii) and (iii) above, individually or in the aggregate, (A) materially interfere with the ordinary conduct of business of any Loan Party, (B) materially detract from the value or the use of such Gathering Systems or (C) could reasonably be expected to have a Material Adverse Effect.
(d) Each Processing Plant is located on lands covered by fee deeds, real property leases, or other instruments (collectively “Deeds”) in favor of the Borrower or any other applicable Loan Party (or their predecessors in interest) and their respective successors and assigns. The Deeds grant the Borrower or any other applicable Loan Party (or their predecessors in interest) the right to construct, operate, and maintain the applicable Processing Plant on the land covered thereby in accordance with applicable law and customary industry practices.
(e) All leases, easements, rights Rights of way Way and other agreements all Deeds necessary for the conduct of the business of the Borrower and the Subsidiaries other Loan Parties are valid and subsisting, in full force and effect, and there exists no breach, default or event or circumstance which that, with the giving of notice or the passage of time or both both, would give rise to a default under any such lease Rights of Way or leasesDeeds that could reasonably be expected to have a Material Adverse Effect. All rental and other payments due under any Rights of Way or Deeds by any Loan Party (and their predecessors in interest) have been duly paid in accordance with the terms thereof, which except to the extent that a failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(cf) The rights and Properties presently owned, leased or licensed by the Borrower and the Subsidiaries other Loan Parties including, without limitation, all easements Rights of Way and rights of wayDeeds, include all rights and Properties necessary to permit the Borrower and the Subsidiaries other Loan Parties to conduct their business businesses in all material respects in the same manner as its business has such businesses have been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)hereof.
(dg) Neither the businesses nor the Properties of any of the Loan Parties is affected in any material and adverse manner as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.
(h) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Loan Parties, is contemplated with respect to all or any portion of the Midstream Properties, except for that which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(i) The Borrower and each Subsidiary other Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Subsidiary Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (PennTex Midstream Partners, LP), Credit Agreement
Properties; Titles, Etc. (a) Each of the Borrower and the Subsidiaries has good and valid title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real and personal Property except Except for defects that, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct of its business and (ii) matters which could not reasonably be expected to have a Material Adverse Effect. All such Property is :
(a) Each Loan Party has good and defensible title to the proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all its personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, the Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate such Loan Party 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 that is not offset by a corresponding proportionate increase in such Loan Party’s net revenue interest in such Property.
(b) All leases, easements, rights of way material leases and other agreements necessary for the conduct of the business of the Borrower and the Subsidiaries Loan Parties 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 could reasonably be expected to have would affect in any material respect the conduct of the business of the Loan Parties, taken as a Material Adverse Effectwhole.
(c) The rights and Properties presently owned, leased or licensed by the Borrower and the Subsidiaries including, without limitation, Loan Parties including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries Loan Parties to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)hereof.
(d) The Borrower All of the Properties of the Loan Parties which are reasonably necessary for the operation of their businesses are in good working condition and each Subsidiary are maintained in accordance with prudent business standards.
(e) Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Subsidiary Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Loan Parties either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (SM Energy Co)
Properties; Titles, Etc. (a) Each of the Borrower and the Subsidiaries Credit Party has good and valid defensible title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real and personal Property except for defects that, individually or to the Hydrocarbon Interests in the aggregateOil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all its personal Properties, (i) do not materially interfere with the ordinary conduct of its business and (ii) could not reasonably be expected to have a Material Adverse Effect. All such Property is in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, each Credit Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate such Credit Party 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 that is not offset by a corresponding proportionate increase in such Credit Party’s net revenue interest in such Property.
(b) All leases, easements, rights of way material leases and other agreements necessary for the conduct of the business of the Borrower and the Subsidiaries Credit Parties 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 could reasonably be expected to have a Material Adverse Effect.
(c) The rights and Properties presently owned, leased or licensed by the Borrower and the Subsidiaries Credit Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries Credit Parties to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)hereof.
(d) The Borrower All of the Properties of the Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition and each Subsidiary are maintained in accordance with prudent business standards.
(e) Each Credit Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower such Credit Party does not and such Subsidiary does will not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Credit
(f) Parties either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Properties; Titles, Etc. Except as a result of the filing of the Chapter 11 Cases:
(a) Each of the Borrower and the Subsidiaries Loan Party has good and valid defensible title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real to the Oil and personal Property except for defects that, individually or Gas Properties evaluated in the aggregatemost recently delivered Reserve Report and good title to all its personal Properties, (i) do not materially interfere with the ordinary conduct of its business and (ii) could not reasonably be expected to have a Material Adverse Effect. All such Property is in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, the Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate such Loan Party 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 that is not offset by a corresponding proportionate increase in such Loan Party’s net revenue interest in such Property.
(b) All leasesOther than as a result of the Chapter 11 Cases, easements, rights of way all material leases and other agreements necessary for the conduct of the business of the Borrower and the Subsidiaries Loan Parties 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 could reasonably be expected to have a Material Adverse Effect.
(c) The rights and Properties presently owned, leased or licensed by the Borrower and the Subsidiaries including, without limitation, Loan Parties including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries Loan Parties to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject hereof, in each case, except where the failure to any changes to the business resulting from transactions permitted hereunder)do so would not have a Material Adverse Effect.
(d) The Borrower All of the Properties of the Loan Parties which are reasonably necessary for the operation of their businesses are in good working condition and each Subsidiary are maintained in accordance with prudent business standards.
(e) Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Subsidiary Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Loan Parties either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Dip Credit Agreement
Properties; Titles, Etc. (a) Each of the Borrower and the Subsidiaries Loan Party has good and valid defensible title to, or valid leasehold interests in, the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to, or valid easementsleasehold interests in, rights of way or other property interests all its personal Properties, in all of its real and personal Property except for defects thateach case, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct of its business and (ii) could not reasonably be expected to have a Material Adverse Effect. All such Property is free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, the Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate such Loan Party 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 that is not offset by a corresponding proportionate increase in such Loan Party’s net revenue interest in such Property.
(b) All leases, easements, rights of way material leases and other agreements necessary for the conduct of the business of the Borrower and the Subsidiaries Loan Parties 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 could reasonably be expected to have a Material Adverse Effect.
(c) The rights and Properties presently owned, leased or licensed by the Borrower and the Subsidiaries including, without limitation, Loan Parties including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries Loan Parties to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)hereof.
(d) The Borrower All of the Properties of the Loan Parties which are reasonably necessary for the operation of their businesses are in good working condition and each Subsidiary are maintained in accordance with prudent business standards.
(e) Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Subsidiary Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Loan Parties either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Emerald Oil, Inc.)
Properties; Titles, Etc. (a) Each of the Borrower and the Restricted Subsidiaries has good and valid defensible title toto the Borrowing Base Properties (other than, valid leasehold interests into the extent this representation and warranty is deemed to be made after the Effective Date, or valid easementsthose Borrowing Base Properties (i) disposed of in compliance with Section 9.11 since the delivery of such Reserve Report, rights of way or other property interests (ii) leases that have expired in accordance with their terms and (iii) with title defects disclosed in writing to the Administrative Agent) and good title to all of its real and material personal Property except for defects thatProperties, individually or in the aggregateeach case, (ix) do not materially interfere with the ordinary conduct of its business and (ii) could not reasonably be expected to have a Material Adverse Effect. All such Property is free and clear of all Liens except Liens permitted by Section 9.039.03 and (y) with the exception of Immaterial Title Deficiencies. After giving full effect to the Excepted Liens, and with the exception of Immaterial Title Deficiencies, the Borrower or the Restricted Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Borrower or such Restricted Subsidiary 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 that is not offset by a corresponding proportionate increase in the Borrower’s or such Restricted Subsidiary’s net revenue interest in such Property.
(b) All leasesExcept as would not reasonably be expected to have a Material Adverse Effect, easements, rights of way all oil and other gas leases and agreements necessary for the conduct of the business of the Borrower and the its Restricted 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 could .
(c) Except as would not reasonably be expected to have a Material Adverse Effect.
(c) The , the rights and Properties presently owned, leased or licensed by the Borrower and the its Restricted Subsidiaries including, without limitation, (including all easements and rights of way, ) include all rights and Properties necessary to permit the Borrower and the its Restricted Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)hereof.
(d) Except as would not reasonably be expected to have a Material Adverse Effect, all of the Properties of the Borrower and its Restricted Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards.
(e) The Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Properties; Titles, Etc. (a) Each of The Parent, the Borrower and the Restricted Subsidiaries have good and valid title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of their material real and personal Property free and clear of all Liens except Liens permitted by Section 9.03. Each DevCo has good and valid title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real the Mortgaged Properties owned by it free and personal Property clear of all Liens except for defects thatExcepted Liens.
(b) The Gathering Systems are covered by valid and subsisting recorded fee deeds, leases, easements, rights of way, servitudes, permits, licenses and other instruments and agreements (collectively, “Rights of Way”) in favor of the Parent, the Borrower, any other applicable Restricted Subsidiary or any applicable DevCo (or their predecessors in interest), except where the failure of the Gathering Systems to be so covered, individually or in the aggregate, (i) do does not materially interfere with the ordinary conduct of its business of the Parent, the Borrower, any Restricted Subsidiary or such DevCo, (ii) does not materially detract from the value or the use of the portion of the Gathering Systems which are not covered and (iiiii) could not reasonably be expected to have a Material Adverse Effect. All such Property is free and clear of all Liens except Liens permitted by Section 9.03.
(bc) The Rights of Way establish a contiguous and continuous right of way for the Gathering Systems and grant the Parent, the Borrower, any applicable Restricted Subsidiary or any applicable DevCo (or their predecessors in interest) the right to construct, operate, and maintain the Gathering Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets; provided, however, (i) some of the Rights of Way granted to the Parent, the Borrower, such applicable Restricted Subsidiary or such applicable DevCo (or their predecessors in interest) by private parties and Governmental Authorities are revocable at the right of the applicable grantor, (ii) some of the Rights of Way cross properties that are subject to liens in favor of third parties that have not been subordinated to the Rights of Way, and (iii) some Rights of Way are subject to certain defects, limitations and restrictions; provided, further, none of the limitations, defects, and restrictions described in clauses (i), (ii) and (iii) above, individually or in the aggregate, (A) materially interfere with the ordinary conduct of business of the Parent, the Borrower, any Restricted Subsidiary or any DevCo, (B) materially detract from the value or the use of the portion of the Gathering Systems which are covered or (C) could reasonably be expected to have a Material Adverse Effect.
(d) Each Processing Plant is or will be located on lands covered by fee deeds, real property leases, or other instruments (collectively “Deeds”) in favor of the Parent, the Borrower, any applicable Restricted Subsidiary or any applicable DevCo (or their predecessors in interest) and their respective successors and assigns. The Deeds grant the Parent, the Borrower, any applicable Restricted Subsidiary or any applicable DevCo (or their predecessors in interest) the right to construct, operate, and maintain such Processing Plant on the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets.
(e) All leases, easements, rights Rights of way Way and other agreements all Deeds necessary for the conduct of the business of the Borrower Parent, the Borrower, the Restricted Subsidiaries and the Subsidiaries any applicable DevCo are valid and subsisting, in full force and effect, and there exists no breach, default or event or circumstance which that, with the giving of notice or the passage of time or both both, would give rise to a default under any such lease Rights of Way or leasesDeeds that could reasonably be expected to have a Material Adverse Effect. All rental and other payments due under any Rights of Way or Deeds by the Parent, which the Borrower, any Restricted Subsidiary or any DevCo (and their predecessors in interest) have been duly paid in accordance with the terms thereof, except to the extent that a failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(cf) The rights [Reserved].
(g) Neither the businesses nor the Properties of the Parent, the Borrower, the Restricted Subsidiaries or the DevCos is affected in any manner that could reasonably be expected to have a Material Adverse Effect as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.
(h) No eminent domain proceeding or taking has been commenced or, to the knowledge of the Parent, the Borrower, the Restricted Subsidiaries, and the DevCos is contemplated with respect to all or any portion of the Midstream Properties, except for that which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(i) No portion of the Midstream Properties presently ownedhas, leased since the date of this Agreement, suffered any material damage by fire or licensed by other casualty loss except that which has heretofore been repaired or replaced or is in the process of being repaired or replaced, except for any such loss in respect of which the Parent, the Borrower and the Restricted Subsidiaries including, without limitation, all easements are in compliance with their obligations to make the prepayments required on account of a casualty loss as and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunderwhen required under Section 3.04(c).
(dj) The Parent, the Borrower and each Subsidiary ownsor the Restricted Subsidiaries own, or is are licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its their business, and the use thereof by the Parent, the Borrower and such or any Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Properties; Titles, Etc. (a) Each of the Borrower Loan Parties and the their Subsidiaries has good and valid title to, valid leasehold interests in, or valid easements, rights of way or other property interests in to all of its real and personal Property except for defects thattheir material Properties, individually or in the aggregateeach case, (i) do not materially interfere with the ordinary conduct of its business and (ii) could not reasonably be expected to have a Material Adverse Effect. All such Property is free and clear of all Liens except Liens permitted by Section 9.03Permitted Liens.
(b) All leases, easements, rights of way leases and other agreements necessary for the conduct of the business of the Borrower Loan Parties and the their Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or any 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 leases that could reasonably be expected to have result in a Material Adverse Effect.
(c) The rights and Properties presently owned, leased or licensed by the Borrower Loan Parties and the their Subsidiaries including, without limitation, including all easements and rights of wayReal Property Rights, include all rights and Properties necessary to permit the Borrower and the its Subsidiaries to conduct their respective business in all material respects in the same manner as its their business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)hereof.
(d) The Borrower Each of the Loan Parties and each Subsidiary owns, or is licensed their Subsidiaries has complied with all material obligations under the Real Property Rights to use, which they are a party and all trademarks, tradenames, copyrights, patents such Real Property Rights are in full force and other intellectual effect in all material respects. Each of the Loan Parties and their Subsidiaries enjoys peaceful and undisturbed possession under all such Real Property material to its business, and the use thereof by the Borrower and such Subsidiary does not infringe upon the rights of any other Person, Rights except for any such infringements thatminor disturbances which could not, individually or in the aggregate, could materially interfere with or impact the business or operations of any Loan Party or any of its Subsidiaries or materially detract from the value or use of such Real Property Rights.
(e) All of the Properties of the Loan Parties and their Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition (ordinary wear and tear excepted) and are maintained in accordance with prudent business standards.
(f) Each Loan Party and each Subsidiary of each Loan Party owns or is licensed to use all Intellectual Property necessary for the Loan Parties to own and operate their properties and to carry on their businesses as presently conducted and planned to be conducted by such Loan Parties and Subsidiaries, and to the knowledge of the Loan Parties, the use thereof and operation of their businesses by such Loan Parties and such Subsidiaries does not reasonably be expected infringe upon, misappropriate or otherwise violate the rights of any other Person in any material respect. Each of the Loan Parties and each Subsidiary of each Loan Party has used commercially reasonable efforts to result protect and maintain its ownership of, and the validity and enforceability of, all Intellectual Property necessary for the operation of their respective businesses.
(g) Schedule 7.01(b) lists completely and correctly all Real Property Rights leased by each Loan Party and the lessors thereof. No Loan Party owns any fee interest in a Material Adverse Effectany Real Property Rights.
Appears in 1 contract
Sources: Senior Secured Term Loan Credit Agreement (Eos Energy Enterprises, Inc.)
Properties; Titles, Etc. (a) Each of the Borrower and the Subsidiaries Credit Party has good and valid defensible title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real to the Oil and personal Property except for defects that, individually or Gas Properties evaluated in the aggregatemost recently delivered Reserve Report and good title to all its personal Properties, (i) do not materially interfere with the ordinary conduct of its business and (ii) could not reasonably be expected to have a Material Adverse Effect. All such Property is in each case, free and clear of all Liens except Liens permitted by Section Section 9.03. After giving full effect to the Liens permitted by Section 9.03, each Credit Party specified as the owner owns, or has exclusive rights in, the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate any Credit Party 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 that is not offset by a corresponding proportionate increase in such Credit Party’s net revenue interest in such Property.
(b) All leases, easements, rights of way material leases and other agreements necessary for the conduct of the business of the Borrower and the Subsidiaries Credit Parties 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 could reasonably be expected to have a Material Adverse Effect.
(c) The rights and Properties presently owned, leased or licensed by the Borrower and the Subsidiaries Credit Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries Credit Parties to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)hereof.
(d) The Borrower All of the Properties of the Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition and each Subsidiary are maintained in accordance with prudent business standards.
(e) Each Credit Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Subsidiary Credit Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Properties; Titles, Etc. (a) Each of the The Borrower and the Restricted Subsidiaries has have good and valid title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its their material real and personal Property free and clear of all Liens except for defects thatPermitted Liens.
(b) The Gathering Systems are covered by valid and subsisting recorded fee deeds, leases, easements, rights of way, servitudes, permits, licenses and other instruments and agreements (collectively, “Rights of Way”) in favor of the Borrower or any other applicable Restricted Subsidiary (or their predecessors in interest), except where the failure of the Gathering Systems to be so covered, individually or in the aggregate, (i) do does not materially interfere with the ordinary conduct of its business of the Borrower or any Restricted Subsidiary, (ii) does not materially detract from the value or the use of the portion of the Gathering Systems which are not covered and (iiiii) could not reasonably be expected to have a Material Adverse Effect. All such Property is free and clear of all Liens except Liens permitted by Section 9.03.
(bc) The Rights of Way establish a contiguous and continuous right of way for the Gathering Systems and grant the Borrower or any applicable Restricted Subsidiary (or their predecessors in interest) the right to construct, operate, and maintain the Gathering Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower and applicable Restricted Subsidiary have inspected, operated, repaired, and maintained the Gathering Systems prior to the Effective Date; provided, however, (i) some of the Rights of Way granted to the Borrower or applicable Restricted Subsidiary (or their predecessors in interest) by private parties and Governmental Authorities are revocable at the right of the applicable grantor, (ii) some of the Rights of Way cross properties that are subject to liens in favor of third parties that have not been subordinated to the Rights of Way, and (iii) some Rights of Way are subject to certain defects, limitations and restrictions; provided, further, none of the limitations, defects, and restrictions described in clauses (i), (ii) and (iii) above, individually or in the aggregate, (A) interfere with the ordinary conduct of business of the Borrower or any Restricted Subsidiary, (B) materially detract from the value or the use of the portion of the Gathering Systems which are covered or (C) could reasonably be expected to have a Material Adverse Effect.
(d) Each Processing Plant is or will be located on lands covered by fee deeds, real property leases, or other instruments (collectively “Deeds”) in favor of the Borrower or any applicable Restricted Subsidiary (or their predecessors in interest) and their respective successors and assigns. The Deeds grant the Borrower or any applicable Restricted Subsidiary (or their predecessors in interest) the right to construct, operate, and maintain such Processing Plant on the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets.
(e) All leases, easements, rights Rights of way Way and other agreements all Deeds necessary for the conduct of the business of the Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no breach, default or event or circumstance which that, with the giving of notice or the passage of time or both both, would give rise to a default under any such lease Rights of Way or leasesDeeds that could reasonably be expected to have a Material Adverse Effect. All rental and other payments due under any Rights of Way or Deeds by the Borrower or any Restricted Subsidiary (and their predecessors in interest) have been duly paid in accordance with the terms thereof, which except to the extent that a failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(cf) The rights and Properties presently owned, leased or licensed by the Borrower or any Restricted Subsidiary, including all Rights of Way and the Subsidiaries including, without limitation, all easements and rights of wayDeeds, include all rights and Properties necessary to permit the Borrower and the Restricted Subsidiaries to conduct their business businesses in all material respects in the same manner as its business has such businesses have been conducted prior to the date hereof hereof.
(subject g) Neither the businesses nor the Properties of the Borrower or the Restricted Subsidiaries is affected in any manner that could reasonably be expected to have a Material Adverse Effect as a result of any changes fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.
(h) No eminent domain proceeding or taking has been commenced or, to the business resulting from transactions permitted hereunderknowledge of the Borrower and the Restricted Subsidiaries, is contemplated with respect to all or any portion of the Midstream Properties, except for that which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(i) No portion of the Midstream Properties has, since the date of this Agreement, suffered any material damage by fire or other casualty loss except that which has heretofore been repaired or replaced or is in the process of being repaired or replaced, except for any such loss in respect of which the Borrower and the Restricted Subsidiaries are in compliance with their obligations to make the prepayments required on account of a casualty loss as and when required under Section 3.04(c)(iv).
(dj) The Borrower and each Subsidiary ownsor the Restricted Subsidiaries own, or is are licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its their business, and the use thereof by the Borrower and such or any Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Rice Energy Inc.)
Properties; Titles, Etc. (ai) Each of the Borrower and the Subsidiaries Mortgagor has good and valid defensible title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of to its real Oil and personal Property except for defects that, individually or Gas Properties evaluated in the aggregate, (i) do not materially interfere most recently delivered Reserve Report as set forth in the title opinions delivered at the request of Mortgagee in connection with the ordinary conduct NPLP Deed of Trust and good title to all its business and (ii) could not reasonably be expected to have a Material Adverse Effect. All such Property is personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03liens other than Permitted Security Interests. After giving full effect to the Permitted Security Interests, ▇▇▇▇▇▇▇▇▇ owns the net interests in production attributable to the Oil and Gas Properties as reflected in the most recently delivered Reserve Report (excluding, to the extent this representation and warranty is deemed to be made after the Effective Date, any such Oil and Gas Properties sold or transferred in compliance with the NPLP Deed of Trust since the date of such Reserve Report).
(bii) All leases, easements, rights of way The Oil and other agreements necessary for the conduct Gas Leases forming a part of the business of the Borrower and the Subsidiaries Realty Collateral 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 leases or leasesagreements, which could reasonably be expected to have a Material Adverse Effect.
(ciii) The rights and Properties presently owned, leased or licensed by the Borrower and the Subsidiaries includingMortgagor, without limitation, including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries Mortgagor to conduct their its business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)hereof.
(div) The Borrower All of the Properties of Mortgagor which are reasonably necessary for the operation of its business are in good working condition and each Subsidiary are maintained in accordance with prudent business standards.
(v) Mortgagor owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Subsidiary ▇▇▇▇▇▇▇▇▇ does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Mortgagor either owns or has valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in its business as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Second Lien Security Agreement
Properties; Titles, Etc. (a) Each of the Borrower and the Subsidiaries Credit Party has good and valid defensible title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real to the Oil and personal Property except for defects that, individually or Gas Properties evaluated in the aggregatemost recently delivered Reserve Report and good title to all its personal Properties, (i) do not materially interfere with the ordinary conduct of its business and (ii) could not reasonably be expected to have a Material Adverse Effect. All such Property is in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, each Credit Party specified as the owner owns, or has exclusive rights in, the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report.
(b) All leases, easements, rights of way material leases and other agreements necessary for the conduct of the business of the Borrower and the Subsidiaries Credit Parties 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 could reasonably be expected to have a Material Adverse Effect.
(c) The rights and Properties presently owned, leased or licensed by the Borrower and the Subsidiaries Credit Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries Credit Parties to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)hereof.
(d) The Borrower All of the Properties of the Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition and each Subsidiary are maintained in accordance with prudent business standards.
(e) Each Credit Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Subsidiary Credit Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Properties; Titles, Etc. (a) Each of the Borrower and the its Subsidiaries has good and valid defensible title to, valid leasehold interests in, or valid easements, rights of way or other property interests in to all of its real Rigs and personal Property except for defects that, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct all of its business and (ii) could not reasonably be expected other Properties material to have its operations as a Material Adverse Effect. All such Property is whole, in each case, free and clear of all Liens except Liens permitted by Section 9.039.02.
(b) All leases, easements, rights of way material leases and other agreements necessary for the conduct of the business of the Borrower and the 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 could reasonably be expected to have a Material Adverse Effect.
(c) The rights and Properties presently owned, leased or licensed by the Borrower and the its Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the its Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)hereof.
(d) The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
(e) All of the real properties and interests therein owned or leased by the Borrower and/or any Subsidiary are accurately described on Schedule 7.16(e) hereto.
(f) Schedule 7.16(f) hereto contains a true, complete, description of all of the Rigs owned by the Borrower, its Subsidiaries, the Foreign Subsidiaries and the Non-Filing Subsidiaries.
Appears in 1 contract
Properties; Titles, Etc. (a) Each of the Borrower and the Subsidiaries other Credit Parties has good and valid defensible title to, valid leasehold interests in, or valid easements, rights of way or other property interests in to substantially all of its real and personal Property except for defects that, individually or Borrowing Base Properties evaluated in the aggregate, (i) do not materially interfere with the ordinary conduct most recently delivered Reserve Report and good title to all of its business material personal Properties, in each case, free and clear of all Liens except Permitted Liens. The Borrower or the other Credit Parties specified as the owner owns in all material respects the net interests in production attributable to their Oil and Gas Properties as reflected in the most recently delivered Reserve Report, and the ownership of such Properties does not in any material respect obligate such Person 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 that is not offset by a corresponding proportionate increase in its net revenue interest in such Property or the revenues therefrom.
(iib) Except as could not reasonably be expected to have a Material Adverse Effect. All such Property is free , (i) all material leases and clear of all Liens except Liens permitted by Section 9.03.
(b) All leases, easements, rights of way and other agreements necessary for the conduct of the business of the Borrower and the Subsidiaries are other Credit Parties and (ii) all oil and gas leases of the Borrower and the other Credit Parties are, in each case, valid and subsisting, subsisting and 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 could reasonably be expected leases referred to have a Material Adverse Effectin the foregoing clauses (i) and (ii).
(c) The rights and Properties presently owned, leased or licensed by the Borrower and the Subsidiaries includingother Credit Parties, without limitation, including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries other Credit Parties to conduct their business in all material respects in the same manner as its their business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)hereof.
(d) All of the Properties of the Borrower and the other Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards.
(e) The Borrower and each Subsidiary other Credit Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its businessbusiness (including databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical data), and the use thereof by the Borrower and such Subsidiary other Credit Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Rice Energy Inc.)
Properties; Titles, Etc. (a) Each of the Borrower and the Subsidiaries Credit Party has good and valid defensible title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real and personal Property except for defects that, individually or to the Hydrocarbon Interests in the aggregateOil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all its personal Properties, (i) do not materially interfere with the ordinary conduct of its business and (ii) could not reasonably be expected to have a Material Adverse Effect. All such Property is in each case, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, each Credit Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate such Credit Party 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 that is not offset by a corresponding proportionate increase in such Credit Party’s net revenue interest in such Property.
(b) All leases, easements, rights of way material leases and other agreements necessary for the conduct of the business of the Borrower and the Subsidiaries Credit Parties 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 both
(c) would give rise to a default under any such lease or leases, which could reasonably be expected to have a Material Adverse Effect.
(cd) The rights and Properties presently owned, leased or licensed by the Borrower and the Subsidiaries Credit Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries Credit Parties to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)hereof.
(de) The Borrower All of the Properties of the Credit Parties which are reasonably necessary for the operation of their businesses are in good working condition and each Subsidiary are maintained in accordance with prudent business standards.
(f) Each Credit Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower such Credit Party does not and such Subsidiary does will not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Credit Parties either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Properties; Titles, Etc. (a) Each of the The Borrower and the Subsidiaries each Restricted Subsidiary has good and valid title to, valid leasehold interests in, or valid easements, rights of way or other property interests in to all of its real and personal Property except for defects that, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct of its business and (ii) could not reasonably be expected to have a Material Adverse Effect. All such Property is Properties owned by it free and clear of all Liens except Liens permitted by Section 9.03.
(b) All leases, easements, rights of way material leases and other agreements necessary for the conduct of the business of the Borrower and the Restricted 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 except as in each case could not reasonably be expected to have result in a Material Adverse Effect.
(c) The rights and Properties presently owned, leased or licensed by the Borrower and the Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)hereof.
(d) All of the Properties of the Borrower and the Restricted Subsidiaries which are reasonably necessary for the material operation of their businesses are in good working condition and are maintained in accordance with prudent business standards.
(e) The Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and the Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Properties; Titles, Etc. (a) Each On and as of the Borrower Closing Date, all leases and the Subsidiaries has good and valid title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real and personal Property except for defects that, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct of its business and (ii) could not reasonably be expected to have a Material Adverse Effect. All such Property is free and clear of all Liens except Liens permitted by Section 9.03.
(b) All leases, easements, rights of way and other agreements necessary for the conduct of the business of the Borrower and the 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 leasesagreement, which except in each case as could not reasonably be expected to have a Material Adverse Effect.
(cb) The rights On and Properties presently ownedas of the Closing Date, leased or licensed by the Borrower and is qualified under Applicable Law (including with BOEM and/or BSEE) to own the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)Properties.
(dc) The On and as of the Closing Date, the Borrower and each Subsidiary owns, (i) owns or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property property material to its business, and the use thereof by the Borrower and such Subsidiary does will not infringe upon the rights of any other Person, except for any such infringements thatand (ii) owns or has valid licenses or other rights to use all databases, individually or geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in its business, subject to the limitations contained in the aggregateagreements governing the use of the same, in each case, except as could not reasonably be expected to result in have a Material Adverse Effect.
(d) On and as of the Closing Date, the Borrower has good and marketable title to the Properties, free and clear of all Liens, other than Excepted Liens. As used in this Agreement, “good and marketable title” means title that is reasonably free from risk of litigation over possible defects, such that a court of law or equity would require a buyer to accept.
(e) On and as of the Closing Date, the Borrower is not obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any of its Property or any interest therein.
(f) On and as of the Closing Date, the Borrower has not received any notice of, or has any knowledge of, any pending or contemplated condemnation proceeding affecting the Properties or any sale or disposition thereof in lieu of condemnation.
Appears in 1 contract
Properties; Titles, Etc. (a) Each of the Borrower and the Subsidiaries Group Member has good and valid defensible title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real to the Oil and personal Property except for defects that, individually or Gas Properties evaluated in the aggregatemost recently delivered Reserve Report and good title to all its material personal Properties other than Properties sold, transferred or otherwise disposed of (i) do not materially interfere on or prior to the Closing Date or (1) after the Closing Date, in compliance with the ordinary conduct of its business and (ii) could not reasonably be expected Section 7.11 from time to have a Material Adverse Effect. All such Property is time, in each case, free and clear of all Liens except Liens permitted by Section 9.037.3. After giving full effect to the Excepted Liens and the dispositions referenced in the prior sentence, the Group Member specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and except as otherwise provided by statute, regulation or the standard and customary provisions of any applicable joint operating agreement, the ownership of such Properties shall not in any material respect obligate the Group Member 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 that is not offset by a corresponding proportionate increase in the Group Member’s net revenue interest in such Property.
(bi) All leases, easements, rights of way leases and other agreements necessary for the conduct of the business of the Borrower and the Subsidiaries Group Members are valid and subsisting, in full force and effect, and (2) 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 which, in the case of either (i) or (ii) could reasonably be expected to have a Material Adverse Effect.
(c) The rights and Properties presently owned, leased or licensed by the Borrower and the Subsidiaries including, without limitation, Group Members including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries Group Members to conduct their business in all material respects in the same manner as its business has been is conducted prior to on the date hereof (subject except where the failure of the foregoing could not reasonably be expected to any changes to the business resulting from transactions permitted hereunder)result in a Material Adverse Effect.
(d) The Borrower Except for Properties being repaired, all of the Properties of the Group Members which are reasonably necessary for the operation of their businesses are in good working condition and each Subsidiary are maintained in accordance with prudent business standards, except where the failure of the foregoing could not reasonably be expected to result in a Material Adverse Effect.
(e) Each Group Member owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material necessary to operate its business, and the use thereof by the Borrower and such Subsidiary Group Member does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Group Members either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Note Purchase Agreement (Silverbow Resources, Inc.)
Properties; Titles, Etc. (a) Each of the Borrower The Parent and the Restricted Subsidiaries have good and valid title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of their material real and personal Property free and clear of all Liens except Permitted Liens. Each Drop Down Entity Mortgagor has good and valid title to, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real the Mortgaged Properties owned by it free and personal Property clear of all Liens except for defects thatExcepted Liens and Permitted Holdco Credit Facility Liens.
(b) The Gathering Systems are covered by valid and subsisting recorded fee deeds, leases, easements, rights of way, servitudes, permits, licenses and other instruments and agreements (collectively, “Rights of Way”) in favor of the Parent, any other applicable Restricted Subsidiary or any applicable Drop Down Entity Mortgagor (or their predecessors in interest), except where the failure of the Gathering Systems to be so covered, individually or in the aggregate, (i) do does not materially interfere with the ordinary conduct of its business and of the Parent, any Restricted Subsidiary or such Drop Down Entity Mortgagor, (ii) does not materially detract from the value or the use of the portion of the Gathering Systems which are not covered and (iii) could not reasonably be expected to have a Material Adverse Effect. All such Property is free and clear of all Liens except Liens permitted by Section 9.03.
(b) All leases, easements, rights of way and other agreements necessary for the conduct of the business of the Borrower and the 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 could reasonably be expected to have a Material Adverse Effect.
(c) The rights Rights of Way establish a contiguous and Properties presently ownedcontinuous right of way for the Gathering Systems and grant the Parent, leased any applicable Restricted Subsidiary or licensed by any applicable Drop Down Entity Mortgagor (or their predecessors in interest) the Borrower right to construct, operate, and maintain the Subsidiaries includingGathering Systems in, without limitationover, all easements and rights of wayunder, include all rights and Properties necessary to permit or across the Borrower and the Subsidiaries to conduct their business in all material respects land covered thereby in the same manner way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as its business has been conducted the Parent, any applicable Restricted Subsidiary and any applicable Drop Down Entity Mortgagor have inspected, operated, repaired, and maintained the Gathering Systems prior to the date hereof Effective Date; provided, however, (subject to any changes i) some of the Rights of Way granted to the business resulting from transactions permitted hereunder).
Parent, such applicable Restricted Subsidiary or such applicable Drop Down Entity Mortgagor (dor their predecessors in interest) The Borrower by private parties and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and Governmental Authorities are revocable at the use thereof by right of the Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.applicable grantor,
Appears in 1 contract
Sources: Credit Agreement
Properties; Titles, Etc. (a) Each of the Borrower Loan Parties and the their Material Subsidiaries has (i) good and valid defensible title to, or valid leasehold or other interests in, or valid easements, rights of way or other property interests in all of its their respective real and personal Property except for defects that, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct of its business Properties and (ii) could not reasonably be expected good title to have a Material Adverse Effect. All such Property is all of their respective material personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03Permitted Liens, in each case, except as would not reasonably be expected to materially and adversely affect the business or operations of any Loan Party.
(b) All material leases, easements, rights of way subleases and other agreements necessary for the conduct of the business of the Borrower Loan Parties and the their Material Subsidiaries are valid and subsisting, in full force and effect, and and, to Borrower’s knowledge, there exists no default or any event or circumstance which with the giving of notice or the passage of time or both would give rise to a default by any Loan Party or Subsidiary under any such lease or leases, which could reasonably be expected to have a Material Adverse Effectsublease.
(c) The rights and Properties presently owned, leased leased, subleased or licensed by the Borrower Loan Parties and the Subsidiaries includingtheir Material Subsidiaries, without limitation, including all easements and rights of wayReal Property Rights, include all rights and Properties necessary to permit the Borrower Loan Parties and the their Material Subsidiaries to conduct their business respective businesses in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)presently conducted.
(d) The Borrower Each of the Loan Parties and each Subsidiary owns, or their Subsidiaries has complied with all obligations under the Real Property Rights to which it is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its businessa party, and the use thereof by the Borrower all such Real Property Rights are in full force and such Subsidiary does not infringe upon the rights of any other Personeffect, in each case, except for any such infringements that, individually or in the aggregate, could as would not reasonably be expected to result in a Material Adverse Effect. Each of the Loan Parties and their Subsidiaries enjoys peaceful and undisturbed possession under all such Real Property Rights except for minor disturbances which would not reasonably be expected to, individually or in the aggregate, materially and adversely interfere with or impact the business or operations of any Loan Party or any of its Subsidiaries or materially detract from the value or use of such Real Property Rights.
(e) All of the material Properties of the Loan Parties and their Material Subsidiaries which are reasonably necessary for the operation of their respective businesses are in good working condition (ordinary wear and tear excepted) and are maintained in accordance with prudent business standards in all material respects.
(f) Each of the Loan Parties and their Material Subsidiaries owns or is licensed to use all material Intellectual Property necessary for it to own and operate its Properties and to carry on its business as presently conducted, and each Loan Party’s use of such material Intellectual Property and operation of its business does not infringe upon, misappropriate or otherwise violate the rights of any other Person. Each of the Loan Parties and their Material Subsidiaries has used commercially reasonable efforts to protect and maintain its ownership of, and the validity and enforceability of, all material Intellectual Property. No claims or litigations challenging any Loan Party’s use or ownership of any material Intellectual Property or the validity or enforceability of any Loan Party’s or any of their Material Subsidiaries’ material Intellectual Property are pending or, to the knowledge of the Loan Parties, threatened in writing.
(g) Schedule 7.16 sets forth, as of the Closing Date, a complete and correct list of all Real Property Rights with respect to Material Real Property fee owned, leased or licensed by the Loan Parties and their Subsidiaries (and, if applicable, the lessors or grantors thereof).
Appears in 1 contract
Sources: Senior Secured First Lien Term Loan Credit Agreement (Clean Energy Fuels Corp.)
Properties; Titles, Etc. (a) Each of the Borrower Loan Parties and the their respective Material Subsidiaries has (i) good and valid defensible title to, or valid leasehold leasehold, license or other interests in, or valid easements, rights of way or other property interests in all of its real and personal Property except for defects that, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct of its business their respective Material Real Properties and (ii) could not reasonably be expected good title to have a Material Adverse Effect. All such Property is all of their respective material personal Properties, in each case of foregoing clauses (i) and (ii), free and clear of all Liens except Liens permitted by Section 9.03Permitted Liens, in each case, except as would not reasonably be expected to materially and adversely affect the business or operations of any Loan Party.
(b) All leases, easements, rights of way Material Contracts and other agreements necessary for the conduct of the business of the Borrower and the Subsidiaries Material Station Agreements are valid and subsisting, in full force and effect, and and, to Borrower’s knowledge, there exists no material default or any event or circumstance which with the giving of notice or the passage of time or both would give rise to a material default by any Loan Party or Subsidiary under any such lease Material Contract or leases, which could reasonably be expected to have a Material Adverse EffectStation Agreement.
(c) The rights and Properties presently owned, leased leased, subleased or licensed by the Borrower Loan Parties and the Subsidiaries includingtheir respective Material Subsidiaries, without limitation, including all easements and rights of wayReal Property Rights, include all rights and Properties necessary to permit the Borrower Loan Parties and the their respective Material Subsidiaries to conduct their business respective businesses in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)presently conducted.
(d) The Borrower Each of the Loan Parties and each Subsidiary owns, or their respective Subsidiaries has complied with all obligations under the Real Property Rights to which it is licensed a party with respect to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its businessthe Material Real Properties, and the use thereof by the Borrower all such Real Property Rights are in full force and such Subsidiary does not infringe upon the rights of any other Personeffect, in each case, except for any such infringements that, individually or in the aggregate, could as would not reasonably be expected to result in a Material Adverse Effect. Each of the Loan Parties and their respective Subsidiaries enjoys peaceful and undisturbed possession under all such Real Property Rights with respect to the Material Real Properties except for minor disturbances which would not reasonably be expected to, individually or in the aggregate, materially and adversely interfere with or impact the business or operations of any Loan Party or any of its Subsidiaries or materially detract from the value or use of such Real Property Rights.
(e) All of the material Properties of the Loan Parties and their respective Material Subsidiaries that are reasonably necessary for the operation of their respective businesses are in good working condition (ordinary wear and tear excepted) and are maintained in accordance with Prudent Industry Practice in all material respects.
(f) Each of the Loan Parties and their respective Material Subsidiaries owns or is licensed to use all material Intellectual Property necessary for it to own and operate its Properties and to carry on its business as presently conducted, and each Loan Party’s use of such material Intellectual Property and operation of its business does not infringe upon, misappropriate or otherwise violate the rights of any other Person. Each of the Loan Parties and their respective Material Subsidiaries has used commercially reasonable efforts to protect and maintain its ownership of, and the validity and enforceability of, all material Intellectual Property. No claims or litigations challenging any Loan Party’s use or ownership of any material Intellectual Property or the validity or enforceability of any Loan Party’s or any of their respective Material Subsidiaries’ material Intellectual Property are pending or, to the knowledge of the Loan Parties, threatened in writing.
(g) Schedule 7.16 sets forth, as of the Closing Date, (i) a complete and correct list of all Real Property Rights with respect to Material Real Property (other than property subject to Material Station Agreements) fee owned, leased or licensed by the Loan Parties and their respective Subsidiaries (and, if applicable, the lessors or grantors thereof) and (ii) the list of Material Station Agreements.
Appears in 1 contract
Sources: Senior Secured First Lien Term Loan Credit Agreement (Clean Energy Fuels Corp.)
Properties; Titles, Etc. (a) Each of the Borrower and the Subsidiaries Loan Party has good and valid defensible title to their respective Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to, or valid leasehold interests in, or valid easementsall its personal Properties, rights of way or other property interests in all of its real and personal Property except for defects thateach case, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct of its business and (ii) could not reasonably be expected to have a Material Adverse Effect. All such Property is free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, the Loan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate such Loan Party 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 that is not offset by a corresponding proportionate increase in such Loan Party’s net revenue interest in such Property.
(b) All leases, easements, rights of way material leases and other agreements necessary for the conduct of the business of the Borrower and the Subsidiaries Loan Parties 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 could reasonably be expected to have a Material Adverse Effect.
(c) The rights and Properties presently owned, leased or licensed by the Borrower and the Subsidiaries including, without limitation, Loan Parties including all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries Loan Parties to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)hereof.
(d) The Borrower All of the Properties of the Loan Parties which are reasonably necessary for the operation of their businesses are in good working condition and each Subsidiary are maintained in accordance with prudent business standards.
(e) Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Subsidiary Loan Party does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Loan Parties either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Emerald Oil, Inc.)
Properties; Titles, Etc. (a) The real property owned or leased by the Parent, the Borrower and their Subsidiaries is described on SCHEDULE 8.17. Each of the Parent, the Borrower and the Subsidiaries has have good and valid marketable title to, to or valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real and personal Property except for defects that, individually or interest in the aggregateCoal Leases, (i) do not materially interfere with the ordinary conduct of Real Property and all other material properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its business books and (ii) could not reasonably be expected to have a Material Adverse Effect. All such Property is records, free and clear of all Liens and encumbrances except Liens permitted by Section 9.03Excepted Liens, and subject to the terms and conditions of the applicable leases. No litigation or claims are currently pending, or the best knowledge of the Borrower, threatened which would question the Parent's, Borrower's or their respective Subsidiaries' title to the Coal Properties.
(b) All leases, easements, rights of way leases and other agreements necessary for delivered in connection with the conduct of the business of the Borrower and the Subsidiaries Initial Funding are valid and subsisting, in full force and effect, 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 could reasonably be expected to have a Material Adverse Effectwould affect in any material respect the conduct of the business of the Borrower.
(c) The rights and Properties Property presently owned, leased or licensed by the Parent, Borrower and the their Subsidiaries including, without limitation, all mineral, surface and access rights, easements and rights of way, include is all rights and Properties of the Property necessary to permit the Parent, Borrower and the its Subsidiaries to conduct their business in all material respects in the same manner as its business would a prudent operator and Parent, Borrower and their Subsidiaries will not be required to acquire any material assets to continue the current operations of Parent's, Borrower's and their Subsidiaries' Properties other than the replacement of equipment in the ordinary course of business, and no default has been conducted prior to the date hereof (subject occurred or is existing with respect to any changes such rights that could reasonably be expected to cause the business resulting from transactions permitted hereunder)loss of such rights or to otherwise impact the ability of the Parent, Borrower or their Subsidiaries to conduct their business.
(d) All fixtures, improvements and personal property included in the Properties of the Borrower and its Affiliates 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 Parent, Borrower and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Parent, Borrower and each such Subsidiary does not infringe upon the rights of any other Person. The Parent, except for any such infringements thatBorrower and their Subsidiaries either own or have valid licenses or other rights to use all databases, individually or geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the aggregateagreements governing the use of the same, which limitations are customary for companies engaged in the business of the mining and production of Coal.
(f) Except as could not reasonably be expected to result in have a Material Adverse Effect, and those consents to be obtained after the Effective Date pursuant to Section 9.20, the Parent, Borrower and their Subsidiaries (i) have the right to pledge and encumber such parties rights in and to the Collateral, and (ii) the Administrative Agent, any Lender, or any other party that gains ownership or possession of any Collateral by reason of such pledge or encumbrance shall be permitted to sell, transfer or assign such rights to a subsequent Person subject only to obtaining consents from Governmental Authorities typically required in the ordinary course of business.
Appears in 1 contract
Properties; Titles, Etc. (a) Each of the Borrower and the Subsidiaries has good and valid defensible title toto the Borrowing Base Properties (other than, valid leasehold interests into the extent this representation and warranty is deemed to be made after the Effective Date, or valid easementsthose Borrowing Base Properties (i) disposed of in compliance with Section 9.10 since the delivery of such Reserve Report, rights of way or other property interests (ii) leases that have expired in accordance with their terms and (iii) with title defects disclosed in writing to the Administrative Agent) and good title to all of its real and material personal Property except for defects thatProperties, individually or in the aggregateeach case, (ix) do not materially interfere with the ordinary conduct of its business and (ii) could not reasonably be expected to have a Material Adverse Effect. All such Property is free and clear of all Liens except Liens permitted by Section 9.039.03 and (y) with the exception of Immaterial Title Deficiencies. After giving full effect to the Excepted Liens, and with the exception of Immaterial Title Deficiencies, the Borrower or the Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Borrower or such Subsidiary 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 that is not offset by a corresponding proportionate increase in the Borrower’s or such Subsidiary’s net revenue interest in such Property.
(b) All leasesExcept as would not reasonably be expected to have a Material Adverse Effect, easements, rights of way all oil and other gas leases and agreements necessary for the conduct of the business of the Borrower and the its Subsidiaries are valid and subsisting, in full force and effect, and and, other than as a result of the commencement of the Chapter 11 Cases, 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, leases the enforcement of which could has not been stayed.
(c) Except as would not reasonably be expected to have a Material Adverse Effect.
(c) The , the rights and Properties presently owned, leased or licensed by the Borrower and the its Subsidiaries including, without limitation, (including all easements and rights of way, ) include all rights and Properties necessary to permit the Borrower and the its Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)hereof.
(d) Except as would not reasonably be expected to have a Material Adverse Effect, all of the Properties of the Borrower and its Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards.
(e) The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as would not reasonably be expected to have a Material Adverse Effect.
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Sources: Debtor in Possession Credit Agreement (Approach Resources Inc)
Properties; Titles, Etc. (a) Each Subject to Immaterial Title Deficiencies, each of the Borrower and the Subsidiaries Obligors has good and valid defensible title to, valid leasehold interests in, or valid easements, rights of way or other property interests in to all of its real Sand Properties and personal Property except for defects that, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct good title to all of its business and (ii) could not reasonably be expected to have a Material Adverse Effect. All such Property is personal Sand Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03.
(b) Permitted Liens. All leases, easements, rights of way leases and other agreements necessary for the conduct of the business of the Borrower and the Subsidiaries Obligors 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 leases or leases, which could agreements that would reasonably be expected to have result in a Material Adverse Effect. 4918-8227-4946 v.17 94
(b) All of the Sand Mines are described on Schedule 9.1.16(b) attached hereto or have been disclosed in writing as “Sand Mines” to the Agent after the Closing Date, which shall be deemed to be a supplement to Schedule 9.1.16(b). The Obligors possess all of the real property interests necessary for the operation of the Sand Facilities currently operated by the Obligors, and all of the Sand Properties of the Obligors that are reasonably necessary for the operation of such Sand Facilities are in good working condition and are maintained in accordance with prudent business standards.
(c) The rights Each Obligor and Properties presently owned, leased or licensed by the Borrower and the its Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder).
(d) The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, tradenamestrade names, copyrights, patents and other intellectual Intellectual Property material to its businessbusiness (including geological data, geophysical data, engineering data, seismic data, maps and interpretations), and the use thereof by the Borrower such Obligor and such Subsidiary its Restricted Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect.
(d) Each Obligor and each of its Restricted Subsidiaries has good and defensible title in fee simple to, or valid leasehold interests in, or easements or other marketable property interests in, all Property necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Permitted Liens and except where the failure to have such title or other interest would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
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Sources: Loan, Security and Guaranty Agreement (Atlas Energy Solutions Inc.)
Properties; Titles, Etc. (a) Each of the Borrower and the Subsidiaries has good and valid defensible title to, valid leasehold interests in, or valid easements, rights of way or other property interests in to all of its material real Properties and personal Property except for defects that, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct good title to all of its business and (ii) could not reasonably be expected to have a Material Adverse Effect. All such Property is material personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03.
(b) All leases, easements, rights of way material leases and other agreements necessary for the conduct of the business of the Borrower and the 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 leases that could reasonably be expected to have a Material Adverse Effect.
(c) The rights and Properties presently owned, leased or licensed by the Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes to the business resulting from transactions permitted hereunder)hereof.
(d) Except as set forth in Schedule 7.17, all of the material Properties of the Borrower and the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards.
(e) The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in its line of business, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.
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Properties; Titles, Etc. (a) Each of the The Borrower and the Subsidiaries has good and valid defensible title toto a 75% undivided interest in and to the Medusa Spar and the Borrower's other Properties, valid leasehold interests in, or valid easements, rights of way or other property interests in all of its real and personal Property except for defects that, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct of its business and (ii) could not reasonably be expected to have a Material Adverse Effect. All such Property is free and clear of all Liens except Liens permitted by Section 9.039.02.
(b) Each of MEPC and CPOC has good and defensible title to the Dedicated Blocks owned by it evaluated in the most recently delivered reserve report hereunder, free and clear of all Liens except Excepted Liens and JOA Liens. After giving full effect to the Excepted Liens, each of MEPC and CPOC owns the net interests in production attributable to the Dedicated Blocks owned by it as reflected in the most recently delivered reserve report hereunder, and the ownership of the Dedicated Blocks shall not in any material respect obligate MEPC or CPOC to bear the costs and expenses relating to the maintenance, development and operations of the Dedicated Blocks in an amount in excess of the working interest of the Dedicated Blocks set forth in the most recently delivered reserve report hereunder that is not offset by a corresponding proportionate increase in MEPC's or CPOC's net revenue interest in the Dedicated Blocks.
(c) All leases, easements, rights of way material leases and other agreements necessary for the conduct of the business of the Borrower and the 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 could reasonably be expected to have a Material Adverse Effect.
(cd) The rights and Properties presently owned, leased or licensed by the Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries to conduct their its business in all material respects in the same manner as its business has been conducted prior to the date hereof (subject to any changes hereof, except to the business resulting from transactions permitted hereunder)extent the failure to maintain could reasonably be expected to have a Material Adverse Effect.
(de) All of the Properties of the Borrower which are reasonably necessary for the operation of its business are in good working condition and are maintained in accordance with prudent business standards.
(f) The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower either owns or has valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in its business as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for similarly situated companies engaged in the similar businesses, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.
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