Common use of Properties; Titles, Etc Clause in Contracts

Properties; Titles, Etc. (a) The Company and the Subsidiary Guarantor have good and defensible title to the Proved Oil and Gas Properties evaluated in the most recently prepared reserve report and good title to all their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.24 of the Indenture. On the date hereof all of the Proved Oil and Gas Properties of the Company and the Subsidiary Guarantor are Mortgaged Properties. After giving full effect to any Permitted Liens, the Company and the Subsidiary Guarantor own the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently prepared reserve report, and the ownership of such Properties shall not in any material respect obligate the Company or any Subsidiary Guarantor 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 prepared reserve report that is not offset by a corresponding proportionate increase in the Company’s or such Subsidiary Guarantor’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Company and the Subsidiary Guarantor 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 Company and the Subsidiary Guarantor including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Company and the Subsidiary Guarantor to conduct their businesses in all material respects in the same manner as its business has been conducted prior to the date hereof. (d) All of the Properties of the Company and the Subsidiary Guarantor 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 Company and the Subsidiary Guarantor own, or are licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to their businesses, and the use thereof by the Company or such Subsidiary Guarantor 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 Company and the Subsidiary Guarantor 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 its 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.

Properties; Titles, Etc. (a) The Company Subject to Immaterial Title Deficiencies, each of the Parent and the Subsidiary Guarantor have Restricted Subsidiaries has good and defensible title to the Proved Oil and Gas Properties evaluated in the most recently prepared reserve report delivered Reserve Report and good title to all their its material personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.24 of the Indenture. On the date hereof all of the Proved Oil and Gas Properties of the Company and the Subsidiary Guarantor are Mortgaged Properties9.03. After giving full effect to any Permitted Liensthe Excepted Liens (including Immaterial Title Deficiencies), the Company and Parent or the Restricted Subsidiary Guarantor own specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently prepared reserve reportdelivered Reserve Report, and the ownership of such Properties shall does not in any material respect obligate the Company Parent or any such Restricted Subsidiary Guarantor 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 prepared reserve report delivered Reserve Report that is not offset by a corresponding proportionate increase in the CompanyParent’s or such Subsidiary GuarantorRestricted Subsidiary’s net revenue interest in such PropertyProperty or in the revenues therefrom. (b) All material leases and agreements necessary for the conduct of the business of the Company Parent and the Subsidiary Guarantor 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 reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Company Parent and the Subsidiary Guarantor its Restricted Subsidiaries including, without limitation, all easements and rights of wayway and the benefits under the Services Agreement, include all rights and Properties necessary to permit the Company Parent and the Subsidiary Guarantor its Restricted Subsidiaries to conduct their businesses business in all material respects in the same manner as its business has been conducted prior to the date hereof. (d) All of the Properties of the Company Parent and the Subsidiary Guarantor 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 Company Parent and the each Restricted Subsidiary Guarantor ownowns, or are is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to their businessesits business (including, without limitation, all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information material to its business), and the use thereof by the Company or Parent and such Restricted Subsidiary Guarantor 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 Company and the Subsidiary Guarantor 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 its 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.

Properties; Titles, Etc. After giving effect to the Confirmation Order and the Plan of Reorganization: (a) The Company Each of the Borrower and the Subsidiary Guarantor have Restricted Subsidiaries has good and defensible title to the Proved Oil and Gas Properties evaluated in the most recently prepared reserve report delivered Reserve Report and good title to all their its other personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.24 of the Indenture. On the date hereof all of the Proved Oil and Gas Properties of the Company and the Subsidiary Guarantor are Mortgaged Properties9.03. After giving full effect to any Permitted the Excepted Liens, the Company and Borrower or the Restricted Subsidiary Guarantor own specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently prepared reserve reportdelivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Company Borrower or any such Restricted Subsidiary Guarantor 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 prepared reserve report delivered Reserve Report that is not offset by a corresponding proportionate increase in the CompanyBorrower’s or such Subsidiary GuarantorRestricted Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Company Borrower and the Subsidiary Guarantor 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 reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Company Borrower and the Subsidiary Guarantor Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Company Borrower and the Subsidiary Guarantor Restricted Subsidiaries to conduct their businesses business in all material respects in the same manner as its business has been conducted prior to the date hereof. (d) All of the Properties of the Company Borrower and the Subsidiary Guarantor 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, except for any such failure to maintain such Properties, individually or in the aggregate, that could not reasonably be expected to result in a Material Adverse Effect. (e) The Company Borrower and the each Restricted Subsidiary Guarantor ownowns, or are is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to their businessesits business, and the use thereof by the Company or Borrower and such Restricted Subsidiary Guarantor 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 Company Borrower and the Subsidiary Guarantor 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 its 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.

Properties; Titles, Etc. (a) The Company Each of the Borrower and the Subsidiary Guarantor have Restricted Subsidiaries has good and defensible title (subject to Immaterial Title Deficiencies) to the Proved Oil and Gas Properties evaluated in the most recently prepared reserve report delivered Reserve Report and good title in all material respects to all their its personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.24 of the Indenture. On the date hereof all of the Proved Oil and Gas Properties of the Company and the Subsidiary Guarantor are Mortgaged Properties9.03. After giving full effect to any Permitted the Excepted Liens, the Company and Borrower or the Restricted Subsidiary Guarantor own specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently prepared reserve reportdelivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Company Borrower or any such Restricted Subsidiary Guarantor 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 prepared reserve report delivered Reserve Report that is not offset by a corresponding proportionate increase in the CompanyBorrower’s or such Subsidiary GuarantorRestricted Subsidiary’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Company Borrower and the Subsidiary Guarantor 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 reasonably be expected to have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Company Borrower and the Subsidiary Guarantor its Restricted Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Company Borrower and the Subsidiary Guarantor its Restricted Subsidiaries to conduct their businesses business in all material respects in the same manner as its business has been conducted prior to the date hereof. (d) All of the material Properties of the Company Borrower and the Subsidiary Guarantor 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 Company Borrower and the each Restricted Subsidiary Guarantor ownowns, or are is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to their businessesits business, and the use thereof by the Company or Borrower and such Restricted Subsidiary Guarantor 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 Company Borrower and the Subsidiary Guarantor 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 its 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.

Properties; Titles, Etc. (a) The Company and the Subsidiary Guarantor have good and defensible title to the Proved Oil and Gas Properties evaluated in the most recently prepared reserve report and good title to all their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.24 of the Indenture. On Subject to Section 14.03(b) of the Indenture, on the date hereof all of the Proved Oil and Gas Properties of the Company and the Subsidiary Guarantor are Mortgaged Properties. After giving full effect to any Permitted Liens, the Company and the Subsidiary Guarantor own the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently prepared reserve report, and the ownership of such Properties shall not in any material respect obligate the Company or any Subsidiary Guarantor 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 prepared reserve report that is not offset by a corresponding proportionate increase in the Company’s or such Subsidiary Guarantor’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Company and the Subsidiary Guarantor 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 Company and the Subsidiary Guarantor including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Company and the Subsidiary Guarantor to conduct their businesses in all material respects in the same manner as its business has been conducted prior to the date hereof. (d) All of the Properties of the Company and the Subsidiary Guarantor 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 Company and the Subsidiary Guarantor own, or are licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to their businesses, and the use thereof by the Company or such Subsidiary Guarantor 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 Company and the Subsidiary Guarantor 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 its 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.

Properties; Titles, Etc. (ai) The Company and Subject to Immaterial Title Deficiencies, such Participating Partnership specified as an owner of Hydrocarbon Interests in the Subsidiary Guarantor have most recently delivered Reserve Report had, as of the date evaluated in such Reserve Report, direct, good and defensible title as such owner of a fee or leasehold interest to the Proved Oil and Gas Properties evaluated in such Reserve Report free and clear of Liens except Excepted Liens and Liens securing the most recently prepared reserve report and Participating Partnership Obligations of such Participating Partnership. Such Participating Partnership has good title to all their personal PropertiesProperties owned, in each caseor purported to be owned, by it free and clear of all Liens except Liens permitted by Section 7.24 of the Indenture. On the date hereof all of the Proved Oil and Gas Properties of the Company and the Subsidiary Guarantor are Mortgaged Properties7.2. After giving full effect to any Permitted the Excepted Liens, such Participating Partnership specified as an owner of Hydrocarbon Interests in the Company and most recently delivered Reserve Report owned, as of the Subsidiary Guarantor own date evaluated in such Reserve Report, the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently prepared reserve reportsuch Reserve Report, and the ownership (whether in fee or by leasehold) of such Properties shall not in any material respect obligate the Company or any Subsidiary Guarantor such Participating Partnership 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 prepared reserve report such Reserve Report that is not offset by a corresponding proportionate increase in the Company’s or such Subsidiary GuarantorParticipating Partnership’s net revenue interest in such PropertyProperty other than as reflected in such Reserve Report. All information contained in the most recently delivered Reserve Report with respect to such Participating Partnership is true and correct in all material respects as of the date to which such Reserve Report relates. (bii) All material leases and agreements necessary for the conduct of the business of the Company and the Subsidiary Guarantor such Participating Partnership 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. (ciii) The rights and Properties presently owned, leased or licensed by the Company and the Subsidiary Guarantor such Participating Partnership including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Company and the Subsidiary Guarantor such Participating Partnership to conduct their businesses its business in all material respects in the same manner as its business has been conducted prior to the date hereof. (div) All of the Properties of the Company and the Subsidiary Guarantor such Participating Partnership which are reasonably necessary for the material operation of their businesses its business are in good working condition and are maintained in accordance with prudent business standards. (e) The Company and the Subsidiary Guarantor own, . Such Participating Partnership owns or are licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to their businesses, and the use thereof by the Company or such Subsidiary Guarantor 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 Company and the Subsidiary Guarantor either own or have 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 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.

Properties; Titles, Etc. (a) The Company and Except as disclosed in Schedule 7.17, the Subsidiary Guarantor Loan Parties have good and defensible title in all material respects to the Proved proved Oil and Gas Properties evaluated in the most recently prepared reserve report 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 Section 8.12) and good title in all material respects to all their personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 7.24 of the Indenture. On the date hereof all of the Proved Oil and Gas Properties of the Company and the Subsidiary Guarantor are Mortgaged Properties8.03. After giving full effect to any Permitted the Excepted Liens, each Loan Party specified as the Company and the Subsidiary Guarantor own owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently prepared reserve reportdelivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Company or any Subsidiary Guarantor 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 prepared reserve report delivered Reserve Report that is not offset by a corresponding proportionate increase in the Company’s or such Subsidiary GuarantorLoan Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of the Company and the Subsidiary Guarantor each Loan Party 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 result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by the Company and the Subsidiary Guarantor each Loan Party including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Company and the Subsidiary Guarantor each Loan Party to conduct their businesses business in all material respects in the same manner as its business has been conducted prior to the date hereof. (d) All of the material Properties of the Company and the Subsidiary Guarantor each Loan Party 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 Company and the Subsidiary Guarantor own. Resolute Aneth, or are licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to their businesses, and the use thereof by the Company or such Subsidiary Guarantor 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 Company and the Subsidiary Guarantor 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 its 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.LLC Amended & Restated Credit Agreement