Common use of Properties; Titles, Etc Clause in Contracts

Properties; Titles, Etc. (a) Except as disclosed in Schedule 7.17, the Loan Parties have good and defensible title in all material respects to the proved Oil and Gas Properties evaluated 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 Section 9.12) 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 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 any 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 the Loan Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of 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 result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by each Loan Party including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit each Loan Party to conduct its business in all material respects in the same manner as such business has been conducted prior to the date hereof. (d) All of the material Properties of 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) 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 each 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 Resolute Energy Corporation Second Amended & Restated Credit Agreement a Material Adverse Effect. Each Loan Party 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 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) Except as disclosed in Schedule 7.177.16, the Loan Parties have good and defensible title in all material respects to the proved Oil and Gas Properties evaluated 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 Section 9.12) 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 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 any 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 the Loan Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of 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 result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by each Loan Party including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit each Loan Party to conduct its business in all material respects in the same manner as such business has been conducted prior to the date hereof. (d) All of the material Properties of 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) 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 each 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 Resolute Energy Corporation Second Amended & Restated Credit Agreement a Material Adverse Effect. Each Loan Party 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 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) Except as disclosed in Schedule 7.17, The Company and the Loan Parties Subsidiary have good and defensible title in all material respects to the proved Proved Oil and Gas Properties evaluated 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 Section 9.12) prepared reserve report and good title in all material respects to all their personal Properties, in each case, free and clear of all Liens except for Permitted Liens permitted by Section 9.03(as defined in the Credit Agreement). After giving full effect to any Permitted Liens (as defined in the Excepted LiensCredit Agreement), each Loan Party specified as the owner owns Company and the Subsidiary own the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Reportprepared reserve report, and the ownership of such Properties shall not in any material respect obligate the Company or any Loan Party 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 prepared reserve report that is not offset by a corresponding proportionate increase in the Loan PartyCompany’s or such Subsidiary’s net revenue interest in such Property. , (b) All all material leases and agreements necessary for the conduct of the business of each Loan Party the Company and the Subsidiary 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 which, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect. , (c) The the rights and Properties presently owned, leased or licensed by each Loan Party the Company and the Subsidiary including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit each Loan Party the Company and the Subsidiary to conduct its business their businesses in all material respects in the same manner as such its business has been conducted prior to the date hereof. , (d) All all of the material Properties of each Loan Party the Company and the Subsidiary 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) Each Loan Party ownsthe Company and the Subsidiary own, or is are licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its businesstheir businesses, and the use thereof by each Loan Party the Company or 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 Resolute Energy Corporation Second Amended & Restated Credit Agreement a Material Adverse Effect. Each Loan Party The Company and the Subsidiary either owns own or has 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 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 HydrocarbonsHydrocarbon Interests, with such exceptions as as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Properties; Titles, Etc. (a) Except as disclosed in Schedule 7.17, Each of the Loan Credit Parties have has good and defensible title in all material respects to the proved their respective Oil and Gas Properties evaluated 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 other than those disposed of in compliance with Section 9.129.11) and good title in all material respects to all their its material personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03Permitted Liens. After giving full effect to the Excepted Liens, each Loan Party specified as the owner owns The Credit Parties own 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 Loan Party the Credit Parties 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 Loan Party’s Credit Parties’ net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of each Loan Party the 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 result in have a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by each Loan Party the Credit Parties including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit each Loan Party the Credit Parties to conduct its their business in all material respects in the same manner as such their business has been conducted prior to the date hereof. (d) All of the material Oil and Gas Properties of the Credit Parties and all other material Property of the Credit Parties, in each Loan Party case, which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standardsstandards by companies engaged in the same or similar businesses operating in the same or similar location. (e) Each Loan Credit Party owns, or is licensed to use, all trademarks, tradenamestrade names, copyrights, patents and other intellectual Property material to its business, and the use thereof by each Loan Party the Credit Parties 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 Resolute Energy Corporation Second Amended & Restated Credit Agreement a Material Adverse Effect. Each Loan Party In all material respects, the Credit Parties either owns own or has 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.

Properties; Titles, Etc. (a) Except as disclosed in Schedule 7.17, Each of the Loan Parties have has good and defensible title in to all the material respects to the proved Oil and Gas Properties evaluated 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 Section 9.12) and good title in all material respects to all their its material personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 9.03for Permitted Liens. After giving full effect to the Excepted Liens, each the Loan Party Parties 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 any 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 the such Loan Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of each the Loan Party 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 result in have a Material Adverse EffectEffect (except to the extent such Material Adverse Effect results from the commencement of the Bankruptcy Cases). (c) The rights and Properties presently owned, leased or licensed by each the Loan Party Parties, including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit each the Loan Party Parties to conduct its their business in all material respects in the same manner as such their business has have been conducted prior to the date hereof. (d) All of the material Properties of each the Loan Party 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) 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 each such 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 Resolute Energy Corporation Second Amended & Restated Credit Agreement a Material Adverse Effect. Each The Loan Party Parties either owns own or has 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.

Properties; Titles, Etc. (a) Except as disclosed in Schedule 7.17, the Loan Parties have good and defensible title in all material respects to the proved Oil and Gas Properties evaluated 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 Section 9.12) 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 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 any 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 the Loan Party’s net revenue interest in such Property. (b) All material leases and agreements necessary for the conduct of the business of 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 result in a Material Adverse Effect. (c) The rights and Properties presently owned, leased or licensed by each Loan Party including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit each Loan Party to conduct its business in all material respects in the same manner as such business has been conducted prior to the date hereof. (d) All of the material Properties of 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) 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 each 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 Resolute Energy Corporation Second Amended & Restated Credit Agreement a Material Adverse Effect. Each Loan Party 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 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.