Common use of Reserve Reports Clause in Contracts

Reserve Reports. The information underlying the estimates of the reserves of the Company and its subsidiaries, which was supplied by the Company to Xxxxxx Xxxxxxxxx & Associates, Inc., ("Xxxxxx"), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the "Reserve Reports"), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company's ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxxx were prepared in good faith and with a reasonable basis; the information provided to Xxxxxx by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxxx was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the Company, there are not any facts or circumstances that would adversely affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Securities Act.

Appears in 2 contracts

Samples: Placement Agency Agreement (Magnum Hunter Resources Corp), Placement Agency Agreement (Magnum Hunter Resources Corp)

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Reserve Reports. The information underlying the estimates of the reserves of the Company and its subsidiariesCompany, which was supplied by the Company to Xxxxxx Xxxxxxxxx & Associates, Inc.Ryder Xxxxx Xxxxany LP, ("Xxxxxx"“Ryder Xxxxx”), independent xndependent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the "Reserve Reports"), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company's ’s ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxxx were Ryder Xxxxx xxxx prepared in good faith and with a reasonable basis; the information provided to Xxxxxx by the Ryder Xxxxx xx xhe Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxxx wasRyder Xxxxx xxx, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the Company, there are not any facts or circumstances that would adversely affect effect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Securities Act.

Appears in 2 contracts

Samples: Underwriting Agreement (Northern Oil & Gas, Inc.), Underwriting Agreement (Northern Oil & Gas, Inc.)

Reserve Reports. The information underlying the estimates of the reserves of the Company included in the Time of Sale Memorandum and its subsidiariesthe Offering Memorandum, and which was supplied by the Company to Xxxxxx Xxxxxxxxx & Associates, Inc., Xxxxx Xxxxx Company LP ("Xxxxxx"“Xxxxx Xxxxx”), independent petroleum engineers, for purposes of preparing the Company’s reserve reports incorporated by reference into the Registration Statement (the "Reserve Reports"), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company's ’s ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxxx Xxxxx Xxxxx were prepared in good faith and with a reasonable basis; the information provided to Xxxxxx Xxxxx Xxxxx by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxxx Xxxxx Xxxxx was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement Time of Sale Memorandum and incorporated by reference into the Registration StatementOffering Memorandum, to the knowledge of the Company, there are not any facts or circumstances that would adversely affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement Time of Sale Memorandum and incorporated by reference into the Registration Statement Offering Memorandum and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement Time of Sale Memorandum and incorporated by reference into the Registration Statement Offering Memorandum and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 Subpart 1200 of Regulation S-K under the Securities Act.

Appears in 1 contract

Samples: Purchase Agreement (Northern Oil & Gas, Inc.)

Reserve Reports. The information underlying the estimates of the reserves of the Company and its subsidiaries, which was supplied by the Company to Xxxxxx Xxxxxxxxx & Associates, Inc., RPS Energy ("XxxxxxRPS"), independent petroleum engineers, and Hxxx Engineering, PLLC ("Hxxx"), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the "Reserve Reports"), including, without limitation, production, production volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company's ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxxx RPS and Hxxx were prepared in good faith and with a reasonable basis; the information provided to Xxxxxx RPS and Hxxx by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxxx each of RPS and Hxxx was, as of the dates of the Reserve ReportsReports prepared by it, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the Company, there are not any facts or circumstances that would adversely affect effect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation Regulations S-K and S-X and Industry Guide 2 under the Securities Act.

Appears in 1 contract

Samples: Placement Agency Agreement (Fx Energy Inc)

Reserve Reports. The information underlying the estimates of the reserves of the Company and its subsidiaries, which was supplied by the Company to X.X. Xxx Xxxxxx Xxxxxxxxx & AssociatesCo. and Xxxxxxxx and XxxXxxxxxxx (collectively, Inc., (the "XxxxxxReserve Engineers"), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the "Reserve Reports"), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company's ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxxx the Reserve Engineers were prepared in good faith and with a reasonable basis; the information provided to Xxxxxx the Reserve Engineers by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxxx wasthe Reserve Engineers were, as of the dates of the Reserve Reports, and isare, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the Company, there are not any facts or circumstances that would adversely affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Statutory Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Statutory Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 Regulation S-K under the Securities Act. The estimates of such proved reserves and standardized measure as described in the Registration Statement and Prospectus and reflected in the reports referenced therein have been prepared in a manner that complies with the applicable requirements of the rules under the Securities Act with respect to such estimates.

Appears in 1 contract

Samples: Evolution Petroleum Corp

Reserve Reports. The information underlying the estimates of the reserves of the Company included in the Registration Statement, the Time of Sale Information and its subsidiariesthe Prospectus, and which was supplied by the Company to Xxxxxx Xxxxxxxxx & Associates, Inc., Xxxxx Xxxxx Company LP ("Xxxxxx"“Xxxxx Xxxxx”), independent petroleum engineers, for purposes of preparing the Company’s reserve reports incorporated by reference into the Registration Statement (the "Reserve Reports"), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company's ’s ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxxx Xxxxx Xxxxx were prepared in good faith and with a reasonable basis; the information provided to Xxxxxx Xxxxx Xxxxx by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxxx Xxxxx Xxxxx was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus, to the knowledge of the Company, there are not any facts or circumstances that would adversely affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Registration Statement, the Time of Sale Information and the Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Registration Statement, the Time of Sale Information and the Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 Subpart 1200 of Regulation S-K under the Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Northern Oil & Gas, Inc.)

Reserve Reports. The information underlying the estimates of the reserves of the Company and its subsidiaries, which was supplied by the Company to Xxxxxx Xxxxxxxxx & Associates, Inc., XxXxxxxx and XxxXxxxxxxx ("Xxxxxx"“XxXxxxxx”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the "Reserve Reports"), including, without limitation, production, production volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company's ’s ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxxx XxXxxxxx were prepared in good faith and with a reasonable basis; the information provided to Xxxxxx XxXxxxxx by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxxx XxXxxxxx was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the Company, there are not any facts or circumstances that would adversely affect effect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation Regulations S-K and S-X and Industry Guide 2 under the Securities Act.

Appears in 1 contract

Samples: Placement Agency Agreement (Transatlantic Petroleum Ltd.)

Reserve Reports. The information underlying the estimates of the reserves of the Company and its subsidiaries, which was supplied by the Company to Xxxxxx Xxxxxxxxx Lonquist & Associates, Inc.Co. LLC, ("XxxxxxLonquist"), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the "Reserve Reports"), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company's ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxxx Lonquist were prepared in good faith and with a reasonable basis; the information provided to Xxxxxx Lonquist by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxxx Lonquist was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the Company, there are not any facts or circumstances that would adversely affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Securities Act.

Appears in 1 contract

Samples: Placement Agency Agreement (Houston American Energy Corp)

Reserve Reports. The information underlying the estimates of the reserves of the Company and its subsidiaries, which was supplied by the Company to Netherland, Xxxxxx Xxxxxxxxx & Associates, Inc., ("Xxxxxx"“NSAI”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the "Reserve Reports"), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company's ’s ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxxx NSAI were prepared in good faith and with a reasonable basis; the information provided to Xxxxxx NSAI by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxxx NSAI was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the Company, there are not any facts or circumstances that would adversely affect effect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Securities Act.

Appears in 1 contract

Samples: Placement Agency Agreement (BPZ Resources, Inc.)

Reserve Reports. The information underlying the estimates of the reserves of the Company Parent and its subsidiaries, which was supplied by the Company Parent to Netherland, Xxxxxx Xxxxxxxxx & Associates, Inc., Inc. ("Xxxxxx"the “Reserve Engineer”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the "Reserve Reports"Report”), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company's Company and Parent’s ownership interests in properties, was true and correct in all material respects on the dates of such the Reserve ReportsReport; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxxx were the Reserve Engineer was prepared in good faith and with a reasonable basis; the information provided to Xxxxxx the Reserve Engineer by the Company or the Parent for purposes of preparing the Reserve Reports Report was prepared in accordance with customary industry practices; Xxxxxx the Reserve Engineer was, as of the dates date of the Reserve ReportsReport, and is, as of the date hereof, independent petroleum engineers with respect to the CompanyCompany and the Parent; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the CompanyCompany and the Parent, there are not any facts or circumstances that would adversely affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Statutory Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports Report such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Statutory Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Securities Act. The estimates of such proved reserves and standardized measure as described in the Registration Statement and Prospectus and reflected in the reports referenced therein have been prepared in a manner that complies with the applicable requirements of the rules under the Securities Act with respect to such estimates.

Appears in 1 contract

Samples: Underwriting Agreement (Gastar Exploration USA, Inc.)

Reserve Reports. The information underlying the estimates of the reserves of the Company and its subsidiaries, which was supplied by the Company to Netherland, Xxxxxx Xxxxxxxxx & Associates, Inc., ("Xxxxxx"“NSAI”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into included in the Registration Statement Company’s Form 10-K for the year ended December 31, 2008 (the "Reserve Reports"), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company's ’s ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxxx NSAI were prepared in good faith and with a reasonable basis; the information provided to Xxxxxx NSAI by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxxx NSAI was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into Company’s Form 10-K for the Registration Statementyear ended December 31, 2008, to the knowledge of the Company, there are not any facts or circumstances that would adversely affect effect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into Company’s Form 10-K for the Registration Statement year ended December 31, 2008 and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into Company’s Form 10-K for the Registration Statement year ended December 31, 2008 and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Securities Act.

Appears in 1 contract

Samples: Subscription Agreement (BPZ Resources, Inc.)

Reserve Reports. The information underlying the estimates of the reserves of the Company and its subsidiariesCompany, which was supplied by the Company to Xxxxxx Xxxxxxxxx & Associates, Inc., MHA Petroleum Consultants LLC ("Xxxxxx"“MHA”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into from which the information appearing in the Registration Statement Statement, Time of Sale Disclosure Package and Prospectus relating to the Company’s estimated quantities of oil and gas reserves as of December 31, 2013 and 2014 was derived (the "Reserve Reports"), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company's ’s ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxxx MHA were prepared in good faith and with a reasonable basis; the information provided to Xxxxxx MHA by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxxx MHA was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, Time of Sale Disclosure Package and Prospectus, to the knowledge of the Company, there are not any facts or circumstances that would adversely affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Registration Statement, Time of Sale Disclosure Package and Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Registration Statement, Time of Sale Disclosure Package and Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Securities Act.

Appears in 1 contract

Samples: EnerJex Resources, Inc.

Reserve Reports. The information underlying the estimates of the reserves of the Company and its subsidiaries, which was supplied by the Company to each of Xxxxxx Xxxxxxxxx & Associates, Inc., Inc. ("Xxxxxx"), XxXxxxxx and XxxXxxxxxxx ("D&M"), X.X. Xxx Xxxxxx & Co. ("Von Gonten") and Netherland, Xxxxxx and Associates, Inc. ("Netherland" and together with Xxxxxx, D&M and Von Gonten, the "Reserve Engineers"), each are independent petroleum engineers, for purposes of preparing the respective reserve reports incorporated by reference into the Registration Statement (the "Reserve Reports"), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company's ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxxx the Reserve Engineers were prepared in good faith and with a reasonable basis; the information provided to Xxxxxx each of the Reserve Engineers by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxxx each of the Reserve Engineers was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the Company, there are not any facts or circumstances that would adversely affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Statutory Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Statutory Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Magnum Hunter Resources Corp)

Reserve Reports. The information underlying the estimates of the reserves of the Company Parent and its subsidiaries, which was supplied by the Company Parent to Netherland, Xxxxxx Xxxxxxxxx & Associates, Inc.Inc. and Xxxxxx & Company, Inc. ("Xxxxxx"together, the “Reserve Engineers”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the "Reserve Reports"Report”), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company's ’s and the Parent’s ownership interests in properties, was true and correct in all material respects on the dates of such the Reserve ReportsReport; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxxx were the Reserve Engineers was prepared in good faith and with a reasonable basis; the information provided to Xxxxxx the Reserve Engineers by the Company or the Parent for purposes of preparing the Reserve Reports Report was prepared in accordance with customary industry practices; Xxxxxx wasthe Reserve Engineers were, as of the dates date of the Reserve ReportsReport, and isare, as of the date hereof, independent petroleum engineers with respect to the CompanyCompany and the Parent; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the CompanyCompany or the Parent, there are not any facts or circumstances that would adversely affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Statutory Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports Report such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Statutory Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Securities Act. The estimates of such proved reserves and standardized measure as described in the Registration Statement and Prospectus and reflected in the reports referenced therein have been prepared in a manner that complies with the applicable requirements of the rules under the Securities Act with respect to such estimates.

Appears in 1 contract

Samples: Underwriting Agreement (Gastar Exploration USA, Inc.)

Reserve Reports. The information underlying the estimates of the reserves of the Company and its subsidiaries, which was supplied by the Company to X.X. Xxx Xxxxxx Xxxxxxxxx & AssociatesCo. and Xxxxxxxx and XxxXxxxxxxx (collectively, Inc., ("Xxxxxx"the “Reserve Engineers”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the "Reserve Reports"), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company's ’s ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxxx the Reserve Engineers were prepared in good faith and with a reasonable basis; the information provided to Xxxxxx the Reserve Engineers by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxxx wasthe Reserve Engineers were, as of the dates of the Reserve Reports, and isare, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the Company, there are not any facts or circumstances that would adversely affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Statutory Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Statutory Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 Regulation S-K under the Securities Act. The estimates of such proved reserves and standardized measure as described in the Registration Statement and Prospectus and reflected in the reports referenced therein have been prepared in a manner that complies with the applicable requirements of the rules under the Securities Act with respect to such estimates.

Appears in 1 contract

Samples: Evolution Petroleum Corp

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Reserve Reports. The information underlying the estimates of the reserves of the Company and its subsidiariesSubsidiaries appearing in Exhibit 99.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, and also incorporated by reference into the Disclosure Package and the Prospectus, which was supplied by the Company to Netherland, Xxxxxx Xxxxxxxxx & Associates, Inc., ("Xxxxxx"“NSAI”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the "Reserve Reports"), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company's ’s ownership interests in propertiesproperties (collectively, the “Reserve Information”), was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxxx NSAI were prepared in good faith and with a reasonable basis; the information provided to Xxxxxx by the Company for purposes of preparing the Reserve Reports Information was prepared in accordance with customary industry practices; Xxxxxx NSAI was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, the Prospectus and the Disclosure Package, to the knowledge of the Company, there are not any facts or circumstances that would adversely affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Registration Statement, the Prospectus Supplement and incorporated by reference into the Registration Statement Disclosure Package and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Registration Statement, the Prospectus Supplement and incorporated by reference into the Registration Statement Disclosure Package and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 Subpart 1200 of Regulation S-K under the Securities ActAct as in effect as of the date reported.

Appears in 1 contract

Samples: Underwriting Agreement (BPZ Resources, Inc.)

Reserve Reports. The information underlying the estimates of the reserves of the Company and its subsidiaries, which was supplied by to the Company to Xxxxxx Xxxxxxxxx & Associatesby PeTech Enterprises, Inc., Inc. ("Xxxxxx"the “Reserve Engineer”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement and the Prospectus (the "Reserve Reports"), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, including production and costs of operations operation and development, estimates of future capital expenditures and working interest other future exploration and net revenue interest information relating to the Company's ownership interests in propertiesdevelopment costs, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures were made, and other future exploration such information was supplied and development costs supplied to Xxxxxx were prepared in good faith and faith, with a reasonable basis; the information provided to Xxxxxx by the Company for purposes of preparing the Reserve Reports was prepared basis and in accordance with customary industry practices; Xxxxxx other than normal production of the reserves, the impact of changes in prices and costs, and fluctuations in demand for oil and natural gas, and except as disclosed in or contemplated by each of the Registration Statement and the Prospectus, the Company is not aware of any facts or circumstances that would in the aggregate result in a material adverse change in the aggregate net proved reserves, or the aggregate present value or the standardized measure of the future net cash flows therefrom, as of the date of the Reserve Reports, as described in each of the Registration Statement and the Prospectus and as reflected in the Reserve Reports; and the estimates of such reserves and the standardized measure of such reserves as described in each of the Registration Statement and the Prospectus and reflected in the Reserve Reports referenced therein have been prepared in good faith and in a manner that complies with the applicable requirements of the rules under the Securities Act with respect to such estimates. The Reserve Engineer was, as of the respective dates of the Reserve ReportsReports prepared by it, and is, as of the date hereof, an independent petroleum engineers engineer with respect to the Company; other than any decrease in reserves resulting from normal production Company and its subsidiaries. Any certificate signed by an officer of the reserves Company and intervening spot market product price fluctuations delivered to the Agent or to counsel for the Agent pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Company, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statementapplicable, to the knowledge of the Company, there are not any facts or circumstances that would adversely affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such Agent as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Securities Actmatters set forth therein.

Appears in 1 contract

Samples: Sales Agreement (Torchlight Energy Resources Inc)

Reserve Reports. The Company’s reserve information contained in the Private Placement Memorandum is derived from reserve reports prepared by Rxxxx Xxxxx Company, L.P., independent reserve engineers and the reserve reports prepared by Txxx-Okida Limited, independent reserve engineers (the “Reserve Reports”). The factual information underlying the estimates of the reserves of the Company and its subsidiariesCompany, which was supplied by the Company to Xxxxxx Xxxxxxxxx & Associates, Inc., ("Xxxxxx"), independent petroleum engineers, the Reserve Engineers for purposes the purpose of preparing the reserve reports incorporated by reference into the Registration Statement (the "Reserve Reports"), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company's ’s ownership interests in properties, was true and correct in all material respects on the dates date of each such Reserve ReportsReport; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxxx the Reserve Engineers were prepared in good faith and with a reasonable basis; the information provided to Xxxxxx by the Company Reserve Engineers for purposes of preparing the Reserve Reports was were prepared in accordance with customary industry practices; Xxxxxx waseach of the Reserve Engineers were, as of the dates date of the any Reserve ReportsReport prepared by it, and isare, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product oil and gas price fluctuations or fluctuations, the Company is not as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the Companydate hereof and as of the date of closing will not be, there are not aware of any facts or circumstances that would adversely affect result in a materially adverse change in the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected described in the Reserve Reports such as to cause a material adverse changeReports; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports Report comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Securities Act.

Appears in 1 contract

Samples: Form of Purchase Agreement (Atp Oil & Gas Corp)

Reserve Reports. The information underlying the estimates of the reserves of the Company and its subsidiariesSubsidiaries appearing in Exhibit 99.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and also incorporated by reference into the Disclosure Package and the Prospectus, which was supplied by the Company to Xxxxxx Xxxxxxxxx Hxxxxxxxxx & AssociatesCo., Inc., Inc. ("Xxxxxx"), “Hxxxxxxxxx”) independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the "Reserve Reports"), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company's ’s ownership interests in propertiesproperties (collectively, the “Reserve Information”), was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxxx Hxxxxxxxxx were prepared in good faith and with a reasonable basis; the information provided to Xxxxxx by the Company for purposes of preparing the Reserve Reports Information was prepared in accordance with customary industry practices; Xxxxxx wasHxxxxxxxxx were, as of the dates of the Reserve Reports, and isare, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement Disclosure Package and incorporated by reference into the Registration StatementProspectus, to the knowledge of the Company, there are not any facts or circumstances that would adversely affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Disclosure Package and the Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause have a material adverse changeMaterial Adverse Effect; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Disclosure Package and the Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Securities ActAct as in effect as of the date reported.

Appears in 1 contract

Samples: Underwriting Agreement (Helix Energy Solutions Group Inc)

Reserve Reports. The information underlying the estimates of the reserves of the Company Parent and its subsidiaries, which was supplied by the Company Parent to Netherland, Xxxxxx Xxxxxxxxx & Associates, Inc., Inc. ("Xxxxxx"the “Reserve Engineer”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the "Reserve Reports"Report”), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company's Company and Parent’s ownership interests in properties, was true and correct in all material respects on the dates of such the Reserve ReportsReport; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxxx were the Reserve Engineer was prepared in good faith and with a reasonable basis; the information provided to Xxxxxx the Reserve Engineer by the Company or the Parent for purposes of preparing the Reserve Reports Report was prepared in accordance with customary industry practices; Xxxxxx the Reserve Engineer was, as of the dates date of the Reserve ReportsReport, and is, as of the date hereof, independent petroleum engineers with respect to the CompanyCompany and the Parent; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the CompanyCompany and the Parent, there are not any facts or circumstances that would adversely affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports Report such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Securities Act. The estimates of such proved reserves and standardized measure as described in the Registration Statement and Prospectus and reflected in the reports referenced therein have been prepared in a manner that complies with the applicable requirements of the rules under the Securities Act with respect to such estimates.

Appears in 1 contract

Samples: Sales Agreement (Gastar Exploration USA, Inc.)

Reserve Reports. The information underlying the estimates of the reserves of the Company and its subsidiaries, which was supplied by to the Company to Xxxxxx Xxxxxxxxx by Cxxxxx, Gxxxxxxxx & Associates, Inc., Inc. ("Xxxxxx"the “Reserve Engineer”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement and the Prospectus (the "Reserve Reports"), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, including production and costs of operations operation and development, estimates of future capital expenditures and working interest other future exploration and net revenue interest information relating to the Company's ownership interests in propertiesdevelopment costs, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures were made, and other future exploration such information was supplied and development costs supplied to Xxxxxx were prepared in good faith and faith, with a reasonable basis; the information provided to Xxxxxx by the Company for purposes of preparing the Reserve Reports was prepared basis and in accordance with customary industry practices; Xxxxxx other than normal production of the reserves, the impact of changes in prices and costs, and fluctuations in demand for oil and natural gas, and except as disclosed in or contemplated by each of the Registration Statement and the Prospectus, the Company is not aware of any facts or circumstances that would in the aggregate result in a material adverse change in the aggregate net proved reserves, or the aggregate present value or the standardized measure of the future net cash flows therefrom, as of the date of the Reserve Reports, as described in each of the Registration Statement and the Prospectus and as reflected in the Reserve Reports; and the estimates of such reserves and the standardized measure of such reserves as described in each of the Registration Statement and the Prospectus and reflected in the Reserve Reports referenced therein have been prepared in good faith and in a manner that complies with the applicable requirements of the rules under the Securities Act with respect to such estimates. The Reserve Engineer was, as of the respective dates of the Reserve ReportsReports prepared by it, and is, as of the date hereof, an independent petroleum engineers engineer with respect to the Company; other than any decrease in reserves resulting from normal production Company and its subsidiaries. Any certificate signed by an officer of the reserves Company and intervening spot market product price fluctuations delivered to the Agent or to counsel for the Agent pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Company, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statementapplicable, to the knowledge of the Company, there are not any facts or circumstances that would adversely affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such Agent as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Securities Actmatters set forth therein.

Appears in 1 contract

Samples: Sales Agreement (Pedevco Corp)

Reserve Reports. The information underlying the estimates of the reserves of the Company included in the Time of Sale Memorandum and its subsidiariesthe Offering Memorandum, and which was supplied by the Company to Xxxxxx Xxxxxxxxx & Associates, Inc.Xxxxx Xxxxx Company LP, ("Xxxxxx"“Xxxxx Xxxxx”), independent petroleum engineers, for purposes of preparing the Company’s reserve reports incorporated by reference into the Registration Statement (the "Reserve Reports"), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company's ’s ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxxx Xxxxx Xxxxx were prepared in good faith and with a reasonable basis; the information provided to Xxxxxx Xxxxx Xxxxx by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxxx Xxxxx Xxxxx was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement Time of Sale Memorandum and incorporated by reference into the Registration StatementOffering Memorandum, to the knowledge of the Company, there are not any facts or circumstances that would adversely affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Prospectus Supplement Time of Sale Memorandum and incorporated by reference into the Registration Statement Offering Memorandum and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Prospectus Supplement Time of Sale Memorandum and incorporated by reference into the Registration Statement Offering Memorandum and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 Subpart 1200 of Regulation S-K under the Securities Act.

Appears in 1 contract

Samples: Purchase Agreement (Northern Oil & Gas, Inc.)

Reserve Reports. The information underlying the estimates of the reserves of the Company and its subsidiaries, which was supplied by the Company to Xxxxxx Xxxxxxxxx & Associates, Inc., Inc. ("Xxxxxx"), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into the Registration Statement (the "Reserve Reports"), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company's ’s ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxxx were prepared in good faith and with a reasonable basis; the information provided to Xxxxxx by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxxx was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, to the knowledge of the Company, there are not any facts or circumstances that would adversely affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Statutory Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Statutory Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Magnum Hunter Resources Corp)

Reserve Reports. The information underlying the estimates of the reserves of the Company and its subsidiariesCompany, which was supplied by the Company to Xxxxxx Xxxxxxxxx & Associates, Inc., MHA Petroleum Consultants LLC ("Xxxxxx"“MHA”), independent petroleum engineers, for purposes of preparing the reserve reports incorporated by reference into from which the information appearing in the Registration Statement Statement, Time of Sale Disclosure Package and Prospectus relating to the Company’s estimated quantities of oil and gas reserves as of December 31, 2012 and 2013 was derived (the "Reserve Reports"), including, without limitation, production, volumes, sales prices for production, contractual pricing provisions under oil or gas sales or marketing contracts under hedging arrangements, costs of operations and development, and working interest and net revenue interest information relating to the Company's ’s ownership interests in properties, was true and correct in all material respects on the dates of such Reserve Reports; the estimates of future capital expenditures and other future exploration and development costs supplied to Xxxxxx MHA were prepared in good faith and with a reasonable basis; the information provided to Xxxxxx MHA by the Company for purposes of preparing the Reserve Reports was prepared in accordance with customary industry practices; Xxxxxx MHA was, as of the dates of the Reserve Reports, and is, as of the date hereof, independent petroleum engineers with respect to the Company; other than any decrease in reserves resulting from normal production of the reserves and intervening spot market product price fluctuations or as disclosed in the Preliminary Prospectus Supplement and incorporated by reference into the Registration Statement, Time of Sale Disclosure Package and Prospectus, to the knowledge of the Company, there are not any facts or circumstances that would adversely affect the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as disclosed in the Preliminary Registration Statement, Time of Sale Disclosure Package and Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports such as to cause a material adverse change; estimates of such reserves and the present value of the future net cash flows therefrom as disclosed in the Preliminary Registration Statement, Time of Sale Disclosure Package and Prospectus Supplement and incorporated by reference into the Registration Statement and reflected in the Reserve Reports comply in all material respects to the applicable requirements of Regulation S-X and Industry Guide 2 under the Securities Act.

Appears in 1 contract

Samples: EnerJex Resources, Inc.

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