Common use of Reserve Reports Clause in Contracts

Reserve Reports. The Company has made available to Parent true and correct copies of all written reports delivered to or received by the Company or its Subsidiaries on or before the date of this Agreement estimating the Company and its Subsidiaries’ oil and gas reserves, in each case prepared by any unaffiliated person (each, a “Company Report Preparer”) concerning the Oil and Gas Interests of the Company and its Subsidiaries, and which reports are set forth in Section 5.13 of the Company Disclosure Schedule (the “Company Reserve Reports”). The factual, non-interpretive data provided by the Company and its Subsidiaries to each Company Report Preparer in connection with the preparation of the Company Reserve Reports that was material to such Company Report Preparer’s estimates of the oil and gas reserves set forth in the Company Reserve Reports was, as of the time provided (or as modified or amended prior to the issuance of the Company Reserve Reports), accurate in all material respects. To the Knowledge of the Company, there are no material errors in the assumptions and estimates provided by the Company to any Company Report Preparer in connection with their preparation of any Company Reserve Reports prepared by such Company Report Preparer. The oil and gas reserve estimates of the Company set forth in the Company Reserve Reports are derived from reports that have been prepared by the Company Report Preparer as set forth therein, and such reserve estimates fairly reflect, in all material respects, the oil and gas reserves of the Company at the dates indicated therein and are in accordance with the rules promulgated by the SEC and applied on a consistent basis throughout the periods reflected therein. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no material change in respect of the matters addressed in the Company Reserve Reports.

Reserve Reports. The Company has delivered or otherwise made available to Parent Acquiror true and correct copies of all written reports delivered to requested or received commissioned by the Company or its Subsidiaries and delivered to Company or its Subsidiaries in writing on or before the date of this Agreement estimating the Company Company’s and its such Subsidiaries’ proved oil and gas reserves, in each case reserves prepared by any unaffiliated person (each, a “Company Report Preparer”) concerning the Oil and Gas Interests of the Company and its Subsidiariessuch Subsidiaries as of December 31, and which reports are set forth in Section 5.13 of the Company Disclosure Schedule 2013 (the “Company Reserve Reports”). The factual, non-interpretive data provided by the Company and its Subsidiaries to each Company Report Preparer in connection with the preparation of the Company Reserve Reports that was material to such Company Report Preparer’s estimates of the proved oil and gas reserves set forth in the Company Reserve Reports was, as of the time provided (or as modified or amended prior to the issuance of the Company Reserve Reports), ) accurate in all material respects. To the Knowledge of the Company, there are no material errors in the assumptions and estimates provided by the Company to any Company Report Preparer in connection with their preparation of any Company Reserve Reports prepared by such Company Report Preparer. The oil and gas reserve estimates of the Company set forth in the Company Reserve Reports are derived from reports that have been prepared by the Company Report Preparer petroleum consulting firm as set forth therein, and such reserve estimates fairly reflect, in all material respects, the oil and gas reserves of the Company at the dates indicated therein and are in accordance with the rules promulgated by the SEC and guidelines applicable thereto applied on a consistent basis throughout the periods reflected thereininvolved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no material change in respect of the matters addressed in the Company Reserve ReportsReports that would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company.

Reserve Reports. The Company has delivered or otherwise made available to Parent LinnCo true and correct copies of all written reports delivered to requested or received commissioned by the Company or its Subsidiaries and delivered to the Company or its Subsidiaries in writing on or before the date of this Agreement estimating the Company Company’s and its such Subsidiaries’ proved oil and gas reserves, in each case reserves prepared by any unaffiliated person (each, a “Company Report Preparer”) concerning the Oil and Gas Interests of the Company and its Subsidiariessuch Subsidiaries as of December 31, and which reports are set forth in Section 5.13 of the Company Disclosure Schedule 2012 (the “Company Reserve Reports”). The factual, non-interpretive data provided by the Company and its Subsidiaries to each Company Report Preparer in connection with the preparation of the Company Reserve Reports that was material to such Company Report Preparer’s estimates of the proved oil and gas reserves set forth in the Company Reserve Reports was, as of the time provided (or as modified or amended prior to the issuance of the Company Reserve Reports), ) accurate in all material respects. To the Knowledge of the Company, there are no material errors in the assumptions and estimates provided by the Company to any Company Report Preparer in connection with their preparation of any Company Reserve Reports prepared by such Company Report Preparer. The oil and gas reserve estimates of the Company set forth in the Company Reserve Reports are derived from reports that have been prepared by the Company Report Preparer petroleum consulting firm as set forth therein, and such reserve estimates fairly reflect, in all material respects, the oil and gas reserves of the Company at the dates indicated therein and are in accordance with the rules promulgated by the SEC and guidelines applicable thereto applied on a consistent basis throughout the periods reflected thereininvolved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no material change in respect of the matters addressed in the Company Reserve ReportsReports that would have, individually or in the aggregate, a Company Material Adverse Effect.

Reserve Reports. (a) The Company has delivered or otherwise made available to Parent true and correct copies of all written reports delivered to requested or received commissioned by the Company or its Subsidiaries and delivered to the Company or its Subsidiaries in writing on or before the date of this Agreement estimating the Company Company’s and its such Subsidiaries’ proved oil and gas reserves, in each case reserves prepared by any unaffiliated person (each, a “Company Report Preparer”) concerning the Oil and Gas Interests (as defined in Section 4.10(b)(i)) of the Company and its Subsidiariessuch Subsidiaries as of December 31, and which reports are set forth in Section 5.13 of the Company Disclosure Schedule 2010 (the “Company Reserve Reports”). The Except for any such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, the factual, non-interpretive interpretative data provided by the Company and its Subsidiaries to each Company Report Preparer in connection with the preparation of the Company Reserve Reports that was material to such Company Report Preparer’s estimates of the proved oil and gas reserves set forth in the Company Reserve Reports was, as of the time provided (or as modified or amended prior to the issuance of the Company Reserve Reports), accurate in all material respects. To accurate, and to the Knowledge of the Company, Company there are were no material errors in the assumptions and estimates provided by the Company and its Subsidiaries to any Company Report Preparer in connection with their preparation of any Company Reserve Reports prepared by such Company Report Preparer. The oil and gas reserve estimates of the Company set forth in the Company Reserve Reports are derived from reports that have been Reports. The Company’s internal proved reserve estimates prepared by management for the year ended December 31, 2010 were not, taken as a whole, materially lower that than the conclusions in such Company Report Preparer as set forth therein, and such reserve estimates fairly reflect, in all material respects, the oil and gas reserves of the Company at the dates indicated therein and are in accordance with the rules promulgated by the SEC and applied on a consistent basis throughout the periods reflected thereinReserve Reports. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no material change in respect of the matters addressed in the Company Reserve ReportsReports that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

Reserve Reports. The Company has delivered or otherwise made available to Parent true and correct copies of all written reports delivered to requested or received commissioned by the Company or its Subsidiaries and delivered to the Company or its Subsidiaries in writing on or before the date of this Agreement estimating the Company Company’s and its such Subsidiaries’ proved oil and gas reserves, in each case reserves prepared by any unaffiliated person (each, a “Company Report Preparer”) concerning (i) the Oil and Gas Interests of the Company and its Subsidiariessuch Subsidiaries as of December 31, and which reports are set forth in Section 5.13 of the Company Disclosure Schedule 2011 (the “Company Reserve Reports”), and (ii) the Oil and Gas Interests to be acquired by the Company pursuant to the BP Purchase Agreement and the Shell Purchase Agreement (the “GOM Reserve Reports”). The factual, non-interpretive data provided by the Company and its Subsidiaries to each Company Report Preparer in connection with the preparation of the Company Reserve Reports that was material to such Company Report Preparer’s estimates of the proved oil and gas reserves set forth in the Company Reserve Reports was, as of the time provided (or as modified or amended prior to the issuance of the Company Reserve Reports)) accurate, accurate in all material respects. To and to the Knowledge knowledge of the Company, Company there are were no material errors in the assumptions and estimates provided by the Company and its Subsidiaries to any Company Report Preparer in connection with their preparation of any Company Reserve Reports prepared by such Company Report Preparer. The oil and gas reserve estimates of the Company set forth in the Company Reserve Reports are derived from reports that have been prepared by the Company Report Preparer as set forth therein, and such reserve estimates fairly reflect, in all material respects, the oil and gas reserves of the Company at the dates indicated therein and are in accordance with the rules promulgated by the SEC and applied on a consistent basis throughout the periods reflected thereinReports. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no material change in respect of the matters addressed in the Company Reserve ReportsReports or the GOM Reserve Reports that, individually or in the aggregate, has had or would have a Company Material Adverse Effect.

Reserve Reports. The Company Parent has delivered or otherwise made available to Parent Company true and correct copies of all the written reports delivered to report requested or received commissioned by the Company Parent or its Subsidiaries and delivered to a Parent or its Subsidiaries in writing on or before the date of this Agreement estimating the Company Parent’s and its such Subsidiaries’ proved oil and gas reserves, in each case reserves prepared by any unaffiliated person (each, a “Company "Parent Report Preparer”") concerning the Oil and Gas Interests of the Company Parent and its Subsidiariessuch Subsidiaries as of December 31, and which reports are set forth in Section 5.13 of the Company Disclosure Schedule 2013 (the “Company "Parent Reserve Reports”"). The factual, non-interpretive data provided by the Company Parent and its Subsidiaries to each Company Parent Report Preparer in connection with the preparation of the Company Parent Reserve Reports that was material to such Company Parent Report Preparer’s estimates of the proved oil and gas reserves set forth in the Company Parent Reserve Reports was, as of the time provided (or as modified or amended prior to the issuance of the Company Parent Reserve Reports), ) accurate in all material respects. To the Knowledge of the Company, there are no material errors in the assumptions and estimates provided by the Company to any Company Report Preparer in connection with their preparation of any Company Reserve Reports prepared by such Company Report Preparer. The oil and gas reserve estimates of the Company set forth in the Company Parent Reserve Reports are derived from reports that have been prepared by the Company Report Preparer petroleum consulting firm as set forth therein, and such reserve estimates fairly reflect, in all material respects, the oil and gas reserves of the Company Parent and its Subsidiaries at the dates indicated therein and are in accordance with the rules promulgated by the SEC and guidelines applicable thereto applied on a consistent basis throughout the periods reflected thereininvolved. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no material change in respect of the matters addressed in Parent Reserve Reports that, individually or in the Company Reserve Reportsaggregate, has had or would have a Material Adverse Effect.

Reserve Reports. The Company has delivered or made available to Parent Buyer true and correct copies of all written reports delivered to (“Company Reserve Reports”) requested or received commissioned by the Company or its Subsidiaries on and delivered to the Company or before the date of this Agreement its Subsidiaries in writing estimating the Company Company’s and its Subsidiaries’ proved oil and gas reserves, in each case reserves prepared by any unaffiliated person Person (each“Report Preparers”), a “Company Report Preparer”) concerning the Oil and Gas Interests of including the Company and its SubsidiariesReserve Report prepared by Xxxxxx, and which reports are set forth in Section 5.13 of Xxxxxxxxx & Associates relating to the Company Disclosure Schedule (the “Company Reserve Reports”)interests referred to therein as of December 31, 2015. The factual, non-interpretive data provided supplied to each Report Preparer, by or on behalf of the Company and its Subsidiaries, that was material to such firm’s estimates of proved oil and gas reserves attributable to the oil and gas properties of the Company and its Subsidiaries to each Company Report Preparer in connection with the preparation of the Company Reserve Reports that was material to such Company Report Preparer’s estimates of the oil and gas reserves set forth in the Company Reserve Reports was, as of the time provided (or as modified or amended prior to the issuance of the applicable Company Reserve ReportsReport), accurate in all material respects. To accurate, and the Knowledge Company has no knowledge of the Company, there are no any material errors in the assumptions and estimates provided by the Company to any Company Report Preparer in connection with their preparation of any Company Reserve Reports prepared by such Company Report Preparer. The oil and gas reserve estimates of the Company set forth in the Company Reserve Reports are derived from reports that have been prepared by the Company and its Subsidiaries furnished to each Report Preparer as set forth therein, and such reserve estimates fairly reflect, in all material respects, the oil and gas reserves of the Company and its Subsidiaries at the dates indicated therein and are in accordance with the rules promulgated by the SEC and applied on a consistent basis throughout the periods reflected therein. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no material change in respect of the matters addressed in the Company Reserve ReportsReports that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Reserve Reports. The Company has delivered or made available to Parent true and correct copies of all written reports delivered to requested or received commissioned by the Company or its Subsidiaries on and delivered to the Company or before the date of this Agreement its Subsidiaries in writing estimating the Company Company’s and its Subsidiaries’ proved oil and gas reserves, in each case reserves prepared by any unaffiliated person Person, including those prepared by the engineering firms XxXxxxx Petroleum Consultants, Ltd. and Netherland, Xxxxxx & Associates, Inc. (each, a “Company Report Preparer”) ), concerning the Company Oil and Gas Interests Properties as of the Company and its SubsidiariesOctober 31, and which reports are set forth in Section 5.13 of the Company Disclosure Schedule 2011 (the “Company Reserve Reports”). The Except as, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect, taken as a whole, the factual, non-interpretive interpretative data provided by the Company and its Subsidiaries to each Company Report Preparer in connection with the preparation of the Company Reserve Reports that was material to such Company Report Preparer’s estimates of the oil and gas reserves set forth in the Company Reserve Reports was, as of the time provided (or as modified or amended prior to the issuance of the Company Reserve Reports), accurate in all material respects. To accurate, and the Knowledge Company has no knowledge of the Company, there are no any material errors in the assumptions and estimates provided by the Company to any Company Report Preparer in connection with their preparation of any the Company Reserve Reports prepared by such Company Report PreparerReports. The oil and gas Company’s internal proved reserve estimates of for the Company set forth year ended October 31, 2011, were not, taken as a whole, materially lower than the estimates contained in the Company Reserve Reports are derived from reports that have been prepared by the Company Report Preparer as set forth therein, and such reserve estimates fairly reflect, in all material respects, the oil and gas reserves of the Company at the dates indicated therein and are in accordance with the rules promulgated by the SEC and applied on a consistent basis throughout the periods reflected thereinReports. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no material change in respect of the matters addressed in the Company Reserve ReportsReports that has had or would, in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Reserve Reports. The Company has delivered or otherwise made available to Parent Mt. Exxxxx true and correct copies of all material written reports delivered to requested or received commissioned by the Company or its Subsidiaries any Subsidiary and delivered to the Company or any Subsidiary in writing on or before the date of this Agreement estimating the Company Company’s and its such Subsidiaries’ proved oil and gas reserves, in each case reserves prepared by any unaffiliated person (each, a “Company Report Preparer”) concerning the Oil oil and Gas Interests gas interests of the Company and its Subsidiariessuch Subsidiaries as of December 31, and which reports are set forth in Section 5.13 of the Company Disclosure Schedule 2019 (the “Company Reserve Reports”). The factual, non-interpretive data provided by the Company and its the Subsidiaries to each Company Report Preparer in connection with the preparation of the Company Reserve Reports that was material to such Company Report Preparer’s estimates of the proved oil and gas reserves set forth in the Company Reserve Reports was, to the Knowledge of the Company, as of the time provided (or as modified or amended prior to the issuance of the Company Reserve Reports)) accurate, accurate in all material respects. To and to the Knowledge of the Company, Company there are were no material errors in the assumptions and estimates provided by the Company and its Subsidiaries to any Company Report Preparer in connection with their preparation of any Company Reserve Reports prepared by such Company Report Preparer. The oil and gas reserve estimates of the Company set forth in the Company Reserve Reports are derived from reports that Reports. The Company’s internal proved reserve estimates prepared by management prior to the Closing, copies of which have been prepared by provided to Mt. Exxxxx were not, taken as a whole, materially lower than the conclusions in such Company Report Preparer as set forth therein, and such reserve estimates fairly reflect, in all material respects, the oil and gas reserves of the Company at the dates indicated therein and are in accordance with the rules promulgated by the SEC and applied on a consistent basis throughout the periods reflected thereinReserve Reports. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no material change in respect of the matters addressed in the Company Reserve ReportsReports that has resulted in and could reasonably be expected to result in a Material Adverse Effect.

Reserve Reports. The Company has delivered or otherwise made available to Parent Purchaser true and correct copies of all material written reports delivered to requested or received commissioned by the Company or its Subsidiaries any Subsidiary and delivered to the Company or any Subsidiary in writing on or before the date of this Agreement estimating the Company Company’s and its such Subsidiaries’ proved oil and gas reserves, in each case reserves prepared by any unaffiliated person (each, a “Company Report Preparer”) concerning the Oil oil and Gas Interests gas interests of the Company and its Subsidiariessuch Subsidiaries as of December 31, and which reports are set forth in Section 5.13 of the Company Disclosure Schedule 2014 (the “Company Reserve Reports”). The factual, non-interpretive data provided by the Company and its the Subsidiaries to each Company Report Preparer in connection with the preparation of the Company Reserve Reports that was material to such Company Report Preparer’s estimates of the proved oil and gas reserves set forth in the Company Reserve Reports was, to the Knowledge of the Company, as of the time provided (or as modified or amended prior to the issuance of the Company Reserve Reports)) accurate, accurate in all material respects. To and to the Knowledge of the Company, Company there are were no material errors in the assumptions and estimates provided by the Company and its Subsidiaries to any Company Report Preparer in connection with their preparation of any Company Reserve Reports prepared by such Company Report Preparer. The oil and gas reserve estimates of the Company set forth in the Company Reserve Reports are derived from reports that Reports. The Company’s internal proved reserve estimates prepared by management prior to the date of this Agreement and prior to the Closing, copies of which have been prepared by provided to Purchaser were not, taken as a whole, materially lower than the conclusions in such Company Report Preparer as set forth therein, and such reserve estimates fairly reflect, in all material respects, the oil and gas reserves of the Company at the dates indicated therein and are in accordance with the rules promulgated by the SEC and applied on a consistent basis throughout the periods reflected thereinReserve Reports. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no material change in respect of the matters addressed in the Company Reserve ReportsReports that has resulted in and could reasonably be expected to result in a Material Adverse Effect.

Reserve Reports. The Company has delivered or otherwise made available to Parent true and correct copies of all written reports delivered to or received by the Company or its Subsidiaries on or before any Company Subsidiary has as of the date of this Agreement hereof estimating the Company’s, the Post-Restructuring Company and its Subsidiaries’ and the Purchased Entities’ proved oil and gas reserves, in each case reserves prepared by any unaffiliated person Person (each, a “Company Report Preparer”) concerning the Oil and Gas Interests of the Company, the Post-Restructuring Company Subsidiaries and its Subsidiariesthe Purchased Entities as of December 31, 2009 (other than any reports related to any proved oil and which reports gas reserves of (i) a Purchased Entity that are set forth in Section 5.13 of not contemplated to be transferred, directly or indirectly, to the Company Disclosure Schedule or a Post-Restructuring Company Subsidiary in connection with the Restructuring Transactions or (ii) the Company or a Post-Restructuring Company Subsidiary that are contemplated to be transferred, directly or indirectly, to a Pipeline Subsidiary in connection with the Restructuring Transactions) (the “Company Reserve Reports”). The Except as individually or in the aggregate has not been or would not reasonably be expected to be material to the Company and the Post-Restructuring Company Subsidiaries after the consummation of the Restructuring Transactions, taken as a whole, the factual, non-interpretive interpretative data provided by the Company and its the Company Subsidiaries to each Company Report Preparer in connection with the preparation of the Company Reserve Reports that was material to such Company Report Preparer’s estimates of the oil and gas reserves set forth in the Company Reserve Reports was, as of the time provided (or as modified or amended prior to the issuance of the Company Reserve Reports), accurate in all material respects. To accurate, and to the Knowledge knowledge of the Company, Company there are were no material errors in the assumptions and estimates provided by the Company and the Company Subsidiaries to any Company Report Preparer in connection with their preparation of any Company Reserve Reports prepared by such Company Report Preparer. The oil and gas reserve estimates of the Company set forth in the Company Reserve Reports are derived from reports that have been prepared by the Company Report Preparer as set forth therein, and such reserve estimates fairly reflect, in all material respects, the oil and gas reserves of the Company at the dates indicated therein and are in accordance with the rules promulgated by the SEC and applied on a consistent basis throughout the periods reflected therein. Except for changes generally affecting the oil and gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no material change in respect of the matters addressed in the Company Reserve Reports.

Reserve Reports. The Company has delivered or otherwise made available to Parent true and correct copies of all written reports delivered to requested or received commissioned by the Company or its Subsidiaries and delivered to the Company or its Subsidiaries in writing on or before the date of this Agreement estimating the Company Company’s and its such Subsidiaries’ proved oil and natural gas reserves, in each case reserves prepared by any unaffiliated person (each, a “Company Report Preparer”) concerning the Oil and Natural Gas Interests of the Company and its Subsidiariessuch Subsidiaries as of June 30, and which reports are set forth in Section 5.13 of the Company Disclosure Schedule 2013 (the “Company Reserve Reports”). The Except for any matters that individually or in the aggregate have not had and would not reasonably be expected to have a Company Material Adverse Effect, the factual, non-interpretive data provided by the Company and its Subsidiaries to each Company Report Preparer in connection with the preparation of the Company Reserve Reports that was material to such Company Report Preparer’s estimates of the proved oil and natural gas reserves set forth in the Company Reserve Reports was, as of the time provided (or as modified or amended prior to the issuance of the Company Reserve Reports)) accurate, accurate in all material respects. To and to the Knowledge knowledge of the Company, Company there are were no material errors in the assumptions and estimates provided by the Company and its Subsidiaries to any Company Report Preparer in connection with their preparation of any Company Reserve Reports prepared by such Company Report Preparer. The oil and gas reserve estimates of the Company set forth in the Company Reserve Reports are derived from reports that have been prepared by the Company Report Preparer as set forth therein, and such reserve estimates fairly reflect, in all material respects, the oil and gas reserves of the Company at the dates indicated therein and are in accordance with the rules promulgated by the SEC and applied on a consistent basis throughout the periods reflected thereinReports. Except for changes generally affecting the oil and natural gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no material change in respect of the matters addressed in the Company Reserve ReportsReports that has had or would have, individually or in the aggregate, a Company Material Adverse Effect.