{"component": "clause", "props": {"groups": [{"size": 209, "samples": [{"hash": "i2C0p4zwgiM", "uri": "/contracts/i2C0p4zwgiM#reserve-reports", "label": "Loan and Security Agreement (PRESIDIO PRODUCTION Co)", "score": 37.514715948, "published": true}], "snippet": "(i) (A) On or before March 1 of each year (or the next Business Day thereafter if such day is not a Business Day), commencing March 1, 2027, a Reserve Report prepared by an Independent Engineer as of the immediately preceding December 31 and on or before September 1 of each year (or the next Business Day thereafter if such day is not a Business Day), commencing September 1, 2026, an Internal Report as of the immediately preceding June 30, (B) upon acquisition of any Additional Assets, within thirty (30) days (or such longer period agreed to by the Administrative Agent in its sole discretion) following written request therefor by Administrative Agent, a single Reserve Report generated by Borrower from its internal reserve assessment of the Oil and Gas Properties of the Loan Parties, at Borrower\u2019s sole cost and expense, as of the first day of the month during which Borrower receives such request and certified by a Responsible Officer of Borrower (an \u201cInternal Report\u201d), (C) within forty-five (45) days following written request therefor by Administrative Agent, a Reserve Report prepared by an Independent Engineer at Administrative Agent\u2019s sole cost and expense as of the first day of the month during which \u2587\u2587\u2587\u2587\u2587\u2587\u2587\u2587 receives such request (an \u201cInterim Report\u201d); provided, however, that (I) Administrative Agent may request, at the Administrative Agent\u2019s sole cost and expense, additional updated Reserve Reports during any such period and (II) with respect to any Interim Report, if the Independent Engineer at any time indicates that it will not be able to deliver such Interim Report within forty-five (45) days of such request, the Administrative Agent may either (x) on behalf of the Borrower and at the Administrative Agent\u2019s sole cost and expense, engage a different Independent Engineer to deliver such Interim Report; provided, further, that if an Independent Engineer does not deliver an Interim Report within the forty-five (45) day period required under this Section 6.1(k)(i)(C), no Default be deemed to have occurred so long as Borrower is promptly furnishing information reasonably requested by such Independent Engineer or the Administrative Agent in connection therewith or (y) require that such Interim Report be an Internal Report and (D) concurrently with the delivery of the financial statements for the fiscal quarters ending March 31 and September 30 of each year pursuant to Section 6.1(a)(i), a \u201croll-forward\u201d Reserve Report prepared as of the immediately preceding March 31 or September 30 of each year and as a bring-down and update to the most recently delivered pursuant to clauses (A) through (C) (using commodity strip prices based on prevailing forward curves and basis differentials provided by the Administrative Agent which are consistent with forward curves and basis differentials used by the Administrative Agent in its lending and/or commodity derivative activities; provided, that the Administrative Agent shall give deference to NYMEX Pricing (to the extent that NYMEX Pricing provides an applicable substantive equivalent thereto) with respect to crude oil and natural gas as of any date of determination), as applicable, generated by the Borrower and certified by a Responsible Officer of the Borrower, together with such additional information requested by the Administrative Agent related to any updates to such Reserve Report; provided, further, that after the occurrence and during the continuance of a Default or Event of Default, Administrative Agent may, from time to time, request such Reserve Reports at the sole cost and expense of \u2587\u2587\u2587\u2587\u2587\u2587\u2587\u2587, in each case together with an accompanying report on, since the date of the last Reserve Report previously delivered hereunder, Oil and Gas Property sales, Oil and Gas Property purchases and changes in categories concerning the Oil and Gas Properties which have attributable to them proved reserves and containing information and analysis with respect to the proved reserves of the Loan Parties as of the date of such report and the PDP-10; and\n(ii) With the delivery of each Reserve Report, a certificate from a Responsible Officer of Borrower certifying that in all material respects: (A) with respect to an Internal Report and, to the knowledge of Borrower with respect to a Reserve Report delivered by an Independent Engineer, the information (other than projections or estimates) contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, and, in the case of the Internal Report, such report has been prepared in all material respects in accordance with procedures customarily used in the Reserve Report prepared by an Independent Engineer, (B) the Loan Parties own Defensible Title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Permitted Liens, (C) except as otherwise specifically prescribed herein and, with respect to any Oil and Gas Properties not operated by a Loan Party, to the knowledge of the Borrower, on a net basis there are no Material Gas Imbalances, take or pay or other prepayments with respect to its interests in the Oil and Gas Properties evaluated in such Reserve Report which would require any Loan Party to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (D) a list of all Persons purchasing Hydrocarbons from the Loan Parties, and none of their Oil and Gas Properties reflected on the most recently delivered Reserve Report have been sold, transferred or otherwise disposed of except as disclosed to Administrative Agent in writing, (E) in the case of an Internal Report, and, to the knowledge of Borrower with respect to a Reserve Report delivered by an Independent Engineer, the projections and estimates contained in the Reserve Report are made in good faith and based on reasonable assumptions, (F) attached to the certificate is an update to Schedule 5.29, and a WI/NRI Schedule, subject to adjustments pursuant to the definition of \u201cDefensible Title\u201d, and (G) any other information as to the operations of the Loan Parties as reasonably requested by Administrative Agent and such additional data and information concerning pricing, quantities, volume of production and production imbalances from or attributable to the Oil and Gas Properties with respect thereto as Administrative Agent may reasonably request.", "snippet_links": 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"no-material", "type": "clause", "offset": [5099, 5110]}, {"key": "gas-imbalances", "type": "definition", "offset": [5111, 5125]}, {"key": "pay-or-other-prepayments", "type": "clause", "offset": [5135, 5159]}, {"key": "any-loan", "type": "clause", "offset": [5273, 5281]}, {"key": "full-payment", "type": "definition", "offset": [5431, 5443]}, {"key": "a-list", "type": "definition", "offset": [5458, 5464]}, {"key": "most-recently-delivered-reserve-report", "type": "definition", "offset": [5585, 5623]}, {"key": "otherwise-disposed-of", "type": "definition", "offset": [5655, 5676]}, {"key": "in-writing", "type": "definition", "offset": [5721, 5731]}, {"key": "in-the-case-of-an", "type": "clause", "offset": [5737, 5754]}, {"key": "the-projections", "type": "clause", "offset": [5877, 5892]}, {"key": "in-good-faith", "type": "definition", "offset": [5948, 5961]}, {"key": "the-certificate", "type": "clause", "offset": [6015, 6030]}, {"key": "subject-to-adjustments", "type": "clause", "offset": [6085, 6107]}, {"key": "the-definition-of", "type": "definition", "offset": [6120, 6137]}, {"key": "the-operations", "type": "clause", "offset": [6194, 6208]}, {"key": "information-concerning", "type": "clause", "offset": [6306, 6328]}, {"key": "volume-of-production", "type": "definition", "offset": [6350, 6370]}, {"key": "production-imbalances", "type": "definition", "offset": [6375, 6396]}, {"key": "reasonably-request", "type": "definition", "offset": [6497, 6515]}], "hash": "3083b0ca1241b550a45ab00aa2355022", "id": 1}, {"size": 12, "samples": [{"hash": "kQSENTHHVxZ", "uri": "/contracts/kQSENTHHVxZ#reserve-reports", "label": "Underwriting Agreement (Diamondback Energy, Inc.)", "score": 24.4770698547, "published": true}, {"hash": "alcCGfi33bt", "uri": "/contracts/alcCGfi33bt#reserve-reports", "label": "Underwriting Agreement (Diamondback Energy, Inc.)", "score": 24.4606437683, "published": true}, {"hash": "7V285Dn7U0R", "uri": "/contracts/7V285Dn7U0R#reserve-reports", "label": "Underwriting Agreement (Diamondback Energy, Inc.)", "score": 23.7926082611, "published": true}], "snippet": "The reserve reports prepared by \u2587\u2587\u2587\u2587\u2587 \u2587\u2587\u2587\u2587\u2587 Company, L.P. and Pinnacle Energy Services, LLC setting forth the estimated proved reserves attributed to the oil and gas properties of the Company accurately reflect in all material respects the ownership interests of the Company in the properties therein. Other than normal production of reserves, intervening market commodity price fluctuations, fluctuations in demand for such products, adverse weather conditions, unavailability or increased costs of rigs, equipment, supplies or personnel, the timing of third party operations and other facts, in each case in the ordinary course of business, and except as disclosed in the General Disclosure Package, the Company is not aware of any facts or circumstances that would result in a material adverse change in the aggregate net reserves, or the present value of future net cash flows therefrom, as described in the General Disclosure Package and the reserve reports; and estimates of such reserves and present values as described in the General Disclosure Package and reflected in the reserve reports comply in all material respects with the applicable requirements of Regulation S-X and Subpart 1200 of Regulation S-K under the Securities Act.", "snippet_links": [{"key": "the-reserve", "type": "clause", "offset": [0, 11]}, {"key": "prepared-by", "type": "clause", "offset": [20, 31]}, {"key": "energy-services", "type": "clause", "offset": [71, 86]}, {"key": "proved-reserves", "type": "definition", "offset": [120, 135]}, {"key": "oil-and-gas-properties", "type": "definition", "offset": [154, 176]}, {"key": "in-all-material-respects", "type": "definition", "offset": [211, 235]}, {"key": "company-in", "type": "clause", "offset": [267, 277]}, {"key": "the-properties", "type": "clause", "offset": [278, 292]}, {"key": "price-fluctuations", "type": "clause", "offset": [373, 391]}, {"key": "adverse-weather-conditions", "type": "definition", "offset": [435, 461]}, {"key": "costs-of", "type": "definition", "offset": [491, 499]}, {"key": "or-personnel", "type": "definition", "offset": [526, 538]}, {"key": "timing-of", "type": "clause", "offset": [544, 553]}, {"key": "third-party-operations", "type": "clause", "offset": [554, 576]}, {"key": "other-facts", "type": "clause", "offset": [581, 592]}, {"key": "each-case", "type": "definition", "offset": [597, 606]}, {"key": "in-the-ordinary-course-of-business", "type": "definition", "offset": [607, 641]}, {"key": "general-disclosure-package", "type": "clause", "offset": [674, 700]}, {"key": "in-the-aggregate", "type": "definition", "offset": [804, 820]}, {"key": "net-reserves", "type": "clause", "offset": [821, 833]}, {"key": "present-value", "type": "definition", "offset": [842, 855]}, {"key": "net-cash-flows", "type": "definition", "offset": [866, 880]}, {"key": "applicable-requirements", "type": "definition", "offset": [1139, 1162]}, {"key": "regulation-s", "type": "definition", "offset": [1166, 1178]}, {"key": "the-securities-act", "type": "clause", "offset": [1222, 1240]}], "hash": "f5f6c64f1d6d480741fa602817d3b5e4", "id": 9}, {"size": 164, "samples": [{"hash": "e7QeBmoXOzx", "uri": "/contracts/e7QeBmoXOzx#reserve-reports", "label": "Credit Agreement (Oasis Petroleum Inc.)", "score": 32.9917869568, "published": true}, {"hash": "izryzOuHavR", "uri": "/contracts/izryzOuHavR#reserve-reports", "label": "Credit Agreement (Oasis Petroleum Inc.)", "score": 32.2197113037, "published": true}, {"hash": "ewVtVPxyImu", "uri": "/contracts/ewVtVPxyImu#reserve-reports", "label": "Credit Agreement (Oasis Petroleum Inc.)", "score": 31.8856945038, "published": true}], "snippet": "(a) On or before March 1st and September 1st of each year, commencing March 1, 2021, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties of the Credit Parties as of the immediately preceding January 1 and July 1. The Reserve Report as of January 1 of each year shall be comprised of (i) a report prepared by one or more Approved Petroleum Engineers with regards to not less than 90% of the total value of the Proved Reserves of the Credit Parties and (ii) a report on the remainder of the Oil and Gas Properties of the Credit Parties prepared by or under the supervision of the chief engineer of the Borrower who shall certify that such portion of such Reserve Report (x) is true and correct in all material respects, and (y) has been prepared in accordance with the procedures used to prepare the portion of such Reserve Report that was prepared by one or more Approved Petroleum Engineers. The July 1 Reserve Report of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report (A) to be true and accurate in all material respects and (B) to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For purposes of this Section 8.12(a), with respect to any Reserve Report (or portion thereof) prepared by or under the supervision of the chief engineer of the Borrower, it is understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that none of the Parent, OP LLC, the Borrower, the Restricted Subsidiaries or such Responsible Officer warrants that such opinions, estimates and projections will ultimately prove to have been accurate.\n(b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that none of the Parent, OP LLC, the Borrower, the Restricted Subsidiaries or such Responsible Officer warrants that such opinions, estimates and projections will ultimately prove to have been accurate, and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an \u201cas of\u201d date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request.\n(c) No later than (x) March 15 in the case of the Reserve Report required to be delivered on or prior to March 1, (y) September 15 in the case of the Reserve Report required to be delivered on or prior to September 1 and (z) fifteen (15) days after any Reserve Report delivered pursuant to Section 8.12(b), the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that none the Parent, OP LLC, the Borrower, the Subsidiaries or such Responsible Officer warrants that such opinions, estimates and projections will ultimately prove to have been accurate, (ii) the Borrower or the Restricted Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Restricted Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of their Oil and Gas Properties (as defined in subsections (a), (b), (c), (d) and (e) of the definition thereof) have been sold pursuant to Section 9.12(d), (e) or (f) since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties (as defined in subsections (a), (b), (c), (d) and (e) of the definition thereof) sold pursuant to Section 9.12(d), (e) or (f) and in such detail as reasonably required by the Administrative Agent; provided that, this clause (iv) shall not apply to the sale of oil that would not otherwise be included in such certificate but for the fact that it has been stored in tanks in the ordinary course of business for a short period of time pending collection and sale, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the Effective Date and (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total value of Proved Reserves that such Mortgaged Properties represent in compliance with Section 8.14(a).", "snippet_links": [{"key": "each-year", "type": "definition", "offset": [48, 57]}, {"key": "the-borrower-shall", "type": "clause", "offset": [85, 103]}, {"key": "furnish-to", "type": "clause", "offset": [104, 114]}, {"key": "the-administrative-agent-and-the-lenders", "type": "clause", "offset": [115, 155]}, {"key": "oil-and-gas-properties", "type": "definition", "offset": [188, 210]}, {"key": "the-credit-parties", "type": "clause", "offset": [214, 232]}, {"key": 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"offset": [5073, 5101]}, {"key": "provided-that", "type": "clause", "offset": [5416, 5429]}, {"key": "this-clause", "type": "clause", "offset": [5431, 5442]}, {"key": "sale-of", "type": "clause", "offset": [5471, 5478]}, {"key": "the-fact", "type": "clause", "offset": [5548, 5556]}, {"key": "in-the-ordinary-course-of-business", "type": "definition", "offset": [5590, 5624]}, {"key": "short-period-of-time", "type": "definition", "offset": [5631, 5651]}, {"key": "collection-and", "type": "clause", "offset": [5660, 5674]}, {"key": "a-list", "type": "definition", "offset": [5716, 5722]}, {"key": "marketing-agreements", "type": "definition", "offset": [5730, 5750]}, {"key": "entered-into", "type": "clause", "offset": [5751, 5763]}, {"key": "subsequent-to-the", "type": "clause", "offset": [5764, 5781]}, {"key": "date-hereof", "type": "clause", "offset": [5795, 5806]}, {"key": "most-recently-delivered-reserve-report", "type": "definition", "offset": [5814, 5852]}, {"key": "could-reasonably-be-expected-to", "type": "definition", "offset": [5872, 5903]}, {"key": "on-schedule", "type": "definition", "offset": [5932, 5943]}, {"key": "on-the-effective-date", "type": "clause", "offset": [5983, 6004]}, {"key": "schedule-of", "type": "clause", "offset": [6036, 6047]}, {"key": "mortgaged-properties", "type": "definition", "offset": [6117, 6137]}, {"key": "the-percentage", "type": "definition", "offset": [6156, 6170]}, {"key": "compliance-with-section", "type": "clause", "offset": [6253, 6276]}], "hash": "117fcba0de966277c83d4547baac5d28", "id": 2}, {"size": 157, "samples": [{"hash": "jZ5Cr9JUPA7", "uri": "/contracts/jZ5Cr9JUPA7#reserve-reports", "label": "Senior Secured Credit Agreement (Phoenix Energy One, LLC)", "score": 36.5811080933, "published": true}, {"hash": "gpux6m1wlQ7", "uri": "/contracts/gpux6m1wlQ7#reserve-reports", "label": "Senior Secured Credit Agreement (Phoenix Energy One, LLC)", "score": 36.5811080933, "published": true}, {"hash": "74lPVZ7I0F3", "uri": "/contracts/74lPVZ7I0F3#reserve-reports", "label": "Senior Secured Credit Agreement (Phoenix Energy One, LLC)", "score": 36.4852828979, "published": true}], "snippet": "(a) On or before March 1 of each year (beginning March 1, 2025), the Company shall furnish to the Administrative Agent, the Technical Agent and the Lenders a Reserve Report prepared by one or more Approved Petroleum Engineers evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 and July 1, respectively (each, a \u201cThird-Party Reserve Report\u201d). Additionally, the Technical Agent may request a Third Party Reserve Report with respect to the APOD \u2587\u2587\u2587\u2587\u2587 once per fiscal year.\n(b) On or before June 1, September 1 and December 1 of each year (beginning December 1, 2024), the Company shall deliver an update to the most recently delivered Third-Party Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding April 1, July 1 and October 1, respectively (each, an \u201cUpdated Reserve Report\u201d). Each Updated Reserve Report (i) shall be prepared by or under the supervision of the chief engineer of the Company who shall certify such Reserve Report update to be true and accurate in all material respects and to have been prepared in accordance with the procedures used in the immediately preceding Third-Party Reserve Report and shall be adjusted to reflect the production levels since the delivery of the most recent Reserve Report (including the removal of any cash flows attributable to the production during the time period prior to the delivery of such Updated Reserve Report), and (ii) shall be based on an updated Five-Year Strip Price as of the date that is five (5) Business Days prior to delivery of such Updated Reserve Report and shall otherwise be \u201crolled forward\u201d in a manner satisfactory to the Technical Agent and the Supermajority Lenders. Notwithstanding the foregoing, the Company shall not be required to deliver any Updated Reserve Report during any Disputed Reserve Report Period; provided that if the Company did not deliver an Updated Reserve Report as would have otherwise been required pursuant to this Section 8.12(b) on June 1 or December 1, as applicable, due to the existence of a Disputed Reserve Report Period, then the Company shall be required to deliver an Updated Reserve Report as of April 1 or October 1, respectively, within thirty-five (35) days after the delivery of such Replacement Reserve Report.\n(c) In that event that the Administrative Agent notifies the Company in writing that any Reserve Report constitutes a Disputed Reserve Report (including an Updated Reserve Report), then such Disputed Reserve Report shall not constitute the Most Recently Delivered Reserve Report for any purpose under this Agreement, and the Administrative Agent may request, and the Company shall engage an Approved Petroleum Engineer that has not delivered a Disputed Reserve Report within ten (10) days of such request, and deliver within thirty (30) days after such engagement of an Approved Petroleum Engineer, a Reserve Report evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1 or July 1, as applicable (a \u201cReplacement Reserve Report\u201d), prepared by one or more Approved Petroleum Engineers acceptable to the Administrative Agent, so long as such Approved Petroleum Engineer(s) did not deliver such Disputed Reserve Report. From and after the delivery of any Replacement Reserve Report, such Replacement Reserve Report shall constitute the Most Recently Delivered Reserve Report until the next subsequent delivery of a Reserve Report in accordance with the terms hereof. To the extent a Replacement Reserve Report is delivered either (i) after a Compliance Certificate is delivered during a Disputed Reserve Report Period or (ii) after a Compliance Certificate is delivered which includes calculations derived, in any part, from the values included in the Disputed Reserve Report in respect of such Replacement Reserve Report, then in either case, the Company shall deliver, promptly following (and in any event within two (2) Business Days of) the delivery of such Replacement Reserve Report, a Compliance Certificate including calculations based upon the values included in such Replacement Reserve Report.\n(d) With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent, the Technical Agent and the Lenders (i) a database of the Oil and Gas Properties evaluated in such Reserve Report and (ii) a certificate substantially in the form of Exhibit H (a \u201cReserve Report Certificate\u201d) from a Responsible Officer certifying that: (A) the factual information upon which such Reserve Report is based and any factual information included in such Reserve Report prepared by the Company is true and correct in all material respects, (B) the Company or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 9.03, (C) on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (D) none of their Oil and Gas Properties evaluated in the previous reserve report have been sold since the date of the last Reserve Report except as set forth on an exhibit to the certificate, which exhibit shall list all of its Oil and Gas Properties sold other than Hydrocarbons sold in the ordinary course of business and in such detail as reasonably required by the Administrative Agent and the Technical Agent (in consultation with the Supermajority Lenders) and (E) attached thereto is a list of all marketing agreements entered into subsequent to the later of the date hereof or the Most Recently Delivered Reserve Report which the Company could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereof.", "snippet_links": [{"key": "each-year", "type": "definition", "offset": [28, 37]}, {"key": "the-company-shall", "type": "clause", "offset": [65, 82]}, {"key": "furnish-to", "type": "clause", "offset": [83, 93]}, {"key": "the-administrative-agent", "type": "clause", "offset": [94, 118]}, {"key": "agent-and-the-lenders", "type": "clause", "offset": [134, 155]}, {"key": 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1094]}, {"key": "in-all-material-respects", "type": "definition", "offset": [1095, 1119]}, {"key": "in-accordance-with", "type": "clause", "offset": [1146, 1164]}, {"key": "the-procedures", "type": "definition", "offset": [1165, 1179]}, {"key": "production-levels", "type": "clause", "offset": [1278, 1295]}, {"key": "delivery-of-the", "type": "clause", "offset": [1306, 1321]}, {"key": "removal-of", "type": "definition", "offset": [1364, 1374]}, {"key": "cash-flows", "type": "definition", "offset": [1379, 1389]}, {"key": "time-period", "type": "clause", "offset": [1432, 1443]}, {"key": "prior-to-the-delivery", "type": "clause", "offset": [1444, 1465]}, {"key": "based-on", "type": "clause", "offset": [1517, 1525]}, {"key": "strip-price", "type": "definition", "offset": [1547, 1558]}, {"key": "prior-to-delivery", "type": "clause", "offset": [1605, 1622]}, {"key": "supermajority-lenders", "type": "clause", "offset": [1750, 1771]}, {"key": "notwithstanding-the-foregoing", "type": "clause", 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"true-and-correct", "type": "clause", "offset": [4728, 4744]}, {"key": "title-to-the", "type": "clause", "offset": [4832, 4844]}, {"key": "net-basis", "type": "definition", "offset": [4996, 5005]}, {"key": "gas-imbalances", "type": "definition", "offset": [5019, 5033]}, {"key": "pay-or-other-prepayments", "type": "clause", "offset": [5043, 5067]}, {"key": "section-718", "type": "clause", "offset": [5105, 5117]}, {"key": "require-the", "type": "clause", "offset": [5206, 5217]}, {"key": "full-payment", "type": "definition", "offset": [5387, 5399]}, {"key": "date-of", "type": "clause", "offset": [5517, 5524]}, {"key": "the-certificate", "type": "clause", "offset": [5586, 5601]}, {"key": "in-the-ordinary-course-of-business", "type": "definition", "offset": [5696, 5730]}, {"key": "required-by", "type": "definition", "offset": [5764, 5775]}, {"key": "in-consultation-with", "type": "definition", "offset": [5826, 5846]}, {"key": "a-list", "type": "definition", "offset": [5902, 5908]}, {"key": "marketing-agreements", "type": "definition", "offset": [5916, 5936]}, {"key": "entered-into", "type": "clause", "offset": [5937, 5949]}, {"key": "subsequent-to-the", "type": "clause", "offset": [5950, 5967]}, {"key": "date-hereof", "type": "clause", "offset": [5981, 5992]}, {"key": "could-reasonably-be-expected-to", "type": "definition", "offset": [6057, 6088]}, {"key": "on-schedule", "type": "definition", "offset": [6117, 6128]}, {"key": "effect-on-the", "type": "clause", "offset": [6161, 6174]}], "hash": "cca4178aaf9013066cda8ea4221e663d", "id": 3}, {"size": 32, "samples": [{"hash": "kbCRphfbrkt", "uri": "/contracts/kbCRphfbrkt#reserve-reports", "label": "Revolving Credit and Term Loan Agreement (Atlas Pipeline Partners Lp)", "score": 18.0, "published": true}, {"hash": "kI7eXPjevuU", "uri": "/contracts/kI7eXPjevuU#reserve-reports", "label": "Revolving Credit and Term Loan Agreement (Atlas Pipeline Holdings, L.P.)", "score": 18.0, "published": true}, {"hash": "k8x0pullEPz", "uri": "/contracts/k8x0pullEPz#reserve-reports", "label": "Revolving Credit and Term Loan Agreement (Atlas America Inc)", "score": 18.0, "published": true}], "snippet": "49 Section 8.08", "snippet_links": [], "hash": "8197b3d9ca18b4aefb26759f950a4a3a", "id": 4}, {"size": 23, "samples": [{"hash": "aEij9fKaI4H", "uri": "/contracts/aEij9fKaI4H#reserve-reports", "label": "Series a Convertible Preferred Stock Purchase Agreement", "score": 29.3408622742, "published": true}, {"hash": "li8hRIe3Hea", "uri": "/contracts/li8hRIe3Hea#reserve-reports", "label": "Series a Convertible Preferred Stock Purchase Agreement (Us Energy Corp)", "score": 27.1136207581, "published": true}], "snippet": "The Company has delivered or otherwise made available to Purchaser true and correct copies of all material written reports requested or commissioned by the Company or any Subsidiary and delivered to the Company or any Subsidiary in writing on or before the date of this Agreement estimating the Company\u2019s and such Subsidiaries\u2019 proved oil and gas reserves prepared by any unaffiliated person (each, a \u201cReport Preparer\u201d) concerning the oil and gas interests of the Company and such Subsidiaries as of December 31, 2014 (the \u201cCompany Reserve Reports\u201d). The factual, non-interpretive data provided by the Company and the Subsidiaries to each Report Preparer in connection with the preparation of the Company Reserve Reports that was material to such Report Preparer\u2019s 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, and to the Knowledge of the Company there were no material errors in the assumptions and estimates provided by the Company and its Subsidiaries to any Report Preparer in connection with their preparation of the Company Reserve Reports. The Company\u2019s internal proved reserve estimates prepared by management prior to the date of this Agreement and prior to the Closing, copies of which have been provided to Purchaser were not, taken as a whole, materially lower than the conclusions in such Company Reserve 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 change in respect of the matters addressed in the Company Reserve Reports that has resulted in and could reasonably be expected to result in a Material Adverse Effect.", "snippet_links": [{"key": "the-company-has", "type": "definition", "offset": [0, 15]}, {"key": "to-purchaser", "type": "definition", "offset": [54, 66]}, {"key": "copies-of-all", "type": "clause", "offset": [84, 97]}, {"key": "written-reports", "type": "definition", "offset": [107, 122]}, {"key": "by-the-company", "type": "clause", "offset": [149, 163]}, {"key": "to-the-company", "type": "definition", "offset": [196, 210]}, {"key": "in-writing", "type": "definition", "offset": [229, 239]}, {"key": "date-of-this-agreement", "type": "clause", "offset": [257, 279]}, {"key": "proved-oil-and-gas-reserves", "type": "definition", "offset": [328, 355]}, {"key": "prepared-by", "type": "clause", "offset": [356, 367]}, {"key": "unaffiliated-person", "type": "definition", "offset": [372, 391]}, {"key": "report-preparer", "type": "definition", "offset": [402, 417]}, {"key": "concerning-the", "type": "clause", "offset": [420, 434]}, {"key": "interests-of-the-company", "type": "clause", "offset": [447, 471]}, {"key": "company-reserve-reports", "type": "definition", "offset": [524, 547]}, {"key": "data-provided", "type": "clause", "offset": [581, 594]}, {"key": "the-company-and-the-subsidiaries", "type": "clause", "offset": [598, 630]}, {"key": "in-connection-with", "type": "clause", "offset": [655, 673]}, {"key": "preparation-of-the", "type": "clause", "offset": [678, 696]}, {"key": "knowledge-of-the-company", "type": "clause", "offset": [863, 887]}, {"key": "issuance-of-the", "type": "clause", "offset": [953, 968]}, {"key": "no-material-errors", "type": "clause", "offset": [1051, 1069]}, {"key": "the-company-and-its-subsidiaries", "type": "clause", "offset": [1115, 1147]}, {"key": "reserve-estimates", "type": "definition", "offset": [1270, 1287]}, {"key": "prior-to-the-closing", "type": "clause", "offset": [1351, 1371]}, {"key": "taken-as-a-whole", "type": "clause", "offset": [1431, 1447]}, {"key": "changes-generally", "type": "clause", "offset": [1531, 1548]}, {"key": "development-and-production", "type": "clause", "offset": [1588, 1614]}, {"key": "changes-in", "type": "clause", "offset": [1635, 1645]}, {"key": "in-respect-of", "type": "clause", "offset": [1725, 1738]}, {"key": "matters-addressed", "type": "definition", "offset": [1743, 1760]}, {"key": "could-reasonably-be-expected-to", "type": "definition", "offset": [1817, 1848]}, {"key": "material-adverse-effect", "type": "definition", "offset": [1861, 1884]}], "hash": "cf1c2f73e808d27f24d4208d8f2eb77d", "id": 5}, {"size": 19, "samples": [{"hash": "Af456DmOgW", "uri": "/contracts/Af456DmOgW#reserve-reports", "label": "Underwriting Agreement (Diamondback Energy, Inc.)", "score": 28.6194381714, "published": true}, {"hash": "5J7NFAbAnVe", "uri": "/contracts/5J7NFAbAnVe#reserve-reports", "label": "Underwriting Agreement (Diamondback Energy, Inc.)", "score": 27.967830658, "published": true}, {"hash": "1W7hcZB1Lq1", "uri": "/contracts/1W7hcZB1Lq1#reserve-reports", "label": "Underwriting Agreement (Diamondback Energy, Inc.)", "score": 26.3607120514, "published": true}], "snippet": "The reserve reports prepared by \u2587\u2587\u2587\u2587\u2587 \u2587\u2587\u2587\u2587\u2587 Company, L.P. setting forth the estimated proved reserves attributed to the oil and gas properties of the Company accurately reflect in all material respects the ownership interests of the Company in the properties therein. Other than normal production of reserves, intervening market commodity price fluctuations, fluctuations in demand for such products, adverse weather conditions, unavailability or increased costs of rigs, equipment, supplies or personnel, the timing of third party operations and other facts, in each case in the ordinary course of business, and except as disclosed in the General Disclosure Package, the Company is not aware of any facts or circumstances that would result in a material adverse change in the aggregate net reserves, or the present value of future net cash flows therefrom, as described in the General Disclosure Package and the reserve reports; and estimates of such reserves and present values as described in the General Disclosure Package and reflected in the reserve reports comply in all material respects with the applicable requirements of Regulation S-X and Subpart 1200 of Regulation S-K under the Securities Act.", "snippet_links": [{"key": "the-reserve", "type": "clause", "offset": [0, 11]}, {"key": "prepared-by", "type": "clause", "offset": [20, 31]}, {"key": "proved-reserves", "type": "definition", "offset": [86, 101]}, {"key": "oil-and-gas-properties", "type": "definition", "offset": [120, 142]}, {"key": "in-all-material-respects", "type": "definition", "offset": [177, 201]}, {"key": "company-in", "type": "clause", "offset": [233, 243]}, {"key": "the-properties", "type": "clause", "offset": [244, 258]}, {"key": "price-fluctuations", "type": "clause", "offset": [339, 357]}, {"key": "adverse-weather-conditions", "type": "definition", "offset": [401, 427]}, {"key": "costs-of", "type": "definition", "offset": [457, 465]}, {"key": "or-personnel", "type": "definition", "offset": [492, 504]}, {"key": "timing-of", "type": "clause", "offset": [510, 519]}, {"key": "third-party-operations", "type": "clause", "offset": [520, 542]}, {"key": "other-facts", "type": "clause", "offset": [547, 558]}, {"key": "each-case", "type": "definition", "offset": [563, 572]}, {"key": "in-the-ordinary-course-of-business", "type": "definition", "offset": [573, 607]}, {"key": "general-disclosure-package", "type": "clause", "offset": [640, 666]}, {"key": "in-the-aggregate", "type": "definition", "offset": [770, 786]}, {"key": "net-reserves", "type": "clause", "offset": [787, 799]}, {"key": "present-value", "type": "definition", "offset": [808, 821]}, {"key": "net-cash-flows", "type": "definition", "offset": [832, 846]}, {"key": "applicable-requirements", "type": "definition", "offset": [1105, 1128]}, {"key": "regulation-s", "type": "definition", "offset": [1132, 1144]}, {"key": "the-securities-act", "type": "clause", "offset": [1188, 1206]}], "hash": "10a88621f5fb1e8bad2615a37f543111", "id": 6}, {"size": 15, "samples": [{"hash": "2ip2W89D4lI", "uri": "/contracts/2ip2W89D4lI#reserve-reports", "label": "Merger Agreement (Encana Corp)", "score": 29.8350448608, "published": true}, {"hash": "2U9lc2pziFv", "uri": "/contracts/2U9lc2pziFv#reserve-reports", "label": "Merger Agreement (Newfield Exploration Co /De/)", "score": 29.8350448608, "published": true}], "snippet": "The Company has made available to Parent true and correct copies of all written reports delivered to or received by the Company or the Company Subsidiaries from January 1, 2016 to the date hereof estimating the Company and the Company Subsidiaries\u2019 oil and gas reserves, in each case prepared by a Person that is not an Affiliate (each, a \u201cCompany Report Preparer\u201d) concerning the Oil and Gas Interests of the Company and the Company Subsidiaries (the \u201cCompany Reserve Reports\u201d). The factual, non-interpretive data provided by the Company and 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\u2019s 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 respects, except as has not had and would not reasonably be expected to have a Company Material Adverse Effect. To the Company\u2019s Knowledge, 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.", "snippet_links": [{"key": "the-company-has", "type": "definition", "offset": [0, 15]}, {"key": "to-parent", "type": "definition", "offset": [31, 40]}, {"key": "copies-of-all", "type": "clause", "offset": [58, 71]}, {"key": "written-reports", "type": "definition", "offset": [72, 87]}, {"key": "the-company-subsidiaries", "type": "clause", "offset": [131, 155]}, {"key": "date-hereof", "type": "clause", "offset": [184, 195]}, {"key": "and-the-company", "type": "clause", "offset": [219, 234]}, {"key": "oil-and-gas-reserves", "type": "clause", "offset": [249, 269]}, {"key": "each-case", "type": "definition", "offset": [274, 283]}, {"key": "prepared-by", "type": "clause", "offset": [284, 295]}, {"key": "a-person", "type": "definition", "offset": [296, 304]}, {"key": "not-an-affiliate", "type": "clause", "offset": [313, 329]}, {"key": "report-preparer", "type": "definition", "offset": [348, 363]}, {"key": "concerning-the", "type": "clause", "offset": [366, 380]}, {"key": "interests-of-the-company", "type": "clause", "offset": [393, 417]}, {"key": "company-reserve-reports", "type": "definition", "offset": [453, 476]}, {"key": "data-provided", "type": "clause", "offset": [510, 523]}, {"key": "in-connection-with", "type": "clause", "offset": [600, 618]}, {"key": "preparation-of-the", "type": "clause", "offset": [623, 641]}, {"key": "issuance-of-the", "type": "clause", "offset": [866, 881]}, {"key": "in-all-respects", "type": "clause", "offset": [917, 932]}, {"key": "company-material-adverse-effect", "type": "definition", "offset": [1003, 1034]}, {"key": "to-the-company", "type": "definition", "offset": [1036, 1050]}, {"key": "no-material-errors", "type": "clause", "offset": [1074, 1092]}, {"key": "oil-and-gas-reserve-estimates", "type": "clause", "offset": [1295, 1324]}, {"key": "in-all-material-respects", "type": "definition", "offset": [1526, 1550]}, {"key": "in-accordance-with", "type": "clause", "offset": [1631, 1649]}, {"key": "the-rules", "type": "clause", "offset": [1650, 1659]}, {"key": "the-sec", "type": "definition", "offset": [1675, 1682]}, {"key": "consistent-basis", "type": "definition", "offset": [1700, 1716]}, {"key": "changes-generally", "type": "clause", "offset": [1770, 1787]}, {"key": "development-and-production", "type": "clause", "offset": [1827, 1853]}, {"key": "changes-in", "type": "clause", "offset": [1874, 1884]}, {"key": "in-respect-of", "type": "clause", "offset": [1973, 1986]}, {"key": "matters-addressed", "type": "definition", "offset": [1991, 2008]}], "hash": "1316cd809a63da7fe9c9cd9b031e8a17", "id": 7}, {"size": 13, "samples": [{"hash": "j41eYm0kux5", "uri": "/contracts/j41eYm0kux5#reserve-reports", "label": "Revolving Credit and Term Loan Agreement (Atlas America Inc)", "score": 21.0, "published": true}, {"hash": "kbCRphfbrkt", "uri": "/contracts/kbCRphfbrkt#reserve-reports", "label": "Revolving Credit and Term Loan Agreement (Atlas Pipeline Partners Lp)", "score": 18.0, "published": true}, {"hash": "kI7eXPjevuU", "uri": "/contracts/kI7eXPjevuU#reserve-reports", "label": "Revolving Credit and Term Loan Agreement (Atlas Pipeline Holdings, L.P.)", "score": 18.0, "published": true}], "snippet": "(a) The Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report each March 15 during the term of this Agreement commencing March 15, 2006. Each Reserve Report shall be prepared by certified independent petroleum engineers or other independent petroleum consultant(s) acceptable to the Administrative Agent.\n(b) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that, to the best of his knowledge and in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the producers owning the Oil and Gas Properties evaluated in such Reserve Report have contracted with Obligors to transport their Hydrocarbons in the Pipelines, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require any Obligor to transport Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) attached to the certificate is a list of Oil and Gas Properties added to and deleted from the immediately prior Reserve Report and a list showing any change in gas gathering tariffs or gathering fees for gathering Hydrocarbons from such Oil and Gas Properties occurring and the reason for such change, (vi) attached to the certificate is a list of all producers transporting Hydrocarbons in the Pipelines from their Oil and Gas Properties, and (vii) all of the Pipelines gathering Hydrocarbons from the Oil and Gas Properties evaluated by such Reserve Report are Mortgaged Property except as set forth on a schedule attached to the certificate.", "snippet_links": [{"key": "the-borrower-shall", "type": "clause", "offset": [4, 22]}, {"key": "furnish-to", "type": "clause", "offset": [23, 33]}, {"key": "the-administrative-agent-and-the-lenders", "type": "clause", "offset": [34, 74]}, {"key": "reserve-report", "type": "clause", "offset": [77, 91]}, {"key": "march-15", "type": "clause", "offset": [97, 105]}, {"key": "during-the-term-of-this-agreement", "type": "clause", "offset": [106, 139]}, {"key": "prepared-by", "type": "clause", "offset": [196, 207]}, {"key": "independent-petroleum-engineers", "type": "clause", "offset": [218, 249]}, {"key": "delivery-of", "type": "clause", "offset": [348, 359]}, {"key": "provide-to", "type": "clause", "offset": [400, 410]}, {"key": "responsible-officer", "type": "clause", "offset": [473, 492]}, {"key": "in-all-material-respects", "type": "definition", "offset": [543, 567]}, {"key": "the-information", "type": "clause", "offset": [573, 588]}, {"key": "contained-in", "type": "definition", "offset": [589, 601]}, {"key": "the-reserve", "type": "clause", "offset": [602, 613]}, {"key": "information-delivered", "type": "clause", "offset": [635, 656]}, {"key": "in-connection", "type": "clause", "offset": [657, 670]}, {"key": "true-and-correct", "type": "clause", "offset": [684, 700]}, {"key": "oil-and-gas-properties", "type": "definition", "offset": [732, 754]}, {"key": "the-certificate", "type": "clause", "offset": [911, 926]}, {"key": "net-basis", "type": "definition", "offset": [933, 942]}, {"key": "gas-imbalances", "type": "definition", "offset": [956, 970]}, {"key": "pay-or-other-prepayments", "type": "clause", "offset": [980, 1004]}, {"key": "with-respect-to", "type": "clause", "offset": [1005, 1020]}, {"key": "full-payment", "type": "definition", "offset": [1238, 1250]}, {"key": "a-list", "type": "definition", "offset": [1297, 1303]}, {"key": "change-in", "type": "definition", "offset": [1416, 1425]}, {"key": "gas-gathering", "type": "definition", "offset": [1426, 1439]}, {"key": "gathering-fees", "type": "definition", "offset": [1451, 1465]}, {"key": "mortgaged-property", "type": "definition", "offset": [1829, 1847]}, {"key": "a-schedule", "type": "clause", "offset": [1871, 1881]}], "hash": "2c4d18f20a5fd024efd8646feaff94ed", "id": 8}, {"size": 11, "samples": [{"hash": "ktvSDGbdX8e", "uri": "/contracts/ktvSDGbdX8e#reserve-reports", "label": "Note Purchase Agreement (Obsidian Energy Ltd.)", "score": 31.7214241028, "published": true}, {"hash": "iAVN4bdO9mF", "uri": "/contracts/iAVN4bdO9mF#reserve-reports", "label": "Note Purchase Agreement (Obsidian Energy Ltd.)", "score": 31.7214241028, "published": true}, {"hash": "32ZIZghfOLH", "uri": "/contracts/32ZIZghfOLH#reserve-reports", "label": "Note Purchase Agreement (Obsidian Energy Ltd.)", "score": 31.7214241028, "published": true}], "snippet": "within 90 days after the end of each fiscal year of the Company, a copy of the Reserve Report with an effective date not earlier than December 31 of such fiscal year;", "snippet_links": [{"key": "days-after", "type": "definition", "offset": [10, 20]}, {"key": "fiscal-year-of-the-company", "type": "clause", "offset": [37, 63]}, {"key": "reserve-report", "type": "clause", "offset": [79, 93]}, {"key": "an-effective-date", "type": "clause", "offset": [99, 116]}], "hash": "b50dfe0b74e7c41627d914ec727d4334", "id": 10}], "next_curs": "ClgSUmoVc35sYXdpbnNpZGVyY29udHJhY3RzcjQLEhZDbGF1c2VTbmlwcGV0R3JvdXBfdjU2IhhyZXNlcnZlLXJlcG9ydHMjMDAwMDAwMGEMogECZW4YACAA", "clause": {"children": [["internal-engineer", "Internal Engineer"], ["independent-engineer", "Independent Engineer"], ["borrowers-certificate-as-to-proved-reserves-and-proved-gas-collateral", "Borrower\u2019s Certificate as to Proved Reserves and Proved Gas Collateral"], ["timing-of-reports", "Timing of Reports"], ["preparation-of-reports", "Preparation of Reports"]], "size": 1097, "parents": [["affirmative-covenants", "AFFIRMATIVE COVENANTS"], ["representations-and-warranties-of-the-company", "Representations and Warranties of the Company"], ["miscellaneous", "Miscellaneous"], ["now-therefore", "NOW, THEREFORE"], ["representations-and-warranties", "Representations and Warranties"]], "title": "Reserve Reports", "id": "reserve-reports", "related": [["reserve-report", "Reserve Report", "Reserve Report"], ["engineering-reports", "Engineering Reports", "Engineering Reports"], ["engineering-report", "Engineering Report", "Engineering Report"], ["borrowing-base-reports", "Borrowing Base Reports", "Borrowing Base Reports"], ["financial-statements-reports-certificates", "Financial Statements, Reports, Certificates", "Financial Statements, Reports, Certificates"]], "related_snippets": [], "updated": "2026-07-10T04:32:06+00:00", "also_ask": ["What minimum standards or methodologies should be mandated for preparing Reserve Reports?", "How can parties negotiate audit or verification rights regarding Reserve Reports?", "What are the key risks if Reserve Reports are inaccurate or delayed?", "How do Reserve Report requirements in this agreement compare to industry norms or regulatory standards?", "What factors most often lead courts to invalidate or disregard Reserve Reports in disputes?"], "drafting_tip": "Specify report frequency and required content to ensure consistent disclosures; define approval process to maintain data integrity; clarify delivery obligations to avoid disputes.", "explanation": "The Reserve Reports clause requires the preparation and delivery of detailed reports concerning the status and valuation of reserves, such as oil, gas, or mineral reserves, associated with a particular asset or project. Typically, these reports are prepared by independent engineers or qualified professionals at specified intervals, and they include estimates of quantities, classifications, and values of the reserves. This clause ensures that all parties have access to up-to-date, reliable information about the reserves, supporting transparency, informed decision-making, and compliance with regulatory or contractual obligations."}, "json": true, "cursor": ""}}