Common use of Title - Equipment Clause in Contracts

Title - Equipment. (i) As of the date hereof, with respect to the Subject Interests (other than any Subject Interests that constitute Offshore Legacy Assets), the Acquired Companies collectively have title thereto that (A) is free from reasonable doubt to the end that a prudent Person engaged in the business of purchasing and owning, developing and operating producing oil and gas properties in the geographical areas in which the Hydrocarbon Interests are located, with knowledge of all of the facts and their legal bearing, would be willing to accept the same acting reasonably and (B) is free and clear of all Encumbrances, subject to (in each of the cases of clauses (A) and (B), (1) Encumbrances and Liens associated with obligations taken into account in the preparation of the Reserve Report, (2) Encumbrances and Liens for Taxes not yet due and payable or that are being contested in good faith, (3) such immaterial imperfections of title, easements, liens, Encumbrances, government and tribal approvals, Customary Post-Closing Consents, and (4) Encumbrances and Liens identified on Schedule 4.2(r). (ii) Subject to Permitted Encumbrances, with respect to the Offshore Legacy Assets, Seller warrants and defends all and singular title to the Offshore Legacy Assets unto Buyer against every Person whosoever lawfully claiming or to claim the same by, through or under any Acquired Company (but excluding any transactions, conveyance, grant of any Lien or Encumbrance or the taking of any other action, in each case, prior to or on April 17, 2012) but not otherwise. Additionally, subject to Permitted Encumbrances, with respect to the Subject Interests that do not constitute Offshore Legacy Assets, Seller warrants and defends all and singular title to such Subject Interest unto Buyer against every Person whosoever lawfully claiming or to claim the same by, through or under any Acquired Company but not otherwise. (iii) As of the date hereof, with respect to the Subject ▇▇▇▇▇, Subject Units and Subject Leases, the Acquired Companies collectively have title thereto that, with respect to each Subject Well, Subject Unit or Subject Lease, as applicable, subject to (and excluding any effect of) Permitted Encumbrances: (A) (1) with respect to each Subject Well, entitles the Acquired Companies (individually or in the aggregate) to receive not less than the percentage set forth in Schedule 14.4 for such Subject Well, as the Net Revenue Interest of all Hydrocarbons produced, saved and marketed from such Subject Well and (2) with respect to each Subject Unit or Subject Lease, entitles the Acquired Companies (individually or in the aggregate) to receive a percentage of all Hydrocarbons produced, saved and marketed from such Subject Unit or Subject Lease (as applicable) that is not less than the highest Net Revenue Interest set forth in Schedule 14.4 for any of the Subject ▇▇▇▇▇ included in such Subject Unit or located on such Subject Lease, respectively; (B) (1) with respect to each Subject Well, obligates the Acquired Companies (individually or in the aggregate) to bear a percentage of the costs and expenses relating to the maintenance, development and operation of such Subject Well that is not greater than the Working Interest set forth in Schedule 14.4 for such Subject Well and (2) with respect to each Subject Unit or Subject Lease, obligates the Acquired Companies (individually or in the aggregate) to bear a percentage of the costs and expenses relating to the maintenance, development and operation of such Subject Unit or Subject Lease (as applicable) that is not greater than the lowest percentage set forth in Schedule 14.4 for any Subject Well included in such Subject Unit or located on such Subject Lease, respectively, except, in each of the cases of clauses (1) and (2), for increases that are accompanied by an increase in the Net Revenue Interest of the Acquired Companies (individually or in the aggregate) in the applicable Subject Well that causes the Acquired Companies’ aggregate Net Revenue Interest in such Subject Well to be greater than the Net Revenue Interest set forth in Schedule 14.4 for such Subject Well in the same (or greater) proportion as any such increase in such Working Interest; and (C) is free and clear of all Liens and Encumbrances. (iv) Schedule 14.4 lists all of the ▇▇▇▇▇ (other than any ▇▇▇▇▇ included in the Offshore Legacy Assets or the Subject Interests) that are associated with a positive “PV-10” value in the Reserve Report. (v) As of the date hereof, with respect to the Subject Facilities, the Acquired Companies collectively have title thereto that, subject to (and excluding the effect of) Permitted Encumbrances, entitles the Acquired Companies (in the aggregate) to an interest therein equal to (A) in the case of the Facility located on East Breaks 160, 66.6667%, (B) in the case of the Facility located on High Island A474, 12% and (C) in the case of the Facilities located on South Timbalier, 5.79545% with respect to Facility 185A and 7.69734%, with respect to Facility 185B. (vi) As of the Effective Time, all material items of operating equipment owned or leased by the Acquired Companies with respect to the Subject Interests are, in the aggregate, in a state of repair and sufficient so as to be adequate in all material respects for reasonably prudent operations in the areas in which they are operated.