Common use of Title; Lease Status; Assignment by Non-Operator; AMI Election Clause in Contracts

Title; Lease Status; Assignment by Non-Operator; AMI Election. 3.1 Promptly after the execution of this Agreement, Non-Operator shall provide to Operator all information in its possession or subject to its control as to the title to the natural gas and oil underlying the property subject to the Leases identified in Exhibit B and the rights to explore for, develop, operate, produce and market such natural gas and oil including but not limited to the names and addresses of all owners of royalties and overriding royalties and the amounts of such royalties and overriding royalties. Additionally, at the time a copy of an agreement described in Section 3.4 hereof is sent to Operator, and thereafter, promptly after being requested to do so, Non-Operator shall provide to Operator all information in its possession or subject to its control as to the title to the natural gas and oil underlying the property subject to such agreement and the rights to explore for, develop, operate, produce and market such natural gas and oil. As to the title to the natural gas and oil underlying the property subject to the Leases and the right to explore for, develop, operate, produce and market such natural gas and oil, Non-Operator represents and warrants to and for the benefit of Operator and its successors and assigns that it will defend such title against every person, corporation or other entity claiming or to claim an interest therein by, through or under Non-Operator, or any member of Non-Operator, or any affiliate of any of them, but not otherwise. Prior to the drilling of a Well, the Operator shall obtain a report, prepared by an attorney or title insurance company licensed to practice or do business in Tennessee, as to whether the lessor(s) of the Lease, and each assignee of such lessor(s) including Non-Operator, are vested with good and marketable title to the rights to explore for, develop, operate, produce and market natural gas and oil on Well Acreage covered by the Lease on which the Well is to be drilled. Without limiting the foregoing, the report will cover, with respect to the Well Acreage covered by the Lease on which the Well is to be drilled, the ownership of the (i) oil and natural gas, (ii) working interests, (iii) royalties, (iv) overriding royalties and (v) other production payments, if any. Promptly after receipt of a report, Operator shall furnish a copy thereof to Non-Operator. If a report reveals defects in title, Operator may, in the exercise of its reasonable judgment, caused to be performed such curative work as Operator deems prudent (including obtaining pooling amendments or agreements) or may decide not to drill a Well on the Well Acreage subject to the report. Operator and Non-Operator shall each be responsible for, and pay, its Proportionate Share of the costs incurred to obtain such reports, and to perform curative work, including costs of abstracts, attorney's fees, title company charges, land broker charges and other related direct charges, provided, however, that Non-Operator shall not be responsible for, and shall not pay, any amount for services rendered by in-house counsel or other personnel of Operator with respect to title to any Well Acreage or any curative work relating thereto. Except as to the warranty of title set forth in the preceding paragraph, neither Operator nor Non-Operator shall have any liability to the other for failure of title or any matter relating thereto.

Title; Lease Status; Assignment by Non-Operator; AMI Election. 3.1 Promptly after the execution of this Agreement, Non-Operator shall provide to Operator all information in its possession or subject to its control as to the title to the natural gas and oil underlying the property subject to the Leases identified in Exhibit B and the rights to explore for, develop, operate, produce and market such natural gas and oil including but not limited to the names and addresses of all owners of royalties and overriding royalties and the amounts of such royalties and overriding royalties. Additionally, at the time a copy of an agreement described in Section 3.4 hereof is sent to Operator, and thereafter, promptly after being requested to do so, Non-Operator shall provide to Operator all information in its possession or subject to its control as to the title to the natural gas and oil underlying the property subject to such agreement and the rights to explore for, develop, operate, produce and market such natural gas and oil. As to the title to the natural gas and oil underlying the property subject to the Leases and the right to explore for, develop, operate, produce and market such natural gas and oil, Non-Operator represents and warrants to and for the benefit of Operator and its successors and assigns that it will defend such title against every person, corporation or other entity claiming or to claim an interest therein by, through or under Non-Operator, or any member of Non-Operator, or any affiliate of any of them, but not otherwise. Prior to the drilling of a Well, the Operator shall obtain a report, prepared by an attorney or title insurance company licensed to practice or do business in Tennessee, as to whether the lessor(s) of the Lease, and each assignee of such lessor(s) including Non-Operator, are vested with good and marketable title to the rights to explore for, develop, operate, produce and market natural gas and oil on Well Acreage covered by the Lease on which the Well is to be drilled. Without limiting the foregoing, the report will cover, with respect to the Well Acreage covered by the Lease on which the Well is to be drilled, the ownership of the (i) oil and natural gas, (ii) working interests, (iii) royalties, (iv) overriding royalties and (v) other production payments, if any. Promptly after receipt of a report, Operator shall furnish a copy thereof to Non-Operator. If a report reveals defects in title, Operator may, in the exercise of its reasonable judgment, caused to be performed such curative work as Operator deems prudent (including obtaining pooling amendments or agreements) or may decide not to drill a Well on the Well Acreage subject to the report. Operator and Non-Operator shall each be responsible for, and pay, its Proportionate Share of the costs incurred to obtain such reports, and to perform curative work, including costs of abstracts, attorney's ’s fees, title company charges, land broker charges and other related direct charges, provided, however, that Non-Operator shall not be responsible for, and shall not pay, any amount for services rendered by in-house counsel or other personnel of Operator with respect to title to any Well Acreage or any curative work relating thereto. Except as to the warranty of title set forth in the preceding paragraph, neither Operator nor Non-Operator shall have any liability to the other for failure of title or any matter relating thereto.