Wells and Equipment Clause Samples

Wells and Equipment. 39 SECTION ▇.▇▇. PROXY STATEMENT...........................................40 SECTION 4.25. GAS IMBALANCES; PREFERENTIAL RIGHTS.......................40 SECTION 4.26. REQUIRED STOCKHOLDER VOTE OR CONSENT......................41 SECTION 4.27. FAIRNESS OPINION..........................................41 SECTION 4.28.

Wells and Equipment. Except as otherwise set forth in SECTION 4.23 of ▇▇▇ ▇isclosure Letter: (a) None of the Wells have overproduced, except where such overproduction individually, ▇▇ in the aggregate with all other such overproduction, would not have a Material Adverse Effect; (b) To the Knowledge of the Company, there have been no material changes proposed in the production allowables for any Wells; (c) All Wells have been drilled and (if completed) compl▇▇▇▇, operated, and pr▇▇▇▇▇d in accordance with good oil and gas field practices and in compliance in all respects with applicable oil and gas leases and applicable Laws, rules, and regulations, except where any failure or violation would not have a Material Adverse Effect; (d) There are no Wells that: (i) Company or any of the Company Subsidia▇▇▇▇ is currently obligated by law or contract to plug and abandon or will be obligated by Law or contract to plug and abandon with the lapse of time or notice or both because the Well is not currently capable of producing in commercial quantities, except for such Wells that will not individually, or in the aggrega▇▇ ▇▇th all other such Wells, result in Company and the Company Subsidiari▇▇ ▇▇curring plugging and abandonment costs (net of salvage value) in an amount in excess of $2,000,000.00 in addition to any plugging and abandonment costs that have been provided for in the Financial Statements; (ii) are subject to exceptions to a requirement to plug and abandon issued by a Governmental Authority having jurisdiction over the Wells; (iii) ▇▇▇▇ been plugged and abandoned but have not been plugged or reclaimed in accordance with all applicable requirements of each Governmental Authority having jurisdiction over such Wells; or (iv) have not been plugged and abandoned and ▇▇▇ ▇ocated on lands which have been sold to a third party but for which the Company has been identified as the operator for such Wells with the regulatory agency having jurisdictio▇ ▇▇▇r such Wells; (e) Proceeds from the sale of Hydrocarbons produced from ▇▇▇ Properties are being received by the Company and the Company Subsidiaries, as applicable, in a timely manner and are not being held by third parties in suspense for any reason (except for amounts individually or in the aggregate, not in excess of $350,000.00 and held in suspense in the ordinary course of business); (f) To the Knowledge of the Company and the Company Subsidiaries, all equipment and machinery currently in use and material of the operation of the Prope...

Wells and Equipment. Except as set forth on Schedule 4.11: (a) all Wells have been drilled and completed within the limits permitted by all applicable Leases and Contracts and no Well is subject to penalties on allowables with regard to time periods after the Effective Date because of any overproduction or any other violation of Laws; (b) all currently producing Wells (and related Equipment) are in an operable state of repair adequate to maintain normal operations in accordance with past practices, ordinary wear and tear excepted; (c) the Properties do not contain any Equipment, Wells, dry holes, or shut in or otherwise inactive wells that (i) any Seller, its Affiliates (or in the case of Properties operated by a Third Party operator, such Third Party operator) is currently obligated by applicable Law to plug, dismantle or abandon, other than wells that have been plugged and abandoned in accordance with all applicable Laws, or (ii) that are neither in use for purposes of production or injection, nor suspended, no temporarily abandoned in accordance with applicable Laws, Contracts or Leases; (d) there are no Assets that have been plugged, dismantled or abandoned by any Seller or any of its Affiliates or, to Seller’s Knowledge, by any Third Party operator, in a manner that does not comply in all material respects with applicable Laws, Leases, Contracts and Permits; (e) Seller has defensible title to, or a valid leasehold interest in, all Equipment and other personal property included in the Assets, free and clear of any liens, encumbrances, obligations, or defects except for Permitted Encumbrances; (f) all Equipment has been maintained in working order and operating condition in all material respects, ordinary wear and tear excepted, and is sufficient for the normal operation of the Assets in all material respects consistent with past practices; (g) Seller has all easements, rights of way, licenses and authorizations, in each case, that are necessary to access, own and operate the Equipment as currently accessed, owned and operated by Seller; and (h) the Equipment constitutes, in all material respects, all of the personal property necessary for the ownership and operation of the Assets as currently owned and operated.