Ownership of the Interests. Subject to Section 13.1 and the other provisions of this Agreement, should Closing occur, Sellers shall be entitled to all of the rights of ownership (including, without limitation, the right to all production, proceeds of production and other proceeds), and shall be subject to the duties and obligations of such ownership attributable to the Interests for the period of time prior to the Effective Time and Buyer shall be entitled to all of the rights of ownership (including, without limitation, the right to all production, proceeds of production and other proceeds) and shall be subject to the duties and obligation of such ownership attributable to the Interests for the period of time from and after the Effective Time. All expenses and costs, including, without limitation, all ad valorem, property, production, severance, and similar taxes and assessments based upon or measured by the ownership of the Interests, the production of hydrocarbons, or the receipt of proceeds therefrom) attributable to the Interests, shall be: (i) paid by or allocated to Sellers if incurred or accruing with respect to operations conducted prior to the Effective Time; or (ii) paid by or allocated to Buyer if incurred or accruing with respect to operations conducted after the Effective Time. All hydrocarbons in storage facilities above or upstream from the pipeline connection to each storage facility, or downstream of delivery point sales meters on gas pipelines, as of the Effective Time, shall belong to Sellers. All of the hydrocarbons placed in such storage facilities or upstream of the aforesaid meters on pipelines after the Effective Time shall belong to Buyer and shall become a part of the Interests. In order to accomplish the foregoing allocation of production, the parties shall rely upon the records maintained by the operator of the relevant Interest, unless such records are demonstrated to be inaccurate.
Ownership of the Interests. The Contributor is the sole record owner of the Holdings Interests to be transferred by the Contributor, free and clear of any Encumbrances and has good and valid title to such Holdings Interests. Holdings is the sole record owner of the Participating Entity Interests, which are held free and clear of any Encumbrances and for which Holdings has good and valid title. Holdings has not assigned its interest under any Purchase Contract to any Person (other than a Participating Entity).
Ownership of the Interests. The Contributor is the sole record owner of the SCP Interests to be transferred by the Contributor, free and clear of any Encumbrances and has good and valid title to such SCP Interests.
Ownership of the Interests. Such Seller is the sole record and beneficial owner of, and has good and valid title to, the Interests set forth opposite such Seller’s name on Schedule 1 hereto, free and clear of any Liens (other than Permitted Liens). Upon delivery of such Seller’s Interests to the Purchaser on the Closing Date and upon payment therefor on the Closing Date in accordance with this Agreement, the Purchaser will acquire such Seller’s Interests free and clear of any Liens (other than Permitted Liens). Such Seller does not hold the Interests set forth opposite such Seller’s name on Schedule 1 in certificated form.
Ownership of the Interests. The Seller holds of record, owns beneficially, and has good, valid and marketable title to the Interests, free and clear of all Liens (other than Liens in effect on or prior to the Closing Date that will be released upon payment of the Purchase Price and restrictions on transfer that may be imposed by state or federal securities Laws).
Ownership of the Interests. The Seller owns the Interests free and clear of any and all Liens (other than transfer restrictions under applicable Laws).
Ownership of the Interests. Assignor is the sole record owner of the Interests, free and clear of any and all liens, claims, charges and encumbrances.
Ownership of the Interests. The Shareholder owns all of his/her/its Interests, free and clear of all liens and encumbrances, and has the absolute right and authority to transfer such Interests to GoIP.
Ownership of the Interests. Seller is the record and beneficial owner of the Interests, and will transfer and deliver to Buyer at the Closing valid title to the Interests, free and clear of any Lien.
Ownership of the Interests. Upon the timely receipt by NGS of the full and complete payment by EnerVest of its Cost Bearing Interest (as hereinafter defined) share of the AFE costs for the First Well, the Second Well, and the Third Well, if any, NGS shall assign, transfer and convey to EnerVest an undivided eighty percent (80%) working interest in and to all depths. Upon the timely receipt by NGS of the full and complete payment by EnerVest of its Cost Bearing Interest share of the AFE costs for the Fourth Well, if any, and Fifth well, if any, NGS shall assign, transfer and convey to EnerVest an undivided eighty percent (80%) working interest in and to all depths between the top and base of the formation equivalent to the producing horizon in the respective offset First or Second Well. In the event NGS elects to nonconsent either the Fourth Well or Fifth Well, the NGS shall assign, transfer and convey to EnerVest an undivided ninety percent (90%) working interest in and to all depths between the top and base of the formation equivalent to the producing horizon in the respective offset Fourth and Fifth Well, as applicable. Any such assignment shall be without warranty of any kind, express or implied, except as to persons claiming by, through, or under NGS but not otherwise. The interest assigned to EnerVest shall be subject to proportionate reduction in the event that the interest owned by NGS covers less than a 100% working interest in the Leases and/or in the event the Leases cover less than the full fee mineral interest in the Lands. Such assignments shall be made free of all liens, or encumbrances arising by, through or under NGS, but not otherwise, except that (i) such assignment shall be made subject to the terms of the Leases and any other instruments pursuant to which NGS acquired its interest in such Leases; and (ii) EnerVest shall bear its proportionate share of any burdens, including any overriding royalty interests, back-ins, or other interests reserved by or granted unto NGS, grantor, or assignor, as the case may be as they exist as of the Effective Date. The Assignment shall be in substantially the same form as Exhibit C. The Party’s ownership in the Leases within a Prospect, after full and complete payment of all AFE costs for each such Prospect shall be as follows: Working Interest Back-in Working Interest After Payout Working Interest EnerVest 80.00 % (18.00 )% 62.00 % NGS 20.00 % 18.00 % 38.00 % Total 100.00 % 0.00 % 100.00 % NGS Nonconsent Election — Fourth and Fift...
