Common use of Basic Documents Clause in Contracts

Basic Documents. To Seller's knowledge, the oil, gas and/or --------------- mineral leases, interests in which comprise parts of the Oil and Gas Properties, and all other material contracts and agreements, licenses, permits and easements, rights-of-way and other rights-of-surface use comprising any part of or otherwise relating to the Properties (such leases and such material contracts, agreements, licenses, permits, easements, rights-of-way and other rights-of-surface use, including any amendments or modifications, being herein called the "Basic Documents"), are in full force and effect and constitute valid and binding obligations of the parties thereto and are enforceable in accordance with their respective terms. To the best of Seller's knowledge, all Basic Documents are disclosed on Schedule 4.7 of the Seller Disclosure Schedule in ------------ connection with the descriptions of the Oil and Gas Properties to which they relate or otherwise in the Seller Disclosure Schedule. To the best of Seller's knowledge, no Partnership is in breach or default (and no situation exists which with the passing of time or giving of notice would create a breach or default) of its obligations under the Basic Documents to which it is a party or any regulations incorporated in or governing same, and (to the best of Seller's knowledge) no breach or default by any third party (or situation which with the passage of time or giving of notice would create a breach or default) exists, to the extent such breach or default (whether by a Partnership or such a third party) could materially adversely affect the ownership, operation, value or use of any Oil and Gas Property of a Partnership after the Effective Date. To the best of Seller's knowledge, all payments (including all delay rentals, royalties, shut-in royalties and valid calls for payment or prepayment under operating agreements) owing under Basic Documents have been and are being made (timely, and before the same became delinquent) by the Partnerships in all material respects (and, where the non-payment of same by a third party could materially adversely affect the ownership, operation, value or use of an Oil and Gas Property after the Effective Date, have been and are being made, to the best knowledge of Seller, by such third parties). For the purposes of the representations contained in this Section (and without limitation of such representations), the non-payment of an amount, or non- performance of an obligation, where such non-payment, or non-performance, could result in the forfeiture or termination of rights of a Partnership under a Basic Document, shall be considered material. To the best of Seller's knowledge, Seller has rights in the Data.

Basic Documents. To Seller's knowledge, the oil, gas and/or --------------- mineral leases, interests in which comprise parts of the Oil and Gas Properties, The Leases and all other material contracts and agreements, licenses, permits and easements, rights-of-way and other rights-of-surface use comprising any part of or otherwise relating to the Properties (such leases and such material contracts, agreements, licenses, permits, easements, rights-of-way and other rights-of-surface use, including any amendments or modifications, use being herein called the "Basic Documents"), are in all material respects in full force and effect and constitute valid and binding obligations of the parties thereto and are enforceable in accordance with their respective termsthereto. To the best of Seller's knowledge, all Basic Documents are disclosed on Schedule 4.7 of the Seller Disclosure Schedule in ------------ connection with the descriptions of the Oil and Gas Properties to which they relate or otherwise in the Seller Disclosure Schedule. To the best of Seller's knowledge, no Partnership is not in breach or default (and no situation exists which with the passing of time or giving of notice would create a breach or default) of its obligations under the Basic Documents to which it is a party Documents; provided that Seller makes no representation or warranty in this Agreement regarding the status of or compliance with maintenance of uniform interest provisions in any regulations incorporated in or governing same, and (to Basic Document. To the best of Seller's knowledge) Knowledge, no breach or default by any third party (or situation which with the passage of time or giving of notice would create a breach or default) exists, to the extent such breach or default (whether by a Partnership Seller or such a third party) could reasonably be expected to materially adversely affect the ownership, operation, value or use of any Oil and Gas Property of a Partnership after the Effective DateTime. To the best of Seller's knowledge’s Knowledge, all payments (including all delay rentals, royalties, shut-in royalties and valid calls for payment or prepayment under operating agreements) owing under the Basic Documents have been and are being made (timely, and before the same became delinquent) by the Partnerships in respective third party operator of the Properties. Schedule 5.16 is a list of all material respects contracts and agreements to which any of the Properties are bound, including (anda) joint operating agreements, where the non-payment of same by a third party could materially adversely affect the ownership, operation, value or use of an Oil and Gas Property after the Effective Date, have been and are being made, to the best knowledge (b) agreements with any Affiliate of Seller, by such third parties). For the purposes (c) any production sales contracts, (d) any agreement of the representations contained in this Section (and without limitation Seller to sell, lease, farmout or otherwise dispose of such representations), the non-payment any of an amount, or non- performance of an obligation, where such non-payment, or non-performance, could result its interests in the forfeiture or termination of Properties other than conventional rights of a Partnership under a Basic Documentreassignment, shall be considered material. To (e) gas balancing agreements, (f) exploration agreements, (g) pooling, unitization or communitization agreement, (h) area of mutual interest agreements and (i) agreements containing seismic licenses, permits and other rights to geological or geophysical data and information directly or indirectly relating to the best of Seller's knowledge, Seller has rights in the DataProperties.

Basic Documents. To Seller's knowledge, the The oil, gas and/or --------------- mineral leases, --------------- interests in which comprise parts of the Oil and Gas Properties, and all other material contracts and agreements, licenses, permits and easements, rights-of-of- way and other rights-of-surface use comprising any part of or otherwise relating to the Properties (such leases and such material contracts, agreements, licenses, permits, easements, rights-of-way and other rights-of-surface use, including any amendments or modifications, being herein called the "Basic Documents"), are in full force and effect and constitute valid and binding obligations of the parties thereto and are enforceable in accordance with their respective terms. To the best of Seller's knowledge, all All Basic Documents are disclosed on Schedule 4.7 of the Seller Disclosure Schedule Exhibit II in ------------ connection ---------- with the descriptions of the Oil and Gas Properties to which they relate or otherwise in the Seller Disclosure Schedule. To the best of Seller's knowledge, no Partnership Seller is not in breach or default (and no situation exists which with the passing of time or giving of notice would create a breach or default) of its obligations under the Basic Documents to which it is a party or any regulations incorporated in or governing same, and (to the best of Seller's knowledge) no breach or default by any third party (or situation which with the passage of time or giving of notice would create a breach or default) exists, to the extent such breach or default (whether by a Partnership Seller or such a third party) could materially adversely affect the ownership, operation, value or use of any Oil and Gas Property of a Partnership Buyer after the Effective Date. To the best of Seller's knowledge, all All payments (including all delay rentals, royalties, shut-in royalties and valid calls for payment or prepayment under operating agreements) owing under Basic Documents have been and are being made (timely, and before the same became delinquent) by the Partnerships Seller in all material respects (and, where the non-payment of same by a third party could materially adversely affect the ownership, operation, value or use of an Oil and Gas Property after the Effective Date, have been and are being made, to the best knowledge of Seller, by such third parties). For the purposes of the representations contained in this Section (and without limitation of such representations), the non-payment of an amount, or non- non-performance of an obligation, where such non-payment, or non-performance, could result in the forfeiture or termination of rights of a Partnership Seller (or Buyer after Closing) under a Basic Document, shall be considered material. To Seller is not a party to any confidentiality agreements relating to the best of Seller's knowledge, Properties. Seller has rights in the DataData and has the power and authority to transfer the Data to Buyer pursuant to this Agreement. After Closing, Buyer shall have the power and authority to use the Data in accordance with the terms of the Basic Documents in connection with the exploration and development of the properties for oil and gas.

Basic Documents. To Seller's knowledge, the oil, gas and/or --------------- mineral leases, interests in which comprise parts of the Oil and Gas Properties, and all other material contracts and agreements, licenses, permits and easements, rights-of-way and other rights-of-surface use comprising any part of or otherwise relating to the Properties (such leases and such material contracts, agreements, licenses, permits, easements, rights-of-way and other rights-of-surface use, including any amendments or modifications, being herein called the "Basic Documents"), are in full force and effect and constitute valid and binding obligations of the parties thereto and are enforceable in accordance with their respective terms. To the best of Seller's knowledge, all Basic Documents are disclosed on Schedule 4.7 of the Seller Disclosure Schedule in ------------ connection with the descriptions of the Oil and Gas Properties to which they relate or otherwise in the Seller Disclosure Schedule. To the best of Seller's knowledge, no Partnership is in breach or default (and no situation exists which with the passing of time or giving of notice would create a breach or default) of its obligations under the Basic Documents to which it is a party or any regulations incorporated in or governing same, and (to the best of Seller's knowledge) no breach or default by any third party (or situation which with the passage of time or giving of notice would create a breach or default) exists, to the extent such breach or default (whether by a Partnership or such a third party) could materially adversely affect the ownership, operation, value or use of any Oil and Gas Property of a Partnership after the Effective Date. To the best of Seller's knowledge, all payments (including all delay rentals, royalties, shut-in royalties and valid calls for payment or prepayment under operating agreements) owing under Basic Documents have been and are being made (timely, and before the same became delinquent) by the Partnerships in all material respects (and, where the non-payment of same by a third party could materially adversely affect the ownership, operation, value or use of an Oil and Gas Property after the Effective Date, have been and are being made, to the best knowledge of Seller, by such third parties). For the purposes of the representations contained in this Section (and without limitation of such representations), the non-payment of an amount, or non- non-performance of an obligation, where such non-payment, or non-performance, could result in the forfeiture or termination of rights of a Partnership under a Basic Document, shall be considered material. To the best of Seller's knowledge, Seller has rights in the Data.

Basic Documents. To Seller's knowledge, the The oil, gas and/or --------------- mineral leases, interests in which MOXY's interest that comprise parts of the Oil and Gas PropertiesSubject Interests, and all other material contracts and agreements, licenses, permits and easements, rights-rights- of-way and other rights-of-surface use rights comprising any part of or otherwise relating to the Properties Subject Interests (for purposes of this Section, such leases and such material contracts, agreements, licenses, permits, easements, rights-of-way and other rights-of-surface use, including any amendments or modifications, rights being herein called the "Basic Documents"), are in full force and effect and constitute valid and binding obligations of the parties thereto thereto. All contracts and agreements that are enforceable in accordance with their respective terms. To the best of Seller's knowledge, all Basic Documents are disclosed on Schedule 4.7 of the Seller Disclosure Schedule Exhibit "A" or Exhibit "B" in ------------ connection with the descriptions of the Oil and Gas Properties Subject Interests to which they relate or otherwise in the Seller Disclosure Schedulerelate. To the best of Seller's knowledge, no Partnership MOXY is not in breach or default (and no situation exists which with the passing of time or giving of notice would create a breach or default) of its obligations under the Basic Documents to which it is a party or any regulations incorporated in or governing sameDocuments, and (to the best of Seller's knowledge) no breach or default by any third party (or situation which with the passage of time or giving of notice would create a breach or default) exists, to the extent such breach or default (whether by a Partnership MOXY or such a third party) could reasonably be expected to materially adversely affect the ownership, operation, value or use of any Oil and Gas Property of a Partnership the Subject Interests after the Effective DateTime. To the best of Seller's knowledge, all All payments (including all delay rentals, royalties, shut-in royalties and valid calls for payment or prepayment under operating agreements) owing under Basic Documents have been and are being made (timely, and before the same became delinquent) by the Partnerships MOXY in all material respects (and, where the non-payment of same by a third party could materially adversely affect the ownership, operation, value or use of an Oil and Gas Property any of the Subject Interests after the Effective DateTime, have been and are being made, to the best knowledge of Seller, made by such third parties). For the purposes of the representations contained in this Section (and without limitation of such representations), the non-payment of an amount, or non- performance of an obligation, where such non-payment, or non-non- performance, could result in the forfeiture or termination of rights of a Partnership MOXY under a Basic Document, shall be considered material. To the best of Seller's knowledge, Seller has rights in the Data.

Basic Documents. To Seller's knowledge, the The oil, gas and/or --------------- mineral leases, Seller's interests in which comprise parts of the Oil and Gas Properties, and all other material contracts and agreements, licenses, permits and easements, rights-of-way and other rights-of-surface use comprising any part of or otherwise relating to the Properties (such leases and such material contracts, agreements, licenses, permits, easements, rights-of-way and other rights-of-surface use, including any amendments or modifications, use being herein called the "Basic Documents"), are in all material respects in full force and effect and constitute valid and binding obligations of the parties thereto and are enforceable in accordance with their respective termsthereto. To the best of Seller's knowledge, all Basic Documents are disclosed on Schedule 4.7 of the Seller Disclosure Schedule in ------------ connection with the descriptions of the Oil and Gas Properties to which they relate or otherwise in the Seller Disclosure Schedule. To the best of Seller's knowledge, no Partnership is not in breach or default (and no situation exists which with the passing of time or giving of notice would create a breach or default) of its obligations under the Basic Documents to which it is a party or any regulations incorporated in or governing sameDocuments, and (to the best of Seller's knowledge) no breach or default by any third party (or situation which with the passage of time or giving of notice would create a breach or default) exists, to the extent such breach or default (whether by a Partnership Seller or such a third party) could reasonably be expected to materially adversely affect the ownership, operation, value or use of any Oil and Gas Property of a Partnership after the Effective Date. To the best of Seller's knowledge, all All payments (including all delay rentals, royalties, shut-in royalties and valid calls for payment or prepayment under operating agreements) owing under Basic Documents have been and are being made (timely, and before the same became delinquent) by the Partnerships in all material respects Seller (and, where the non-payment of same by a third party could materially adversely affect the ownership, operation, value or use of an Oil and Gas Property after the Effective Date, have been and are being made, to the best knowledge of Seller's Knowledge, by such third parties). For the purposes Schedule 4.7 of the representations contained in this Section Seller Disclosure Schedule is a list of all material contracts and agreements to which any of the Oil and Gas Properties are bound, including (and without limitation a) joint operating agreements, (b) agreements with any Affiliate of such representations)Seller, the non-payment (c) any Production Sales Contracts, (d) any agreement of an amountSeller to sell, lease, farmout or non- performance otherwise dispose of an obligation, where such non-payment, or non-performance, could result any of its interests in the forfeiture or termination of Oil and Gas Properties other than conventional rights of a Partnership under a Basic Documentreassignment, shall be considered material. To (e) gas balancing agreements, (f) exploration agreements, (g) pooling, unitization or communitization agreement, (h) area of mutual interest agreements, (i) ▇▇▇▇▇▇ and (j) agreements containing seismic licenses, permits and other rights to geological or geophysical data and information directly or indirectly relating to the best of Seller's knowledge, Seller has rights in the DataOil and Gas Properties.

Basic Documents. To Seller's knowledge, the The oil, gas and/or --------------- mineral leases, and related joint venture agreements and operating agreements, Seller's interests in which comprise parts of the Oil and Gas Properties, and all other material contracts and agreements, licenses, permits and easements, rights-of-way and other rights-of-surface use comprising any part of or otherwise relating to the Properties (such leases and such material contracts, agreements, licenses, permits, easements, rights-of-way and other rights-of-surface use, including any amendments or modifications, use being herein called the "Basic Documents"), are in full force and effect and constitute valid and binding obligations of the parties thereto thereto. All contracts and agreements which are enforceable in accordance with their respective terms. To the best of Seller's knowledge, all Basic Documents are disclosed on Schedule 4.7 of the Seller Disclosure Schedule Property Exhibits in ------------ connection with the descriptions of the Oil and Gas Properties to which they relate or otherwise in the Seller Disclosure Schedulerelate. To the best of Seller's knowledge, no Partnership Seller is not in breach or default (and no situation exists which with the passing of time or giving of notice would create a breach or default) of its obligations under the Basic Documents to which it is a party or any regulations incorporated in or governing sameDocuments, and (to the best of Seller's knowledge) no breach or default by any third party (or situation which with the passage of time or giving of notice would create a breach or default) exists, to the extent such breach or default (whether by a Partnership Seller or such a third party) could reasonably be expected to materially adversely affect the ownership, operation, value or use of any Oil and Gas Property of a Partnership after the Effective Date. To the best of Seller's knowledge, all payments (including all delay rentals, royalties, shut-in royalties and valid calls for payment or prepayment under operating agreements) owing under Basic Documents have been and are being made (timely, and before the same became delinquent) by the Partnerships Seller in all material respects (and, where the non-payment of same by a third party could materially adversely affect the ownership, operation, value or use of an Oil and Gas Property after the Effective Date, have been and are being made, to the best knowledge of Seller's knowledge, by such third parties). For the purposes of the representations contained in this Section (and without limitation of such representations), the non-payment of an amount, or non- non-performance of an obligation, where such non-payment, or non-performance, could result in the forfeiture or termination of rights of a Partnership Seller under a Basic Document, shall be considered material. To the best of Seller's knowledge, Seller has rights in the Data.

Basic Documents. To Seller's knowledgethe Knowledge of the IPP Parties, the oil, gas and/or --------------- mineral leases, the IPP Parties' interests in which comprise parts of the Oil and Gas PropertiesAssets, and all other material contracts and agreements, licenses, permits and easements, rights-of-way and other rights-of-rights of surface use comprising any part of or otherwise relating to the Properties Assets (such leases and such material contracts, agreements, licenses, permits, easements, rights-of-way and other rights-of-rights of surface use, including any amendments or modifications, use being herein called the "Basic Documents"), are in full force and effect and constitute valid and binding obligations of the parties thereto and thereto. All material agreements encumbering the Leases to which the IPP Parties are enforceable in accordance with their respective terms. To a party or by which the best of Seller's knowledge, all Basic Documents IPP Parties are bound are disclosed on Part II of Exhibit A or Schedule 4.7 5.15 (other than agreements for the sale of production described in clauses (b) and (c) of Section 5.15). Except as set forth on Schedule 5.13, to IPP Parties' Knowledge, none of the Seller Disclosure Schedule in ------------ connection with the descriptions of the Oil and Gas Properties to which they relate or otherwise in the Seller Disclosure Schedule. To the best of Seller's knowledge, no Partnership IPP Parties is in breach or default (and no situation exists which with the passing of time or giving of notice would create a breach or default) of its obligations under the Basic Documents to which it is a party or any regulations incorporated in or governing sameand, and (to the best Knowledge of Seller's knowledge) the IPP Parties, no breach or default by any third party (or situation which with the passage of time or giving of notice would create a breach or default) exists, to the extent such breach or default (whether by a Partnership an IPP Party or such a third party) could reasonably be expected to materially adversely affect the ownership, operation, value or use of any Oil and Gas Property of a Partnership Assets after the Effective DateTime. To Except as set forth on Schedule 5.13, to the best Knowledge of Seller's knowledgethe IPP Parties, all payments (including all delay rentals, royalties, shut-in royalties and valid calls for payment or prepayment under operating agreements) owing under the Basic Documents have been and are being made (timely, and before the same became delinquent) by the Partnerships IPP Parties in all material respects (and, where the non-payment of same by a third party could materially adversely affect the ownership, operation, value or use of an Oil and Gas a Property after the Effective DateTime, have been and are being made, to the best knowledge Knowledge of Sellerthe IPP Parties, by such third parties). For the purposes of the representations contained in this Section 5.13 (and without limitation of such representations), the non-payment of an amount, amount or non- non-performance of an obligation, where such non-payment, payment or non-performance, performance could result in the forfeiture or termination of rights of a Partnership the IPP Parties under a Basic Document, shall be considered material. To the best of Seller's knowledge, Seller has rights in the Data.