Common use of Documents and Instruments Clause in Contracts

Documents and Instruments. All documents and instruments creating or giving rise to the ▇▇▇▇▇▇▇▇▇ Leasehold Interests and all agreements, contracts, easements, rights-of-way and other surface use rights, and all governmental and tribal licenses, permits, approvals and other authorizations necessary to own, maintain and operate the ▇▇▇▇▇▇▇▇▇ Assets in compliance with applicable laws and in the manner in which they have historically been owned, maintained and operated (all such documents and instruments being herein referred to as the "Material Documents"), in full force and effect and no breach or default exists thereunder. The Material Documents (i) do not subject all or any portion of the ▇▇▇▇▇▇▇▇▇ Assets to any tax partnership or to any obligation requiring a partnership income tax return to be filed under the application of Subchapter K of Chapter 1 of Subtitle A of the Internal Revenue Code, or any similar state statute, and ▇▇▇▇▇▇▇▇▇ has complied with all conditions necessary to maintain a valid election to be excluded from said Subchapter K, and (ii) will not subject the ▇▇▇▇▇▇▇▇▇ Leasehold Interests to any area of mutual interest, non-competition or similar provision restricting ▇▇▇▇▇▇▇▇▇ from independently conducting operations in any geographic area. ▇▇▇▇▇▇▇▇▇ nor, to knowledge of ▇▇▇▇ or ▇▇▇▇▇▇▇, any other party to the Material Documents (x) is in breach or default, or with the lapse of time or the giving of notice, or both, would be in breach or default, with respect to any of its obligations thereunder, or (y) has given or threatened to give notice of any default under, inquiry into any possible default under, or action to alter, terminate, rescind or procure a judicial reformation of any Material Document or any provision thereof. There are no amounts claimed to be due to ▇▇▇▇▇▇▇▇▇ in respect of the ▇▇▇▇▇▇▇▇▇ Assets that are being held in suspense because of a dispute as to title to such ▇▇▇▇▇▇▇▇▇ Assets or for any other reason, and ▇▇▇▇▇▇▇▇▇ is currently being paid its Net Revenue Interest specified on Schedule "K" (▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇") for each unit or well listed thereon without indemnity or guarantee other than those customarily found in division orders and other similar agreements and documents;

Documents and Instruments. All Material documents and instruments creating or giving rise to the ▇▇▇▇▇▇▇▇▇ Leasehold Interests and all Material agreements, contracts, easements, rights-of-way and other surface use rights, and all governmental and tribal licenses, permits, approvals and other authorizations necessary to own, maintain and operate the ▇▇▇▇▇▇▇▇▇ Assets in compliance with applicable laws and in the manner in which they have historically been owned, maintained and operated (all such documents and instruments being herein referred to as the "“Material Documents"”), in full force and effect and no breach or default exists thereunder. The Material Documents (i) do not subject all or any portion of the ▇▇▇▇▇▇▇▇▇ Assets to any tax partnership or to any obligation requiring a partnership income tax return to be filed under the application of Subchapter K of Chapter 1 of Subtitle A of the Internal Revenue Code, or any similar state statute, and ▇▇▇▇▇▇▇▇▇ Sellers has complied with all conditions necessary to maintain a valid election to be excluded from said Subchapter K, and (ii) when assumed by Buyer at Closing, will not subject the ▇▇▇▇▇▇▇▇▇ Leasehold Interests Buyer to any area of mutual interest, non-competition or similar provision restricting ▇▇▇▇▇▇▇▇▇ Buyer from independently conducting operations in any geographic area. ▇▇▇▇▇▇▇▇▇ Except as set forth in Schedule 4.01(i), neither Sellers nor, to knowledge of ▇▇▇▇ or ▇▇▇▇▇▇▇Sellers’ knowledge, any other party to the Material Documents (x) is in breach or default, or with the lapse of time or the giving of notice, or both, would be in breach or default, with respect to any of its obligations thereunder, or (y) has given or threatened to give notice of any default under, inquiry into any possible default under, or action to alter, terminate, rescind or procure a judicial reformation of any Material Document or any provision thereof. There are no amounts claimed to be due to ▇▇▇▇▇▇▇▇▇ Sellers in respect of the ▇▇▇▇▇▇▇▇▇ Assets that are being held in suspense because of a dispute as to title to such ▇▇▇▇▇▇▇▇▇ Assets or for any other reason, and ▇▇▇▇▇▇▇▇▇ Sellers is currently being paid its Net Revenue Interest specified on Schedule "K" (▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇") correct net revenue interest for each unit or well Leasehold Interest listed thereon in Annex “A” without indemnity or guarantee other than those customarily found in division orders and other similar agreements and documents;. As used herein, the term “Material’ means an occurrence or condition that would cause a reduction in the value of the Assets, taken as a whole, of at least One Hundred Thousand Dollars ($100,000).

Documents and Instruments. All To the best of Sellers’ knowledge, all documents and instruments creating or giving rise to the ▇▇▇▇▇▇▇▇▇ and Leasehold Interests and all agreements, contracts, easements, rights-of-way and other surface use rights, and all governmental and tribal licenses, permits, approvals and other authorizations necessary to own, maintain and operate the ▇▇▇▇▇▇▇▇▇ Assets and Leasehold Interests in compliance with applicable laws and in the manner in which they have historically been owned, maintained and operated (all such documents and instruments being herein referred to as the "“Material Documents"”), are in full force and effect and no breach or default exists thereunder. The Material Documents (i) do not subject all or any portion of the ▇▇▇▇▇▇▇▇▇ Assets Leasehold Interests to any tax partnership or to any obligation requiring a partnership income tax return to be filed under the application of Subchapter K of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended (the “Code”), or any similar state statute, and ▇▇▇▇▇▇▇▇▇ has Sellers have complied with all conditions necessary to maintain a valid election to be excluded from said Subchapter K, and (ii) will do not subject the ▇▇▇▇▇▇▇▇▇ Leasehold Interests Companies to any area of mutual interest, non-competition or similar provision restricting ▇▇▇▇▇▇▇▇▇ Buyer from independently conducting operations in any geographic area. ▇▇▇▇▇▇▇▇▇ Except as set forth in Schedule 2.01(n) with respect to expired saltwater disposal agreements, neither of the Companies nor, to knowledge the best of ▇▇▇▇ or ▇▇▇▇▇▇▇Sellers’ knowledge, any other party to the Material Documents (x) is in breach or default, or with the lapse of time or the giving of notice, or both, would be in breach or default, with respect to any of its obligations thereunder, or (y) has given or threatened to give notice of any default under, inquiry into any possible default under, or action to alter, terminate, rescind or procure a judicial reformation of any Material Document or any provision thereof. There are no amounts claimed to be due to ▇▇▇▇▇▇▇▇▇ the Companies in respect of the ▇▇▇▇▇▇▇▇▇ Assets and Leasehold Interests that are being held in suspense because of a dispute as to title to such ▇▇▇▇▇▇▇▇▇ Assets or Leasehold Interests or for any other reason, and ▇▇▇▇the Companies are currently being paid all of the revenues with respect to oil and gas produced and saved from the ▇▇▇▇▇ is currently being paid its Net Revenue Interest specified on Schedule "K" (▇▇▇▇and Leasehold Interests pursuant to divisions orders containing indemnity provisions for the protection of the purchaser, less the revenues the Companies are obligated to distribute to the other owners of interests in the ▇▇▇▇▇ ▇▇▇▇▇") for each unit or well listed thereon without indemnity or guarantee other than those customarily found in division orders and other similar agreements and documents;Leasehold Interests.