Common use of Interest in Properties Clause in Contracts

Interest in Properties. (a) Although it does not warrant title, Arsenal has no reason to believe that it, or its subsidiaries, does not have title to, or an irrevocable right to produce and sell, the petroleum, natural gas and related hydrocarbons produced and sold by it or its subsidiaries, as applicable (for the purposes of this section, the foregoing are referred to as the "Arsenal Interests") and Arsenal represents and warrants that: (i) neither it nor any of its subsidiaries has received any written notices, and to the knowledge of Arsenal the lessee to whom notices are required to be sent has not received any notices, that any of the leases related to the Arsenal Interests are subject to any accrued drilling or off-set obligations that have not been satisfied or permanently waived; (ii) to the knowledge of Arsenal, none of the Arsenal Interests is subject to reduction or conversion to an interest of any other size or nature by reference to payout of any well or otherwise pursuant to any right or interest created by, through or under Arsenal, except related to bank financing or those arising in the ordinary course of business; and (iii) following the Effective Date, Arsenal or Amalco, as applicable, will be entitled to hold and enjoy the Arsenal Interests without any lawful interruption by any person claiming, by, through or under Arsenal or its applicable subsidiaries; except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have a Material Adverse Effect in respect of Arsenal. (b) Arsenal is not aware of any defects, failures or impairments in its title to its or its subsidiaries' oil and natural gas properties, whether or not an action, suit, proceeding or inquiry is pending or threatened and whether or not discovered by any third party, which in aggregate could have a material adverse effect on: (i) the quantity and pre-tax present worth values of the oil, natural gas or natural gas liquids reserves of Arsenal shown in the Arsenal Reserves Report; (ii) the current production of Arsenal; or (iii) the current cash flow of Arsenal. (c) Neither Arsenal nor any of its subsidiaries has received notice of any default under any of the leases or other title and operating documents, or any other agreement or instrument, pertaining to their respective oil and natural gas assets or properties or to which Arsenal or any of its subsidiaries is, as applicable, a party or bound, except to the extent that such defaults would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Arsenal. (d) To the knowledge of Arsenal: (i) each of Arsenal and its subsidiaries is in good standing under all, and is not in default under any; and (ii) there is no existing condition, circumstance or other matter that constitutes or which, with the passage of time or the giving of notice, would constitute a default under any, leases and other title and operating documents, joint venture agreements, or any other agreements or instruments, pertaining to its oil and natural gas assets or properties to which it is a party or by or to which it or such assets or properties are bound or subject and, to the knowledge of Arsenal, all such leases, title and operating documents, joint venture agreements and other agreements and instruments are in good standing and in full force and effect and, to the knowledge of Arsenal, none of the counterparties to such leases, title and operating documents, joint venture agreements or other agreements and instruments are in default thereunder except to the extent that such defaults would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Arsenal. (e) Except as set forth in the Arsenal Disclosure Letter, none of the oil and natural gas assets or properties of Arsenal are subject to reduction by reference to payout of, or production penalty on, any well or otherwise or to change to an interest of any other size or nature by virtue of or through any right or interest granted by, through or under Arsenal or any of its subsidiaries, except to the extent that all such reductions or changes to an interest would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Arsenal. (f) None of the ▇▇▇▇▇ in which Arsenal or any of its subsidiaries holds an interest has been produced in excess of applicable production allowables imposed under any Applicable Laws by any Governmental Authority and Arsenal does not have any knowledge of any pending change in production allowables imposed under any Applicable Laws by any Governmental Authority that may be applicable to any of the ▇▇▇▇▇ in which it or any of its subsidiaries holds an interest, other than changes of general application in the jurisdiction in which such ▇▇▇▇▇ are located and in each case except to the extent that such non-compliance or changes would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Arsenal. (g) Arsenal has not received notice of any production penalty or similar production restriction of any nature imposed or to be imposed by any Governmental Authority and, to the knowledge of Arsenal, none of the ▇▇▇▇▇ in which it or any of its subsidiaries holds an interest is subject to any such penalty or restriction except to the extent that any such penalty or restriction would not reasonably be expected to have a Material Adverse Effect in respect of Arsenal. (h) All ▇▇▇▇▇ located on any lands in which Arsenal or any of its subsidiaries has an interest, or lands with which such lands have been pooled or unitized, which have been abandoned, have been abandoned in accordance, in all material respects, with Applicable Laws regarding the abandonment of ▇▇▇▇▇. (i) Except as set forth in the Arsenal Disclosure Letter, Arsenal has not: (i) alienated or encumbered its oil and natural gas assets or any part or portion thereof; (ii) committed and is not aware of their having been committed any act or omission whereby such assets or any part or portion thereof may be cancelled or determined, and such assets are now free and clear of all liens, royalties (including gross overriding royalties), conversion rights and other claims of third parties, created by, through or under Arsenal or of which Arsenal has knowledge. (j) All ad valorem, property, production, severance and similar Taxes and assessments based on or measured by the ownership of property or the production of hydrocarbon substances, or the receipt of proceeds therefrom, payable in respect of the oil and natural gas assets and properties of Arsenal or any of its subsidiaries prior to the date hereof have been properly and fully paid and discharged, and there are no unpaid Taxes or assessments that could result in a lien or charge on the oil and natural gas assets and properties of Arsenal or any of its subsidiaries, except where the failure to pay such Taxes or assessments or the imposition of such liens or charges would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Arsenal.

Interest in Properties. (a) Although it does not warrant title, Arsenal Lone Pine has no reason to believe that it, or its subsidiariessubsidiary, does not have title to, or an irrevocable right to produce and sell, the petroleum, natural gas and related hydrocarbons produced and sold by it or its subsidiariessubsidiary, as applicable (for the purposes of this section, the foregoing are referred to as the "Arsenal Lone Pine Interests") and Arsenal Lone Pine represents and warrants that: (i) neither it nor any of its subsidiaries subsidiary has received any written notices, and to the knowledge of Arsenal Lone Pine the lessee to whom notices are required to be sent has not received any notices, that any of the leases related to the Arsenal Lone Pine Interests are subject to any accrued drilling or off-set obligations that have not been satisfied or permanently waived; (ii) to the knowledge of ArsenalLone Pine, none of the Arsenal Lone Pine Interests is subject to reduction or conversion to an interest of any other size or nature by reference to payout of any well or otherwise pursuant to any right or interest created by, through or under ArsenalLone Pine, except related to bank financing or those arising in the ordinary course of business; and (iii) following the Effective Date, Arsenal Lone Pine or Amalco, as applicable, will be entitled to hold and enjoy the Arsenal Lone Pine Interests without any lawful interruption by any person claiming, by, through or under Arsenal Lone Pine or its applicable subsidiariessubsidiary; except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have a Material Adverse Effect in respect of ArsenalLone Pine. (b) Arsenal Lone Pine is not aware of any defects, failures or impairments in its title to its or its subsidiaries' subsidiary's oil and natural gas properties, whether or not an action, suit, proceeding or inquiry is pending or threatened and whether or not discovered by any third party, which in aggregate could have a material adverse effect on: (i) the quantity and pre-tax present worth values of the oil, natural gas or natural gas liquids reserves of Arsenal Lone Pine shown in the Arsenal Lone Pine Reserves Report; (ii) the current production of ArsenalLone Pine; or (iii) the current cash flow of ArsenalLone Pine. (c) Neither Arsenal Lone Pine nor any of its subsidiaries subsidiary has received notice of any default under any of the leases or other title and operating documents, or any other agreement or instrument, pertaining to their respective oil and natural gas assets or properties or to which Arsenal Lone Pine or any of its subsidiaries subsidiary is, as applicable, a party or bound, except to the extent that such defaults would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of ArsenalLone Pine. (d) To the knowledge of ArsenalLone Pine: (i) each of Arsenal Lone Pine and its subsidiaries subsidiary is in good standing under all, and is not in default under any; and (ii) there is no existing condition, circumstance or other matter that constitutes or which, with the passage of time or the giving of notice, would constitute a default under any, leases and other title and operating documents, joint venture agreements, or any other agreements or instruments, pertaining to its oil and natural gas assets or properties to which it is a party or by or to which it or such assets or properties are bound or subject and, to the knowledge of ArsenalLone Pine, all such leases, title and operating documents, joint venture agreements and other agreements and instruments are in good standing and in full force and effect and, to the knowledge of ArsenalLone Pine, none of the counterparties to such leases, title and operating documents, joint venture agreements or other agreements and instruments are in default thereunder except to the extent that such defaults would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of ArsenalLone Pine. (e) Except as set forth in the Arsenal Disclosure Letter, none None of the oil and natural gas assets or properties of Arsenal Lone Pine are subject to reduction by reference to payout of, or production penalty on, any well or otherwise or to change to an interest of any other size or nature by virtue of or through any right or interest granted by, through or under Arsenal Lone Pine or any of its subsidiariessubsidiary, except to the extent that all such reductions or changes to an interest would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of ArsenalLone Pine. (f) None of the ▇▇▇▇▇ in which Arsenal Lone Pine or any of its subsidiaries subsidiary holds an interest has been produced in excess of applicable production allowables imposed under any Applicable Laws by any Governmental Authority and Arsenal Lone Pine does not have any knowledge of any pending change in production allowables imposed under any Applicable Laws by any Governmental Authority that may be applicable to any of the ▇▇▇▇▇ in which it or any of its subsidiaries subsidiary holds an interest, other than changes of general application in the jurisdiction in which such ▇▇▇▇▇ are located and in each case except to the extent that such non-non- compliance or changes would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of ArsenalLone Pine. (g) Arsenal Lone Pine has not received notice of any production penalty or similar production restriction of any nature imposed or to be imposed by any Governmental Authority and, to the knowledge of ArsenalLone Pine, none of the ▇▇▇▇▇ in which it or any of its subsidiaries subsidiary holds an interest is subject to any such penalty or restriction except to the extent that any such penalty or restriction would not reasonably be expected to have a Material Adverse Effect in respect of ArsenalLone Pine. (h) All ▇▇▇▇▇ located on any lands in which Arsenal Lone Pine or any of its subsidiaries subsidiary has an interest, or lands with which such lands have been pooled or unitized, which have been abandoned, have been abandoned in accordance, in all material respects, with Applicable Laws regarding the abandonment of ▇▇▇▇▇. (i) Except as set forth in the Arsenal Disclosure Letter, Arsenal has not: (i) alienated or encumbered its oil and natural gas assets or any part or portion thereof; (ii) committed and is not aware of their having been committed any act or omission whereby such assets or any part or portion thereof may be cancelled or determined, and such assets are now free and clear of all liens, royalties (including gross overriding royalties), conversion rights and other claims of third parties, created by, through or under Arsenal or of which Arsenal has knowledge. (j) All ad valorem, property, production, severance and similar Taxes and assessments based on or measured by the ownership of property or the production of hydrocarbon substances, or the receipt of proceeds therefrom, payable in respect of the oil and natural gas assets and properties of Arsenal Lone Pine or any of its subsidiaries subsidiary prior to the date hereof have been properly and fully paid and discharged, and there are no unpaid Taxes or assessments that could result in a lien or charge on the oil and natural gas assets and properties of Arsenal Lone Pine or any of its subsidiariessubsidiary, except where the failure to pay such Taxes or assessments or the imposition of such liens or charges would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of ArsenalLone Pine.