Common use of Organization and Ownership Clause in Contracts

Organization and Ownership. (i) Each Seller is a limited partnership duly organized and validly existing under the laws of the State of Texas, has all requisite power and authority to own its properties and conduct its business as presently conducted and is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably expected to materially and adversely affect such Seller’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and each Seller has the limited partnership or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted. (ii) As of the date of this Agreement, (i) EnCap V owns of record 82,782 shares of Common Stock, (ii) EnCap V-B owns of record 65,539 shares of Common Stock, (iii) EnCap VI owns of record 316,937 shares of Common Stock and (iv) EnCap VI-B owns of record 173,486 shares of Common Stock. Each Seller has good and valid title to the shares of Common Stock owned by such Seller (as identified in the immediately preceding sentence), free and clear of all Liens and, upon delivery of the Purchased Common Stock and payment therefor pursuant to this Agreement, good and valid title to such shares of Purchased Common Stock, free and clear of all Liens, will be transferred to the Purchaser. The shares of Purchased Common Stock are not subject to any prior sale, transfer, assignment or participation by any Seller or any agreement by any Seller to assign, convey, transfer or participate, in whole or in part, and no other Person has any preemptive or similar rights to participate in the sale or transfer of the Purchased Common Stock to the Purchaser.

Organization and Ownership. (i) Each The Seller is a limited partnership duly organized and validly existing under the laws of the State of Texas, has all requisite power and authority to own its properties and conduct its business as presently conducted and is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and where failure to be so qualified would be reasonably expected to materially and adversely affect such the Seller’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and each the Seller has the limited partnership or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted. (ii) As of the date of this Agreement, (i) EnCap V the Seller owns of record 82,782 shares of Common Stock, (ii) EnCap V-B owns of record 65,539 shares of Common Stock, (iii) EnCap VI owns of record 316,937 shares of Common Stock and (iv) EnCap VI-B owns of record 173,486 4,611,808 shares of Common Stock. Each The Seller has good and valid title to the shares of Common Stock owned by such the Seller (as identified in the immediately preceding sentence), free and clear of all Liens and, upon delivery of the Purchased Common Stock and payment therefor pursuant to this Agreement, good and valid title to such shares of Purchased Common Stock, free and clear of all Liens, will be transferred to the Purchaser. The shares of Purchased Common Stock are not subject to any prior sale, transfer, assignment or participation by any the Seller or any agreement by any the Seller to assign, convey, transfer or participate, in whole or in part, and no other Person has any preemptive or similar rights to participate in the sale or transfer of the Purchased Common Stock to the Purchaser.