NO SUBLEASES UNDER THE REAL PROPERTY LEASES AND NONE OF THE REAL PROPERTY
LEASES HAS BEEN ASSIGNED (OTHER THAN COLLATERAL ASSIGNMENTS TO COMPANY'S SENIOR
LENDER WHICH WILL BE RELEASED IN THEIR ENTIRETY AT OR PRIOR TO THE CLOSING),
(III) NO NOTICES OF DEFAULT OR NOTICES OF TERMINATION HAVE BEEN RECEIVED BY THE
COMPANY WITH RESPECT TO THE REAL PROPERTY LEASES WHICH HAVE NOT BEEN WITHDRAWN
OR CANCELED AND (IV) THE COMPANY IS NOT, AND TO THE COMPANY'S AND SELLER'S
KNOWLEDGE, NO OTHER PARTY IS, IN DEFAULT UNDER ANY REAL PROPERTY LEASE.
TO THE
COMPANY'S AND SELLER'S KNOWLEDGE
THERE HAS BEEN NO RECEIPT OF ANY WRITTEN
NOTICE OF A PROCEEDING IN EMINENT DOMAIN OR OTHER SIMILAR PROCEEDING AFFECTING
PROPERTY LISTED ON SCHEDULE 4.19.
4.20
INTENTIONALLY LEFT BLANK.
4.21
TITLE TO OIL AND GAS PROPERTIES.
THE COMPANY NOW HAS AND WILL HAVE
AT CLOSING DEFENSIBLE TITLE TO ALL OIL AND GAS PROPERTIES INCLUDED IN THE
OWNERSHIP INTERESTS.
EACH OIL AND GAS PROPERTY INCLUDED OR REFLECTED IN THE
OWNERSHIP INTERESTS ENTITLES THE COMPANY TO RECEIVE NOT LESS THAN THE UNDIVIDED
INTEREST SET FORTH IN (OR DERIVED FROM) THE OWNERSHIP INTERESTS OF ALL
HYDROCARBONS PRODUCED, SAVED AND SOLD FROM OR ATTRIBUTABLE TO SUCH OIL AND GAS
PROPERTY, AND THE PORTION OF THE COSTS AND EXPENSES OF OPERATION AND DEVELOPMENT
OF SUCH OIL AND GAS PROPERTY THAT IS BORNE OR TO BE BORNE BY THE COMPANY IS NOT
GREATER THAN THE UNDIVIDED INTEREST SET FORTH IN THE OWNERSHIP INTERESTS.
NO
FACT, CIRCUMSTANCE OR CONDITION OF THE TITLE TO AN OIL AND GAS PROPERTY SHALL BE
CONSIDERED TO EFFECT A REDUCTION IN THE VALUE OF THE ASSETS, UNLESS DUE
CONSIDERATION HAS BEEN GIVEN TO (A) THE LENGTH OF TIME THAT SUCH OIL AND GAS
PROPERTY HAS BEEN PRODUCING HYDROCARBONS AND HAS BEEN CREDITED TO AND ACCOUNTED
FOR BY THE COMPANY AND ITS PREDECESSORS IN TITLE, IF ANY, AND (B) WHETHER ANY
SUCH FACT, CIRCUMSTANCE OR CONDITION IS OF THE TYPE THAT CAN GENERALLY BE
EXPECTED TO BE ENCOUNTERED IN THE AREA INVOLVED AND IS USUALLY AND CUSTOMARILY
ACCEPTABLE TO REASONABLE AND PRUDENT OPERATORS, INTEREST OWNERS AND PURCHASERS
ENGAGED IN THE BUSINESS OF THE OWNERSHIP, DEVELOPMENT AND OPERATION OF OIL AND
GAS PROPERTIES. ALL PROCEEDS FROM THE SALE OF THE COMPANY'S SHARE OF THE
HYDROCARBONS BEING PRODUCED FROM ITS OIL AND GAS PROPERTIES ARE CURRENTLY BEING
PAID IN FULL TO THE COMPANY BY THE PURCHASERS THEREOF ON A TIMELY BASIS, AND
NONE OF SUCH PROCEEDS ARE CURRENTLY BEING HELD IN SUSPENSE BY SUCH PURCHASER OR
ANY OTHER PARTY.
15
4.22
ENVIRONMENTAL MATTERS.
EXCEPT AS SET FORTH IN SCHEDULE 4.22 OR IN
THE CASE OF MATTERS WHICH HAVE BEEN RESOLVED TO THE EXTENT REQUIRED BY
ENVIRONMENTAL LAWS AND FOR WHICH NO FURTHER REMEDIATION OBLIGATION OR LIABILITY
UNDER ENVIRONMENTAL LAWS EXISTS:
(A)
THE COMPANY HAS CONDUCTED AND CONTINUES TO CONDUCT ITS BUSINESS
AND OPERATED ITS ASSETS, AND THE CONDITION OF EACH FACILITY AND PROPERTY
CURRENTLY OWNED, LEASED AND OPERATED BY THE COMPANY IS, IN MATERIAL COMPLIANCE
WITH ALL