(e) such Encumbrances as the Company (in the case of Encumbrances
with respect to properties or assets of Parent or its Subsidiaries) or Parent (in the case of Encumbrances with respect to properties or assets of the Company or its Subsidiaries), as applicable, may have expressly waived in writing;
(f) all easements, zoning restrictions,
rights-of-way,
servitudes, permits, surface leases and other similar rights in respect of surface operations, and easements for pipelines, streets, alleys, highways,
telephone lines, power lines, railways and other easements and
rights-of-way,
on, over or in respect of any of the properties of the Company or Parent, as applicable, or
any of their respective Subsidiaries, that are customarily granted in the oil and gas industry and do not materially interfere with the operation, value or use of the property or asset affected;
(g) any Encumbrances discharged at or prior to the Effective Time (including Encumbrances securing any Indebtedness
that will be paid off in connection with Closing);
(h) Encumbrances imposed or promulgated by applicable Law or
any Governmental Entity with respect to real property, including zoning, building or similar restrictions; or
(i) Encumbrances, exceptions, defects or irregularities in title, easements, imperfections of title, claims, charges,
security interests,
rights-of-way,
covenants, restrictions and other similar matters that would be accepted by a reasonably prudent purchaser of oil and gas interests,
that would not reduce the net revenue interest share of the Company or Parent, as applicable, or such Partys Subsidiaries, in any Oil and Gas Lease below the net revenue interest share shown in the Company Reserve Report or Parent Reserve
Reports, as applicable, with respect to such lease, or increase the working interest of the Company or Parent, as applicable, or of such Partys Subsidiaries, in any Oil and Gas Lease above the working interest shown on the Company Reserve
Report or Parent Reserve Reports, as applicable, with respect to such lease.
Person
means any individual, partnership,
limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity.
Personal Information
means any information that, alone or in combination with other information held by the Company or any
of its Subsidiaries, identifies or could reasonably be used to identify an individual, and any other personal information that is subject to any applicable Laws.
Proceeding
means any actual or threatened claim (including a claim of a violation of applicable Law or Environmental Law),
cause of action, action, audit, demand, litigation, suit, proceeding, investigation, grievance, citation, summons, subpoena, inquiry, hearing, originating application to a tribunal, arbitration or other proceeding at law or in equity or order or
ruling, in each case whether civil, criminal, administrative, investigative or otherwise, whether in contract, in tort or otherwise, and whether or not such claim, cause of action, action, audit, demand, litigation, suit, proceeding, investigation
grievance, citation, summons, subpoena, inquiry, hearing, originating application to a tribunal, arbitration or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action.
Production Burdens
means any royalties (including lessors royalties), overriding royalties, production payments, net
profit interests or other burdens upon, measured by or payable out of oil, gas or mineral production.
Release
means
any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, dumping, or disposing into the indoor or outdoor environment.
Representatives
means, with respect to any Person, the officers, directors, employees, accountants, consultants, agents,
legal counsel, financial advisors and other representatives of such Person.
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