(y) Deloitte & Touche LLP (Deloitte), which has audited certain financial statements of the Company and its consolidated subsidiaries, Vine LP and its consolidated subsidiaries, and Brix and Harvest and their consolidated subsidiaries; is an independent public accounting firm with respect to each of such entities within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.
(z) W.D. Von Gonten & Co. (Von Gonten), who has delivered the letter referred to in Section 6(g) hereof, was, as of the date of such report, and is, as of the date hereof, an independent reserve engineer with respect to each of Vine LP, Brix and Harvest.
(aa) To the knowledge of the Company Parties, the oil and natural gas reserve estimates of Vine LP, Brix and Harvest, as of December 31, 2020 and 2019, contained in the Time of Sale Prospectus are derived from reports that have been audited by Von Gonten; and such estimates fairly reflect, in all material respects, the oil and natural gas reserves of each of such entities as of December 31, 2020 and 2019 and are in accordance, in all material respects, with Commission rules and guidelines that are currently in effect for oil and gas producing companies applied on a consistent basis.
(bb) Each of the Company Entities has (i) defensible title to all of their oil and gas properties (including oil and gas wells, producing leasehold interests and appurtenant personal property), title investigations having been carried out by the Company Entities consistent with reasonable practice in the oil and gas industry in the areas in which the Company Entities operate, and (ii) good and marketable title to, or valid rights to lease or otherwise use, all items of real property (other than oil and gas properties) and personal property that are material to the respective businesses of the Company Entities, in each case free and clear of all Liens except those (x) that do not materially interfere with the use made and proposed to be made of such property by the Company Entities or (y) that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
(cc) Each of the Company Entities, directly or indirectly, has such consents, easements, rights-of-way, permits or licenses from each person (collectively, rights-of-way) as are necessary to conduct its business in the manner described in the Registration Statement and the Time of Sale Prospectus, subject to the limitations described in the Registration Statement and the Time of Sale Prospectus, if any, except for (i) qualifications, reservations and encumbrances with respect thereto that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; each of the Company Entities has, or at the Closing Date or the applicable Option Closing Date, as the case may be, will have, fulfilled and performed, in all material respects, its obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that, individually or in the aggregate, would not have a Material Adverse Effect; and none of such rights-of-way contains any restriction that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.