AS SET FORTH IN SCHEDULE 4.1(G), SELLER HAS
NO KNOWLEDGE OF ANY MATERIAL VIOLATION BY SELLER OF ANY LAW WITH RESPECT TO THE
ASSETS, PROVIDED THAT, SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, WITH RESPECT TO (I) ANY ENVIRONMENTAL LAW, (II) ANY TAX LAW, EXCEPT AS
SET FORTH IN SECTION 4.1(L), OR (III) SELLER'S TITLE TO THE ASSETS, EXCEPT AS
SET FORTH IN SECTION 4.1(W).
(H)
BROKERAGE FEES AND COMMISSIONS.
NEITHER SELLER NOR ANY AFFILIATE OF
SELLER HAS INCURRED ANY OBLIGATION OR ENTERED INTO ANY AGREEMENT FOR ANY
INVESTMENT BANKING, BROKERAGE OR FINDER'S FEE OR COMMISSION IN RESPECT OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT FOR WHICH BUYER SHALL INCUR ANY
LIABILITY.
5
(I)
BANKRUPTCY.
THERE ARE NO BANKRUPTCY, REORGANIZATION OR ARRANGEMENT
PROCEEDINGS PENDING AGAINST, BEING CONTEMPLATED BY, OR, TO THE KNOWLEDGE OF
SELLER, THREATENED AGAINST SELLER OR ANY AFFILIATE OF SELLER.
(J)
MATERIAL CONTRACTS.
SCHEDULE 4.1(J) SETS FORTH A LIST OF THE FOLLOWING
CONTRACTS, AGREEMENTS OR COMMITMENTS TO WHICH THE ASSETS ARE SUBJECT OR BY WHICH
SELLER IS BOUND WITH RESPECT TO THE ASSETS:
(1)
ANY JOINT OPERATING AGREEMENT, UNITIZATION OR POOLING AGREEMENT, UNIT
OPERATING AGREEMENT, PURCHASE AGREEMENT, FARMIN OR FARMOUT AGREEMENT,
EXPLORATION AGREEMENT, PARTICIPATION AGREEMENT OR SIMILAR AGREEMENT PROVIDING
FOR THE EARNING OF AN INTEREST;
(2)
ANY PARTNERSHIP AGREEMENT, TAX PARTNERSHIP AGREEMENT OR JOINT VENTURE
AGREEMENT;
(3)
ANY AGREEMENT CONTAINING A RIGHT OF FIRST REFUSAL, PREFERENTIAL
PURCHASE RIGHT OR RESTRICTION ON COMPETITION, OR DELINEATING AN AREA OF MUTUAL
INTEREST;
(4)
ANY WRITTEN CONTRACT OR AGREEMENT WITH SELLER OR ANY AFFILIATE OF
SELLER RELATING TO THE ASSETS;
(5)
ANY CONTRACT, AGREEMENT OR COMMITMENT THAT COMMITS SELLER AND ITS
ASSIGNS TO AGGREGATE EXPENDITURES WITH RESPECT TO THE SUBJECT INTERESTS OR OTHER
ASSETS OF MORE THAN $100,000 IN ANY CALENDAR YEAR; EXCLUDING THE SUBJECT
INTERESTS AND ANY CONTRACTS OR AGREEMENTS CREATING INTERESTS OR RIGHTS IN THE
SUBJECT INTERESTS OR IN ANY HYDROCARBON INTERESTS, WELLS OR UNITS;
(6)
ANY CONTRACT, AGREEMENT OR COMMITMENT THAT COMMITS SELLER AND ITS
ASSIGNS TO PURCHASE, SELL, EXCHANGE, PROCESS, TREAT, HANDLE, STORE OR TRANSPORT
ANY HYDROCARBON PRODUCTION ATTRIBUTABLE TO THE SUBJECT INTERESTS; EXCLUDING THE
SUBJECT INTERESTS;
(7)
ANY CONTRACT, AGREEMENT OR COMMITMENT THAT COMMITS SELLER TO GATHER OR
TRANSPORT ANY HYDROCARBON PRODUCTION IN THE PIPELINE SYSTEM; AND
(8)
ANY FUTURE, OPTION, SWAP, HEDGE OR OTHER DERIVATIVE OR ANY COMMITMENT
TO ENTER INTO ANY OF THE SAME (INDIVIDUALLY AND COLLECTIVELY, A "DERIVATIVE").
(K)
COMPLIANCE WITH CONTRACTS.
EXCEPT AS SET FORTH IN SCHEDULE 4.1(K),
NEITHER
SELLER NOR, TO SELLER'S KNOWLEDGE, ANY OTHER PARTY THERETO IS, AS OF
THE DATE HEREOF, IN MATERIAL BREACH OF OR MATERIAL DEFAULT UNDER ANY CONTRACT,
AGREEMENT OR COMMITMENT LISTED IN SCHEDULE 4.1(J), AND THERE DOES NOT EXIST
UNDER ANY PROVISION THEREOF, TO SELLER'S KNOWLEDGE, AS OF THE DATE HEREOF, ANY
EVENT THAT, WITH THE GIVING OF NOTICE OR THE LAPSE OF TIME OR BOTH, WOULD
CONSTITUTE SUCH A BREACH OR DEFAULT.
6
(L)
TAX MATTERS.
EXCEPT FOR TAXES BEING CONTESTED IN CONNECTION WITH THE
MATTERS SET FORTH IN SCHEDULE 4.1(L),