OF PROCESS THEREIN
HAVING BEEN MADE ON BUYER) OR, TO THE KNOWLEDGE OF BUYER, THREATENED (OR PENDING
WITHOUT SERVICE OF PROCESS THEREIN HAVING BEEN MADE ON BUYER) TO WHICH BUYER IS
(OR IS THREATEN TO BE MADE) A PARTY, OTHER THAN ACTIONS WHICH ARE NOT REASONABLY
EXPECTED BY BUYER TO HAVE A MATERIAL ADVERSE EFFECT ON BUYER.
(G)
BROKERAGE FEES AND COMMISSIONS.
NEITHER BUYER NOR ANY AFFILIATE OF BUYER
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 SELLER SHALL INCUR ANY LIABILITY.
(H)
QUALIFIED OWNER.
AT OR PRIOR TO THE TERMINATION OF THE TRANSITION
AGREEMENT, THE COMPANY (I) SHALL BE QUALIFIED UNDER LAW TO OWN THE ASSETS AND
(II) WILL HAVE COMPLIED WITH ALL NECESSARY GOVERNMENTAL BONDING REQUIREMENTS
REQUIRED FOR ITS OWNERSHIP OF THE ASSETS.
(I)
FUNDS.
AS OF THE CLOSING BUYER WILL HAVE SUFFICIENT FUNDS AVAILABLE TO
ENABLE BUYER TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND TO PAY THE
INITIAL ADJUSTED PURCHASE PRICE AND ALL RELATED FEES AND EXPENSES OF BUYER.
(J)
BUYER'S KNOWLEDGE.
BUYER HAS NO KNOWLEDGE OF ANY FACT WHICH RESULTS IN
ANY REPRESENTATION OR WARRANTY OF SELLER IN SECTION 4.1 BEING BREACHED.
IF
AFTER THE DATE OF THIS AGREEMENT, BUYER OBTAINS KNOWLEDGE OF ANY FACT WHICH
RESULTS IN ANY REPRESENTATION OR WARRANTY OF SELLER IN SECTION 4.1 BEING
BREACHED, BUYER WILL PROMPTLY FURNISH SELLER WRITTEN NOTICE THEREOF.
(K)
NO DISTRIBUTION.
BUYER IS AN EXPERIENCED AND KNOWLEDGEABLE INVESTOR IN
THE OIL AND GAS BUSINESS, BUYER IS ABLE TO BEAR THE ECONOMIC RISKS OF ITS
ACQUISITION AND OWNERSHIP OF THE COMPANY AND THE ASSETS, AND BUYER IS CAPABLE OF
EVALUATING (AND HAS EVALUATED) THE MERITS AND RISKS OF THE COMPANY AND THE
ASSETS AND BUYER'S ACQUISITION AND OWNERSHIP THE COMPANY.
PRIOR TO ENTERING
INTO THIS AGREEMENT, BUYER WAS ADVISED BY ITS COUNSEL AND SUCH OTHER PERSONS IT
HAS DEEMED APPROPRIATE CONCERNING THIS AGREEMENT AND HAS RELIED SOLELY ON AN
INDEPENDENT INVESTIGATION AND EVALUATION OF, AND APPRAISAL AND JUDGMENT WITH
RESPECT TO, THE GEOLOGIC AND GEOPHYSICAL CHARACTERISTICS OF THE SUBJECT
INTERESTS, THE ESTIMATED RESERVES RECOVERABLE THEREFROM, AND THE PRICE AND
EXPENSE ASSUMPTIONS APPLICABLE THERETO.
BUYER IS AN "ACCREDITED INVESTOR," AS
SUCH TERM IS DEFINED IN REGULATION D OF THE SECURITIES ACT OF 1933, AS AMENDED,
AND WILL ACQUIRE THE MEMBERSHIP INTERESTS FOR ITS OWN ACCOUNT AND NOT WITH A
VIEW TO A SALE OR DISTRIBUTION THEREOF IN VIOLATION OF THE SECURITIES ACT OF
1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, ANY APPLICABLE STATE
BLUE SKY LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS.
9
(L)
BANKRUPTCY.
THERE ARE NO BANKRUPTCY, REORGANIZATION OR ARRANGEMENT
PROCEEDINGS PENDING AGAINST, BEING CONTEMPLATED BY, OR TO THE KNOWLEDGE OF
BUYER, THREATENED AGAINST BUYER OR ANY AFFILIATE OF BUYER.
ARTICLE V.
ACCESS TO INFORMATION; NO WARRANTY; ETC.
SECTION 5.1
GENERAL ACCESS.
PROMPTLY FOLLOWING THE EXECUTION OF
THIS AGREEMENT AND UNTIL THE CLOSING DATE (OR EARLIER TERMINATION OF THIS
AGREEMENT), SELLER SHALL: