RESPECT OF THAT DIVESTITURE IN ACCORDANCE WITH THIS SECTION 2.9,
THEN NO FURTHER EXPLORATION SUCCESS PAYMENTS OR NET PROFIT INTEREST SHALL BE
PAYABLE IN RESPECT OF THAT LICENCE; AND
(IV)
THE PARTIES ACKNOWLEDGE AND AGREE THAT IF THE PURCHASER DIVESTS OF
ONLY PART OF THE PARTICIPATING INTEREST IN A LICENCE AND PAYS TO THE SELLER THE
AMOUNT DUE IN RESPECT OF THAT DIVESTITURE IN ACCORDANCE WITH THIS SECTION 2.9,
THE COMPANY'S SHARE SHALL BE REDUCED ACCORDINGLY AND THE NET PROFIT APPLICABLE
TO NET PROFIT INTEREST PAYABLE IN RESPECT OF THAT LICENCE (IF ANY) SHALL BE
REDUCED ACCORDINGLY.
(B)
THE PARTIES AGREE THAT IF THE PURCHASER ASSIGNS, TRANSFERS OR NOVATES
ANY OR ALL OF THE PARTICIPATING INTERESTS TO A THIRD PARTY (OTHER THAN TO AN
AFFILIATE OF ANY OF THE PARTIES) IN CONSIDERATION FOR:
(I)
THAT THIRD PARTY CARRYING OUT, OR CAUSING TO BE CARRIED OUT,
CERTAIN SPECIFIED SEISMIC, DRILLING, WORK PROGRAM OR OTHER ACTIVITIES IN THE
LICENCE TO WHICH THE PARTICIPATING INTEREST PERTAINS; AND/OR
(II)
THAT THIRD PARTY PAYING THE COMPANY'S PARTICIPATING INTEREST
SHARE OF COSTS AND EXPENSES ASSOCIATED WITH CERTAIN SPECIFIED SEISMIC, DRILLING,
WORK PROGRAM OR OTHER ACTIVITIES IN SUCH LICENCE,
SUCH AN ASSIGNMENT, TRANSFER OR NOVATION OF ANY INTEREST IN EXCESS OF A 50%
PARTICIPATING INTEREST SHALL NOT BE A DIVESTITURE FOR THE PURPOSES OF THIS
AGREEMENT; PROVIDED THAT IF THE PAYMENT DUE BY THE PURCHASER TO THE SELLER UNDER
THIS SECTION 2.9 SHALL RENDER THE RELATED PROJECT UNECONOMIC, THE PARTIES SHALL
AGREE TO NEGOTIATE AN EQUITABLE SETTLEMENT IN LIEU OF SUCH PAYMENT.
THIS
PROVISION SHALL NOT APPLY TO, AND NO PAYMENT SHALL BE DUE UNDER THIS SECTION 2.9
IN RESPECT OF, PARTICIPATING INTERESTS IN RESPECT OF SAMSUN AND TRABZON.
ARTICLE III
WARRANTIES
OF THE SELLER
The Seller hereby warrants to the Purchaser that each of the statements made in
this ARTICLE III
is true and correct as of the date hereof and the Closing
Date:
3.1
LEGAL CAPACITY, ENFORCEABILITY, ABSENCE OF
CERTAIN CLAIMS.
(A)
THE SELLER IS (X) DULY ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS
OF ITS JURISDICTION OF INCORPORATION, AND (Y) HAS THE CORPORATE CAPACITY AND
AUTHORITY AND FULL LEGAL RIGHT TO ENTER INTO THIS AGREEMENT, TO PERFORM ITS
OBLIGATIONS HEREUNDER AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
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(B)
THE ENTERING INTO OF THIS AGREEMENT AND THE PERFORMANCE OF THE
OBLIGATIONS OF THE SELLER HEREUNDER HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
ACTION (CORPORATE OR OTHER) AND PROCEEDINGS, AND THIS AGREEMENT CONSTITUTES THE
VALID AND BINDING OBLIGATION OF THE SELLER, ENFORCEABLE AGAINST IT IN ACCORDANCE
WITH ITS TERMS.
(C)
NO DIRECT OR INDIRECT SHAREHOLDER OF THE COMPANY WHICH IS AN
AFFILIATE OF THE SELLER HAS ANY CLAIM AGAINST THE COMPANY.
3.2
NO CONFLICT OR VIOLATION.
NEITHER THE ENTERING
INTO OF THIS AGREEMENT, NOR THE PERFORMANCE BY THE SELLER OF ITS RESPECTIVE
HEREUNDER, NOR THE CONSUMMATION OF THE TRANSACTIONS PROVIDED FOR HEREBY, DOES OR
WILL:
(A)
CONFLICT WITH OR VIOLATE ANY PROVISION OF THE ORGANIZATIONAL
DOCUMENTS OF THE SELLER; NOR
(B)
CONSTITUTE A MATERIAL