TO AN
AUDIT, BY A TAXING JURISDICTION.
ARTICLE 14
DOCUMENT RETENTION
14.1
INSPECTION.
AS USED IN THIS ARTICLE 14,
"DOCUMENTS" SHALL MEAN ALL FILES, DOCUMENTS, BOOKS, DATA AND RECORDS DELIVERED
TO PURCHASER BY NOBLE PURSUANT TO THE PROVISIONS OF THIS AGREEMENT, INCLUDING,
BUT NOT LIMITED TO:
FINANCIAL AND TAX ACCOUNTING RECORDS; LAND, TITLE AND
DIVISION OF INTEREST FILES; CONTRACTS; ENGINEERING AND WELL FILES; AND BOOKS AND
RECORDS RELATED TO THE OPERATION OF THE ASSETS DURING THE INTERIM PERIOD.
SUBJECT TO THE PROVISIONS OF SECTION 14.2, PURCHASER AGREES THAT THE DOCUMENTS
SHALL BE OPEN FOR INSPECTION BY REPRESENTATIVES OF NOBLE AT REASONABLE TIMES AND
UPON REASONABLE NOTICE DURING REGULAR BUSINESS HOURS FOR A PERIOD OF 10 YEARS
FOLLOWING THE DATE OF CLOSING (OR FOR SUCH LONGER PERIOD AS MAY BE REQUIRED BY
LAW OR GOVERNMENTAL REGULATION), AND THAT NOBLE MAY DURING SUCH PERIOD AT ITS
EXPENSE MAKE SUCH COPIES THEREOF AS IT MAY REASONABLY REQUEST.
38
14.2
DESTRUCTION.
FOR A PERIOD OF 10 YEARS AFTER THE
DATE OF CLOSING (OR FOR SUCH LONGER PERIOD AS MAY BE REQUIRED BY APPLICABLE
LAW), PURCHASER SHALL NOT DESTROY OR GIVE UP POSSESSION OF ANY ORIGINAL OR FINAL
COPY OF THE DOCUMENTS WITHOUT FIRST OFFERING NOBLE THE OPPORTUNITY (BY DELIVERY
OF WRITTEN NOTICE TO NOBLE AS PROVIDED IN SECTION 17.7, WITH AN ADDITIONAL COPY
OF SUCH NOTICE DELIVERED TO THE ATTENTION OF NOBLE'S TAX DEPARTMENT), AT NOBLE'S
EXPENSE (WITHOUT ANY PAYMENT TO PURCHASER), TO OBTAIN SUCH ORIGINAL OR FINAL
COPY OR A COPY THEREOF.
AFTER THE CONCLUSION OF SUCH PERIOD, PURCHASER SHALL
OFFER TO DELIVER TO NOBLE, AT NOBLE'S EXPENSE (WITHOUT ANY PAYMENT TO
PURCHASER), THE DOCUMENTS PRIOR TO DESTROYING SAME.
ARTICLE 15
INDEPENDENT INVESTIGATION AND DISCLAIMER
15.1
INDEPENDENT INVESTIGATION AND DISCLAIMER.
PURCHASER ACKNOWLEDGES THAT (A) IT HAS HAD ACCESS TO THE ASSETS AND THE
EMPLOYEES OF NOBLE AND (B) IN MAKING THE DECISION TO ENTER INTO THIS AGREEMENT
AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, PURCHASER HAS RELIED SOLELY
ON THE BASIS OF ITS OWN INDEPENDENT INVESTIGATION OF THE ASSETS AND UPON THE
EXPRESS REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS SET FORTH IN THIS
AGREEMENT.
ACCORDINGLY, PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET
FORTH HEREIN, NOBLE HAS NOT MADE, AND NOBLE HEREBY EXPRESSLY DISCLAIMS AND
NEGATES, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS
AGREEMENT, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY
STATUTE, OR OTHERWISE RELATING TO (I) THE CONDITION OF, OR FIELD OR
ADMINISTRATIVE PRACTICES INVOLVING, THE ASSETS (INCLUDING WITHOUT LIMITATION,
ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, OR ENVIRONMENTAL
CONDITION, OR THE CALCULATION OR PAYMENT OF ROYALTY OR SIMILAR OBLIGATIONS),
(II) ANY INFRINGEMENT OF ANY PATENT OR PROPRIETARY RIGHT OF ANY THIRD PARTY, OR
(III) ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO
PURCHASER BY OR ON BEHALF OF NOBLE (INCLUDING, WITHOUT LIMITATION, IN RESPECT OF
GEOLOGICAL, GEOPHYSICAL AND SEISMIC DATA, THE EXISTENCE OR EXTENT OF OIL, GAS OR
OTHER