OTHERWISE, AS TO THE ACCURACY
OR COMPLETENESS OF ANY DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR
MATERIALS NOW, HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO BUYER IN
CONNECTION WITH THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, RELATIVE TO
PRICING ASSUMPTIONS, OR QUALITY OR QUANTITY OF
6
HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE UNIT OR THE ABILITY OR
POTENTIAL OF THE UNIT TO PRODUCE HYDROCARBONS OR ANY OTHER MATTERS CONTAINED IN
ANY MATERIALS FURNISHED OR MADE AVAILABLE TO BUYER BY SELLERS OR BY SELLERS'
AGENTS OR REPRESENTATIVES. ANY AND ALL SUCH DATA, RECORDS, REPORTS, PROJECTIONS,
INFORMATION AND OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED BY SELLERS OR
OTHERWISE MADE AVAILABLE OR DISCLOSED TO BUYER ARE PROVIDED BUYER AS A
CONVENIENCE AND SHALL NOT CREATE OR GIVE RISE TO ANY LIABILITY OF OR AGAINST
SELLERS AND ANY RELIANCE ON OR USE OF THE SAME SHALL BE AT BUYER'S SOLE RISK TO
THE MAXIMUM EXTENT PERMITTED BY LAW.
6.
REPRESENTATIONS AND WARRANTIES OF
BUYER.
BUYER HEREBY REPRESENTS AND WARRANTS TO SELLERS THAT EACH OF THE
FOLLOWING STATEMENTS IS TRUE AND CORRECT AS OF THE DATE OF THIS AGREEMENT AND
THE CLOSING DATE, UNLESS AS OTHERWISE EXPRESSLY STATED HEREIN:
(A)
ORGANIZATION AND GOOD STANDING.
BUYER IS A
CORPORATION DULY FORMED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF
THE STATE OF DELAWARE WITH THE CORPORATE POWER AND AUTHORITY TO OWN ITS
PROPERTIES AND ASSETS AND TO CARRY ON ITS BUSINESS AS IT IS NOW BEING CONDUCTED,
AND IS DULY QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING IN EACH
JURISDICTION IN WHICH ITS OWNERSHIP OF PROPERTY OR THE CONDUCT OF ITS BUSINESS
REQUIRES SUCH QUALIFICATION.
(B)
POWER.
THE BUYER HAS THE REQUISITE
CORPORATE POWER AND AUTHORITY TO EXECUTE, DELIVER AND PERFORM THIS AGREEMENT AND
TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY THE BUYER OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN DULY AND VALIDLY AUTHORIZED BY THE
MANAGER OF BUYER, AND NO OTHER PROCEEDINGS, CONSENT OR ACTIONS ON THE PART OF
THE BUYER ARE NECESSARY TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT BY THE BUYER AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY.
(C)
ENFORCEMENT.
THIS AGREEMENT HAS BEEN DULY
EXECUTED AND DELIVERED BY BUYER AND CONSTITUTES THE LEGAL, VALID AND BINDING
OBLIGATION OF BUYER, ENFORCEABLE AGAINST BUYER IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY THE EFFECT OF APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS
AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY.
(D)
AUTHORIZATION.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY BUYER OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY DO NOT BREACH OR CONSTITUTE A DEFAULT UNDER ANY LOAN OR
PURCHASE AGREEMENT, INDENTURE, MORTGAGE, DEED OF TRUST, LEASE, INSTRUMENT,
CONTRACT OR OTHER AGREEMENT BINDING ON OR AFFECTING BUYER OR ANY OF HIS PROPERTY
OR ASSETS, THE BREACH OF WHICH, EITHER INDIVIDUALLY OR IN THE AGGREGATE, COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON BUYER.
(E)