ALLOWABLES, OR OTHER REGULATORY
MATTERS; (V) THE PRESENT OR FUTURE VALUE OF THE ANTICIPATED INCOME, COSTS OR
PROFITS, IF ANY, TO BE DERIVED FROM THE OIL AND GAS PROPERTIES; (VI) THE
ENVIRONMENTAL CONDITION OF THE OIL AND GAS PROPERTIES; (VII) ANY PROJECTIONS AS
TO EVENTS THAT COULD OR COULD NOT OCCUR; (VIII) THE TAX ATTRIBUTES OF ANY OIL
AND GAS PROPERTY; (IX) ANY OTHER MATTERS CONTAINED IN OR OMITTED FROM ANY
INFORMATION OR MATERIAL FURNISHED TO BUYER BY SELLER OR OTHERWISE CONSTITUTING A
PORTION OF THE OIL AND GAS PROPERTIES; AND, (X) THE COMPLETENESS OR ACCURACY OF
THE INFORMATION CONTAINED IN ANY EXHIBIT HERETO REGARDING THE OIL AND GAS
PROPERTIES.
ANY DATA, INFORMATION OR OTHER RECORDS FURNISHED BY SELLER
REGARDING THE OIL AND GAS PROPERTIES ARE PROVIDED TO BUYER AS A CONVENIENCE AND
BUYER'S RELIANCE ON OR USE OF THE SAME IS AT BUYER'S SOLE RISK.
(B)
INDEPENDENT INVESTIGATION.
BUYER AGREES THAT
IT HAS, OR BY CLOSING WILL HAVE, MADE ITS OWN INDEPENDENT INVESTIGATION,
ANALYSIS AND EVALUATION OF THE OIL AND GAS PROPERTIES AND THE TRANSACTION
CONTEMPLATED BY THIS AGREEMENT (INCLUDING BUYER'S OWN ESTIMATE AND APPRAISAL OF
THE EXTENT AND VALUE OF THE COMPANY'S OIL AND GAS RESERVES ATTRIBUTABLE TO THE
OIL AND GAS PROPERTIES AND AN INDEPENDENT ASSESSMENT AND APPRAISAL OF THE
ENVIRONMENTAL RISKS AND LIABILITIES ASSOCIATED WITH THE ACQUISITION OF THE OIL
AND GAS PROPERTIES).
BUYER AGREES THAT IT HAS HAD, OR WILL HAVE PRIOR TO
CLOSING, ACCESS TO ALL INFORMATION NECESSARY TO PERFORM ITS INVESTIGATION AND
HAS NOT RELIED AND WILL NOT RELY ON ANY REPRESENTATIONS BY SELLER OTHER THAN
THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.
30
8.
REPRESENTATIONS AND WARRANTIES OF BUYER.
8.1
BUYER'S REPRESENTATIONS AND WARRANTIES.
BUYER
REPRESENTS AND WARRANTS TO SELLER AS FOLLOWS AS OF THE DATE HEREOF AND THE
CLOSING:
(A)
STATUS.
BUYER IS A LIMITED PARTNERSHIP DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
DELAWARE.
(B)
AUTHORITY.
BUYER HAS THE POWER AND AUTHORITY
TO ENTER INTO THIS AGREEMENT, TO CARRY OUT THE TRANSACTIONS CONTEMPLATED HEREBY
AND TO UNDERTAKE ALL OF THE OBLIGATIONS OF BUYER SET OUT IN THIS AGREEMENT.
(C)
VALIDITY OF OBLIGATIONS.
THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL NOT IN ANY RESPECT VIOLATE,
NOR BE IN CONFLICT WITH, ANY PROVISION OF BUYER'S PARTNERSHIP AGREEMENT OR OTHER
GOVERNING DOCUMENTS, OR ANY AGREEMENT OR INSTRUMENT TO WHICH BUYER IS A PARTY OR
IS BOUND, OR ANY JUDGMENT, DECREE, ORDER, STATUTE, RULE OR REGULATION APPLICABLE
TO BUYER (SUBJECT TO GOVERNMENTAL CONSENTS AND APPROVALS CUSTOMARILY OBTAINED
AFTER THE CLOSING).
THIS AGREEMENT AND THE DOCUMENTS EXECUTED AND DELIVERED BY
BUYER IN CONNECTION WITH THE CLOSING SHALL CONSTITUTE LEGAL, VALID AND BINDING
OBLIGATIONS OF BUYER, ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS, SUBJECT,
HOWEVER, TO THE EFFECTS OF BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM
AND OTHER LAWS FOR THE PROTECTION OF CREDITORS, AS WELL AS TO GENERAL PRINCIPLES
OF EQUITY, REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN A
PROCEEDING IN EQUITY OR AT LAW.
(D)
QUALIFICATION