IN ANY
MATERIAL RESPECT, ANY TERM, CONDITION, OBLIGATION OR LIABILITY WHICH HAS
HERETOFORE ARISEN UNDER THE PROVISIONS OF ANY MATERIAL CONTRACT OR ANY TITLE AND
OPERATING DOCUMENT;
which defaults or failures could reasonably be expected to have a Material
Adverse Effect.
(C)
EXCEPT AS DESCRIBED IN SCHEDULE 4.15(C), NEITHER THE CORPORATION
NOR ANY SUBSIDIARY HAS RECEIVED NOTICE OF DEFAULT UNDER, AND NONE OF THEM IS TO
VENDOR'S KNOWLEDGE IN DEFAULT UNDER, ANY OBLIGATION, AGREEMENT OR DOCUMENT OR
UNDER ANY ORDER, WRIT, INJUNCTION OR DECREE OF ANY GOVERNMENT AUTHORITY, NOR IS
THE CORPORATION OR ANY SUBSIDIARY TO VENDOR'S KNOWLEDGE IN BREACH OF ANY
APPLICABLE LAWS WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
27
(D)
EXCEPT AS DESCRIBED IN SCHEDULE 4.15(D) OR RELATING TO
ENVIRONMENTAL MATTERS DISCLOSED IN ACCORDANCE WITH SECTION 4.14 PRIOR TO THE
DATE HEREOF, NO ACTION BEFORE ANY GOVERNMENT AUTHORITY HAS BEEN COMMENCED OR, TO
VENDOR'S KNOWLEDGE, IS THREATENED, AGAINST THE CORPORATION OR ANY SUBSIDIARY
WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(E)
EXCEPT AS SET FORTH IN SCHEDULE 4.15(E) AND EXCEPT FOR OPERATING
COSTS INCURRED IN THE ORDINARY COURSE OF THE BUSINESS, THERE ARE NO OUTSTANDING
AUTHORIZATIONS FOR EXPENDITURE OR OTHER FINANCIAL COMMITMENTS RESPECTING THE
ASSETS WHICH ARE DUE AS AT THE DATE HEREOF PURSUANT TO WHICH INDIVIDUAL
EXPENDITURES OF GREATER THAN $100,000 MAY BE REQUIRED BY THE CORPORATION OR ANY
SUBSIDIARY AFTER THE CLOSING DATE.
(F)
TO VENDOR'S KNOWLEDGE, ALL AD VALOREM, PROPERTY, ROYALTIES,
PRODUCTION, SEVERANCE AND SIMILAR TAXES BASED ON OR MEASURED BY THE OWNERSHIP OF
THE ASSETS, THE PRODUCTION OF PETROLEUM SUBSTANCES FROM THE ASSETS OR THE
RECEIPT OF PROCEEDS THEREFROM HAVE BEEN PAID AND DISCHARGED.
(G)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISIONS OF
THIS SECTION 4.15, EXCEPT FOR AGREEMENTS THAT CAN BE TERMINATED WITHOUT PENALTY
ON NOTICE OF 90 DAYS OR LESS OR AS SET OUT IN SCHEDULE 4.15(G), NEITHER THE
CORPORATION NOR ANY OF THE SUBSIDIARIES IS A PARTY TO OR BOUND BY ANY MATERIAL:
(I)
CONTRACTS FOR THE SALE OF PETROLEUM SUBSTANCES;
(II)
GAS BALANCING OR SIMILAR AGREEMENTS PERTAINING TO PETROLEUM
SUBSTANCES;
(III)
AGREEMENTS FOR THE TRANSPORTATION, PROCESSING OR DISPOSAL OF
PETROLEUM SUBSTANCES OTHER THAN TITLE AND OPERATING DOCUMENTS; OR
(IV)
TAKE OR PAY ARRANGEMENTS;
relating to the Assets.
(H)
THE CORPORATION AND THE SUBSIDIARIES ARE NOT PARTY TO ANY FUTURES
TRANSACTIONS, EITHER AS PRINCIPAL OR SURETY.
(I)
AFTER CLOSING THERE ARE NO SUPPORT AGREEMENTS OR OTHER SERVICES,
PERSONNEL, ASSETS OR FACILITIES THAT NEED TO BE PROVIDED BY VENDOR OR ANY OF ITS
AFFILIATES IN ORDER FOR THE CORPORATION AND THE SUBSIDIARIES TO BE ABLE TO
CONDUCT THE BUSINESS SUBSTANTIALLY IN THE MANNER AS PRESENTLY CONDUCTED; AND NO
SUCH AGREEMENTS WILL EXIST, IT BEING ACKNOWLEDGED BY PURCHASER THAT VENDOR'S
INSURANCE AND THE MARKETING AGREEMENT, WILL BOTH TERMINATE ON CLOSING.
4.16
MATERIAL OBLIGATIONS
(A)
NEITHER THE CORPORATION NOR ANY SUBSIDIARY IS A PARTY TO OR BOUND
BY ANY AGREEMENT OF ANY NATURE TO ACQUIRE ANY SHARES OR OTHER SECURITIES OF ANY
CORPORATION,