PROPERTIES, EXCEPT AS SET
FORTH IN SCHEDULE 7.1(E), THERE ARE NO OUTSTANDING CALLS OR PAYMENTS UNDER
AUTHORITIES FOR EXPENDITURES FOR PAYMENTS RELATING TO THE OIL AND GAS PROPERTIES
WHICH ARE DUE OR WHICH THE COMPANY HAS COMMITTED TO MAKE WHICH HAVE NOT BEEN
MADE.
(F)
CONTRACTUAL RESTRICTIONS.
THE COMPANY HAS NOT
ENTERED INTO ANY CONTRACTS FOR OR RECEIVED PREPAYMENTS, TAKE-OR-PAY
ARRANGEMENTS, BUYDOWNS, BUYOUTS FOR OIL AND GAS, OR STORAGE OF THE SAME RELATING
TO THE OIL AND GAS PROPERTIES WHICH THE COMPANY SHALL BE OBLIGATED TO HONOR
AFTER CLOSING AND MAKE DELIVERIES OF OIL AND GAS WITHOUT RECEIVING FULL PAYMENT
THEREFOR OR PAY REFUNDS OF AMOUNTS PREVIOUSLY PAID UNDER SUCH CONTRACTS OR
ARRANGEMENTS.
(G)
LITIGATION.
EXCEPT AS SET FORTH IN
SCHEDULE 7.1(G), THERE IS NO SUIT, ACTION OR PROCEEDING PENDING OR, TO SELLER'S
KNOWLEDGE, THREATENED AGAINST SELLER, THE COMPANY OR THE OIL AND
22
GAS PROPERTIES THAT COULD HAVE AN ADVERSE AFFECT UPON THE COMPANY OR THE
OWNERSHIP, OPERATION OR VALUE OF ANY OF THE OIL AND GAS PROPERTIES.
(H)
PERMITS AND CONSENTS.
THE COMPANY HAS
(I) ACQUIRED ALL MATERIAL PERMITS, LICENSES, APPROVALS AND CONSENTS FROM
APPROPRIATE GOVERNMENTAL BODIES, AUTHORITIES AND AGENCIES TO CONDUCT ITS
BUSINESS AND TO OWN, USE AND OPERATE THE OIL AND GAS PROPERTIES AND ITS OTHER
ASSETS IN COMPLIANCE WITH APPLICABLE LAWS, RULES, REGULATIONS, ORDINANCES AND
ORDERS; AND (II) IS IN MATERIAL COMPLIANCE WITH ALL SUCH PERMITS, LICENSES,
APPROVALS AND CONSENTS.
(I)
BROKER'S FEES.
NEITHER THE COMPANY NOR
SELLER HAS INCURRED ANY OBLIGATION OR LIABILITY, CONTINGENT OR OTHERWISE, FOR
BROKERS' OR FINDERS' FEES IN RESPECT OF THE MATTERS PROVIDED FOR IN THIS
AGREEMENT FOR WHICH THE COMPANY OR BUYER SHALL HAVE ANY RESPONSIBILITY.
(J)
TAXES.
THE COMPANY HAS FILED ALL FEDERAL,
STATE, LOCAL AND FOREIGN TAX RETURNS AND REPORTS REQUIRED TO BE FILED BY IT AND
HAS PAID AND DISCHARGED, OR ESTABLISHED ADEQUATE RESERVES FOR, ALL TAXES SHOWN
AS DUE THEREON OR OTHERWISE OWED BY THE COMPANY WHEN DUE (INCLUDING WITHOUT
LIMITATION ALL PROPERTY TAXES, SEVERANCE TAXES, INCOME, GROSS RECEIPTS, PAYROLL,
EMPLOYMENT, EXCISE, FRANCHISE, WITHHOLDING, SOCIAL SECURITY, UNEMPLOYMENT,
DISABILITY, SALES, USE, TRANSFER OR OTHER TAXES), AND HAS MADE ALL REQUIRED
ESTIMATED TAX DEPOSITS, OTHER THAN SUCH PAYMENTS AS ARE BEING CONTESTED IN GOOD
FAITH BY APPROPRIATE PROCEEDINGS.
NO TAXING AUTHORITY OR AGENCY IS NOW
ASSERTING OR, TO THE BEST KNOWLEDGE OF THE COMPANY AND THE SELLERS, THREATENING
TO ASSERT AGAINST THE COMPANY ANY DEFICIENCY OR CLAIM FOR ADDITIONAL TAXES OR
INTEREST THEREON OR PENALTIES IN CONNECTION THEREWITH.
THE COMPANY HAS NOT
GRANTED ANY WAIVER OF ANY STATUTE OF LIMITATIONS WITH RESPECT TO, OR ANY
EXTENSION OF A PERIOD FOR THE ASSESSMENT OF, ANY FEDERAL, STATE, COUNTY,
MUNICIPAL OR FOREIGN INCOME TAX.
(K)
MATERIAL AGREEMENTS.
(I)
TO THE BEST OF SELLER'S AND COMPANY'S KNOWLEDGE, ALL
MATERIAL CONTRACTS, LEASES, PLANS AND OTHER ARRANGEMENTS TO WHICH THE COMPANY IS
A PARTY OR BY WHICH IT OR ITS ASSETS, INCLUDING WITHOUT LIMITATION THE OIL AND
GAS PROPERTIES, ARE BOUND OR SUBJECT TO, ARE LISTED ON
SCHEDULE 7.1(K) ("MATERIAL AGREEMENTS").