OF A COST AMOUNT
SPECIFIED IN THE CONTRACT RELATING TO A WELL OUT OF THE REVENUE FROM SUCH WELL
WHERE THE NET REVENUE INTEREST OF THE COMPANY THEREIN WILL BE INCREASED OR
REDUCED WHEN SUCH AMOUNT HAS BEEN RECOVERED.
(GG)
HEDGING TRANSACTIONS.
THERE ARE NO OUTSTANDING HEDGING
TRANSACTIONS AFFECTING THE COMPANY OR THE OIL AND GAS PROPERTIES.
(HH)
BOOKS AND RECORDS.
ALL BOOKS, RECORDS AND FILES OF THE
COMPANY (INCLUDING THE RECORDS AND THOSE PERTAINING TO THE PRODUCTION,
GATHERING, TRANSPORTATION AND SALE OF OIL AND GAS, AND CORPORATE, ACCOUNTING,
FINANCIAL AND EMPLOYEE RECORDS) (A) HAVE BEEN PREPARED, ASSEMBLED AND MAINTAINED
ON A CONSISTENT BASIS IN ACCORDANCE WITH USUAL AND CUSTOMARY POLICIES AND
PROCEDURES, AND (B) FAIRLY AND ACCURATELY REFLECT IN ALL MATERIAL RESPECTS THE
OWNERSHIP, USE, ENJOYMENT AND OPERATION BY THE COMPANY OF ITS ASSETS.
(II)
NON-COMPETITION COMMITMENTS.
THERE ARE NO
AGREEMENTS OR ARRANGEMENTS THAT WILL BE BINDING ON THE COMPANY AFTER CLOSING
THAT LIMIT THE ABILITY OF THE COMPANY TO COMPETE IN ANY LINE OF BUSINESS OR WITH
ANY PERSON IN ANY GEOGRAPHICAL AREA, EXCEPT CUSTOMARY AREA OF MUTUAL INTEREST
PROVISIONS THAT COVER PROPERTIES IN THE IMMEDIATE VICINITY OF THE LANDS SUBJECT
TO SUCH AGREEMENTS, WHICH ARE DESCRIBED ON SCHEDULE 7.1(II).
(JJ)
PREVIOUSLY OWNED PROPERTIES.
TO THE KNOWLEDGE
OF SELLER AND THE COMPANY, THE COMPANY DOES NOT HAVE ANY OBLIGATIONS OR
LIABILITIES, CONTINGENT OR OTHERWISE, WITH RESPECT TO ANY PROPERTIES PREVIOUSLY
OWNED OR LEASED BY COMPANY, BUT NOT CURRENTLY OWNED OR LEASED, EXCEPT FOR SUCH
MATTERS THAT WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT
ON THE COMPANY OR THE OIL AND GAS PROPERTIES.
7.2
SCOPE OF REPRESENTATIONS OF SELLER.
(A)
INFORMATION ABOUT THE OIL AND GAS PROPERTIES.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER DISCLAIMS ALL LIABILITY
AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENTS OR
COMMUNICATIONS (ORALLY OR IN WRITING) TO BUYER REGARDING THE OIL
29
AND GAS PROPERTIES, INCLUDING ANY INFORMATION CONTAINED IN ANY OPINION,
INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO BUYER BY ANY EMPLOYEE,
OFFICER, DIRECTOR, AGENT, CONSULTANT, ENGINEER OR ENGINEERING FIRM,
REPRESENTATIVE, PARTNER, MEMBER, BENEFICIARY, OWNER OR CONTRACTOR OF SELLER
WHEREVER AND HOWEVER MADE, INCLUDING THOSE MADE IN ANY DATA ROOM OR INTERNET
SITE AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS WITH
RESPECT TO THIS AGREEMENT OR ANY CONFIDENTIALITY AGREEMENT PREVIOUSLY EXECUTED
BY THE PARTIES WITH RESPECT TO THE ASSET.
EXCEPT AS SET FORTH IN ARTICLE 7 OF
THIS AGREEMENT, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY
OR IMPLIED, AS TO (I) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY DATA,
INFORMATION OR RECORDS FURNISHED TO BUYER IN CONNECTION WITH THE OIL AND GAS
PROPERTIES; (II) THE PRESENCE, QUALITY AND QUANTITY OF HYDROCARBON RESERVES (IF
ANY) ATTRIBUTABLE TO THE OIL AND GAS PROPERTIES, INCLUDING WITHOUT LIMITATION
SEISMIC DATA AND SELLER'S INTERPRETATION AND OTHER ANALYSIS THEREOF; (III) THE
ABILITY OF THE OIL AND GAS PROPERTIES TO PRODUCE HYDROCARBONS, INCLUDING WITHOUT
LIMITATION PRODUCTION RATES, DECLINE RATES AND RECOMPLETION OPPORTUNITIES;
(IV) IMBALANCE OR PAYOUT ACCOUNT INFORMATION,