AGREEMENT OR THE EXECUTION, DELIVERY OR PERFORMANCE BY
SELLER OF THIS AGREEMENT.
4.4
NO CONFLICTS. THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT BY SELLER AND THE CONSUMMATION BY SELLER OF THE
TRANSACTIONS CONTEMPLATED HEREBY WILL NOT CONFLICT WITH OR RESULT IN ANY BREACH
OF, OR GIVE RISE TO RIGHTS OF TERMINATION, AMENDMENT, ACCELERATION OR
CANCELLATION UNDER THE PROVISIONS OF ANY CONTRACT BY WHICH SELLER OR ANY OF ITS
PROPERTIES IS BOUND OR AFFECTED, OR ANY LAW TO WHICH SELLER OR ANY OF ITS
PROPERTIES IS SUBJECT.
4.5
EXCULPATION AMONG SELLERS; RELIANCE ON
ADVISORS. EACH SELLER ACKNOWLEDGES THAT IN MAKING ITS DECISION TO SELL THE
PURCHASED UNITS, IT IS NOT RELYING UPON ANY ADVICE OR INFORMATION FROM ANY OTHER
SELLER OR FROM ANY PERSON, INCLUDING THE COMPANY OR BUYER OR THEIR RESPECTIVE
AFFILIATES. EACH SELLER HAS REVIEWED WITH SUCH SELLER'S OWN TAX ADVISORS THE TAX
CONSEQUENCES OF THE SALE OF THE PURCHASED UNITS AND THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, AND HAS AND WILL RELY SOLELY ON SUCH ADVISORS
AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY, BUYER OR EITHER OF
THEIR RESPECTIVE AFFILIATES. EACH SELLER UNDERSTANDS THAT SUCH SELLER (AND NOT
THE COMPANY OR BUYER) SHALL BE RESPONSIBLE FOR EACH SUCH SELLER'S OWN TAX
LIABILITY THAT MAY ARISE AS A RESULT OF SUCH SELLER'S SALE OF THE PURCHASED
UNITS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH SELLER
ACKNOWLEDGES THAT STOEL RIVES LLP IS LEGAL COUNSEL TO BUYER, WHOSE INTERESTS ARE
IN CONFLICT WITH THOSE OF THE SELLERS, AND THAT STOEL RIVES LLP, AS COUNSEL FOR
BUYER, DOES NOT REPRESENT ANY SELLER OR ANY SELLER'S INTERESTS IN CONNECTION
WITH THE SALE OF THE PURCHASED UNITS, AND THAT EACH SELLER HAS HAD THE
OPPORTUNITY TO OBTAIN ADVICE FROM SELLER'S OWN LEGAL COUNSEL REGARDING THE SALE
OF THE PURCHASED UNITS.
4.6
DISCLOSURE. NO REPRESENTATION OR WARRANTY OF
ANY SELLER IN THIS AGREEMENT OR IN ANY CERTIFICATE, SCHEDULE, STATEMENT OR OTHER
DOCUMENT FURNISHED OR TO BE FURNISHED TO BUYER PURSUANT TO THIS AGREEMENT OR IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT CONTAINS OR WILL
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS OR WILL OMIT TO STATE
ANY MATERIAL FACT REQUIRED TO BE STATED
3
HEREIN OR THEREIN OR NECESSARY TO MAKE THE STATEMENTS HEREIN OR THEREIN NOT
MISLEADING.
5.
REPRESENTATIONS AND WARRANTIES OF BUYER.
BUYER HEREBY REPRESENTS AND WARRANTS TO SELLERS, AS FOLLOWS:
5.1
AUTHORITY; ENFORCEABILITY. BUYER IS A
CORPORATION DULY ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS OF THE STATE OF
NORTH DAKOTA. BUYER HAS THE REQUISITE POWER AND AUTHORITY TO EXECUTE AND DELIVER
THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER, INCLUDING WITHOUT
LIMITATIONS, THE POWER TO PURCHASE THE PURCHASED UNITS AND DELIVER THE PURCHASE
PRICE TO THE SELLERS AS PROVIDED IN THIS AGREEMENT. THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT BY BUYER AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED THEREBY HAVE BEEN DULY AND VALIDLY AUTHORIZED BY ALL REQUISITE
ACTION ON THE PART OF BUYER, AND NO OTHER PROCEEDINGS ON