CLOSING AND WILL ALLOW SELLER AND ITS REPRESENTATIVES
REASONABLE ACCESS TO SUCH RECORDS AT ALL REASONABLE TIMES FOR A PURPOSE
REASONABLY RELATED TO (I) SELLER'S OWNERSHIP OF THE INTEREST IN THE PARTNERSHIP,
(II) THE PERFORMANCE BY SELLER OF ITS OBLIGATIONS, AND THE ENFORCEMENT BY IT OF
ITS RIGHTS, HEREUNDER, OR (III) SELLER'S CONTEST OF THE IMPOSITION OF ANY TAXES
RESULTING FROM ITS OWNERSHIP OF THE INTEREST.
IF BUYER DESIRES TO DISPOSE OF
ANY SUCH RECORDS PRIOR TO THE EXPIRATION OF THE SIX-YEAR PERIOD REFERENCED
ABOVE, BUYER SHALL PROVIDE NOTICE OF SAME TO SELLER, AND SELLER SHALL HAVE A
PERIOD OF 10 BUSINESS DAYS TO DELIVER WRITTEN NOTICE TO BUYER THAT SELLER ELECTS
TO HAVE SUCH RECORDS DELIVERED TO IT (AT THE EXPENSE OF SELLER).
IF SELLER
FAILS TO DELIVER SUCH NOTICE WITHIN THE 10-BUSINESS DAY PERIOD REFERENCED ABOVE,
BUYER SHALL THE RIGHT TO DISPOSE OF THE SUBJECT RECORDS.
SECTION 6.8.
ASSUMPTION.
BUYER WILL, AT CLOSING, BE DEEMED TO HAVE
ASSUMED ANY AND ALL DUTIES, LIABILITIES AND OBLIGATIONS OF SELLER UNDER THE
PARTNERSHIP AGREEMENT, WHETHER ARISING BEFORE, ON OR AFTER THE EFFECTIVE DATE
(THE "ASSUMED OBLIGATIONS").
SECTION 6.9.
COMPLIANCE WITH PARTNERSHIP AGREEMENT.
BUYER, SELLER
AND, BY ITS EXECUTION HEREOF, THE GENERAL PARTNER, AGREE THAT UPON CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREBY, (A) SECTION 9.1 OF THE PARTNERSHIP
AGREEMENT, WHICH DEALS WITH ASSIGNMENTS BY THE LIMITED PARTNERS OF THE
PARTNERSHIP, WILL BE DEEMED TO HAVE BEEN COMPLIED WITH IN ALL RESPECTS, AND (B)
SECTION 9.6 OF THE PARTNERSHIP AGREEMENT (RIGHT OF FIRST OFFER) WILL BE DEEMED
TO HAVE BEEN WAIVED.
SECTION 6.10.
CONVEYANCE OF OVERRIDE.
AT CLOSING, BUYER OR ITS
AFFILIATES (INCLUDING THE GENERAL PARTNER) WILL CAUSE THE PARTNERSHIP TO EXECUTE
AND DELIVER TO SELLER (OR ITS DESIGNEE) THAT CERTAIN CONVEYANCE OF OVERRIDING
ROYALTY INTEREST IN THE FORM ATTACHED HERETO AS EXHIBIT 6.10 (THE "OVERRIDE").
ARTICLE VII
CLOSING CONDITIONS
SECTION 7.1.
CONDITIONS PRECEDENT TO PARTIES' OBLIGATIONS TO CLOSE.
THE OBLIGATION OF SELLER, ON THE ONE HAND, OR BUYER, ON THE OTHER, TO CONSUMMATE
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE SUBJECT TO THE
FULFILLMENT ON OR PRIOR TO THE CLOSING DATE OF EACH OF THE FOLLOWING CONDITIONS:
(A)
NO PROCEEDING (EXCLUDING ANY PROCEEDING INITIATED BY SELLER,
BUYER, THE GENERAL PARTNER OR THE PARTNERSHIP OR ANY OF THEIR RESPECTIVE
AFFILIATES) SHALL, ON THE CLOSING DATE, BE PENDING OR THREATENED SEEKING TO
RESTRAIN, PROHIBIT, OR OBTAIN DAMAGES OR OTHER RELIEF IN CONNECTION WITH THIS
AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
(B)
NO ORDER, WRIT, INJUNCTION OR DECREE SHALL HAVE BEEN ENTERED AND
BE IN EFFECT BY ANY COURT OR ANY GOVERNMENTAL ENTITY OF COMPETENT JURISDICTION,
AND NO STATUTE, RULE, REGULATION
9
OR OTHER REQUIREMENT SHALL HAVE BEEN PROMULGATED OR ENACTED AND BE IN EFFECT,
THAT ON A TEMPORARY OR PERMANENT BASIS RESTRAINS, ENJOINS OR INVALIDATES THE
TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 7.2.
CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS.
THE
OBLIGATION OF SELLER TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT SHALL BE SUBJECT TO THE FULFILLMENT ON OR PRIOR TO THE