BY EQUITABLE AT CLOSING PURSUANT TO
SECTIONS 9.2(B) AND 9.2(C) AND IN THE CONVEYANCE, PMOG AND THE COMPANY HAVE MADE
OR CAUSED TO BE MADE SUCH INSPECTIONS AS PMOG AND THE COMPANY DEEM APPROPRIATE,
THE COMPANY IS RECEIVING THE ASSETS, EQUIPMENT AND ALL OTHER TANGIBLE PROPERTY
IN ITS PRESENT STATUS, CONDITION AND STATE OF REPAIR, "AS IS" AND "WHERE IS"
WITH ALL FAULTS.
(C)
ANY REPRESENTATION "TO THE KNOWLEDGE OF EQUITABLE" OR "TO EQUITABLE'S
KNOWLEDGE" IS LIMITED TO MATTERS WITHIN THE ACTUAL CONSCIOUS AWARENESS OF TED
O'BRIEN, LESTER ZITKUS, ANDY MURPHY, SHAWN POSEY, JOHN CENTOFANTI, CHRIS AKERS,
MATT ANKRUM AND PHIL ELLIOTT.
(D)
INCLUSION OF A MATTER ON A SCHEDULE ATTACHED HERETO WITH RESPECT TO A
REPRESENTATION OR WARRANTY THAT ADDRESSES MATTERS HAVING A MATERIAL ADVERSE
EFFECT SHALL NOT BE DEEMED AN INDICATION THAT SUCH MATTER DOES, OR MAY, HAVE A
MATERIAL ADVERSE EFFECT.
MATTERS MAY BE DISCLOSED ON A SCHEDULE FOR PURPOSES OF
INFORMATION ONLY.
AS USED HEREIN, "MATERIAL ADVERSE EFFECT" MEANS ANY CHANGE,
INACCURACY, CIRCUMSTANCE, EVENT, RESULT, OCCURRENCE, CONDITION OR AN ACT (EACH,
AN "EVENT") THAT HAS HAD OR COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT ON THE OWNERSHIP, OPERATION OR VALUE OF THE ASSETS, TAKEN AS A
WHOLE OR THE ABILITY OF EQUITABLE OR PMOG, AS APPLICABLE, TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY OR MEET ITS OBLIGATIONS UNDER THIS AGREEMENT
AND THE DOCUMENTS TO BE EXECUTED HEREUNDER; PROVIDED, HOWEVER, THAT "MATERIAL
ADVERSE EFFECT" SHALL NOT INCLUDE EVENTS RESULTING FROM GENERAL CHANGES IN
HYDROCARBON PRICES; GENERAL CHANGES IN THE HYDROCARBON EXPLORATION AND
PRODUCTION INDUSTRY OR GENERAL ECONOMIC OR POLITICAL CONDITIONS; CIVIL UNREST,
INSURRECTION OR SIMILAR DISORDERS; OR CHANGES IN LAWS.
(E)
SUBJECT TO THE FOREGOING PROVISIONS OF THIS SECTION 4.1 AND THE OTHER
TERMS AND CONDITIONS OF THIS AGREEMENT, EQUITABLE REPRESENTS AND WARRANTS TO
PMOG AND THE COMPANY THE MATTERS SET OUT IN THE REMAINDER OF THIS ARTICLE 4.
SECTION 4.2
EPC.
(A)
EXISTENCE AND QUALIFICATION.
EPC IS A CORPORATION DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA
AND IS DULY QUALIFIED TO DO BUSINESS AS A FOREIGN CORPORATION IN THE
COMMONWEALTH OF VIRGINIA.
(B)
POWER.
EPC HAS THE CORPORATE POWER TO ENTER INTO AND PERFORM THIS
AGREEMENT (AND ALL DOCUMENTS REQUIRED TO BE EXECUTED AND DELIVERED BY EPC AT
CLOSING) AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (AND
SUCH DOCUMENTS).
17
(C)
AUTHORIZATION AND ENFORCEABILITY.
THE EXECUTION, DELIVERY AND PERFORMANCE
OF THIS AGREEMENT BY EPC (AND ALL DOCUMENTS REQUIRED TO BE EXECUTED AND
DELIVERED BY EPC AT CLOSING) AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY, HAVE BEEN DULY AND VALIDLY AUTHORIZED BY ALL
NECESSARY CORPORATE ACTION ON THE PART OF EPC.
THIS AGREEMENT HAS BEEN DULY
EXECUTED AND DELIVERED BY EPC (AND ALL DOCUMENTS REQUIRED TO BE EXECUTED AND
DELIVERED BY EPC AT CLOSING SHALL BE DULY EXECUTED AND DELIVERED BY EPC) AND
THIS AGREEMENT CONSTITUTES (AND AT THE CLOSING SUCH DOCUMENTS SHALL CONSTITUTE)
THE VALID AND BINDING OBLIGATIONS OF