REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO (I) TITLE TO
ANY OF THE ASSETS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE
MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY
GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE ASSETS, (III) THE
QUANTITY,
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QUALITY OR RECOVERABILITY OF PETROLEUM SUBSTANCES, (IV) ANY ESTIMATES OF THE
VALUE OF THE ASSETS OR FUTURE REVENUES GENERATED BY THE ASSETS, (V) THE
PRODUCTION OF PETROLEUM SUBSTANCES FROM THE ASSETS, (VI) THE MAINTENANCE,
REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE ASSETS,
(VII) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS,
BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, (VIII) ANY OTHER
MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO
PURCHASER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS,
REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, AND FURTHER
DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR
SAMPLES OF MATERIALS OF ANY EQUIPMENT IT BEING EXPRESSLY UNDERSTOOD AND AGREED
BY THE PARTIES HERETO THAT PURCHASER SHALL BE DEEMED TO BE OBTAINING EQUIPMENT
IN ITS PRESENT STATUS, CONDITION AND STATE OF REPAIR, "AS IS" AND "WHERE IS"
WITH ALL FAULTS AND THAT PURCHASER HAS MADE OR CAUSED TO BE MADE SUCH
INSPECTIONS AS PURCHASER DEEMS APPROPRIATE, OR (IX) ANY IMPLIED OR EXPRESS
WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT.
(C)
ANY REPRESENTATION "TO THE KNOWLEDGE OF SELLER" OR "TO SELLER'S
KNOWLEDGE" IS LIMITED TO MATTERS WITHIN THE ACTUAL KNOWLEDGE OF THE OFFICERS OR
MANAGEMENT (INCLUDING THOSE WITH TITLES OF "MANAGER", "VICE PRESIDENT" AND
"PRESIDENT") OF SELLER. "ACTUAL KNOWLEDGE" FOR PURPOSES OF THIS AGREEMENT MEANS
INFORMATION ACTUALLY PERSONALLY KNOWN OR INFORMATION WHICH SHOULD HAVE BEEN
ASCERTAINED HAD A REASONABLE INQUIRY OR INVESTIGATION BEEN UNDERTAKEN. THE
STANDARD OF REASONABLENESS IS THAT WHICH WOULD BE EXERCISED BY A REASONABLY
PRUDENT PERSON WHO HAS BEEN ADVISED THAT THE PERSON IS EXPECTED TO MAKE
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO CONDITIONS AND INFORMATION
RELATING TO PROPERTIES WHICH ARE TO BE CONVEYED.
(D)
SUBJECT TO THE FOREGOING PROVISIONS OF THIS SECTION 5.1, AND THE
OTHER TERMS AND CONDITIONS OF THIS AGREEMENT, SELLER REPRESENTS AND WARRANTS TO
PURCHASER THE MATTERS SET OUT IN SECTIONS 5.2 THROUGH 5.16.
Section 5.2
Existence and Qualification.
Seller is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and is duly qualified to do business as
a foreign corporation where the Assets are located, except where the failure to
so qualify would not have a Material Adverse Effect.
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Section 5.3
Power.
Seller has the corporate power to enter into and perform this Agreement and
consummate the transactions contemplated by this Agreement.
Section 5.4
Authorization and Enforceability.
The execution, delivery and performance of this Agreement, and the performance
of the transactions contemplated hereby, have been duly and validly authorized