INDEPENDENT RESERVE ENGINEERS DATED AS OF THE EFFECTIVE TIME AND THE
CLOSING DATE AND ADDRESSED TO THE UNDERWRITERS IN ANY OFFERING OF SECURITIES FOR
WHICH SUCH COMFORT LETTERS ARE REQUIRED BY UNDERWRITERS WITH REGARD TO CERTAIN
FINANCIAL INFORMATION REGARDING THE ASSETS OR THE RESERVES RELATING TO THE
ASSETS AS THE CASE MAY BE, IN FORM REASONABLY SATISFACTORY TO PURCHASER AND
CUSTOMARY IN SCOPE AND SUBSTANCE FOR "COMFORT" LETTERS DELIVERED BY INDEPENDENT
PUBLIC ACCOUNTANTS AND RESERVE ENGINEERS IN CONNECTION WITH REGISTRATION
STATEMENTS SIMILAR TO PURCHASER'S OR ITS AFFILIATES REGISTRATION STATEMENT AND
TO USE REASONABLE EFFORTS TO CAUSE SELLER'S ACCOUNTANT AND SELLER'S RESERVE
ENGINEER TO CONSENT TO INCLUSION OF THE INFORMATION DESCRIBED IN THIS SECTION
7.15 AND TO BE NAMED IN PURCHASER'S AND ITS AFFILIATES FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION AS IS CUSTOMARY FOR SUCH CONSENTS.
(C)
SELLER SHALL USE REASONABLE EFFORTS TO PROVIDE ANY RELEVANT
HISTORICAL ACCOUNTING OR FINANCIAL INFORMATION IN SELLER'S POSSESSION, CUSTODY
OR CONTROL RELATED TO THE ASSETS THAT PURCHASER MAY REASONABLY REQUEST.
(D)
PURCHASER SHALL BEAR ALL OUT-OF-POCKET COSTS PAID TO ANY THIRD PARTY
FOR PREPARATION OF ANY OF THE ITEMS DESCRIBED IN SECTION 7.15(A), SECTION
7.15(B) AND SECTION 7.15(C) ABOVE.
ARTICLE VIII
CONDITIONS TO CLOSING
SECTION 8.1
CONDITIONS OF SELLER TO CLOSING.
The obligations of Seller to consummate the transactions contemplated by this
Agreement are subject, at the option of Seller, to the satisfaction on or prior
to Closing of each of the following conditions:
(A)
REPRESENTATIONS.
THE REPRESENTATIONS AND WARRANTIES OF PURCHASER
SET FORTH IN ARTICLE 6 SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF
THE DATE OF THIS AGREEMENT AND AS OF THE CLOSING DATE AS THOUGH MADE ON AND AS
OF THE CLOSING DATE;
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(B)
PERFORMANCE.
PURCHASER SHALL HAVE PERFORMED AND OBSERVED, IN ALL
MATERIAL RESPECTS, ALL COVENANTS AND AGREEMENTS TO BE PERFORMED OR OBSERVED BY
IT UNDER THIS AGREEMENT PRIOR TO OR ON THE CLOSING DATE;
(C)
PENDING LITIGATION.
NO SUIT, ACTION OR OTHER PROCEEDING BY A THIRD
PARTY, INCLUDING ANY GOVERNMENTAL BODY, SEEKING TO RESTRAIN, ENJOIN OR OTHERWISE
PROHIBIT THE CONVEYANCE OF THE ASSETS OR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT SHALL BE PENDING;
(D)
DELIVERIES.
PURCHASER SHALL HAVE DELIVERED TO SELLER DULY EXECUTED
COUNTERPARTS OF THE ASSIGNMENT AND BILL OF SALE AND THE OTHER DOCUMENTS AND
CERTIFICATES TO BE DELIVERED BY PURCHASER UNDER SECTION 9.3;
(E)
PAYMENT.
PURCHASER SHALL HAVE PAID THE CLOSING PAYMENT;
(F)
HSR ACT.
ONLY IF APPLICABLE, ANY WAITING PERIOD APPLICABLE TO THE
CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT UNDER THE HSR ACT
SHALL HAVE LAPSED OR TERMINATED (BY EARLY TERMINATION OR OTHERWISE);
(G)
APPROVAL BY BOARD OF DIRECTORS.
PURCHASER SHALL HAVE DELIVERED TO
SELLER EITHER (I) A CERTIFIED COPY OF A RESOLUTION OF THE BOARD OF DIRECTORS OF
PURCHASER WHICH APPROVES THE TERMS OF THIS AGREEMENT, THE EXECUTION OF THIS
AGREEMENT BY PURCHASER, AND THE COMPLETION OF THE TRANSACTION CONTEMPLATED BY
THIS AGREEMENT OR (II) A UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS OF
PURCHASER