AND THE PARTIES'
RELATIVE INTENT, KNOWLEDGE, ACCESS TO INFORMATION, AND OPPORTUNITY TO CORRECT OR
PREVENT SUCH STATEMENT OR OMISSION.
(C)
ALL INDEMNIFICATION RIGHTS HEREUNDER SHALL SURVIVE THE EXECUTION
AND DELIVERY OF THE TRANSACTION DOCUMENTS AND THE SUBSCRIPTION CONTEMPLATED
HEREIN FOR THE APPLICABLE STATUTE OF LIMITATIONS, NOTWITHSTANDING ANY INQUIRY OR
EXAMINATION MADE FOR OR ON BEHALF OF, OR ANY KNOWLEDGE OF IFC OR THE ACCEPTANCE
BY IFC OF ANY CERTIFICATE OR OPINION.
(D)
IFC SHALL FURNISH TO THE COMPANY SUCH INFORMATION REGARDING IFC
AND THE DISTRIBUTION PROPOSED BY IFC AS THE COMPANY MAY REASONABLY REQUEST IN
WRITING AND AS SHALL BE REASONABLY REQUIRED IN CONNECTION WITH ANY REGISTRATION,
QUALIFICATION OR COMPLIANCE REFERRED TO IN THIS SECTION 6.
SECTION 7.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
ALL REPRESENTATIONS,
WARRANTIES AND AGREEMENTS MADE BY THE COMPANY AND IFC IN THIS AGREEMENT OR IN
ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED PURSUANT HERETO SHALL SURVIVE THE
CLOSING AND ANY INVESTIGATION AND DISCOVERY BY THE COMPANY OR BY IFC, AS THE
CASE MAY BE, MADE AT ANY TIME WITH RESPECT THERETO.
SECTION 8.
MISCELLANEOUS PROVISIONS.
8.1
DELIVERIES.
THE COMPANY AND IFC HEREBY COVENANT AND AGREE TO USE
THEIR RESPECTIVE REASONABLE BEST EFFORTS TO PERFORM EACH OF THEIR OBLIGATIONS
HEREUNDER, TO DELIVER ALL CERTIFICATES AND TO SATISFY ALL OTHER CONDITIONS SET
FORTH IN THIS AGREEMENT AND TO CLOSE THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT ON THE CLOSING DATE.
8.2
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT IS EXECUTED BY, AND SHALL
BE BINDING UPON AND INURE TO THE BENEFIT OF, THE PARTIES HERETO AND EACH OF
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS; PROVIDED, HOWEVER, THAT NEITHER THIS
AGREEMENT NOR ANY RIGHT PURSUANT HERETO NOR INTEREST HEREIN SHALL BE ASSIGNABLE
EXCEPT (A) BY THE COMPANY WITH THE CONSENT OF IFC, (B) BY THE COMPANY IN
CONNECTION WITH A MERGER, CONSOLIDATION OR SALE OF ALL OR SUBSTANTIALLY ALL OF
ITS ASSETS, (C) BY IFC WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY OR (D) THE
ASSIGNMENT OF THE RIGHTS OF IFC SET FORTH IN SECTIONS 5.1 THROUGH 5.6 BY IFC IN
CONNECTION WITH A SALE OR OTHER TRANSFER OF THE SHARES.
NONE OF THE PROVISIONS
OF THIS AGREEMENT SHALL BE FOR THE BENEFIT OF OR ENFORCEABLE BY ANY OTHER
PERSON.
8.3
NOTICES.
ALL NOTICES, DEMANDS AND OTHER COMMUNICATIONS PROVIDED
FOR OR PERMITTED HEREUNDER SHALL BE MADE IN WRITING AND SHALL BE BY REGISTERED
OR CERTIFIED FIRST-CLASS MAIL, RETURN RECEIPT REQUESTED, TELECOPIER, COURIER
SERVICE OR PERSONAL DELIVERY:
20
if to IFC at the following address:
International Finance Corporation
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Facsimile:
+1 (202) 974-4768
Attention:
Director
Oil Gas, Mining and Chemicals Department
if to the Company at the following address:
with a copy to:
BPZ Energy, Inc.
Adams and Reese LLP
580 Westlake Park Blvd., Suite 525
4400 One Houston Center
Houston, Texas 77079
1221 McKinney
Attn: Vice President - Finance and Chief
Houston, Texas 77010
Accounting Officer, Corporate Secretary
Attn: Mark W. Coffin
Fax: (281) 556-6377
Fax: (713) 652-5152
All such notices and