or before the Closing Date of the following
conditions:
8.1
REPRESENTATIONS AND WARRANTIES.
THE
REPRESENTATIONS AND WARRANTIES OF PURCHASER CONTAINED IN ARTICLE 5 SHALL BE TRUE
AND CORRECT, TO THE EXTENT QUALIFIED BY MATERIALITY, IN ALL RESPECTS, AND TO THE
EXTENT NOT SO QUALIFIED, IN ALL MATERIAL RESPECTS, (IN EACH CASE) AS OF THE
CLOSING DATE AS THOUGH MADE ON AND AS OF THAT DATE.
8.2
PERFORMANCE.
PURCHASER SHALL HAVE PERFORMED
IN ALL MATERIAL RESPECTS EACH OF THE OBLIGATIONS, COVENANTS AND AGREEMENTS
REQUIRED HEREUNDER TO BE PERFORMED BY IT AT OR PRIOR TO THE CLOSING.
8.3
OFFICER OR ATTORNEY-IN-FACT CERTIFICATE.
PURCHASER SHALL HAVE DELIVERED TO NOBLE A CERTIFICATE OF AN OFFICER OR
ATTORNEY-IN-FACT, DATED THE DATE OF CLOSING, CERTIFYING ON BEHALF OF PURCHASER
THAT THE CONDITIONS SET FORTH IN SECTIONS 8.1 AND 8.2 HAVE BEEN FULFILLED.
8.4
OPERATORSHIP FORMS.
PURCHASER SHALL HAVE
EXECUTED AND DELIVERED TO NOBLE SUCH FORMS AS MAY BE REQUIRED BY ANY
GOVERNMENTAL ENTITY HAVING JURISDICTION TO EVIDENCE THE CHANGE OF OPERATORSHIP
FROM NOBLE TO PURCHASER ON ALL LEASEHOLD INTERESTS CONSTITUTING A PART OF THE
ASSETS THAT ARE OPERATED BY NOBLE.
8.5
BONDS.
PRIOR TO CLOSING, PURCHASER SHALL
HAVE DELIVERED TO NOBLE EITHER: (A)(I) COPIES OF ANY BONDS, IN FORM AND
SUBSTANCE AND ISSUED AND EXECUTED BY A SURETY SATISFACTORY TO NOBLE AND THE MMS,
COVERING ANY NOBLE OPERATED LEASEHOLD INTERESTS FOR WHICH BONDING IS REQUIRED
UNDER ANY APPLICABLE LAWS OF ANY GOVERNMENTAL ENTITIES HAVING JURISDICTION OVER
THE ASSETS; OR (II) A COMMITMENT BY A SURETY SATISFACTORY TO NOBLE AND THE MMS
TO ISSUE SUCH BONDS SIMULTANEOUSLY WITH CLOSING; AND (B) COPIES OF ANY
SUPPLEMENTAL BONDS REQUIRED BY THE MMS, IN FORM AND SUBSTANCE AND ISSUED AND
EXECUTED BY A SURETY SATISFACTORY TO NOBLE, SUFFICIENT TO SATISFY ALL PLUGGING,
ABANDONMENT AND RESTORATION OBLIGATIONS RELATING TO THE ASSETS.
8.6
INSURANCE.
PURCHASER SHALL HAVE PROCURED
INSURANCE POLICIES PROVIDING THE COVERAGE SET FORTH IN SCHEDULE 8.6.
8.7
CERTIFICATE OF AUTHORITY.
PURCHASER SHALL
DELIVER TO NOBLE A CERTIFICATE OF AUTHORITY DATED AS OF THE CLOSING DATE,
CERTIFYING THAT THE EXECUTION, DELIVERY AND PERFORMANCE OF THE TRANSACTIONS
CONTEMPLATED HEREBY HAVE BEEN DULY AND VALIDLY AUTHORIZED BY ALL REQUISITE
ACTION ON THE PART OF PURCHASER AND THAT THE INDIVIDUAL(S) EXECUTING THE
DOCUMENTS CONTEMPLATED
25
HEREBY HAVE BEEN DULY AND VALIDLY AUTHORIZED TO REPRESENT AND BIND THE PURCHASER
IN CONNECTION THEREWITH.
8.8
EXEMPTION CERTIFICATES.
IF APPLICABLE,
PURCHASER SHALL PROVIDE NOBLE WITH PROPERLY EXECUTED EXEMPTION CERTIFICATES OR
OTHER DOCUMENTATION EVIDENCING THAT THE TRANSFER OF THE ASSETS TO PURCHASER IS
EXEMPT FROM APPLICABLE SALES OR SIMILAR TAXES.
8.9
HSR ACT.
THE CLOSING SHALL BE PERMITTED TO
OCCUR WITHOUT VIOLATION OF THE HSR ACT.
8.10
CASUALTY LOSS OR CONDEMNATION.
NO PORTION OF THE
ASSETS SHALL HAVE BEEN DAMAGED OR DESTROYED BY A CASUALTY OR TAKEN IN
CONDEMNATION OR UNDER RIGHT OF EMINENT DOMAIN WHERE, IN THE EVENT OF A CASUALTY,
THE COST TO REPAIR, REPLACE OR RESTORE THE AFFECTED ASSTS (SUCH COST NOT TO
EXCEED THE ALLOCATED VALUE OF SUCH AFFECTED ASSETS) TO AT LEAST THEIR