FACILITY AND PROPERTY CURRENTLY
OWNED, LEASED AND OPERATED BY SELLER IS, IN MATERIAL COMPLIANCE WITH ALL
ENVIRONMENTAL LAWS;
(II)
SELLER HAS NOT BEEN NOTIFIED BY ANY GOVERNMENTAL AUTHORITY OR
OTHER THIRD PARTY THAT ANY OF THE OPERATIONS OR ASSETS OF THE SELLER IS THE
SUBJECT OF ANY INVESTIGATION OR INQUIRY BY ANY GOVERNMENTAL AUTHORITY EVALUATING
WHETHER ANY MATERIAL REMEDIAL ACTION IS NEEDED TO RESPOND TO A RELEASE OR
THREATENED RELEASE OF ANY HAZARDOUS MATERIAL OR TO THE IMPROPER STORAGE OR
DISPOSAL (INCLUDING STORAGE OR DISPOSAL AT OFFSITE LOCATIONS) OF ANY HAZARDOUS
MATERIAL WHERE SUCH INVESTIGATION OR INQUIRY REMAINS UNRESOLVED AS OF THE DATE
HEREOF;
(III)
NEITHER SELLER NOR, TO SELLER'S KNOWLEDGE, ANY OTHER PERSON HAS
FILED ANY NOTICE UNDER ANY FEDERAL, STATE OR LOCAL LAW INDICATING THAT (I) THE
SELLER IS RESPONSIBLE FOR THE IMPROPER RELEASE INTO THE ENVIRONMENT, OR THE
IMPROPER STORAGE OR DISPOSAL, OF ANY HAZARDOUS MATERIAL, OR (II) ANY HAZARDOUS
MATERIAL IS IMPROPERLY STORED OR DISPOSED OF UPON ANY PROPERTY OF THE SELLER;
(IV)
SELLER DOES NOT HAVE ANY MATERIAL CONTINGENT LIABILITY IN
CONNECTION WITH (I) THE RELEASE OR THREATENED RELEASE INTO THE ENVIRONMENT AT,
BENEATH OR ON ANY OF THE OIL AND GAS PROPERTIES, OR (II) THE STORAGE OR DISPOSAL
OF ANY HAZARDOUS MATERIAL;
(V)
SELLER HAS NOT RECEIVED ANY CLAIM, COMPLAINT, NOTICE, INQUIRY OR
REQUEST FOR INFORMATION WITH RESPECT TO ANY ALLEGED VIOLATION OF ANY
ENVIRONMENTAL LAW OR REGARDING POTENTIAL LIABILITY UNDER ANY ENVIRONMENTAL LAW
RELATING TO OPERATIONS OR CONDITIONS OF ANY FACILITY OR PROPERTY (INCLUDING OFF
SITE STORAGE OR DISPOSAL OF ANY HAZARDOUS MATERIAL FROM SUCH FACILITIES OR
PROPERTY) CURRENTLY OR FORMERLY OWNED, LEASED OR OPERATED BY THE SELLER;
(VI)
NONE OF THE OIL AND GAS PROPERTIES IS LISTED ON FEDERAL OR STATE
LIST AS SITES REQUIRING INVESTIGATION OR CLEANUP;
(VII)
SELLER IS NOT DIRECTLY TRANSPORTING AND IS NOT DIRECTLY ARRANGING
FOR THE TRANSPORTATION OF, ANY HAZARDOUS MATERIAL TO ANY LOCATION WHICH IS
LISTED ON ANY FEDERAL OR STATE LIST OR WHICH IS THE SUBJECT OF FEDERAL, STATE OR
LOCAL
11
ENFORCEMENT ACTIONS OR OTHER INVESTIGATIONS THAT MAY LEAD TO MATERIAL CLAIMS
AGAINST SELLER FOR REMEDIAL WORK, DAMAGE TO NATURAL RESOURCES OR PERSONAL
INJURY;
(VIII)
THERE ARE NO SITES, LOCATIONS OR OPERATIONS AT WHICH SELLER IS
CURRENTLY UNDERTAKING ANY REMEDIAL OR RESPONSE ACTION RELATING TO ANY SUCH
DISPOSAL OR RELEASE, AS REQUIRED BY ENVIRONMENTAL LAWS; AND
(IX)
ALL UNDERGROUND STORAGE TANKS AND SOLID WASTE DISPOSAL FACILITIES
OWNED OR OPERATED BY THE SELLER ARE USED AND OPERATED IN MATERIAL COMPLIANCE
WITH ENVIRONMENTAL LAWS.
(t)
Operation in Ordinary Course. Since the Effective Date, Seller
has operated the Assets in the ordinary course of business, consistent in all
material respects (including the incurrence of costs and expenses) with practice
prior to the Effective Date.
As used throughout this Agreement Section 10.1, "Knowledge", with respect to
Seller, shall refer to the actual knowledge of Leonard C. Gurule, Glen J.
Mizenko and Tim Savoy after reasonable investigation.
10.2
Buyer's Representations and Warranties. Buyer represents and
warrants to Seller