BASIS FOR A
CLAIM THAT THE COMPANY OR ANY THIRD PARTY HAS BREACHED, ANY OF THE TERMS OR
CONDITIONS OF ANY MATERIAL
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CONTRACT, EXCEPT WHERE ANY SUCH BREACH, WHETHER CONSIDERED INDIVIDUALLY OR IN
THE AGGREGATE, COULD NOT BE REASONABLY EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
4.8
LITIGATION.
THERE ARE NO LEGAL PROCEEDINGS PENDING OR, TO THE
COMPANY'S KNOWLEDGE, THREATENED AGAINST OR AFFECTING THE COMPANY OR ANY OF ITS
ASSETS THAT ARE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT ON THE
COMPANY.
THE COMPANY IS NOT SUBJECT TO ANY ORDER OR OFFICIAL ACTION.
THERE ARE
NO LEGAL PROCEEDINGS PENDING AGAINST OR, TO THE COMPANY'S OR SELLER'S KNOWLEDGE,
THREATENED IN WRITING AGAINST, THE COMPANY THAT QUESTIONS THE VALIDITY OR
LEGALITY OF ANY OF THIS AGREEMENT OR ANY ACTION TAKEN OR TO BE TAKEN BY THE
COMPANY IN CONNECTION HEREWITH OR THEREWITH.
4.9
TAXES.
(A)
EXCEPT AS DISCLOSED ON SCHEDULE 4.9:
(I)
THERE ARE NO LIENS FOR TAXES UPON ANY OF THE PROPERTIES OR ASSETS
OF THE COMPANY (EXCEPT FOR PERMITTED LIENS).
(II)
NO AGREEMENTS RELATING TO ALLOCATION OR SHARING OF, OR LIABILITY
OR INDEMNIFICATION FOR, TAXES EXIST BETWEEN THE COMPANY AND ANY OTHER PERSON.
ANY INTERNAL TAX ALLOCATION AGREEMENT SHALL TERMINATE AT THE CLOSING.
(III)
THE COMPANY IS NOT A PARTY TO ANY ARRANGEMENT, NOR DOES IT HOLD
ANY OIL AND GAS PROPERTY IN AN ENTITY TREATED AS A TAX PARTNERSHIP FOR TAX
PURPOSES.
(IV)
WITHIN THE TIMES AND IN THE MANNER PRESCRIBED BY LAW, THE COMPANY
HAS FILED ALL FEDERAL, STATE AND LOCAL TAX RETURNS AND ALL TAX RETURNS FOR
FOREIGN COUNTRIES, PROVINCES AND OTHER GOVERNING BODIES HAVING JURISDICTION TO
LEVY TAXES UPON IT.
(v)
To the Company's and Seller's knowledge, all tax returns filed by
the Company for the taxable years ending in 2000 through 2006 constitute
complete and accurate representations of their respective tax liabilities for
such years and accurately set forth all items (to the extent required to be
included or reflected in such returns) relevant to their future tax liabilities,
including the tax bases of its properties and assets.
(V)
THE COMPANY HAS NOT WAIVED OR EXTENDED ANY APPLICABLE STATUTE OF
LIMITATIONS RELATING TO THE ASSESSMENT OF FEDERAL, STATE, LOCAL OR FOREIGN
TAXES.
(VI)
NO EXAMINATION OF THE FEDERAL, STATE, LOCAL OR FOREIGN TAX RETURNS
OF THE COMPANY ARE CURRENTLY IN PROGRESS NOR, TO THE COMPANY'S AND SELLER'S
KNOWLEDGE, IS ANY SUCH EXAMINATION THREATENED.
(B)
THE COMPANY IS A DISREGARDED ENTITY FOR FEDERAL INCOME TAX
PURPOSES UNDER SECTION 7701 OF THE CODE.
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4.10
FEES.
THE COMPANY HAS NOT PAID OR BECOME OBLIGATED TO PAY ANY FEE
OR COMMISSION TO ANY BROKER, FINDER OR INTERMEDIARY IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY FOR WHICH THE COMPANY OR BUYER SHALL HAVE
LIABILITY FOLLOWING THE CLOSING.
4.11
ABSENCE OF CERTAIN CHANGES OR EVENTS.
EXCEPT AS SET FORTH ON
SCHEDULE 4.11, AS DISCLOSED IN THE FINANCIAL STATEMENTS, SINCE DECEMBER 31,
2006, OR OTHERWISE WHERE THE BUYER HAS CONSENTED IN WRITING, (I) THE COMPANY HAS