THE LEASEHOLD
INTERESTS THAT:
(A)
NOBLE IS CURRENTLY OBLIGATED BY LAW OR
CONTRACT TO PLUG AND ABANDON; OR
(B)
HAVE BEEN PLUGGED AND ABANDONED BUT HAVE NOT
BEEN PLUGGED OR RECLAIMED IN ACCORDANCE WITH ALL APPLICABLE REQUIREMENTS OF EACH
GOVERNMENTAL ENTITY HAVING JURISDICTION OVER THE ASSETS.
4.19
SUSPENSE.
SCHEDULE 4.19 SETS FORTH A LIST OF ALL
PROCEEDS HELD IN SUSPENSE BY NOBLE ON THE DATE HEREOF THAT ARE ATTRIBUTABLE TO
THE LEASEHOLD INTERESTS, A DESCRIPTION OF THE SOURCE OF SUCH FUNDS AND THE
REASON THEY ARE BEING HELD IN SUSPENSE, THE AGREEMENT OR AGREEMENTS UNDER WHICH
SUCH FUNDS ARE BEING HELD AND THE NAME OR NAMES OF THE PARTIES CLAIMING SUCH
FUNDS OR TO WHOM SUCH FUNDS ARE OWED.
4.20
ADDITIONAL REPRESENTATIONS AND WARRANTIES.
NOBLE
SPECIFICALLY AND EXPRESSLY INCLUDES IN ITS REPRESENTATIONS AND WARRANTIES TO
PURCHASER CONTAINED IN THIS ARTICLE 4, THOSE REPRESENTATIONS AND WARRANTIES
INCLUDED IN SECTIONS 3.7, 11.9 AND 11.11.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser represents and warrants to Noble that:
5.1
EXISTENCE.
PURCHASER IS A LIMITED
PARTNERSHIP DULY ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE
LAWS OF THE STATE OF DELAWARE AND IS DULY QUALIFIED TO CARRY ON ITS BUSINESS IN
THE STATES OR JURISDICTIONS WHERE THE ASSETS ARE LOCATED.
5.2
POWER.
PURCHASER HAS THE POWER AND
AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY.
NO SUIT, ACTION OR OTHER PROCEEDING BY A THIRD PARTY OR A
GOVERNMENTAL ENTITY IS PENDING OR THREATENED WHICH SEEKS SUBSTANTIAL DAMAGES
FROM PURCHASER IN CONNECTION WITH, OR SEEKS TO RESTRAIN, ENJOIN OR OTHERWISE
PROHIBIT, THE
20
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
SUBJECT TO
APPLICABLE REQUIREMENTS UNDER THE HSR ACT, AND TO RIGHTS TO CONSENT BY, REQUIRED
NOTICES TO, AND FILINGS WITH OR OTHER ACTIONS BY GOVERNMENTAL ENTITIES WHERE THE
SAME ARE CUSTOMARILY OBTAINED SUBSEQUENT TO THE ASSIGNMENT OF OIL AND GAS
INTERESTS AND LEASES, THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT
BY PURCHASER, AND THE TRANSACTIONS CONTEMPLATED HEREBY, WILL NOT VIOLATE (A) ANY
PROVISION OF THE LIMITED PARTNERSHIP AGREEMENT OR OTHER FORMATION DOCUMENTS OF
PURCHASER, (B) ANY MATERIAL AGREEMENT OR INSTRUMENT TO WHICH PURCHASER IS A
PARTY OR BY WHICH PURCHASER IS BOUND, (C) ANY JUDGMENT, ORDER, RULING, OR DECREE
APPLICABLE TO PURCHASER AS A PARTY IN INTEREST, OR (D) ANY LAW, RULE OR
REGULATION APPLICABLE TO PURCHASER.
5.3
AUTHORIZATION.
THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN
DULY AND VALIDLY AUTHORIZED BY ALL REQUISITE CORPORATE OR PARTNERSHIP ACTION
(INCLUDING ALL NECESSARY APPROVALS OF ANY GENERAL PARTNER OF PURCHASER) ON THE
PART OF PURCHASER. THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED ON BEHALF
OF PURCHASER, AND AT THE CLOSING ALL DOCUMENTS AND INSTRUMENTS REQUIRED
HEREUNDER TO BE EXECUTED AND DELIVERED BY PURCHASER SHALL HAVE BEEN DULY
EXECUTED AND DELIVERED.
THIS AGREEMENT DOES, AND SUCH DOCUMENTS AND INSTRUMENTS
SHALL, CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS OF PURCHASER ENFORCEABLE
IN ACCORDANCE WITH THEIR TERMS, SUBJECT, HOWEVER, TO THE EFFECT OF