APPLICABLE ENVIRONMENTAL LAWS, LEASE OR AGREEMENT, OR
AS AGREED BY THE PARTIES.
Upon the occurrence of either (i) or (ii) above, Seller shall notify Buyer that
Remediation of the Adverse Environmental Condition is complete and provide a
copy of the notification described in (i) above, if applicable.
Upon delivery
of said notice, Seller shall be released from all liability and have no further
obligations under any provisions of this Agreement in connection with an Adverse
Environmental Condition.
(F)
UNTIL SELLER COMPLETES REMEDIATION OF AN
ADVERSE ENVIRONMENTAL CONDITION, SELLER AND BUYER SHALL EACH NOTIFY THE OTHER OF
ANY PENDING OR THREATENED CLAIM, ACTION, OR PROCEEDING BY ANY AUTHORITY OR
PRIVATE PARTY THAT RELATES TO OR WOULD AFFECT THE ENVIRONMENTAL CONDITION, THE
ASSESSMENT, OR THE REMEDIATION OF THE OIL AND GAS PROPERTIES.
21
7.
REPRESENTATIONS AND WARRANTIES OF SELLER.
7.1
SELLER'S REPRESENTATIONS AND WARRANTIES.
SELLER REPRESENTS AND WARRANTS TO BUYER THE FOLLOWING AS OF THE DATE OF
EXECUTION OF THIS AGREEMENT AND THE CLOSING:
(A)
STATUS. THE COMPANY IS A LIMITED LIABILITY
COMPANY AND SELLER IS A CORPORATION, EACH DULY ORGANIZED, LEGALLY EXISTING AND
IN GOOD STANDING UNDER THE LAWS OF THE STATE OF TEXAS, AND DULY QUALIFIED TO OWN
ITS PROPERTIES AND ASSETS AND CARRY ON ITS BUSINESS AS NOW BEING CONDUCTED.
(B)
AUTHORITY.
EACH OF SELLER AND THE COMPANY HAS
THE REQUISITE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT, TO CARRY OUT THE
TRANSACTIONS CONTEMPLATED HEREBY AND TO UNDERTAKE ALL OF THE OBLIGATIONS OF
SELLER SET FORTH IN THIS AGREEMENT.
(C)
VALIDITY OF OBLIGATIONS.
THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY HAVE BEEN DULY AND VALIDLY AUTHORIZED BY ALL REQUISITE ACTION ON THE PART
OF SELLER AND THE COMPANY, EACH AS REQUIRED UNDER ITS FORMATION DOCUMENTS.
THIS
AGREEMENT AND ANY DOCUMENTS OR INSTRUMENTS DELIVERED BY EACH OF SELLER AND THE
COMPANY SHALL CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS OF SELLER AND THE
COMPANY ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS SUBJECT, HOWEVER, TO THE
EFFECTS OF BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM AND OTHER LAWS FOR
THE PROTECTION OF CREDITORS, AS WELL AS TO GENERAL PRINCIPLES OF EQUITY,
REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN A PROCEEDING IN
EQUITY OR AT LAW.
(D)
NO VIOLATION.
THE EXECUTION AND DELIVERY OF
THIS AGREEMENT BY SELLERS AND THE COMPANY DOES NOT, AND THE FULFILLMENT OF AND
COMPLIANCE WITH THE TERMS AND CONDITIONS HEREOF WILL NOT, AS OF CLOSING,
VIOLATE, OR BE IN CONFLICT WITH, ANY PROVISION OF THE GOVERNING DOCUMENTS OF
SELLER OR THE COMPANY, OR ANY STATUTE, RULE OR REGULATION APPLICABLE TO SELLER
OR THE COMPANY OR ANY AGREEMENT OR INSTRUMENT TO WHICH SELLER OR THE COMPANY IS
A PARTY OR BY WHICH IT IS BOUND, OR, TO SELLER'S KNOWLEDGE, VIOLATE, OR BE IN
CONFLICT WITH ANY JUDGMENT, DECREE OR ORDER APPLICABLE TO SELLER OR THE COMPANY
OR REQUIRE THE APPROVAL OR CONSENT OF ANY THIRD PARTY.
(E)
AFE'S.
WITH RESPECT TO THE JOINT, UNIT OR
OTHER OPERATING AGREEMENTS RELATING TO THE OIL AND GAS