IS ACQUIRING THE INTEREST FOR ITS OWN ACCOUNT FOR INVESTMENT AND NOT WITH A VIEW
TO, OR FOR SALE OR OTHER DISPOSITION IN CONNECTION WITH, ANY DISTRIBUTION OF ALL
OR ANY PART THEREOF, EXCEPT IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE
SECURITIES LAWS.
SECTION 5.10.
INDEPENDENT EVALUATION.
BUYER IS AN EXPERIENCED AND
KNOWLEDGEABLE INVESTOR IN THE OIL AND GAS BUSINESS AND THE BUSINESS OF OWNING
AND OPERATING OIL, GAS AND MINERAL PROPERTIES.
BUYER, AS A RESULT OF ITS
AFFILIATION WITH THE GENERAL PARTNER, HAS HAD FULL AND COMPLETE ACCESS TO THE
PARTNERSHIP PROPERTIES, THE OFFICERS, CONSULTANTS AND OTHER REPRESENTATIVES OF
THE PARTNERSHIP, AND THE BOOKS, RECORDS, AND FILES OF THE PARTNERSHIP (INCLUDING
THOSE RELATING TO THE PARTNERSHIP PROPERTIES).
IN MAKING THE DECISION TO ENTER
INTO THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY,
BUYER, AS A RESULT OF ITS AFFILIATION WITH THE GENERAL PARTNER, HAS RELIED ON
(I) THE BASIS OF ITS OWN INDEPENDENT INVESTIGATION AND KNOWLEDGE OF THE
PARTNERSHIP AND THE PARTNERSHIP PROPERTIES, AND (II) THE REPRESENTATIONS AND
WARRANTIES MADE BY SELLER, AND HAS BEEN ADVISED BY AND HAS RELIED SOLELY ON ITS
OWN EXPERTISE AND LEGAL, LAND, TAX, RESERVOIR ENGINEERING, AND OTHER
PROFESSIONAL COUNSEL CONCERNING THIS TRANSACTION, THE PARTNERSHIP, THE
PARTNERSHIP PROPERTIES AND THE VALUES THEREOF.
SECTION 5.11.
BROKERS.
NO BROKER, INVESTMENT BANKER, FINANCIAL ADVISOR
OR OTHER PERSON IS ENTITLED TO ANY BROKER'S, FINDER'S, FINANCIAL ADVISOR'S OR
OTHER SIMILAR FEE OR COMMISSION IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT BASED UPON ARRANGEMENTS MADE BY OR ON BEHALF OF BUYER.
SECTION 5.12.
DISCLOSURE TO SELLER.
IN VIEW OF (I) BUYER'S AFFILIATION
WITH THE GENERAL PARTNER AND (II) THE GENERAL PARTNER'S DUTIES AND OBLIGATIONS
AS GENERAL PARTNER OF THE PARTNERSHIP TO SELLER (IN ITS CAPACITY AS THE LIMITED
PARTNER THEREOF), AND GIVEN BUYER'S ACCESS TO INFORMATION WITH RESPECT TO THE
PARTNERSHIP, THE PARTNERSHIP'S OPERATIONS AND THE PARTNERSHIP PROPERTIES, BUYER
REPRESENTS AND WARRANTS THAT, TO BUYER'S KNOWLEDGE, THE GENERAL PARTNER HAS MADE
ALL MATERIAL INFORMATION CONCERNING THE PARTNERSHIP AND THE PARTNERSHIP
PROPERTIES AVAILABLE TO, AND HAS NOT WITHHELD ANY MATERIAL INFORMATION FROM,
SELLER (EXCLUSIVE OF FACTS AND CIRCUMSTANCES WHICH
6
SELLER RECOGNIZES TO BE OF A NATURE GENERALLY RECOGNIZED AND KNOWN IN THE OIL
AND GAS INDUSTRY (E.G., HYDROCARBON PRICES MAY RISE OR FALL)).
SECTION 5.13.
REPRESENTATIONS AND WARRANTIES ON CLOSING DATE.
THE
REPRESENTATIONS AND WARRANTIES MADE IN THIS ARTICLE V WILL BE TRUE AND CORRECT
IN ALL MATERIAL RESPECTS ON AND AS OF THE CLOSING DATE WITH THE SAME FORCE AND
EFFECT AS IF SUCH REPRESENTATIONS AND WARRANTIES HAD BEEN MADE ON AND AS OF THE
CLOSING DATE, EXCEPT THAT ANY SUCH REPRESENTATIONS AND WARRANTIES WHICH
EXPRESSLY RELATE ONLY TO AN EARLIER DATE SHALL BE TRUE AND CORRECT ON THE
CLOSING DATE AS OF SUCH EARLIER DATE.
ARTICLE VI
COVENANTS OF THE PARTIES
SECTION 6.1.
REASONABLE BEST EFFORTS.
EACH PARTY HERETO AGREES THAT
IT WILL NOT VOLUNTARILY UNDERTAKE ANY COURSE OF ACTION INCONSISTENT WITH THE
PROVISIONS OR INTENT OF THIS AGREEMENT AND WILL USE ITS REASONABLE