TITLE DEFECT WITH RESPECT TO THE AFFECTED
ASSETS OR (D) EXCLUDE ANY ASSET SUBJECT TO SUCH CASUALTY OR TAKING FROM THIS
AGREEMENT AND THE PURCHASE PRICE TO BE PAID AT CLOSING SHALL BE REDUCED BY THE
ALLOCATED VALUE FOR SUCH ASSET (OR PORTION THEREOF) IF SUCH ALLOCATED VALUE IS
POSITIVE AND INCREASED BY THE ALLOCATED VALUE FOR SUCH ASSET (OR PORTION
THEREOF) IF SUCH ALLOCATED VALUE IS NEGATIVE.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF NOBLE
Noble represents and warrants to Purchaser that:
4.1
EXISTENCE.
NOBLE IS A CORPORATION 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.
4.2
POWER.
NOBLE HAS THE CORPORATE 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 NOBLE IN CONNECTION WITH, OR SEEKS TO RESTRAIN, ENJOIN OR OTHERWISE
PROHIBIT, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
SUBJECT TO APPLICABLE REQUIREMENTS UNDER THE HSR ACT AND TO PREFERENTIAL
PURCHASE RIGHTS AND RESTRICTIONS ON ASSIGNMENT OF THE TYPE GENERALLY FOUND IN
THE OIL AND GAS INDUSTRY, 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 NOBLE, AND
THE TRANSACTIONS CONTEMPLATED HEREBY, WILL NOT VIOLATE (A) ANY PROVISION OF THE
CERTIFICATE OF INCORPORATION OR BYLAWS OF NOBLE, (B) ANY MATERIAL AGREEMENT OR
INSTRUMENT TO WHICH NOBLE IS A PARTY OR BY WHICH NOBLE OR ANY OF THE LEASEHOLD
INTERESTS ARE BOUND, (C) ANY JUDGMENT, ORDER, RULING, OR DECREE APPLICABLE TO
NOBLE AS A PARTY IN INTEREST, OR (D) ANY LAW, RULE OR REGULATION APPLICABLE TO
NOBLE.
4.3
AUTHORIZATION.
THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN
DULY AND VALIDLY AUTHORIZED BY ALL REQUISITE CORPORATE ACTION ON THE PART OF
NOBLE. THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED ON
16
BEHALF OF NOBLE, AND AT THE CLOSING ALL DOCUMENTS AND INSTRUMENTS REQUIRED
HEREUNDER TO BE EXECUTED AND DELIVERED BY NOBLE SHALL HAVE BEEN DULY EXECUTED
AND DELIVERED.
THIS AGREEMENT DOES, AND SUCH DOCUMENTS AND INSTRUMENTS SHALL,
CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS OF NOBLE ENFORCEABLE IN
ACCORDANCE WITH THEIR TERMS, SUBJECT, HOWEVER, TO THE EFFECT OF BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM AND SIMILAR LAWS FROM TIME TO TIME IN
EFFECT RELATING TO THE RIGHTS AND REMEDIES 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).
4.4
BROKERS.
NOBLE HAS INCURRED NO OBLIGATION
OR LIABILITY, CONTINGENT OR OTHERWISE, FOR BROKERS' OR FINDERS' FEES IN RESPECT
OF THE MATTERS PROVIDED FOR IN THIS AGREEMENT THAT