OTHERWISE FOR THE BENEFIT OF ANY RELATED
PARTY OF THE COMPANY.
4.14
BOOKS AND RECORDS.
THE MINUTE BOOKS AND RECORDS OF THE COMPANY ARE
CURRENT AS OF THE DATE HEREOF (AND SHALL BE CURRENT AS OF THE CLOSING) WITH
RESPECT TO ALL UNDERTAKINGS AND AUTHORIZATIONS, AND CONTAIN A TRUE, COMPLETE AND
CORRECT RECORD OF ALL ACTIONS TAKEN AT ALL MEETINGS AND BY ALL WRITTEN CONSENTS
IN LIEU OF MEETINGS OF THE COMPANY'S BOARD OF DIRECTORS, OR ANY COMMITTEES
THEREOF, AND MEMBERS OF THE COMPANY.
THE CAPITAL LEDGER AND RELATED MEMBERSHIP
INTEREST TRANSFER RECORDS OF THE COMPANY CONTAIN A TRUE, COMPLETE AND CORRECT
RECORD OF THE ORIGINAL ISSUANCE, TRANSFER AND OTHER CAPITALIZATION MATTERS OF
THE MEMBERSHIP INTERESTS.
THE ACCOUNTING, FINANCIAL REPORTING, AND BUSINESS
BOOKS AND RECORDS OF THE COMPANY ACCURATELY AND FAIRLY REFLECT IN ALL MATERIAL
RESPECTS THE BUSINESS AND CONDITION OF THE COMPANY AND THE TRANSACTIONS AND THE
ASSETS AND LIABILITIES OF THE COMPANY WITH RESPECT THERETO.
WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, THE COMPANY HAS NOT ENGAGED IN ANY TRANSACTION
WITH RESPECT TO ITS BUSINESS OR OPERATIONS, MAINTAINED ANY BANK ACCOUNT THEREFOR
OR USED ANY FUNDS OF THE COMPANY IN THE CONDUCT THEREOF EXCEPT FOR TRANSACTIONS,
BANK ACCOUNTS AND FUNDS THAT HAVE BEEN AND ARE REFLECTED IN THE NORMALLY
MAINTAINED BOOKS AND RECORDS OF THE BUSINESS.
4.15
INFORMATION FURNISHED.
THE COMPANY HAS MADE AVAILABLE TO BUYER AND
ITS DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL, REPRESENTATIVES, FINANCING SOURCES,
CUSTOMERS, CREDITORS, ACCOUNTANTS AND AUDITORS, TRUE AND CORRECT COPIES OF ALL
AGREEMENTS, DOCUMENTS, AND OTHER ITEMS LISTED ON THE SCHEDULES TO THIS AGREEMENT
AND ALL BOOKS AND RECORDS OF THE COMPANY.
4.16
DIRECTORS AND OFFICERS.
SCHEDULE 4.16 LISTS ALL OF THE DIRECTORS
AND OFFICERS OF THE COMPANY AS OF THE CLOSING DATE. THE COMPANY HAS NO
EMPLOYEES.
4.17
BANK ACCOUNTS.
ATTACHED HERETO AS SCHEDULE 4.17 IS A LIST OF ALL
BANKS OR OTHER FINANCIAL INSTITUTIONS WITH WHICH THE COMPANY HAS AN ACCOUNT,
SHOWING THE TYPE AND ACCOUNT
14
NUMBER OF EACH SUCH ACCOUNT, AND THE NAMES OF THE PERSONS AUTHORIZED AS
SIGNATORIES THEREON OR TO ACT OR DEAL IN CONNECTION THEREWITH.
4.18
OWNED REAL PROPERTY.
OTHER THAN THE OIL AND GAS PROPERTIES AND
THOSE PROPERTIES LISTED ON SCHEDULE 4.18, THE COMPANY DOES NOT OWN ANY REAL
PROPERTY.
4.19
LEASED REAL PROPERTY.
SCHEDULE 4.19 CONTAINS A COMPLETE AND
CORRECT LIST OF ALL REAL PROPERTY LEASES AND ANY AND ALL AMENDMENTS THERETO
RELATING TO THE LEASED REAL PROPERTY TO WHICH THE COMPANY IS A PARTY OR IS BOUND
(THE "REAL PROPERTY LEASES").
THE COMPANY HAS PROVIDED TO BUYER CORRECT AND
COMPLETE COPIES OF THE REAL PROPERTY LEASES.
EXCEPT AS DISCLOSED IN SCHEDULE
4.19, (I) EACH OF THE REAL PROPERTY LEASES IS IN FULL FORCE AND EFFECT, AND, TO
THE COMPANY'S AND SELLER'S KNOWLEDGE, IS ENFORCEABLE AGAINST THE LANDLORD WHICH
IS PARTY THERETO IN ACCORDANCE WITH ITS TERMS (EXCEPT AS SUCH ENFORCEABILITY MAY
BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION AND SIMILAR LAWS AFFECTING
CREDITORS GENERALLY AND BY THE AVAILABILITY OF EQUITABLE REMEDIES), (II) THERE
ARE