IN THIS SECTION 7.15 OR RELATING TO ANY OF
THE ASSETS.
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(B)
SELLER SHALL USE REASONABLE EFFORTS TO CAUSE TO BE
DELIVERED TO PURCHASER (OR ITS AFFILIATES) "COMFORT LETTERS" OF SELLER'S
ACCOUNTANTS AND SELLER'S INDEPENDENT RESERVE ENGINEERS DATED AS OF THE EFFECTIVE
TIME AND THE CLOSING DATE AND ADDRESSED TO THE UNDERWRITERS IN ANY OFFERING OF
SECURITIES FOR WHICH SUCH COMFORT LETTERS ARE REQUIRED BY UNDERWRITERS WITH
REGARD TO CERTAIN FINANCIAL INFORMATION REGARDING THE ASSETS OR THE RESERVES
RELATING TO THE ASSETS AS THE CASE MAY BE, IN FORM REASONABLY SATISFACTORY TO
PURCHASER AND CUSTOMARY IN SCOPE AND SUBSTANCE FOR "COMFORT" LETTERS DELIVERED
BY INDEPENDENT PUBLIC ACCOUNTANTS AND RESERVE ENGINEERS IN CONNECTION WITH
REGISTRATION STATEMENTS SIMILAR TO PURCHASER'S OR ITS AFFILIATES REGISTRATION
STATEMENT AND TO USE REASONABLE EFFORTS TO CAUSE SELLER'S ACCOUNTANT AND
SELLER'S RESERVE ENGINEER TO CONSENT TO INCLUSION OF THE INFORMATION DESCRIBED
IN THIS SECTION 7.15 AND TO BE NAMED IN PURCHASER'S AND ITS AFFILIATES FILINGS
WITH THE SECURITIES AND EXCHANGE COMMISSION AS IS CUSTOMARY FOR SUCH CONSENTS.
(C)
SELLER SHALL USE REASONABLE EFFORTS TO PROVIDE ANY
RELEVANT HISTORICAL ACCOUNTING OR FINANCIAL INFORMATION IN SELLER'S POSSESSION,
CUSTODY OR CONTROL RELATED TO THE ASSETS THAT PURCHASER MAY REASONABLY REQUEST.
(D)
PURCHASER SHALL BEAR ALL OUT-OF-POCKET COSTS PAID TO
ANY THIRD PARTY FOR PREPARATION OF ANY OF THE ITEMS DESCRIBED IN SECTION
7.15(A), SECTION 7.15(B) AND SECTION 7.15(C) ABOVE.
ARTICLE VIII
CONDITIONS TO CLOSING
SECTION 8.1
CONDITIONS OF SELLER TO CLOSING.
The obligations of Seller to consummate the transactions contemplated by this
Agreement are subject, at the option of Seller, to the satisfaction on or prior
to Closing of each of the following conditions:
(A)
REPRESENTATIONS.
THE REPRESENTATIONS AND
WARRANTIES OF PURCHASER SET FORTH IN ARTICLE 6 SHALL BE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS AS OF THE DATE OF THIS AGREEMENT AND AS OF THE CLOSING DATE AS
THOUGH MADE ON AND AS OF THE CLOSING DATE;
(B)
PERFORMANCE.
PURCHASER SHALL HAVE PERFORMED AND
OBSERVED, IN ALL MATERIAL RESPECTS, ALL COVENANTS AND AGREEMENTS TO BE PERFORMED
OR OBSERVED BY IT UNDER THIS AGREEMENT PRIOR TO OR ON THE CLOSING DATE;
(C)
PENDING LITIGATION.
NO SUIT, ACTION OR OTHER
PROCEEDING BY A THIRD PARTY, INCLUDING ANY GOVERNMENTAL BODY, SEEKING TO
RESTRAIN, ENJOIN OR OTHERWISE PROHIBIT THE CONVEYANCE OF THE ASSETS OR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE
PENDING;
(D)
DELIVERIES.
PURCHASER SHALL HAVE DELIVERED TO
SELLER DULY EXECUTED COUNTERPARTS OF THE ASSIGNMENT AND BILL OF SALE AND THE
OTHER DOCUMENTS AND CERTIFICATES TO BE DELIVERED BY PURCHASER UNDER SECTION 9.3;
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(E)
PAYMENT.
PURCHASER SHALL HAVE PAID THE CLOSING
PAYMENT;
(F)
HSR ACT.
ONLY IF APPLICABLE, ANY WAITING PERIOD
APPLICABLE TO THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT
UNDER THE HSR ACT SHALL HAVE LAPSED OR TERMINATED (BY EARLY TERMINATION OR
OTHERWISE);
(G)
APPROVAL BY BOARD OF DIRECTORS.
PURCHASER SHALL
HAVE DELIVERED TO SELLER EITHER (I) A CERTIFIED COPY OF A RESOLUTION OF THE
BOARD OF DIRECTORS OF PURCHASER