TAKE INTO ACCOUNT THE EFFECTS
OF ANY SUCH CONTRACT.
(D)
EXCEPT FOR CONTRACTS AND AGREEMENTS THAT ARE
EXCLUDED FROM THIS AGREEMENT IN CONNECTION WITH ASSETS HELD BACK PURSUANT TO
SECTIONS 3.9 AND SECTION 3.10, THERE ARE NO CONTRACTS OR AGREEMENTS INCLUDED IN
OR AFFECTING THE ASSETS (INCLUDING ANY CONTRACT OR AGREEMENT LISTED IN EXHIBIT
"A-2") THAT (I) COULD MATERIALLY RESTRICT THE ABILITY OF PURCHASER TO USE THE
ASSETS AS CURRENTLY USED BY NOBLE; OR (II) A REASONABLE AND PRUDENT PERSON
ENGAGED IN THE BUSINESS OF THE OWNERSHIP, DEVELOPMENT AND OPERATION OF OIL AND
GAS PROPERTIES WITH THE KNOWLEDGE OF ALL THE FACTS AND THEIR LEGAL BEARING WOULD
NOT BE WILLING TO ACCEPT AND THAT COULD RESULT IN LIABILITY OR COST TO PURCHASER
(EXCLUDING LIABILITIES OR COSTS ARISING FROM ACTIONS TAKEN BY PURCHASER IN THE
ORDINARY COURSE OF BUSINESS AFTER THE CLOSING) IN EXCESS OF $1,000,000 IN THE
AGGREGATE.
4.8
NO VIOLATION OF LAWS.
EXCEPT AS SET FORTH
ON SCHEDULE 4.8, WHERE NOBLE IS THE OPERATOR, AND TO NOBLE'S KNOWLEDGE IN
RESPECT OF ASSETS OPERATED BY OTHERS, THE ASSETS ARE BEING OPERATED IN
COMPLIANCE WITH ALL LAWS, RULES AND REGULATIONS OF ANY GOVERNMENTAL ENTITY
APPLICABLE TO SUCH ASSETS, EXCEPT WHERE THE FAILURE TO BE IN COMPLIANCE WOULD
NOT HAVE A MATERIAL ADVERSE EFFECT.
4.9
ROYALTIES, ETC.
EXCEPT AS SET FORTH ON
SCHEDULE 4.9 AND FOR SUCH OTHER ITEMS THAT ARE BEING HELD IN SUSPENSE THAT WILL
BE TRANSFERRED TO PURCHASER PURSUANT TO SECTION 11.2, ALL ROYALTIES, OVERRIDING
ROYALTIES AND OTHER BURDENS ON PRODUCTION DUE WITH RESPECT TO THE ASSETS HAVE
BEEN PAID.
EXCEPT FOR REVENUES FOR WHICH NOBLE HAS THE RIGHT TO NET OR OFFSET
AGAINST COSTS OR EXPENSES OWED TO NOBLE, ALL REVENUES RECEIVED BY NOBLE OR ITS
AFFILIATES, IN ITS OR THEIR CAPACITY AS OPERATOR OF THE ASSETS, FOR THE SALE OF
HYDROCARBONS ATTRIBUTABLE TO ANY JOINT WORKING INTEREST OWNER'S INTERESTS IN THE
LEASES INCLUDED IN THE ASSETS HAVE BEEN PAID.
4.10
PERSONAL PROPERTY.
TO NOBLE'S KNOWLEDGE, EXCEPT
AS SET FORTH IN SCHEDULE 4.10, ALL PERSONAL PROPERTY EQUIPMENT AND FIXTURES
CONSTITUTING A PART OF THE ASSETS ARE IN A STATE OF REPAIR SO AS TO BE ADEQUATE
FOR NORMAL OPERATIONS, EXCEPT WHERE SUCH STATE OF REPAIR WOULD NOT HAVE A
MATERIAL ADVERSE EFFECT.
18
4.11
CONSENTS.
EXCEPT FOR (A) CONSENTS SET FORTH IN
SCHEDULE 4.11, (B) CUSTOMARY POST-CLOSING CONSENTS, AND (C) CONSENTS REQUIRED TO
BE OBTAINED UNDER CONTRACTS THAT ARE TERMINABLE UPON NOT GREATER THAN SIXTY (60)
DAYS NOTICE WITHOUT PAYMENT OF ANY FEE, THERE ARE NO CONSENTS REQUIRED TO BE
OBTAINED BY NOBLE FROM ANOTHER PERSON TO ANY ASSIGNMENT (IN EACH CASE) THAT
WOULD BE APPLICABLE IN CONNECTION WITH THE TRANSFER OF THE ASSETS OR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT BY NOBLE.
4.12
PREFERENTIAL RIGHTS.
EXCEPT AS SET FORTH IN
SCHEDULE 4.12, THERE ARE NO PREFERENTIAL RIGHTS TO PURCHASE THAT ARE APPLICABLE
TO THE TRANSFER OF THE ASSETS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY.
4.13
CURRENT COMMITMENTS.
SCHEDULE 4.13 SETS FORTH
ALL