BY THE OWNERSHIP OF THE ASSETS OR THE PRODUCTION OF HYDROCARBONS
OR THE RECEIPT OF PROCEEDS THEREFROM THAT HAVE BECOME DUE AND PAYABLE HAVE BEEN
PAID IN ALL MATERIAL RESPECTS.
SECTION 5.09
CONTRACTS. TO EACH SELLERS'S KNOWLEDGE, (A) ALL MATERIAL
CONTRACTS ARE IN FULL FORCE AND EFFECT, AND (B) SELLERS ARE NOT IN DEFAULT WITH
RESPECT TO ANY OF ITS MATERIAL OBLIGATIONS THEREUNDER.
SECTION 5.10
LIENS. EXCEPT FOR PERMITTED ENCUMBRANCES, THE ASSETS WILL
BE CONVEYED FREE AND CLEAR OF ALL LIENS, MORTGAGES AND ENCUMBRANCES.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Sellers that:
SECTION 6.01
BUYER'S EXISTENCE. BUYER IS A CORPORATION, DULY ORGANIZED
AND VALIDLY EXISTING UNDER THE LAWS OF THE STATE OF NEVADA AND IS QUALIFIED TO
CONDUCT BUSINESS IN THE STATE OF TEXAS. BUYER HAS FULL LEGAL POWER, RIGHT AND
AUTHORITY TO CARRY ON ITS BUSINESS AS SUCH IS NOW
14
BEING CONDUCTED AND AS CONTEMPLATED TO BE CONDUCTED. BUYER'S HEADQUARTERS AND
PRINCIPAL OFFICES ARE ALL LOCATED IN THE STATE OF TEXAS.
SECTION 6.02
LEGAL POWER. BUYER HAS THE LEGAL POWER AND RIGHT TO ENTER
INTO AND PERFORM THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL NOT
VIOLATE, NOR BE IN CONFLICT WITH:
(A)
ANY PROVISION OF BUYER'S AGREEMENT OF LIMITED PARTNERSHIP OR OTHER
GOVERNING DOCUMENTS;
(B)
ANY MATERIAL AGREEMENT OR INSTRUMENT TO WHICH BUYER IS A PARTY OR
BY WHICH BUYER IS BOUND; OR
(C)
ANY JUDGMENT, ORDER, RULING OR DECREE APPLICABLE TO BUYER AS A
PARTY IN INTEREST OR ANY LAW, RULE OR REGULATION APPLICABLE TO BUYER.
SECTION 6.03
EXECUTION. THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY ARE DULY AND VALIDLY
AUTHORIZED BY ALL REQUISITE CORPORATE ACTION ON THE PART OF BUYER. THIS
AGREEMENT CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF BUYER
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
SECTION 6.04
BROKERS. NO BROKER OR FINDER HAS ACTED FOR OR ON BEHALF
OF BUYER OR ANY AFFILIATE OF BUYER IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. NO BROKER OR FINDER IS ENTITLED TO
ANY BROKERAGE OR FINDER'S FEE, OR TO ANY COMMISSION, BASED IN ANY WAY ON
AGREEMENTS, ARRANGEMENTS OR UNDERSTANDINGS MADE BY OR ON BEHALF OF BUYER OR ANY
AFFILIATE OF BUYER FOR WHICH SELLERS HAVE OR WILL HAVE ANY LIABILITIES OR
OBLIGATIONS (CONTINGENT OR OTHERWISE).
SECTION 6.05
BANKRUPTCY. THERE ARE NO BANKRUPTCY, REORGANIZATION OR
ARRANGEMENT PROCEEDINGS PENDING, BEING CONTEMPLATED BY OR TO THE KNOWLEDGE OF
BUYER THREATENED AGAINST BUYER OR ANY AFFILIATE OF BUYER.
SECTION 6.06
SUITS. THERE IS NO SUIT, ACTION, CLAIM, INVESTIGATION OR
INQUIRY BY ANY PERSON OR ENTITY OR BY ANY ADMINISTRATIVE AGENCY OR GOVERNMENTAL
AUTHORITY AND NO LEGAL, ADMINISTRATIVE OR ARBITRATION PROCEEDING PENDING OR, TO
BUYER'S KNOWLEDGE, THREATENED AGAINST BUYER OR ANY AFFILIATE OF BUYER THAT HAS
MATERIALLY AFFECTED OR WILL MATERIALLY AFFECT BUYER'S ABILITY TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREIN.
SECTION 6.07
QUALIFICATIONS. BUYER IS NOW, AND AFTER THE CLOSING SHALL
CONTINUE TO