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).
5.4
BROKERS.
PURCHASER HAS INCURRED NO
OBLIGATION OR LIABILITY, CONTINGENT OR OTHERWISE, FOR BROKERS' OR FINDERS' FEES
IN RESPECT OF THE MATTERS PROVIDED FOR IN THIS AGREEMENT WHICH WILL BE THE
RESPONSIBILITY OF NOBLE; AND ANY SUCH OBLIGATION OR LIABILITY THAT MIGHT EXIST
SHALL BE THE SOLE OBLIGATION OF PURCHASER.
5.5
FURTHER DISTRIBUTION.
PURCHASER IS NOT
ACQUIRING THE LEASEHOLD INTERESTS WITH A VIEW TO, OR FOR OFFER OF RESALE IN
CONNECTION WITH, A NON-EXEMPT DISTRIBUTION THEREOF WITHIN THE MEANING OF THE
SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PERTAINING TO
IT OR A DISTRIBUTION THEREOF IN VIOLATION OF ANY APPLICABLE SECURITIES LAWS.
PURCHASER COVENANTS THAT IF IN THE FUTURE IT SHOULD DECIDE TO DISPOSE OF ANY OF
ITS INTEREST IN THE ASSETS, SUBJECT TO ANY RESTRICTION ON ASSIGNMENT SET FORTH
HEREIN OR IN THE ASSIGNMENTS DELIVERED BY NOBLE TO PURCHASER AT THE CLOSING,
PURCHASER WILL DO SO ONLY IN COMPLIANCE WITH ANY APPLICABLE FEDERAL AND STATE
SECURITIES LAWS.
5.6
FINANCIAL STATEMENTS.
TO THE EXTENT
AVAILABLE, PURCHASER HAS HERETOFORE DELIVERED TO NOBLE COPIES OF PURCHASER'S
MOST RECENT AUDITED FINANCIAL STATEMENTS AND SUCH FINANCIAL STATEMENTS, IF ANY,
PRESENT FAIRLY THE FINANCIAL POSITION, RESULTS OF OPERATIONS AND CHANGES IN THE
FINANCIAL POSITION OF PURCHASER AS OF THE DATES, OR FOR THE PERIODS, AS
APPLICABLE, INDICATED THEREON, AND SUCH FINANCIAL STATEMENTS, IF ANY, HAVE BEEN
PREPARED IN CONFORMITY WITH GAAP (EXCEPT AS OTHERWISE NOTED THEREIN). SINCE THE
DATE OF SUCH FINANCIAL STATEMENTS, IF ANY, THERE HAS BEEN NO MATERIAL ADVERSE
CHANGE IN THE FINANCIAL CONDITION OF PURCHASER.
5.7
MATTERS AFFECTING UNITED STATES MINERALS
MANAGEMENT SERVICE APPROVAL.
PURCHASER HAS NO KNOWLEDGE OF ANY MATTER OR
CIRCUMSTANCE APPLICABLE TO PURCHASER THAT WOULD
21
PRECLUDE OR INHIBIT UNCONDITIONAL UNITED STATES MINERALS MANAGEMENT SERVICE
("MMS") APPROVAL OF THE ASSIGNMENT OF THE ASSETS FROM NOBLE TO PURCHASER.
5.8
PURCHASER FINANCING.
PURCHASER HAS ARRANGED
TO HAVE AVAILABLE BY THE CLOSING, SUFFICIENT FUNDS TO ENABLE IT TO PAY IN FULL
THE PURCHASE PRICE AS HEREIN PROVIDED.
5.9
BANKRUPTCY PROCEEDINGS.
THERE ARE NO
BANKRUPTCY, REORGANIZATION, INSOLVENCY, OR RECEIVERSHIP ACTIONS PENDING, BEING
CONTEMPLATED BY, OR, TO THE KNOWLEDGE OF PURCHASER, THREATENED AGAINST
PURCHASER.
5.10
ADDITIONAL REPRESENTATIONS AND WARRANTIES.
PURCHASER SPECIFICALLY AND EXPRESSLY INCLUDES IN ITS REPRESENTATIONS AND
WARRANTIES TO NOBLE, THOSE REPRESENTATIONS AND WARRANTIES INCLUDED IN SECTION
17.18 AND SECTION 17.20.
ARTICLE 6
PRE-CLOSING OBLIGATIONS OF NOBLE
6.1
OPERATIONS.
FROM THE DATE OF THIS AGREEMENT
UNTIL CLOSING (THE "INTERIM PERIOD"), EXCEPT AS OTHERWISE APPROVED BY PURCHASER
(WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD), NOBLE (A) SHALL PERMIT
PURCHASER TO HAVE ACCESS TO THOSE ASSETS OPERATED BY NOBLE AND SHALL USE
REASONABLE EFFORTS TO PROVIDE PURCHASER ACCESS TO THOSE ASSETS NOT OPERATED BY
NOBLE (WHICH ACCESS SHALL BE SUBJECT TO SECTION 7.4), (B) SHALL OPERATE