Date and the date of this Agreement that would have required consent under
Section 3.03 if such actions were to have occurred subsequent to the date of
this Agreement other than incurring expenditures for development of the Wells
constituting Subject Properties referenced in Section 1.03.02(A) which have been
previously disclosed to Purchaser.
2.02.19
Suspense Funds.
Schedule 2.02.19 sets forth a true and complete listing, as of
December 31, 2007, showing all proceeds from production attributable to the
Subject Properties which are held in suspense by Sellers (the "Suspense Funds").
2.02.20
WDP as Operator.
WDP is the operator of all Wells listed on Exhibit "A".
2.02.21
NRIs, WIs and UMIs.
The WIs and the NRIs reflected on Exhibit "A" do not
include any interest attributable to UMIs.
Schedule 1.03.01(B) sets forth, as
of the Effective Date, true and correct costs and expenses remaining to be
recovered from each UMI listed on such Schedule 1.03.01(B).
2.02.22
HSR Act Matters.
Schedule 2.02.22 sets forth each Seller's "ultimate parent
entity" for the purposes of the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and regulations thereunder (the "UPE").
Each Seller
represents that the portion of the Purchase Price attributable to it and its UPE
in the aggregate equals less than Five Hundred Million Dollars ($500,000,000).
2.03
LIMITATIONS ON WARRANTIES AND OTHER DISCLAIMERS.
EXCEPT FOR THE SPECIAL
WARRANTY OF TITLE SET FORTH IN THE ASSIGNMENT, THERE ARE NO WARRANTIES THAT ARE
NOT CONTAINED WITHIN THIS AGREEMENT.
EXCEPT FOR THE SPECIAL WARRANTY OF TITLE
SET FORTH IN THE ASSIGNMENT, THE EXPRESS REPRESENTATIONS AND WARRANTIES OF
SELLERS CONTAINED IN SECTION 2.01 AND SECTION 2.02 ABOVE ARE EXCLUSIVE AND ARE
IN LIEU OF, AND SELLERS EXPRESSLY DISCLAIM AND NEGATE AND PURCHASER HEREBY
WAIVES, ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS,
Houston3500259v15
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IMPLIED, STATUTORY OR OTHERWISE.
AS EXAMPLES, AND FOR THE AVOIDANCE OF DOUBT,
BUT WITHOUT LIMITATION OF THE FOREGOING (AND SUBJECT TO THE SPECIAL WARRANTY OF
TITLE SET FORTH IN THE ASSIGNMENT AND SELLERS' REPRESENTATIONS CONTAINED IN
SECTION 2.01 AND SECTION 2.02), THE SUBJECT PROPERTIES SHALL BE CONVEYED
PURSUANT HERETO WITHOUT ANY WARRANTY OR REPRESENTATION WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, WITH RESPECT TO:
(A) THE QUANTITY, QUALITY, CONDITION,
SIZE, WEIGHT, SERVICEABILITY, CONFORMITY TO SAMPLES OR MODELS OR ANY OTHER
ASPECT OF THE WELLS, WELLBORES, FIXTURES, EQUIPMENT OR OTHER PERSONAL PROPERTY
INCLUDED AMONG THE SUBJECT PROPERTIES, ALL OF WHICH SHALL BE CONVEYED TO
PURCHASER AS IS, WHERE IS, AND WITH ALL FAULTS AND DEFECTS AND IN THE PRESENT
CONDITION AND STATE OF REPAIR AND WITHOUT ANY WARRANTIES WHATSOEVER OF
MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE; (B) THE ACCURACY OR
COMPLETENESS OF ANY DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR
MATERIALS NOW, HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO PURCHASER
IN CONNECTION WITH THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, RELATIVE TO
PRICING ASSUMPTIONS, OR QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY)
ATTRIBUTABLE TO THE SUBJECT PROPERTIES OR THE ABILITY OR POTENTIAL OF THE
SUBJECT PROPERTIES TO PRODUCE HYDROCARBONS; (C) THE QUALITY, QUANTITY OR VOLUME
OF THE RESERVES,