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Exhibit 10.4
CONTRIBUTION AGREEMENT
Between
F-W OIL EXPLORATION L.L.C.
and
FWOE PARTNERS L.P.
Dated
August 22, 2005
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TABLE OF CONTENTS
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Page
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ARTICLE I. DEFINITIONS AND
REFERENCES.................................... 1
SECTION 1.1 CERTAIN DEFINED
TERMS................................. 1
SECTION 1.2 REFERENCES,
TITLES AND CONSTRUCTION................... 3
ARTICLE II. PROPERTIES TO BE
CONTRIBUTED................................. 4
SECTION 2.1 PROPERTIES TO BE
CONTRIBUTED.......................... 4
SECTION 2.2 EXCLUDED
PROPERTY..................................... 6
ARTICLE III. AGREED
VALUE................................................ 6
SECTION 3.1 AGREED
VALUE.......................................... 6
ARTICLE IV. REPRESENTATIONS AND WARRANTIES
OF PARTNER.................... 6
SECTION 4.1 ORGANIZATION AND
EXISTENCE............................ 6
SECTION 4.2 POWER AND
AUTHORITY................................... 6
SECTION 4.3 VALID AND
BINDING AGREEMENT........................... 6
SECTION 4.4
NON-CONTRAVENTION..................................... 6
SECTION 4.5
APPROVALS............................................. 7
SECTION 4.6
LITIGATION............................................ 7
SECTION 4.7 BASIC
DOCUMENTS....................................... 7
SECTION 4.8 COMMITMENTS,
ABANDONMENTS OR PROPOSALS................ 8
SECTION 4.9 PRODUCTION SALES
CONTRACTS............................ 8
SECTION 4.10 AREA OF MUTUAL
INTEREST AND OTHER AGREEMENTS; TAX
PARTNERSHIPS.......................................... 9
SECTION 4.11 PAYMENT OF
EXPENSES................................... 9
SECTION 4.12 COMPLIANCE WITH
LAWS.................................. 9
SECTION 4.13 PLUGGING
OBLIGATIONS.................................. 9
SECTION 4.14 GOVERNMENTAL
PERMITS.................................. 10
SECTION 4.15 RESERVE REPORT
INFORMATION............................ 10
SECTION 4.16 STATE OF
REPAIR....................................... 10
SECTION 4.17 NO
ALIENATION......................................... 10
SECTION 4.18
INFORMATION........................................... 10
SECTION 4.19 NO ORAL
CONTRACTS..................................... 10
SECTION 4.20 PREFERENTIAL RIGHTS
AND CONSENTS TO ASSIGN............ 10
SECTION 4.21 INTENTIONALLY
OMITTED................................. 10
SECTION 4.22 WELL AND PUD
LOCATIONS................................ 10
SECTION 4.23
INSURANCE............................................. 11
SECTION 4.24 EASEMENT
RENTALS...................................... 11
SECTION 4.25 INTERCONNECTION
CONTRACTS............................. 11
SECTION 4.26
PLATFORMS............................................. 11
SECTION 4.27 TAX
PARTNERSHIPS...................................... 11
SECTION 4.28 ACCOUNTING OF
FUNDS................................... 11
SECTION 4.29 INTENTIONALLY
OMITTED................................. 11
SECTION 4.30 CONDUCT OF
OPERATIONS................................. 11
SECTION 4.31 RESTRICTIONS ON
CERTAIN ACTIONS....................... 12
SECTION 4.32
PIPELINES............................................. 12
SECTION 4.33 GAS
IMBALANCES........................................ 12
SECTION 4.34 DISCLAIMER OF
WARRANTIES.............................. 12
SECTION 4.35 CASUALTY
LOSS......................................... 13
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ARTICLE V. REPRESENTATIONS AND WARRANTIES
OF PARTNERSHIP................. 13
SECTION 5.1 ORGANIZATION AND
EXISTENCE............................ 13
SECTION 5.2 POWER AND
AUTHORITY................................... 13
SECTION 5.3 VALID AND
BINDING AGREEMENT........................... 13
SECTION 5.4
NON-CONTRAVENTION..................................... 13
SECTION 5.5
APPROVALS............................................. 14
SECTION 5.6 PENDING
LITIGATION.................................... 14
ARTICLE VI. CERTAIN PRE-CLOSING
COVENANTS................................ 14
SECTION 6.1 ACCESS TO
FILES....................................... 14
SECTION 6.2 PHYSICAL
INSPECTION................................... 14
SECTION 6.3 EXCULPATION AND
INDEMNIFICATION....................... 14
SECTION 6.4 PAYMENT OF
EXPENSES................................... 15
SECTION 6.5 PREFERENTIAL
RIGHTS AND THIRD PARTY CONSENTS.......... 15
SECTION 6.6 RELEASE OF
LIENS...................................... 15
SECTION 6.7
BONDS................................................. 15
ARTICLE VII. INTENTIONALLY
OMITTED....................................... 15
ARTICLE VIII. CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF THE PARTIES TO
CLOSE......................................................
15
SECTION 8.1 CONDITIONS
PRECEDENT TO THE OBLIGATIONS OF PARTNERSHIP
TO CLOSE.............................................. 15
SECTION 8.2 CONDITIONS
PRECEDENT TO THE OBLIGATIONS OF PARTNER TO
CLOSE................................................. 16
ARTICLE IX. CLOSING OF
TRANSACTION....................................... 17
SECTION 9.1 THE
CLOSING........................................... 17
SECTION 9.2 PARTNER'S
CLOSING OBLIGATIONS......................... 17
SECTION 9.3 DELIVERY OF
FILES..................................... 17
SECTION 9.4 ASSUMPTION OF
OBLIGATIONS............................. 17
ARTICLE X. CERTAIN ACCOUNTING
ADJUSTMENTS................................ 18
SECTION 10.1
ADJUSTMENTS........................................... 18
SECTION 10.2 CLOSING AND
POST-CLOSING ACCOUNTING SETTLEMENTS....... 19
SECTION 10.3 NO SALES
TAXES........................................ 19
ARTICLE XI.
ACTIONS......................................................
19
SECTION 11.1 OPERATIONAL
TRANSITION................................ 19
SECTION 11.2 SEISMIC
DATA.......................................... 20
ARTICLE XII.
INDEMNIFICATION.............................................
20
SECTION 12.1 INDEMNIFICATION
OBLIGATIONS........................... 20
SECTION 12.2 LIMITATIONS ON
INDEMNITIES............................ 20
SECTION 12.3 NOTICE OF
CLAIM....................................... 21
SECTION 12.4 PLUGGED
WELLS......................................... 21
SECTION 12.5 EXCLUSIVE
REMEDY...................................... 21
SECTION 12.6 RETAINED
LIABILITY.................................... 21
ARTICLE XIII. CASUALTY
LOSS.............................................. 22
SECTION 13.1 CASUALTY
LOSS......................................... 22
ARTICLE XIV.
NOTICES.....................................................
22
SECTION 14.1
NOTICES............................................... 22
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ARTICLE XV.
COMMISSIONS..................................................
23
SECTION 15.1
COMMISSIONS........................................... 23
ARTICLE XVI. INTENTIONALLY
OMITTED....................................... 23
ARTICLE XVII. MISCELLANEOUS
MATTERS...................................... 23
SECTION 17.1 SURVIVAL OF
PROVISIONS................................ 23
SECTION 17.2 FURTHER
ASSURANCES.................................... 23
SECTION 17.3
RECORDING............................................. 23
SECTION 17.4 BINDING EFFECT;
ASSIGNMENT OF AGREEMENT............... 24
SECTION 17.5
IMBALANCES............................................ 24
SECTION 17.6
EXPENSES.............................................. 24
SECTION 17.7 ENTIRE AGREEMENT -
TIME OF THE ESSENCE................ 24
SECTION 17.8 PUBLIC
STATEMENTS..................................... 24
SECTION 17.9 INJUNCTIVE RELIEF;
EXCLUSION OF CONSEQUENTIAL AND
EXEMPLARY DAMAGES..................................... 24
SECTION 17.10
AMENDMENTS............................................ 25
SECTION 17.11 GOVERNING
LAW......................................... 25
SECTION 17.12 MULTIPLE COUNTERPARTS;
FAX............................ 25
SECTION 17.13
SEVERABILITY.......................................... 25
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TABLE OF EXHIBITS
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EXHIBIT A
DESCRIPTION OF PROPERTIES
EXHIBIT A-2
EXCLUDED PROPERTY
EXHIBIT B
PIPELINE
EXHIBIT C
WELL AND PUD LOCATIONS
EXHIBIT 1.1(G) EASEMENTS
EXHIBIT 1.1(I) OIL AND GAS PROPERTIES
CONTRACTS
EXHIBIT 1.1(II) PIPELINE CONTRACTS
EXHIBIT 4.6
LITIGATION
EXHIBIT 4.6(B) PERSONNEL WITH
KNOWLEDGE--PARTNER
EXHIBIT 4.7
BASIC DOCUMENTS
EXHIBIT 4.8
COMMITMENTS, ABANDONMENTS OR PROPOSALS
EXHIBIT 4.9
SCHEDULE OF PRODUCTION SALES CONTRACTS
EXHIBIT 4.13 SCHEDULE
OF PLUGGING OBLIGATIONS
EXHIBIT 4.14 SCHEDULE
OF NON-TRANSFERABLE GOVERNMENTAL PERMITS
EXHIBIT 4.15 PRODUCTION
DECLINES
EXHIBIT 4.23
INSURANCE
EXHIBIT 4.24 EASEMENT
RENTALS
EXHIBIT 4.25 CONTRACTS
ALLOWING INTERCONNECT TO PIPELINE
EXHIBIT 4.31
RESTRICTIONS ON CERTAIN ACTIONS
EXHIBIT 6.5
ALLOCATION OF VALUE
EXHIBIT 6.6
LIENS
EXHIBIT 6.7
BONDS
EXHIBIT 9.2(A) CONVEYANCE
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CONTRIBUTION AGREEMENT
THIS
CONTRIBUTION AGREEMENT dated August 22, 2005 (THE "CLOSING DATE"),
is
made by and between F-W OIL EXPLORATION
L.L.C., a Delaware limited liability
company ("PARTNER"), and FWOE PARTNERS
L.P., a Texas limited partnership
("PARTNERSHIP").
WITNESSETH:
WHEREAS, Partner
desires to contribute, bargain, assign, transfer and
convey to Partnership, and Partnership
desires to accept, certain oil and gas
properties and related assets; and
WHEREAS, Partner
and Partnership deem it in their mutual best interests to
execute and deliver this Agreement.
NOW, THEREFORE,
in consideration of the mutual covenants and agreements
contained herein, Partner and Partnership
do hereby agree as follows:
ARTICLE I.
DEFINITIONS AND REFERENCES
SECTION 1.1
CERTAIN DEFINED TERMS. When used in this Agreement, the
following terms shall have the respective
meanings assigned to them in this
SECTION 1.1 or in the section, subsections
or other subdivisions referred to
below:
"AGREED VALUE"
shall have the meaning assigned to such term in SECTION 3.1.
"AGREEMENT" shall mean
this Agreement, as hereafter changed, amended or
modified in accordance with the terms
hereof.
"APPLICABLE
ENVIRONMENTAL LAWS" shall have the meaning assigned to that
term in SECTION 4.12.
"BASIC
DOCUMENTS" shall have the meaning assigned to such term in
SECTION
4.7.
"CLOSING" shall
have the meaning assigned to such term in SECTION 9.1.
"CLOSING DATE"
shall have the meaning assigned to such term in the opening
paragraph.
"CLOSING
DOCUMENTS" shall mean this Contribution Agreement, the
Conveyance,
and the other documents executed and
delivered at the Closing pursuant to the
provisions of Article IX.
"CODE" shall
mean the Internal Revenue Code, of 1986, as amended from time
to time, and any successor statute
thereto.
"CONTRACTS"
shall have the meaning assigned to such term in SECTION 2.1(I).
"CONTRIBUTION
PERCENTAGE" means 60.08%.
"CONVEYANCE"
shall have the meaning assigned to such term in SECTION
9.2(A).
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"EASEMENTS"
shall have the meaning assigned to such term in SECTION 2.1(G).
"EFFECTIVE DATE"
shall have the meaning assigned to such term in SECTION
9.2(A).
"EXCLUDED
PROPERTY" shall have the meaning assigned to such term in
SECTION
2.2.
"FINAL CLOSING
STATEMENT" shall have the meaning assigned to such term in
Section 10.2(b).
"FINAL
SETTLEMENT DATE" shall have meaning assigned to such term in
Section
10.2(b).
"INDEMNIFICATION
PERIODS" shall have the meaning assigned to such term in
Section 17.1.
"INDEMNITEE"
shall have the meaning assigned to such term in SECTION 12.2.
"INSPECTIONS"
shall have the meaning assigned to such term in SECTION 6.3.
"LIMITED
PARTNER" shall mean TIFD III-X LLC, a Delaware limited
liability
company.
"LITIGATION
CLAIM" shall have the meaning assigned to such term in SECTION
12.6.
"MATERIAL
ADVERSE EFFECT" or any similar phrase, shall mean with respect
to
Partnership or the Properties, anything
that would reduce the value of any
Properties or impose any obligation,
liability or expense upon Partnership, by
an amount greater than $10,000. "MATERIAL"
shall mean (a) anything that would
(i) reduce the value of the Properties to
Partnership or (ii) impose an
obligation or liability upon Partnership,
by an amount greater than $10,000 and
(b) any part of the Properties that has a
value greater than $10,000.
"MMS" shall mean
Mineral Management Services of the United States
Department of Interior.
"OFFSHORE PROPERTIES" shall
mean those Properties located in the Outer
Continental Shelf - Gulf of Mexico
Region.
"OIL AND GAS
PROPERTIES" shall have the meaning assigned to such term in
SECTION 2.1.
"OPERATING
AGREEMENT PROPERTIES" shall have the meaning assigned to such
term in SECTION 4.28.
"PARTNERSHIP"
shall have the meaning assigned to such term in the opening
paragraph.
"PARTNERSHIP
AGREEMENT" shall mean that certain Amended and Restated
Agreement of Limited Partnership dated as
of even date herewith by and between
the Partner and the Limited Partner.
"PARTNERSHIP'S
LOSSES" shall have the meaning assigned to such term in
SECTION 12.1(A).
"PERMITS" shall
have the meaning assigned to such term in SECTION 2.1(F).
"PIPELINE" shall have
the meaning assigned to such term in SECTION 2.1(E).
"PLUGGING AND
ABANDONMENT" shall have the meaning assigned to such term in
SECTION 9.5(B).
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"PRELIMINARY
CLOSING STATEMENT" shall have the meaning assigned to such
terms in Section 10.2(a).
"PROCEEDINGS"
shall have the meaning assigned to such term in SECTION 4.6.
"PROPERTIES"
shall have the meaning assigned to such term in SECTION 2.1.
"REPRESENTATIVES" shall have the meaning assigned to such term in
SECTION
6.1.
"RESERVE REPORT"
shall have the meaning assigned to such term in SECTION
4.15.
"ROUTINE
GOVERNMENTAL APPROVALS" shall have the meaning assigned to such
term in SECTION 4.4.
"PARTNER" shall
have the meaning assigned to such term in the opening.
"PARTNER'S
LOSSES" shall have the meaning assigned to such term in SECTION
12.1(B).
"SCHEDULED
PRODUCTION SALES CONTRACTS" shall have the meaning assigned to
such term in SECTION 4.9 .
"SECURITIES ACT"
shall mean the Securities Act of 1933, as amended, and all
rules and regulations under such Act.
"WARRANTIES"
shall have the meaning assigned to such term in SECTION
2.1(H).
SECTION 1.2
REFERENCES, TITLES AND CONSTRUCTION.
(a) All references in this Agreement to articles, sections,
subsections and
other subdivisions refer to corresponding articles,
sections,
subsections and other subdivisions of this Agreement unless
expressly
provided otherwise.
(b) Titles appearing at the beginning of any of such subdivisions
are
for convenience
only and shall not constitute part of such subdivisions and
shall be
disregarded in construing the language contained in such
subdivisions.
(c) The words "this Agreement," "this instrument," "herein,"
"hereof,"
"hereby,"
"hereunder" and words of similar import refer to this Agreement
as a whole and
not to any particular subdivision unless expressly so
limited.
(d) Words in the singular form shall be construed to include
the
plural and vice
versa, unless the context otherwise requires. Pronouns in
masculine,
feminine and neuter genders shall be construed to include any
other
gender.
(e) Unless the context otherwise requires or unless otherwise
provided
herein, the
terms defined in this Agreement which refer to a particular
agreement,
instrument or document also refer to and include all renewals,
extensions,
modifications, amendments or restatements of such agreement,
instrument or
document, provided that nothing contained in this subsection
shall be
construed to authorize such renewal, extension, modification,
amendment or
restatement.
(f) Examples shall not be construed to limit, expressly or by
implication, the
matter they illustrate.
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(g) The word "or" is not intended to be exclusive and the word
"includes" and
its derivatives means "includes, but is not limited to" and
corresponding
derivative expressions.
(h) No consideration shall be given to the fact or presumption
that
one party had a
greater or lesser hand in drafting this Agreement.
(i)
All references herein to "$" or "dollars" shall refer to U.S.
Dollars.
(j) The Exhibits listed in Table of Exhibits are attached hereto.
Each
such Exhibit is
incorporated herein by reference for all purposes and
references to
this Agreement shall also include such Exhibit unless the
context in which
used shall otherwise require.
(k) Anything contemplated, permitted and done pursuant to the terms
of
the Partnership
Agreement shall not be deemed a breach of any
representation
or warranty contained herein.
(l) There is a Purchase and Sale Agreement, dated of even date
herewith in
which Frank C. Wade, F-Wade Holdings, Ltd., and F-W Oil
Interests, Inc.
sold interests in the Properties (defined below) to
Partnership and
anything contemplated, permitted and done pursuant to the
terms of such
purchase and sale agreement shall not be a breach of any
representation
or warranty contained herein.
ARTICLE II.
PROPERTIES TO BE CONTRIBUTED
SECTION 2.1
PROPERTIES TO BE CONTRIBUTED. Partner agrees to contribute, and
Partnership agrees to accept, pursuant to
Section 3.1(a) of the Partnership
Agreement, and subject to the terms and
provisions herein contained, the
following described properties, rights and
interests:
(a) The Contribution Percentage of the properties, including
the
Contribution
Percentage of the working interest and net revenue interest
percentages
therein, all as described on EXHIBIT A attached hereto and made
a part hereof
for all purposes;
(b) Without limitation of the foregoing, all right, title and
interest
(of whatever
kind or character, whether legal or equitable, and whether
vested or
contingent) of Partner in and to the oil, gas and other
minerals
in and under or
that may be produced from the lands, leases, and wells
described in
EXHIBIT A hereto (including, without limitation, interests in
oil, gas and/or
mineral leases, overriding royalties, production payments,
net profits
interests, fee mineral interests, fee royalty interests and
other interests
in such oil, gas and other minerals), whether such lands be
described in the
description set forth in EXHIBIT A, or be described in
such EXHIBIT A
by reference to another instrument (and subject to any depth
limitation that
may be set forth in such EXHIBIT A or in any such
instrument
referred to for description);
(c) All rights, titles and interests of Partner in and to, or
otherwise
derived from, all presently existing and valid oil, gas and/or
mineral
unitization, pooling, and/or communitization agreements,
declarations,
designations and/or orders (including, without limitation,
those described
on EXHIBIT A hereto) and in and to the properties covered
and the units
created thereby (including all units formed under orders,
rules,
regulations, or other official acts of any federal, state, or
other
authority having
jurisdiction, and voluntary unitization agreements,
designations
and/or declarations) relating to the properties described in
subsections (a)
and (b) above;
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(d) All rights, titles and interests of Partner in and to all
materials,
supplies, machinery, equipment, improvements and other personal
property and
fixtures (including, but not by way of limitation, all wells,
wellhead
equipment, pumping units, flowlines, tanks, platforms,
buildings,
saltwater
disposal facilities, injection facilities, compression
facilities,
gathering systems, and other equipment) used in connection with
the exploration,
development, operation or maintenance of the properties
described in
subsections (a), (b) and (c) above, and, to the extent
assignable, in
and to all permits and licenses (including, without
limitation, all
environmental and other governmental permits, licenses and
authorizations),
rights of way, easements, and other rights of surface use
and other rights
and interests used in connection with the exploration,
development,
operation or maintenance of the properties described in
subsections (a),
(b) and (c) above;
(e) All right, title and interest of the Partner in the pipeline
and
appurtenant,
equipment, facilities and fixtures which are described on
EXHIBIT B,
attached hereto and made part hereof (the "PIPELINE");
(f) All right, title and interest of Partner in, to the extent
assignable, any
and all permits, licenses and governmental authorizations
that are
necessary or appropriate for the construction, installation,
operation,
maintenance, repair, replacement and ownership of the Pipeline
(the
"PERMITS");
(g) All right, title and interest of Partner in the easements,
right-of-way
agreements, surface site leases or other interests described
on EXHIBIT
1.1(G) attached hereto and made part hereof and any other
easements, or
right-of-way agreements owned by Partner that are used for
the ownership,
operation, maintenance, repair or replacement of the
Pipeline (the
"EASEMENTS");
(h) All unexpired warranties, claims, rights, or causes of
action
Partner may have
against third parties that relate to the Pipeline,
Easements, and
Permits to the extent assignable (the "WARRANTIES");
(i) All right, title and interest of Partner in and to all
presently
existing and
valid production sales contracts, operating agreements, and
other agreements
and contracts which (i) relate to any of the properties
described in
subsections (a), (b) and (c) above; and (ii) are listed on
EXHIBIT 1.1(I)
attached hereto and made a part hereof and further including
those to
construct, maintain and operate the Pipeline listed on EXHIBIT
1.1(II) (all the
foregoing herein collectively called the "CONTRACTS"); and
(j) All of Partner's lease files, abstracts and title opinions,
production
records, well files, accounting records (but not including
general
financial accounting records), seismic records and surveys to
the
extent such
transfer is allowed without breaching of any agreements
underlying such
seismic records and surveys and expressly (not including
any seismic
data), gravity maps, electric logs, geological or geophysical
data and
records, and other files, documents and records of every kind
and
description
which relate to the properties described above and that are
assignable
without the payment of additional fees or other charges.
The properties and interests specified in
PARAGRAPHS (A), (B) AND (C) are herein
sometimes collectively called the "OIL AND
GAS PROPERTIES," and the properties
and interests specified in PARAGRAPHS (A)
through (J) of are herein sometimes
collectively called the "PROPERTIES."
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SECTION 2.2
EXCLUDED PROPERTY. The property, assets, contracts and other
rights in SECTION 2.1 specifically excludes
the property, assets, contracts and
other rights described in EXHIBIT A-2 (such
excluded property, assets, contracts
and other rights referred to herein as the
"EXCLUDED PROPERTY").
ARTICLE III.
AGREED VALUE
SECTION 3.1
AGREED VALUE. The parties agree that the Properties shall have
a value of $42,957,200.00 (the "AGREED
VALUE"). The Agreed Value shall be
adjusted as provided in ARTICLE X (the
Agreed Value, as so adjusted, and as the
same may be otherwise adjusted by the
mutual agreement of the parties, being
called the "ADJUSTED AGREED VALUE"). The
Agreed Value shall be allocated among
the Properties in a manner consistent with
Exhibit 6.5. Partner and Partnership
shall report the transactions contemplated
hereby on all Federal tax returns
(including information returns and
supplements thereto required to be filed by
the parties under Internal Revenue Code) in
a manner consistent with such
allocation, with such additional detail as
is needed to take into account
equipment included as a part of any
particular property identified on Exhibit
6.5.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF PARTNER
Partner
represents to Partnership, as of the date of this Agreement
that:
SECTION 4.1
ORGANIZATION AND EXISTENCE. Partner is a limited liability
corporation duly organized, validly
existing, and in good standing under the
laws of the State of Delaware. Partner is
duly qualified to transact business
and is in good standing in the State of
Texas. Partner is duly qualified by the
MMS to hold leasehold interests in the
Offshore Properties.
SECTION 4.2 POWER AND
AUTHORITY. Partner has the power and authority to
execute, deliver, and perform this
Agreement and each other agreement,
instrument, or document executed or to be
executed by Partner in connection with
the transactions contemplated hereby to
which it is a party and to consummate
the transactions contemplated hereby and
thereby. The execution, delivery, and
performance by Partner of this Agreement
and each other agreement, instrument,
or document executed or to be executed by
Partner in connection with the
transactions contemplated hereby to which
it is a party, and the consummation by
it of the transactions contemplated hereby
and thereby, have been duly
authorized by all necessary action of
Partner.
SECTION 4.3
VALID AND BINDING AGREEMENT. This Agreement has been duly
executed and delivered by Partner and
constitutes, and each other agreement,
instrument, or document executed or to be
executed by Partner in connection with
the transactions contemplated hereby to
which it is a party has been, or when
executed will be, duly executed and
delivered by Partner and constitutes, or
when executed and delivered will
constitute, a valid and legally binding
obligation of Partner, enforceable against
it in all material respects in
accordance with their respective terms,
except that such enforceability may be
limited by (a) applicable bankruptcy,
insolvency, reorganization, moratorium,
and similar laws affecting creditors'
rights generally and (b) equitable
principles which may limit the availability
of certain equitable remedies (such
as specific performance) in certain
instances.
SECTION 4.4
NON-CONTRAVENTION. Other than requirements (if any) that there
be obtained consents to assignment (or
waivers of preferential rights to
purchase) from third parties, and except
for
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approvals ("ROUTINE GOVERNMENTAL
APPROVALS") required to be obtained from
governmental entities who are lessors under
leases forming a part of the Oil and
Gas Properties (or who administer such
leases on behalf of such lessors) which
are customarily obtained post-closing and
which Partner has no reason to believe
cannot be obtained, neither the execution,
delivery, or performance by Partner
of this Agreement or any of the other
Closing Documents nor the consummation by
it of the transactions contemplated hereby
and thereby do and will (a) conflict
with or result in a violation of any
provision of the charter, bylaws or other
governing instruments of Partner, (b)
conflict with or result in a violation of
any provision of, or constitute (with or
without the giving of notice or the
passage of time or both) a default under,
or give rise (with or without the
giving of notice or the passage of time or
both) to any right of termination,
cancellation, or acceleration under, any
bond, debenture, note, mortgage or
indenture, or any material lease, contract,
agreement, or other instrument or
obligation to which Partner is a party or
by which Partner or any of its
properties may be bound that could
reasonably be expected to have a Material
Adverse Effect on the ownership,
exploration, development, maintenance,
operation, value or use of any of the
Properties, (c) result in the creation or
imposition of any lien or other encumbrance
upon the Properties, or (d) violate
any applicable law, rule or regulation
binding upon Partner or the Properties.
SECTION 4.5
APPROVALS. Other than requirements (if any) that there be
obtained consents to assignment (or waivers
of preferential rights to purchase)
from third parties, and except for
approvals required to be obtained from
governmental entities who are lessors under
leases forming a part of the Oil and
Gas Properties (or who administer such
leases on behalf of such lessors) which
are customarily obtained post-closing and
which Partner has no reason to believe
cannot be obtained and except for approvals
from the federal government with
respect to the transfer of the federal
leases, no consent, approval, order, or
authorization of, or declaration, filing,
or registration with, any court or
governmental agency or of any third party
is required to be obtained or made by
Partner in connection with the execution,
delivery, or performance by Partner of
this Agreement or any of the other Closing
Documents.
SECTION 4.6
LITIGATION. Except as set forth on EXHIBIT 4.6, there are no
suits, actions, claims, notices of
violation or other judicial, administrative
or arbitral proceedings (collectively,
"PROCEEDINGS") pending or existing with
respect to which Partner has been served or
has received notice, and to
Partner's Knowledge (which, as used in this
Agreement, shall mean to the actual
knowledge of executive personnel of Partner
listed on EXHIBIT 4.6(B), in its
office located at the address set forth in
SECTION 14.1), there are no other
Proceedings or investigations pending or
threatened against Partner or which
relate to the Properties (including without
limitation, Proceedings pursuant to
Applicable Environmental Laws, as defined
herein, and Proceedings challenging or
pertaining to Partner's title to any of the
Properties), or affecting the
execution and delivery of this Agreement or
the consummation of the transactions
contemplated hereby.
SECTION 4.7
BASIC DOCUMENTS.
(a) To Partner's Knowledge:
(i) the following are in full force and effect and constitute
valid and binding obligations of the parties thereto:
(A) the oil, gas and or/or mineral leases, to the extent
Partner's interest in which comprise parts of the Oil and Gas
Properties; and
(B) the Contracts, Permits and Easements, to the extent
comprising any part of the Properties.
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(Such leases and
all of such Contracts, Permits and Easements are described
in (A) and (B)above are herein called the
"BASIC DOCUMENTS");
(ii) all contracts and agreements which are Basic Documents are
disclosed on EXHIBIT 4.7.
(b) To Partner's Knowledge, (i) Partner is not in breach or
default
(and no
situation exists which with the passing of time or giving of
notice
would create a
breach or default) of its obligations under the Basic
Documents, and
(ii) no breach or default by any third party (or situation
which with the
passage of time or giving of notice would create a breach or
default) exists,
in each case to the extent such breach or default (whether
by Partner or
such a third party) could reasonably be expected to
materially
adversely affect the ownership, exploration, development,
maintenance,
operation, value or use of any of the Property after the
Effective Date;
and
(c) To Partner's Knowledge, (i) all payments (including all
delay
rentals,
royalties, shut-in royalties and valid calls for payment or
prepayment under
operating agreements) due and payable on or before the
Effective Date
by Partner under the Basic Documents have been paid and (ii)
such payments
due and payable by third parties on or before the Effective
Date where the
non-payment of same by a third party could materially and
adverse affect
the ownership, exploration, development, operation,
maintenance,
value or use of any of the Oil and Gas Properties after the
Effective Date
have been paid, in each case except for amounts that are
being contested
in good faith.
For the purposes
of the representations contained in this Section (and
without limitation of such
representations), the non-payment of an amount, or
non-performance of an obligation, where
such non-payment, or non-performance,
could result in the forfeiture or
termination of material rights of Partner
under a Basic Document, shall be considered
material.
SECTION 4.8
COMMITMENTS, ABANDONMENTS OR PROPOSALS. Except as set forth in
EXHIBIT 4.8:
(a) Partner has incurred no expenses, and has made no commitments
to
make
expenditures (including Partner has not entered into any
agreements
that would
obligate Partnership to make expenditures), in connection with
(and no other
obligations or liabilities have been incurred which would
adversely
affect) the ownership or operation of the Properties after the
Effective Date,
other than routine expenses incurred in the normal
operation of the
Oil and Gas Properties;
(b) Partner has not abandoned any wells (or removed any material
items
of equipment,
except those replaced by items of materially equal
suitability) on
the Oil and Gas Properties since the date of the Reserve
Report; and
(c) no proposals in excess of $25,000 are currently outstanding
(whether made by
Partner or by any other party) to drill additional wells,
or to deepen,
plug back, or rework existing wells, or to conduct other
operations for
which consent is required under the applicable operating
agreement, or to
conduct any other operations, or to abandon any wells, on
the Oil and Gas
Properties.
SECTION 4.9
PRODUCTION SALES CONTRACTS. There exist no agreements or
arrangements for the sale of production
from the Oil and Gas Properties
(including calls on, or other rights to
purchase, production, whether or not the
same are currently being exercised) other
than (a) production sales contracts
(in this Section, the "SCHEDULED PRODUCTION
SALES CONTRACTS") disclosed in
EXHIBIT 4.9 or (b) agreements or
arrangements which are cancelable on 90 days
notice or less without penalty or
detriment. To Partner's Knowledge, Partner is
presently receiving a price for all
production from (or attributable to) each
Oil and Gas
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Property covered by a Scheduled Production
Sales Contract as computed in
accordance with the terms of such contract,
and is not having deliveries of gas
from any Oil and Gas Property subject to a
Scheduled Production Sales Contract
curtailed substantially below the contract
quantity specified in such Scheduled
Production Sales Contract.
SECTION 4.10
AREA OF MUTUAL INTEREST AND OTHER AGREEMENTS; TAX
PARTNERSHIPS. No Oil and Gas Property is
subject to (or has related to it) any
area of mutual interest agreements. No Oil
and Gas Property is subject to (or
has related to it) any farm-out or farm-in
agreement under which any party
thereto is entitled to receive assignments
not yet made, or could earn
additional assignments after the Effective
Date.
SECTION 4.11
PAYMENT OF EXPENSES. To Partner's Knowledge, all expenses
(including all bills for labor, materials
and supplies used or furnished for use
in connection with the Properties, and all
severance, production, ad valorem,
windfall profit and other similar taxes)
relating to the ownership or operation
of the Properties, have been, and are
being, paid (timely, and before the same
become delinquent) by Partner, except such
expenses and taxes as are disputed in
good faith by Partner and for which an
adequate accounting reserve has been
established by Partner.
SECTION 4.12 COMPLIANCE WITH
LAWS.
(a) To Partner's Knowledge, the ownership and operation of the
Properties, has
been in conformity, in all material respects, with all
applicable laws,
and all applicable rules, regulations and orders of all
governmental
agencies having jurisdiction, relating to the Properties;
(b) Without in any way limiting the foregoing representations,
to
Partner's
Knowledge, the Properties are not in any material violation of,
or subject to,
any material remedial obligations under, any and all
applicable laws,
rules, regulations, statutes, ordinances, codes or other
legally
enforceable requirements (including, without limitation, common
law) of any
governmental authority regulating, relating to or imposing
liability or
standards of conduct concerning protection of the environment
or human health
and safety or orders pertaining to health or the
environment
(hereinafter collectively called "APPLICABLE ENVIRONMENTAL
LAWS");
(c) To Partner's Knowledge, no hazardous substances or solid
wastes
(as defined in
the Applicable Environmental Laws) (i) have been generated
on the
Properties and disposed of in violation of Applicable
Environmental
Laws or (ii) have been
disposed of or released on or onto the Properties,
except for
immaterial leaks and spills ordinarily encountered in oil and
gas operations
which could not reasonably be expected to give rise to a
material
remedial obligation or which have been cleaned up in accordance
with customary
industry practices;
(d) Without limitation of the foregoing, as to all Properties,
to
Partner's
Knowledge, there are no underground storage tanks,
polychlorinated
biphenyls, products containing polychlorinated biphenyls,
asbestos or
asbestos containing materials other than asbestos or asbestos
containing
materials that do not require immediate remediation or create
any current
liability for its presence; and
(e) To Partner's Knowledge all oil and gas wells comprising a part
of
the Properties
have been drilled and completed within the boundaries of the
applicable
leases or within limits otherwise permitted by a valid and
enforceable
pooling, unit, or other agreement or contract or by applicable
law.
SECTION 4.13
PLUGGING OBLIGATIONS. Except for wells listed on EXHIBIT 4.13
which includes shut in wells waiting for
pipeline connections, there are no dry
holes, or shut in or otherwise inactive
wells,
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saltwater disposal wells, or producing
wells not listed in the Reserve Report
located on the Oil and Gas Properties or on
lands pooled or unitized therewith,
except for wells that have been properly
plugged and abandoned.
SECTION 4.14
GOVERNMENTAL PERMITS. Partner has all governmental licenses or
permits necessary or appropriate to (i) own
and operate the Oil and Gas
Properties as presently being owned and
operated and (ii) build, install,
operate and maintain the Pipeline and
connect any wells owned by Partnership on
the Properties; and such licenses, permits
and filings are in full force and
effect (and, except for those permits
listed on EXHIBIT 4.14, are transferable
to Partnership), and Partner has not
received written notice of any violations
in respect of any such licenses or
permits.
SECTION 4.15
RESERVE REPORT INFORMATION. Except with respect to
projections, estimates and interpretations
and pricing with respect to which
Partner makes no representation or
warranty, to Partner's Knowledge, all
historical information furnished by
Partner, or its representatives, to
Partnership or to Cawley, Gillespie &
Associates, Inc. in connection with the
preparation of a reserve report (the
"RESERVE REPORT") with respect to the Oil
and Gas Properties dated as of April 1,
2005 are true and correct in all
material respects. From April 1, 2005,
until Closing, production has not
decreased, individually on a well-by-well
basis or in the aggregate, from
Partner's historical production from the
Properties other than (i) normal
decrease in production rates over time,
(ii) temporary suspensions of production
due to maintenance or repair operations on
any wells, or (iii) as to those wells
set forth on EXHIBIT 4.15.
SECTION 4.16
STATE OF REPAIR. To Partner's Knowledge, the Properties are in
a state of repair so as to be reasonably
adequate for normal operations.
SECTION 4.17 NO
ALIENATION. Except for those Properties ultimately conveyed
to Partnership under the Purchase and Sale
Agreement with Frank C. Wade, F-Wade
Holdings, Ltd., and F-W Oil Interests, Inc.
of even date herewith, within 120
days of the date hereof, Partner has not
sold, assigned, conveyed, or
transferred or contracted to sell, assign,
convey or transfer any right or title
to, or interest in, the Properties.
SECTION 4.18
INFORMATION. Except with respect to projections, estimates and
interpretations and pricing with respect to
which Partner makes no
representations, to Partner's Knowledge,
all of the information (written or
oral) heretofore or hereafter furnished by
Partner taken in the aggregate with
respect to the Properties is true and
correct in all material respects, and, to
Partner's Knowledge, does not omit any
information that is necessary to prevent
such information in the light of the
circumstances under which it was provided
from being misleading in any material
respect.
SECTION 4.19 NO
ORAL CONTRACTS. Partner has not entered into any material
oral contract with respect to the
Properties which is still in force and effect.
SECTION 4.20
PREFERENTIAL RIGHTS AND CONSENTS TO ASSIGN. To Partner's
Knowledge, there are no consents to
assignment or waivers of preferential rights
to purchase that must be obtained from
third parties (which have not been
obtained by the date of this Agreement) in
order for Partner to consummate the
transactions contemplated by this Agreement
without violating or breaching a
duty or obligation of Partner.
SECTION 4.21
INTENTIONALLY OMITTED.
SECTION 4.22
WELL AND PUD LOCATIONS. To Partner's Knowledge, the location
of each well and PUD (if drilled) listed on
EXHIBIT C complies in all material
respects with (or in the case of a PUD
would comply with) all applicable laws
and all applicable rules, regulations and
orders of governmental agencies having
jurisdiction.
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SECTION 4.23
INSURANCE. As of the Effective Date, and as shown on EXHIBIT
4.23 Partner has insurance covering the
Properties, in the amounts and scope
shown on such Exhibit.
SECTION 4.24
EASEMENT RENTALS. Except for those listed on EXHIBIT 4.24,
none of the Easements require the payment
of a rental or other periodic fee in
order to maintain them in full force and
effect. All such rentals or other
periodic fees due prior to the Effective
Date under the Easements have been paid
in full, except for funds in suspense
accounts, and all taxes due and owing in
respect thereof have been paid in full.
SECTION 4.25
INTERCONNECTION CONTRACTS. Except for those Contracts listed
on EXHIBIT 4.25, none of the Contracts
obligate Partner to use the Property to
transport, gather or compress gas, or give
any party the right to interconnect
pipeline or other facilities with the
Pipeline.
SECTION 4.26
PLATFORMS. All platforms, governed by the MMS, which are
included in the Properties have
satisfactorily passed their most recent MMS
annual platform surveys, and there are no
unresolved incidents of noncompliance.
SECTION 4.27 TAX
PARTNERSHIPS. None of the Properties are subject to a tax
partnership, including, without limitation,
any of the Properties that are
subject to any operating agreement or other
arrangement under which the parties
thereto have not made an effective election
pursuant to Section 761 of the
Internal Revenue Code of 1986 (herein
called the "INTERNAL REVENUE CODE") and
the Treasury Regulations promulgated
thereunder, to be excluded from the
application of Subchapter K, Chapter 1,
Subtitle A, of the Code.
SECTION 4.28
ACCOUNTING OF FUNDS. There are no Oil and Gas Properties where
(i) parties other than Partner own working
interests in the lands and depths
covered by such Oil and Gas Properties (or
in the units in which such Oil and
Gas Properties participate) and (ii)
Partner serves as operator, for itself and
such other parties (herein sometimes called
"NON-OPERATORS"), of such lands and
depths (or units) (such lands and depths,
and units, are herein called the
"OPERATING AGREEMENT PROPERTIES").
SECTION 4.29
INTENTIONALLY OMITTED.
SECTION 4.30
CONDUCT OF OPERATIONS.
(a) With respect to Properties on which Partner is not an operator,
to
Partner's
Knowledge, during the period of time beginning on the Effective
Date and ending
on the Closing Date the operator (i) continued the routine
operation of the
Properties in the ordinary course of business as would a
prudent
operator, (ii) in all material respects, operated the Properties
in
conformity with all
applicable law, and all applicable rules, regulations
and orders of
all governmental agencies having jurisdiction, (iii) in all
material
respects, acted in conformity with all oil, gas and/or mineral
leases, and in
conformity with all Basic Documents other than such leases,
and (iv) in all
material respects, fulfilled all obligations (including all
obligations to
make payments under leases or other Basic Documents) under
such leases, and
under such other Basic Documents and under such laws,
rules,
regulations and orders (without limitation of the foregoing,
the
failure to
perform an obligation, when such failure could result in
forfeiture or
termination of rights of Partner under a Basic Document,
shall be
considered material);
(b) With respect to Properties on which Partner is the
operator,
during the
period of time beginning on the Effective Date and ending on
the
Closing Date
Partner (a) continued the routine operation of the Properties
in the ordinary
course of business as would a prudent operator, (b) in all
material
respects, operated the Properties in conformity with all
applicable law,
and all applicable
11
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rules,
regulations and orders of all governmental agencies having
jurisdiction,
(c) in all material respects, acted in conformity with all
oil, gas and/or
mineral leases, and in conformity with all Basic Documents
other than such
leases, and (d) in all material respects, fulfilled all
obligations
(including all obligations to make payments under leases or
other Basic
Documents) under such leases, and under such other Basic
Documents and
under such laws, rules, regulations and orders (without
limitation of
the foregoing, the failure to perform an obligation, when
such failure
could result in forfeiture or termination of rights of Partner
under a Basic
Document, shall be considered material).
SECTION 4.31
RESTRICTIONS ON CERTAIN ACTIONS. During the period of time
beginning on the Effective Date and ending
on the Closing Date, except as set
forth on EXHIBIT 4.31, Partner has not:
(a) expended any funds, or made any commitments to expend funds
(including
entering into new agreements which would obligate Partner to
expend funds),
or otherwise incurred any other obligations or liabilities,
in connection
with the ownership or operation of the Properties after the
Effective Date,
other than routine expenses incurred in the normal
operation of the
Oil and Gas Properties, except in the event of an
emergency
requiring immediate action to protect life or preserve the
Properties;
or
(b) except where necessary to prevent the termination of an oil
and
gas lease or
other material agreement governing Partner's interest in the
Properties,
proposed the drilling of any additional wells, or proposed the
deepening,
plugging back or reworking of any existing wells, or proposed
the conducting
of any other operations which require consent under the
applicable
operating agreement, or proposed the conducting of any other
operations other
than the normal operation of the Oil and Gas Properties,
or proposed the
abandonment of any wells on the Oil and Gas Properties.
SECTION 4.32
PIPELINES. To Partner's knowledge, Partner has obtained all
required permits and approvals for the
construction and operation of the
Pipeline and has no reason to believe the
required permits or approvals that are
not yet due cannot be obtained without
causing any material delay in the
construction and use of the Pipeline.
Partner believes the planned capacity
available on the Pipeline would be adequate
to accommodate production of the
proved reserves in the Reserve Report based
on usual or customary production for
any wells as reflected in such report.
SECTION 4.33 GAS
IMBALANCES. As of the Effective Date there does not exist
any material gas imbalances (production,
gathering, processing, transportation
or otherwise) which are associated with the
Properties.
SECTION 4.34
DISCLAIMER OF WARRANTIES. Other than those representations and
warranties expressly set out in this
Agreement and the Conveyance to be
delivered at Closing, Partner hereby
expressly disclaims any and all
representations or warranties with respect
to the Properties or the transaction
contemplated hereby, and Partnership agrees
that the Properties are being sold
by Partner "where is" and "as is", with all
faults. Specifically as a part of
(but not in limitation of) the foregoing,
Partnership acknowledges that, other
than those representations and warranties
expressly set out in this Agreement
and the Conveyance to be delivered at
Closing, Partner has not made, and Partner
hereby expressly disclaims, any
representation or warranty (express, implied,
under common law, by statute or otherwise)
with respect to the Properties
INCLUDING (WITHOUT LIMITATION) TITLE TO THE
PROPERTIES, THE TITLE OR CONDITION
OF THE PROPERTIES, THE ESTIMATED AMOUNT OF
ANY PROVED, PROBABLE OR POSSIBLE
RESERVES, PRODUCTION RATES, RECOMPLETION
OPPORTUNITIES, DECLINE RATES, FUTURE
OIL OR GAS PRICES, FUTURE CAPITAL COSTS,
FUTURE OPERATING COSTS, FUTURE TAXES,
RATES OF RETURN OR FACTS RELATING TO
INDUSTRY-WIDE RISKS NORMALLY ASSOCIATED
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WITH THE OIL AND GAS BUSINESS AND PARTNER
DISCLAIMS ANY IMPLIED OR EXPRESS
WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR CONFORMITY TO
MODELS OR SAMPLES OF MATERIALS. All of the
disclaimers of warranties or other
matters in this section are subject to the
representations and warranties in
Article IV and are not meant to constitute
a waiver of limitation of any claim
against Partner for fraud.
SECTION 4.35
CASUALTY LOSS. No event of any material damage by fire or
other casualty to the Properties has
occurred on or after the Effective Date
which is not completely covered and
remedied by insurance procured by Partner.
ARTICLE V.
REPRESENTATIONS AND WARRANTIES OF PARTNERSHIP
Partnership
represents to Partner, as of the date of this Agreement, that:
SECTION 5.1
ORGANIZATION AND EXISTENCE. Partnership is a limited
partnership duly organized, legally
existing and in good standing under the laws
of Texas. The Partnership has submitted to
the MMS the documentation required to
establish its qualifications to hold
interests in the Offshore Properties and
believes in good faith that such
qualifications will be approved by the MMS.
SECTION 5.2
POWER AND AUTHORITY. Partnership has full partnership power and
partnership authority to execute, deliver,
and perform this Agreement and each
other agreement, instrument, or document
executed or to be executed by
Partnership in connection with the
transactions contemplated hereby to which it
is a party and to consummate the
transactions contemplated hereby and thereby.
The execution, delivery, and performance by
Partnership of this Agreement and
each other agreement, instrument, or
document executed or to be executed by
Partnership in connection with the
transactions contemplated hereby to which it
is a party, and the consummation by it of
the transactions contemplated hereby
and thereby, have been duly authorized by
all necessary partnership action of
Partnership.
SECTION 5.3
VALID AND BINDING AGREEMENT. This Agreement has been duly
executed and delivered by Partnership and
constitutes, and each other agreement,
instrument, or document executed or to be
executed by Partnership in connection
with the transactions contemplated hereby
to which it is a party has been, or
when executed will be, duly executed and
delivered by Partnership and
constitutes, or when executed and delivered
will constitute, a valid and legally
binding obligation of Partnership,
enforceable against it in accordance with
their respective terms, except that such
enforceability may be limited by (a)
applicable bankruptcy, insolvency,
reorganization, moratorium, and similar laws
affecting creditors' rights generally and
(b) equitable principles which may
limit the availability of certain equitable
remedies (such as specific
performance) in certain instances.
SECTION 5.4
NON-CONTRAVENTION. The execution, delivery, and performance by
Partnership of this Agreement and each
other agreement, instrument, or document
executed or to be executed by Partnership
in connection with the transactions
contemplated hereby to which it is a party
and the consummation by it of the
transactions contemplated hereby and
thereby do not and will not (a) conflict
with or result in a violation of any
provision of the partnership agreement or
other governing instruments of Partnership,
(b) conflict with or result in a
violation of any provision of, or
constitute (with or without the giving of
notice or the passage of time or both) a
default under, or give rise (with or
without the giving of notice or the passage
of time or both) to any right of
termination, cancellation, or acceleration
under, any bond, debenture, note,
mortgage, indenture, lease, contract,
agreement, or other instrument or
obligation to which Partnership is a party
or by which Partnership or any of its
properties may be bound, (c) result in the
creation or imposition of any lien or
13
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other encumbrance upon the properties of
Partnership, or (d) violate any
applicable law, rule or regulation binding
upon Partnership.
SECTION 5.5
APPROVALS. No consent, approval, order, or authorization of, or
declaration, filing, or registration with,
any court or governmental agency or
of any third party is required to be
obtained or made by Partnership in
connection with the execution, delivery, or
performance by Partnership of this
Agreement and each other agreement,
instrument, or document executed or to be
executed by Partnership in connection with
the transactions contemplated hereby
to which it is a party or the consummation
by it of the transactions
contemplated hereby and thereby, other the
approval by the MMS of the
Partnership's qualifications to hold
interests in the Offshore Properties and
the approval by the MMS of the transfers of
the Offshore Properties to the
Partnership.
SECTION 5.6
PENDING LITIGATION. There are no pending suits, actions, or
other proceedings in which Partnership is a
party which affect the execution and
delivery of this Agreement or the
consummation of the transactions contemplated
hereby.
ARTICLE VI.
CERTAIN PRE-CLOSING COVENANTS
From the
Effective Date until Closing or as otherwise indicated,
SECTION 6.1
ACCESS TO FILES. Partner shall give, and has given,
Partnership, the attorneys, Thompson &
Knight L.L.P., and other representatives
of all of the above (
