STOCK PURCHASE AGREEMENT

Exhibit 2.10

 

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT, made as of the 2nd day of October, 2007, by and among Rio Vista GO, LLC, an Oklahoma limited liability company or its assigns (“ Buyer ”) and Rio Vista Energy Partners L.P., a Delaware limited partnership (“ Rio Vista ”), and Outback Production, Inc., a Nevada corporation (“ Seller ”) and GO, LLC, an Oklahoma limited liability company (the “ Company ”), and Gary Moores and Bill Wood (individually, a “ Shareholder ” and collective, the “ Shareholders ”).

RECITALS :

Seller owns all of the issued and outstanding shares of membership interest (the “ Membership Interests ”) of the Company, as set forth on Schedule 3.1 ;

Buyer desires to acquire the Membership Interest on the terms and conditions hereinafter set forth.

Company is engaged in the business of owning and operating an oil and gas pipeline (the “ Business ”); and

A list of defined terms appears in Section 17 of this Agreement.

AGREEMENT:

NOW, THEREFORE, in consideration of the premises and of the mutual covenants hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

1.  Acquisition of Membership Interest and Exchange of Units.

1.1 Purchase Price . On the Closing Date, the Seller shall convey, transfer and assign, upon the terms and conditions herein set forth, to Buyer, free and clear of all liens, security interests, pledges, claims and encumbrances of every kind, nature and description, and Buyer shall accept from the Seller, all but not less than all of the Membership Interests in exchange for a total purchase price (the “ Purchase Price ”) payable as follows:

1.1.1 Subject to Section 1.1.2, at Closing, Buyer will pay Seller $3,000,000 in cash or other immediately available funds and will deliver to Seller ninety-one thousand nine hundred nine-six (91,996) common units of Rio Vista (the “Purchase Price Units”).

1.1.2 Upon execution of this Agreement, Buyer will immediately pay Seller via wire transfer a non-refundable deposit in cash or other immediately available funds in the amount $400,000 (the “Deposit”). In no event shall the Deposit be refundable to Buyer. The Deposit shall be credited against the cash portion of the Purchase Price at Closing, as shall any additional deposit paid to the Seller pursuant to Section 10.1.

2.  Representations and Warranties of the Seller and the Shareholders. As material inducement to Buyer to enter into this Agreement and to close hereunder, the Seller and the Shareholders hereby jointly and severally make the following representations, warranties and agreements to and with Buyer:

2.1 Due Organization; Capitalization; and Articles, Bylaws and Records .

2.1.1 Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Oklahoma and has the full limited liability company power and authority to own its properties, carry on its business as it is now being conducted and perform its obligations under all Contracts, and is duly qualified to do business as a foreign corporation in the jurisdictions specified in Schedule 2.1 , which constitutes all the jurisdictions in which such qualification is required.

2.1.2 The issued and outstanding Membership Interests are as set forth in Schedule 3.1. The Membership Interests are owned by the Seller, free and clear of all liens, encumbrances, security agreements, options, claims, charges and restrictions, all of which outstanding shares are validly issued, fully paid and non-assessable. There are no outstanding options, warrants, calls, commitments or plans by the Seller to admit new members to the Company; to make distributions to the Seller; or to purchase, redeem, or retire any outstanding Membership Interest; nor are there outstanding any securities or obligations that are convertible into or exchangeable for a legal or beneficial interest in the Company.

2.1.3 The minute books and stock records of Company and its subsidiaries are complete and accurate and all signatures included therein are the genuine signatures of the persons indicated as signing. True, correct and complete copies of Company’s and each subsidiary’s minute books and stock records, including Company’s and each subsidiary’s organizational documents and all amendments to both, have been delivered to or made available for inspection by the Buyer. The Company is not in default under or in violation of any provision of its organizational documents. The books of account, stock records, minute books and other records of Company are accurate, up-to-date and complete, and have been maintained in accordance with prudent business practices.

2.1.4 The Company has no subsidiaries.

2.1.5 The Company is a Oklahoma limited liability company which was recently converted from a corporation that conducted business under the name GO, Inc. (The Company’s recent conversion, issuance of Membership Interests and all other related corporate activities incident thereto are hereby excluded from all representations and warranties set forth below.)

2.2 Authority; Binding Nature of Agreements . Seller has the absolute and unrestricted right, power and authority to enter into and to perform its obligations under this Agreement and all other agreements, certificates and instruments contemplated to be executed and delivered by Seller in connection with this Agreement, and the execution, delivery and performance by Seller of this Agreement and such other agreements, certificates and instruments have been duly authorized by all necessary action on the part of Seller and its shareholders, board of directors and officers. Each of this Agreement and such other agreements, certificates and instruments constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting creditors rights.

2.3 Non Contravention; Consents . Neither the execution and delivery of this Agreement, nor the consummation or performance of any of the transactions contemplated hereby, will directly or indirectly (with or without notice or lapse of time):

2.3.1 contravene, conflict with or result in a violation of (a) any of the provisions of Seller’s or Company’s organizational documents, (b) any resolution adopted by Company’s members or managers, or (c) any resolution adopted by Seller’s shareholders or board of directors or any committee thereof;

2.3.2 contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Company or Seller, or any of the assets owned or used by Company, is subject;

2.3.3 cause Company to become subject to, or to become liable for the payment of, any Tax;

2.3.4 contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Company or any of its employees or that otherwise relates to Company’s business or to any of the assets owned or used by Company;

2.3.5 contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any of the Contracts;

2.3.6 give any Person the right to (a) declare a default or exercise any remedy under any Contract, (b) accelerate the maturity or performance of any Contract, or (c) cancel, terminate or modify any Contract;

2.3.7 give any Person the right to any payment by Company or give rise to any acceleration or change in the award, grant, vesting or determination of options, warrants, rights, severance payments or other contingent obligations of any nature whatsoever of Company in favor of any Person, in any such case as a result of the change in control of Company or otherwise resulting from the transactions contemplated hereby;

2.3.8 contravene, conflict with or result in a violation or breach of or a default under any provision of, or give any Person the right to declare a default under, any Contract to which Seller is a party or by which Seller is bound; or

2.3.9 result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by Company.

None of the Company, Shareholders or Seller was, is or will be required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person in connection with the execution and delivery of the Agreement or the consummation or performance of any of the transactions contemplated hereby.

2.4 Subsidiaries and Joint Ventures . Except as disclosed on Schedule 2.4 , there is no Entity in which Company owns, directly or indirectly, a controlling interest or a majority of the outstanding shares or other equity interest issued by such Entity, nor does Company own any other capital stock, security, partnership interest or other interest of any kind, either direct or indirect, in any Entity. Schedule 2.4 states the jurisdiction of incorporation of each such subsidiary and the jurisdictions in which it is qualified to do business as a foreign entity. Each such subsidiary is qualified in all jurisdictions in which such qualification is required.

2.5 Financial Statements .

2.5.1 Company has delivered to the Buyer the following financial statements and notes, which are included in Schedule 2.5 (collectively, the “ Financial Statements ”):

(a) the unaudited balance sheets of Company as of September 21, 2007 (the “ Unaudited Interim Balance Sheet ”), and related unaudited statements of operations for the period from the date of the audited balance sheet.

2.5.2 The Financial Statements are complete and correct, in accordance with the books and records of Company, present fairly and accurately the consolidated financial position of Company as of the respective dates thereof and the results of operations and changes in shareholder’s equity and cash flows of Company for the respective periods covered thereby, and have been prepared in conformity with GAAP applied on a consistent basis, subject, in the case of the unaudited financial statements, to normal recurring year-end adjustments, the effect of which will not be material, and the absence of notes. The Financial Statements do not contain any items of special or nonrecurring income or any other income not earned in the Ordinary Course of Business except as specified therein. Company has delivered to or made available for inspection by the Buyer true and correct copies of all correspondence sent by all legal counsel for Company to the auditors which audited such Financial Statements in response to letters from Company to such counsel requesting that such counsel supply the auditors with certain information regarding pending or threatened litigation, unasserted claims and other matters relevant to the auditors’ audit of such financial statements.

2.6 Liabilities; Suppliers .

2.6.1 Company has no Liabilities, except for:

(a) liabilities reflected as part of the Unaudited Interim Balance Sheet;

(b) liabilities (of the type required to be reflected as current liabilities on a balance sheet prepared in accordance with GAAP) incurred by Company in the Ordinary Course of Business since the date of Unaudited Interim Balance Sheet, none of which individually or in the aggregate had or will have a material adverse effect on the business of Company or its financial condition, and

(c) Company’s obligations under the Contracts listed in Schedule 2.6 .

2.6.2 Schedule 2.6 : (a) provides a materially accurate and complete breakdown and aging of Company’s accounts payable as of the date of Unaudited Interim Balance Sheet; (b) provides a materially accurate and complete breakdown of all customer deposits and other deposits held by Company as of the date of Unaudited Interim Balance Sheet; and (c) provides a materially accurate and complete breakdown of Company’s long term debt as of the date of this Agreement. Except as disclosed in Schedule 2.6 , neither Company nor Seller has any notice of or reason to believe that any supplier of Company will cease to be a supplier of Company after the Closing.

2.7 Absence of Changes . Except as set forth in Schedule 2.7 , since the date of Unaudited Interim Balance Sheet through the date of Closing:

2.7.1 there has not been and will not be any material adverse change in Company’s business, condition, assets, liabilities, operations, financial performance, results of operations or prospects, and no event has occurred that likely would have a materially adverse effect on Company’s business, condition, assets, liabilities, operations, financial performance, results of operations or prospects;

2.7.2 there has not been and will not be any material loss, damage or destruction to, or any interruption in the use of, any of Company’s assets (whether or not covered by insurance);

2.7.3 Company has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of Membership Interest, (ii) repurchased, redeemed or otherwise reacquired any shares of Membership Interest or other securities, or (iii) excluding payment of ordinary salaries or reimbursement of expenses, transferred assets of any kind to any Person, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.4 Company has not sold or otherwise issued any shares of Membership Interest or any other securities, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.5 Company has not amended its organizational documents, failed to maintain its corporate existence or powers or failed to maintain its qualification as a foreign corporation in each jurisdiction where it is so qualified and has not effected or been a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.6 Company has not purchased or otherwise acquired any asset from any other Person, except for assets acquired by Company in the Ordinary Course of Business, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.7 Company has not leased or licensed any asset from any other Person except for assets leased or licensed in the Ordinary Course of Business, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.8 Company has not made any individual capital expenditure, measured by invoice amount, in excess of $50,000.00, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.9 Company has not sold or otherwise transferred, and has not leased or licensed, any asset to any other Person except for products sold by Company from its inventory or assets leased or licensed in the Ordinary Course of Business, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.10 Company has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.11 Company has not pledged or hypothecated any of its assets or otherwise permitted any of its assets to become subject to any Encumbrance, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.12 Company has not made any loan or advance to any other Person or assumed or guaranteed any Liability of any other Person, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.13 Company has not (a) established or adopted any Employee Benefit Plan, or (b) paid any bonus or made any profit sharing or similar payment to, or materially increased the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.14 Company has not entered into, and neither Company nor any of the assets owned or used by Company has become bound by, any Contract, other than Contracts entered in the Ordinary Course of Business; and no Contract under which Company has or had any rights or interest, has been amended or terminated, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.15 Company has not incurred, assumed or otherwise become subject to any Liability, other than Liabilities incurred by Company in the Ordinary Course of Business, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.16 Company has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except any that (a) have been incurred by Company since the date of Unaudited Interim Balance Sheet in the Ordinary Course of Business, and (b) have been discharged or paid in the Ordinary Course of Business, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.17 Company has not forgiven any debt or otherwise released or waived any right or claim, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.18 Company has not changed any of its methods of accounting or accounting practices in any respect, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.19 Company has not entered into any transaction or taken any other action outside the Ordinary Course of Business, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.20 Company has not made any payment, direct or indirect, of any Liability before the same shall have become due in accordance with its terms, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.21 Company has not entered into any agreements regarding any merger or consolidation of or by Company with any other corporation or any acquisition of all or any part of the stock, equity interest or the business or assets of any other person, firm, association, corporation or business organization, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.22 Company has not entered into any agreement regarding the purchase or lease of any property from any officer, director, employee or shareholder of Company, or any member of his or her family or any affiliate or associate of any such Person, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.23 To the Knowledge of Seller and each Shareholder, Company has not failed to perform any of its obligations in any material respect or suffered or permitted any default to exist under any Contract to which the Company is a party or by which it or any of its property may be bound or affected, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.24 Company has not received any notice of termination, breach or default with respect to any Contract to which the Company is a party or by which it or any of its property may be bound or affected. Should Company receive any such notice between the date of this Agreement and the Closing, Shareholders shall immediately forward such notice to Buyer;

2.7.25 There have been no incidents involving any labor union organizing activity, labor dispute, trouble, strike or threatened strike, stoppage or other occurrence, event or condition of any similar character, or material change in relations with its employees, agents, customers or suppliers, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.26 Company has not transferred or granted any rights in or entered into any settlement regarding the Proprietary Assets, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.27 Company has not terminated or closed any business operation of Company, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.28 Company has used, and shall continue to use,its reasonable commercial business efforts to preserve its business organization intact, to keep available the services of its employees and to preserve its relationships with its customers, suppliers and others with whom it deals;

2.7.29 Company has not lost the services of any employee and has not sustained a termination of its relationship with any customer, supplier or other person with whom it deals and whose relationship is material to Company, and no such termination is anticipated. Should any such termination occur between the date of this Agreement and the Closing, Shareholders shall immediately inform Buyer of such termination;

2.7.30 Company has not instituted, settled or agreed to settle any Proceeding before any Governmental Body relating to Company or any of its property, and will not do any of the foregoing from the date of this Agreement through the Closing;

2.7.31 Company has not failed to replenish its Inventories in a normal and customary manner consistent with prior practice, or entered into purchase commitments in excess of the normal, ordinary and usual requirements of the business or at any price in excess of the then current market price, or changed its selling, pricing, advertising or personnel practices inconsistent with prior practice, and will not do any of the foregoing from the date of this Agreement through the Closing; and

2.7.32 Company has not agreed or committed (in writing or otherwise), to take any of the actions referred to in Sections 2.7.3 through 2.7.31, and will not agree or commit to take any such action between the date of this Agreement through Closing .

2.8 Real Estate .

2.8.1 Other than the Oil and Gas Assets, the Company has no interest in any real estate.

2.8.2 There are no current property management, service, equipment, supply, security, maintenance, construction or concession agreements with respect to or affecting the Company, except as disclosed on Schedule 2.8 .

2.9 Title to Assets . Except as set forth in Schedule 2.9 or as noted in the Unaudited Interim Balance Sheet, Company owns, free and clear of Encumbrances:

2.9.1 all assets reflected on the Unaudited Interim Balance Sheet (except for inventory sold by Company since the date of Unaudited Interim Balance Sheet, in the Ordinary Course of Business);

2.9.2 all assets acquired by Company since the date of Unaudited Interim Balance Sheet (except for inventory sold by Company since the date of Unaudited Interim Balance Sheet, in the Ordinary Course of Business);

2.9.3 all assets referred to in Schedules 2.10, 2.11 and 2.16 and all of Company’s rights under Contracts; and

2.9.4 all other assets reflected in Company’s current books and records as being owned by Company.

2.10 Receivables; Major Customers .

2.10.1 Schedule 2.10 provides a materially accurate and complete breakdown and aging of all accounts and notes receivable and a list of all other receivables of Company as of the date of Unaudited Interim Balance Sheet.

2.10.2 Except as otherwise set forth in Schedule 2.10 , all existing accounts receivable of Company (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since the date of Unaudited Interim Balance Sheet and have not yet been collected): (a) represent valid obligations of customers of Company arising from bona fide transactions entered into in the Ordinary Course of Business; and (b) are current and where known collection problems exist, such problems have been disclosed. No account debtor has any valid set-off, deduction or defense with respect thereto and no account debtor has asserted any such set-off, deduction or defense.

2.10.3 Except as otherwise disclosed in Schedule 2.10 , neither Company nor Seller has any notice of or reason to believe that any customer of the Company will cease to be a customer of Company after the Closing.

2.11 Equipment .

2.11.1 Schedule 2.11 consists of a Company capital equipment and depreciation schedule, which describes historical cost and depreciation information with respect to all of Company’s capital equipment, furniture, fixtures, improvements and other tangible personal property. Schedule 2.11 also accurately identifies all material tangible personal property leased to Company.

2.11.2 Each material asset of Company: (a) is, to the Knowledge of Seller and each Shareholder, free of defects and deficiencies and in reasonably good condition and repair, consistent with its age and intended use (ordinary wear and tear excepted); (b) to the Knowledge of Seller and each Shareholder, complies in all material respects and is being operated and otherwise used in compliance with applicable Legal Requirements; (c) in the reasonable business judgment of the Company and to the Knowledge of Seller and each Shareholder, is adequate for the uses to which it is being put; (d) in the reasonable business judgment of the Company and to the Knowledge of Seller and each Shareholder, is adequate for the conduct of Company’s business in the manner in which such business is currently being conducted; (e) in the reasonable business judgment of the Company and to the Knowledge of Seller and each Shareholder, has been adequately maintained in accordance with reasonable maintenance schedules; and (f) is owned by Company free and clear of any Encumbrance.

2.12 Products and Inventories .

2.12.1 To the best of the Knowledge of Seller and each Shareholder, all products held or intended for sale (“ Inventories ”) of Company reflected in the Unaudited Interim Balance Sheet are merchantable, and comply with all Legal Requirements. All Inventories at the Closing will be owned by Company free and clear of any Encumbrance.

2.12.2 The values net of reserves at which the Inventories are carried on the Unaudited Interim Balance Sheet reflect the normal and consistent inventory valuation method of Company of valuing inventory all in accordance with GAAP.

2.12.3 Except as specifically disclosed in Schedule 2.12 , the products previously sold or delivered by Company or to be sold or delivered between the date hereof and the Closing will be merchantable and comply with or will comply with all applicable Legal Requirements.

2.12.4 The handling and storage practices, composition and labeling for each of Company’s products are in compliance with, and Company may store, distribute and sell each of its products on and after the Closing Date without violating any Legal Requirements.

2.13 Sufficiency of the Assets . As of the Closing Date, the properties and assets owned or leased by Company will constitute all the properties and assets currently used, and since the date of Unaudited Interim Balance Sheet have been used, by Company in its business, except for dispositions made in the Ordinary Course of Business, and in the reasonable business judgment of the Company are sufficient for the operation of its business on a basis consistent with past practices.

2.14 Tax Matters .

2.14.1 Except as set forth in Schedule 2.14 , each Tax required to have been paid, or claimed by any Governmental Body to be payable, by Company (whether pursuant to any Tax Return or otherwise) has been duly paid in full on a timely basis. Any Tax required to have been withheld or collected by Company has been duly withheld and collected, and (to the extent required) each such Tax has been paid to the appropriate Governmental Body.

2.14.2 Schedule 2.14 accurately identifies all presently unfiled Tax Returns required to be filed by or on behalf of Company with any Governmental Body with respect to any taxable period ending on or before the Closing Date (“ Company Returns ”). All Company Returns (including monthly payroll returns) (a) have been or will be filed when due, and (b) have been, or will be when filed, accurately and completely prepared in compliance with all applicable Legal Requirements. All amounts shown on Company Returns to be due on or before the Closing Date, and all amounts otherwise payable in connection with Company Returns on or before the Closing Date, have been or will be paid on or before the Closing Date. Company has delivered or, as requested by Buyer prior to Closing, shall deliver or make available for inspection to the Buyer accurate and complete copies of Company Returns (other than monthly payroll returns) filed by Company.

2.14.3 Except as otherwise disclosed in Schedule 2.14 , Company’s liability for unpaid Taxes for all periods ending on or before the date of the Unaudited Interim Balance Sheet does not, in the aggregate, exceed the amount of the current estimated offsetting credits and liability accruals for Taxes (excluding reserves for deferred taxes) reported in the Unaudited Interim Balance Sheet.

2.14.4 Schedule 2.14 accurately identifies each examination or audit of any Company Return that has been conducted by any Governmental Body. Company has delivered to the Buyer accurate and complete copies of all audit reports and similar documents (to which Company has access) relating to Company Returns. Except as set forth in Schedule 2.14 , no extension or waiver of the limitation period applicable to any of Company Returns has been granted (by Company or any other Person), and no such extension or waiver has been requested from Company.

2.14.5 Except as set forth in Schedule 2.14 , no claim or other Proceeding is pending or, to the Knowledge of the Company and Seller, has been threatened against or with respect, to Company or Seller in respect of any Tax. There are no unsatisfied Liabilities for Taxes (including Liabilities for interest, additions to Tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by Seller or Company. Company has not been, and will not be, required to include any adjustment in taxable income for any Tax period (or portion thereof) pursuant to Section 481 or 263A of the Code or any comparable provision under state or foreign Tax laws as a result of transactions or events occurring, or accounting methods employed, prior to the Closing.

2.14.6 There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of Company that, individually or collectively, could give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162 of the Code.

2.14.7 Company is not, and has never been, a party to or bound by any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar Contract.

2.14.8 Company is not a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code and has not been a United States real property holding corporation within the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

2.14.9 Except as set forth in Schedule 2.14 , Company has no net operating losses or other Tax attributes presently subject to limitation under Code Sections 382, 383 or 384 or the federal consolidated return regulations.

2.14.10 All Taxes required to be withheld from employees up to and through the Closing Date will have been withheld and timely deposited prior to the Closing.

2.14.11 To the Knowledge of Seller and each Shareholder, the requirements of Section 274 of the Code (disallowance of certain entertainment and similar expenses) have been complied with in all material respects.

2.14.12 To the Knowledge of Seller and each Shareholder, no non-deductible expenses have been deducted on the federal income Tax Return for any year open to audit by the Internal Revenue Service.

2.14.13 Except as set forth in Schedule 2.14 , no Internal Revenue Service or state, county or local Tax audit is currently in progress.

2.14.14 Company has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement penalty within the meaning of Code Section 6662. Company has not participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (determining without regard to whether such transaction is a “reportable transaction” under such regulation).

2.14.15 Since its conversion to a limited liability company, Company has not made any election to be treated, for federal or state Tax purposes, as other than a partnership.

2.14.16 The Company continues to maintain its interest in the Oil and Gas Assets, which were acquired during the pre-conversion period when the Company was formerly known as GO, Inc., an Oklahoma corporation. Company represents and warrants that GO, Inc. paid any and all applicable Oklahoma Sales Tax when GO, Inc. originally acquired its interest in and to the Oil and Gas Assets, including any and all tangible personal property associated therewith. To the knowledge of Seller and Company, the continued ownership of the Oil and Gas Assets, including any and all tangible personal property associated therewith, by the Company as a result of its conversion from GO, Inc. to GO, LLC is not an event subject to Oklahoma Sales Tax.

2.15 Contracts .

2.15.1 Schedule 2.15 identifies each Contract of the Company. Except as identified in Schedule 2.15 , all Contracts are in writing. Company has delivered to the Buyer accurate and complete copies of all written Contracts identified in Schedule 2.15 , including all amendments thereto.

2.15.2 To the Knowledge of Seller and each Shareholder, each Contract is valid and in full force and effect, and is enforceable by Company in accordance with its terms.

2.15.3 To the Knowledge of Seller and each Shareholder, except as set forth in Schedule 2.15 : (a) no Person acting for Company has violated or breached, or declared or committed any default under, any Contract; (b) no event has occurred, and no circumstance or condition exists, that likely would (with or without notice or lapse of time) (i) result in a violation or breach of any of the provisions of any Contract, (ii) give any Person the right to declare a default or exercise any remedy or hinder any Contract, (iii) give any Person the right to accelerate the maturity or performance of any Contract, or (iv) give any Person the right to cancel, terminate or modify any Contract; and (c) Company has not waived any of its rights under any Contract.

2.15.4 To the Knowledge of Seller and each Shareholder, no Person against which Company has or may acquire any rights under any Contract is insolvent or unable to materially satisfy all of such Person’s current and future monetary obligations and other obligations and Liabilities to Company under any such Contract.

2.15.5 Except as otherwise set forth in Schedule 2.15 : (a) Company has not guaranteed or otherwise agreed to insure or become liable for, and has not pledged any of its assets to secure, the performance or payment of any present obligation or other Liability of any other Person except in the Ordinary Course of Business; and (b) Company is not a party to or bound by (i) any joint venture agreement, partnership agreement, profit sharing agreement, royalty agreement, cost sharing agreement, loss sharing agreement or similar Contract, or (ii) any Contract that creates or grants to any Person, or provides for the creation or grant of, any stock appreciation right, phantom stock right or similar right or interest.

2.15.6 To the Knowledge of Seller and each Shareholder, the performance of the Contracts will not result in any violation of or failure to comply with any Legal Requirement.

2.15.7 Except as identified in Schedule 2.15 , no Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to Company under any Contract or any other term or provision of any Contract.

2.15.8 The Contracts identified in Schedule 2.15 collectively constitute all of the Contracts necessary in the reasonable business judgment of the Company to enable Company to conduct its business in the general manner in which its business is currently being conducted.

2.15.9 Except as set forth in Schedule 2.15 : (a) to the Knowledge of Seller and each Shareholder, the Contracts of Company, including but not limited to those described in Schedule 2.15 , are legally valid, binding and enforceable agreements of Company, except as enforceability may be limited by bankruptcy and other similar laws affecting creditors rights, and, to the Knowledge of Seller and each Shareholder, the other parties thereto; Company is not and, to the Knowledge of Seller and each Shareholder, no other party to any such Contract is in violation of or in default under such Contracts and no event or circumstances have occurred which constitute, or after notice or lapse of time or both would constitute, a violation or default thereunder on the part of Company or, to the Knowledge of Seller and each Shareholder, any other party thereto or result in a right to accelerate or loss of rights; and such Contracts will continue to be binding in accordance with their terms after the Closing, assuming any required consents listed in Schedule 2.15 are obtained; (b) to the Knowledge of Seller and each Shareholder, Company has fulfilled all material obligations required pursuant to each Contract to have been performed by it, and Company and the Seller have no reason to believe that Company will not be able to fulfill all of its obligations under the Contracts which remain to be performed after the date hereof, and (c) none of the payments required to be made under any Contract has been prepaid by more than 30 days prior to the due date of such payment thereunder and the estimated cost to complete any Contract of Company, plus expenses incurred by them on that Contract, is not presently anticipated to exceed the total Contract price.

2.16 Proprietary Assets .

2.16.1 Attached as Schedule 2.16 is (a) a description of all Proprietary Assets owned by, licensed to or used in the business of Company together with a designation of ownership, and (b) a listing of all Company agreements or arrangements which affect the ownership or use of any Proprietary Asset. Except as otherwise set forth in Schedule 2.16 , Company is the owner of all right, title and interest in and to each such Proprietary Asset free and clear of all Encumbrances or, to the Knowledge of Seller and each Shareholder, has the right to use, free and clear of royalties or any claims or rights of others, such Proprietary Assets.

2.16.2 In its business judgment, Company has taken reasonable business measures and precautions necessary to protect the confidentiality and/or value of each Company-owned Proprietary Asset identified or required to be identified in Schedule 2.16 .

2.16.3 Company has not at any time received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement of any Proprietary Asset owned or used by any other Person. To the best Knowledge of Seller and each Shareholder, no other Person is infringing, and no Proprietary Asset owned or used by any other Person infringes, any Proprietary Asset owned by Company.

2.17 Proceedings; Orders .

2.17.1 Except as set forth in Schedule 2.17 , there is no pending Proceeding, and, to the Knowledge of Seller and each Shareholder, no Person has threatened to commence any Proceeding: (a) that involves Company or that otherwise relates to or likely would affect Company’s business or any of the assets owned or used by Company (whether or not Company is named as a party thereto); or (b) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby.

2.17.2 Except as set forth in Schedule 2.17 , to the Knowledge of Seller and each Shareholder, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.

2.17.3 Except as set forth in Schedule 2.17 , within the last five (5) years: (a) no Proceeding has been commenced by or against Company, and (b) no Proceeding otherwise involving or relating to Company has been pending or, to the Knowledge of Seller and each Shareholder, threatened.

2.17.4 To the extent requested by Buyer, Company has delivered or will deliver prior to Closing to the Buyer materially accurate and complete copies of all pleadings, correspondence and other written materials to which Company has access that relate to the Proceedings identified in Schedule 2.17 .

2.17.5 There is no Order to which Company, or any of the assets owned or used by Company, is subject, and Seller is not subject to any Order that relates to Company’s business or to any of the assets owned or used by Company.

2.17.6 No officer or employee of Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to Company’s business.

2.17.7 There is no current proposed Order that, if issued or otherwise put into effect, (a) would have a materially adverse effect on Company’s business, condition, assets, liabilities, operations, financial performance, net income or prospects or on the ability of Company or Seller to comply with or perform any covenant or obligation under the Agreement, or (b) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated hereby.

2.17.8 Except as disclosed in Schedule 2.17 , each Proceeding listed in Schedule 2.17 is fully covered by existing policies of insurance.

2.17.9 Except as disclosed in Schedule 2.17 , Company is not a party to any Proceeding as a party plaintiff, nor is Company presently contemplating the initiation of any such Proceeding.

2.18 Employee and Labor Matters .

2.18.1 Schedule 2.18 accurately sets forth, with respect to each employee of Company (including any employee of Company who is on a leave of absence or on layoff status): (a) the name of such employee and the approximate date as of which such employee was originally hired by Company; and (b) such employee’s title and salary.

2.18.2 Except as otherwise specifically described in Schedule 2.18 , there is no former employee of Company who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from Company or otherwise) relating to such former employee’s employment with Company.

2.18.3 Except as otherwise set forth in Schedule 2.18 , Company is not a party to or bound by, and has never been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar Contract.

2.18.4 Except as otherwise set forth in Schedule 2.18 , the employment of each of Company’s employees is terminable by Company at will. Company has made available to the Buyer accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy, statements and other materials relating to the employment of the current and former employees of Company.

2.18.5 To the best of the Knowledge of Seller and each Shareholder: (a) no employee of Company has expressed an intent to terminate his employment with Company; (b) no employee of Company has received an offer to join a business that likely would be competitive with Company’s business; and (c) no employee of Company is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person) that likely would have an adverse effect on (i) the performance by such employee of any of his duties or responsibilities as an employee of Company, or (ii) Company’s business or operations.

2.18.6 Company is not engaged, and has never been engaged, in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting Company or any of its employees. There is not now pending, and to the Knowledge of Seller and each Shareholder no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute.

2.18.7 Except as set forth in Schedule 2.18 , no present or former employee of Company has any claim against Company (whether under a Legal Requirement, any employee agreement or otherwise) on account of or for (a) unaccrued overtime pay, other than overtime pay for the current payroll period; (b) unaccrued wages or salaries (excluding wages or salaries for the current payroll period); (c) unaccrued vacations, time off or pay in lieu of vacation or time off, other than vacation or time off (or pay in lieu thereof) earned in respect of the current fiscal year, or severance pay; (d) any violation of any Legal Requirement relating to minimum wages or maximum hours of work; or (e) breach of any fiduciary duty of Company or of any trustee of any of Employee Benefit Plans.

2.18.8 Except as set forth in Schedule 2.18 , no person or party (including, but not limited to, Governmental Bodies) has made any claim, and to the Knowledge of Seller and each Shareholder there is no basis or grounds for any claim, against Company arising out of any Legal Requirement relating to discrimination against employees or any other employee practices, including retirement or labor relations, equal employment opportunity or occupational, safety and/or health standards.

2.19 Benefit Plans; ERISA .

2.19.1 Neither Company nor any ERISA Affiliate has ever established, adopted, maintained, sponsored, contributed to, participated in any Employee Benefit Plan or incurred any Liability with respect to any Employee Benefit Plan. Neither Company nor any ERISA Affiliate has ever provided or made available any fringe benefit, whether or not the value of such benefit is includible in the recipient’s gross income, as determined in accordance with Section 132 of the Code or other applicable sections, or other similar material benefit of any nature to any of its employees.

2.19.2 Company’s financial statement(s) reflect all of Company’s employee benefit liabilities in a manner satisfying the requirements set forth in FASB Statement Nos. 87, 106 and 112.

2.19.3 Company does not sponsor or participate in any plan or arrangement, whether qualified or unqualified, providing for either shutdown benefits or post-employment medical benefits.

2.20 Insurance .

2.20.1 Schedule 2.20 accurately sets forth, with respect to each insurance policy maintained by or at the expense of, or for the direct or indirect benefit of, Company: (a) the name of the insurance carrier that issued such policy and the policy number of such policy; (b) whether such policy is a “claims made” or an “occurrences” policy; (c) a description of the type of coverage provided by such policy and the material terms of such policy (including all applicable coverage limits, deductible amounts and co-insurance arrangements); (d) the annual premium payable with respect to such policy; and (e) a description of any claims pending, and any claims that have been asserted in the past, with respect to such policy. Schedule 2.20 also identifies (i) each pending application for insurance that has been submitted by or on behalf of Company, and (ii) each self-insurance or risk-sharing arrangement affecting Company or any of its assets. Company has made available for inspection by the Buyer accurate and complete copies of all of the insurance policies identified in Schedule 2.20 (including all renewals thereof and endorsements thereto) and all of the pending applications identified in Schedule 2.20 .

2.20.2 Each of the policies identified in Schedule 2.20 is valid, enforceable and in full force and effect, and has been issued by an insurance carrier that, to the best of the Knowledge of Seller and each Shareholder, is financially sound. All of the information contained in the applications submitted in connection with said policies was (at the times said applications were submitted) materially accurate and complete, and all premiums and other amounts owing with respect to said policies have been paid in full on a timely basis.

2.20.3 Except as set forth in Schedule 2.20 , there is no pending claim under or based upon any of the policies identified in Schedule 2.20 , and to the Knowledge of Seller and each Shareholder no event has occurred, and no condition or circumstance exists, that would likely (with or without notice or lapse of time) directly or indirectly give rise to or serve as a basis for any such claim.

2.20.4 Company has not received: (a) any notice or other communication (in writing or otherwise) regarding the actual or possible cancellation or invalidation of any of the policies identified in Schedule 2.20 or regarding any actual or possible material adjustment in the amount of the premiums payable with respect to any of said policies; (b) any notice or other communication (in writing or otherwise) regarding any actual or possible refusal of coverage under, or any actual or possible rejection of any claim under, any of the policies identified in Schedule 2.20 ; or (c) any indication that the issuer of any of the policies identified in Schedule 2.20 may be unwilling or unable to perform any of its obligations thereunder.

2.20.5 Except as disclosed in Schedule 2.20 , there has been no period during the past five (5) years which Company has not maintained insurance coverage in amounts and against losses and risks within its reasonable business judgement normal for businesses similar to its business.

2.20.6 Company’s office and all Company facilities are insurable in their present condition against fire and other casualty at standard rates and neither Company nor Seller has been notified by any insurance carrier or its agent that such facilities will require improvements in order to maintain such insurance at standard rates.

2.21 Related Party Transactions . Except as set forth in Schedule 2.21 and except for the transactions contemplated by this Agreement, at Closing no Related Party has or will have a claim against Company arising from a Related Party Transaction.

2.22 Sale of Products; Performance of Services . Except as set forth in Schedule 2.22 , within the last five (5) years no customer or other Person has ever asserted or threatened to assert any material claim against Company (a) under or based upon any product, service or warranty provided by or on behalf of Company; or (b) under or based upon any other warranty relating to any product sold by Company or any services performed by Company. To the best of the Knowledge of Seller and each Shareholder, no event has occurred, and no condition or circumstance exists, that likely would (with or without notice or lapse of time) directly or indirectly give rise to or serve as a basis for the assertion of any such claim.

2.23 Bank Accounts; Powers of Attorney .

2.23.1 Schedule 2.23 accurately sets forth, with respect to each account maintained by or for the benefit of Company at any bank or other financial institution: (a) the name and location of the institution at which such account is maintained; (b) the name in which such account is maintained and the account number of such account; and (c) the names of all individuals authorized to draw on or make withdrawals from such account. Except as set forth in Schedule 2.23 , there are no safe deposit boxes or similar arrangements maintained by or for the benefit of Company.

2.23.2 Except as set forth in Schedule 2.23 , Company has no general or special powers of attorney outstanding (whether as grantor or grantee thereof).

2.24 Compliance with Legal Requirements . Except as set forth in Schedule 2.24 :

2.24.1 Company, to its and Seller’s Knowledge, is in compliance in all material respects with each Legal Requirement that is applicable to it or to the conduct of its business or the ownership or use of any of its assets.

2.24.2 To Company’s and Seller’s Knowledge, no event has occurred, and no condition or circumstance exists, that likely would (with or without notice or lapse of time) constitute or result directly or indirectly in any violation by Company of, or a failure on the part of Company to comply with, any Legal Requirement.

2.24.3 Company has not received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement; or (ii) any actual, alleged, possible or potential obligation on the part of Company to undertake, or to bear all or any portion of the cost of, any environmental cleanup or any remedial, corrective or response action of any nature.

2.24.4 To Company and Seller’s Knowledge, no Governmental Body has proposed or is considering any Legal Requirement that, if adopted or otherwise put into effect, would specifically affect Company and either (i) may have an adverse effect on Company’s business, condition, assets, liabilities, operations, financial performance, results of operations or prospects or on the ability of Company or the Seller to comply with or perform any covenant or obligation under the Agreement; or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated hereby.

2.24.5 Without limiting the foregoing, to the Knowledge of Seller and each Shareholder, Company has obtained and now holds all licenses, permits, certificates and authorizations needed or required for the current conduct of its business and the use of its properties and the premises occupied by it. To the Knowledge of Seller and each Shareholder, Company has properly filed all reports and other documents required to be filed with any Governmental Body. All licenses, permits, orders and approvals issued by any governmental body or agency currently in effect and pertaining to the property, assets or business of Company or any Subsidiary are disclosed on Schedule 2.24 and, except as otherwise noted therein, none of the items so listed will lapse or expire prior to December 31, 2007.

2.25 The Oil and Gas Assets .

2.25.1 Company has at least Defensible Title to all of the Oil and Gas Assets. The Oil and Gas Assets (i) constitute all of the assets, tangible and intangible, of any nature whatsoever necessary to operate the business of its pipeline system in the manner presently operated by Seller and (ii) include all of the operating assets of Seller used or held for use in connection with the operation of its pipeline system and its business.

2.25.2 Except as otherwise set forth in Schedule 2.25 to the Knowledge of Seller and each Shareholder, all wells included in the Oil and Gas Assets have been drilled and (if completed) completed, operated and produced in accordance with generally accepted oil and gas field practices and in compliance in all material respects with applicable oil and gas leases and applicable laws, rules and regulations (excluding Environmental Laws). To the Knowledge of Seller and each Shareholder, Company has complied, to the extent compliance is required or appropriate as of the Effective Time, with all plugging and abandonment obligations associated with wells owned or operated by Company, including plugging, abandonment, surface restoration, site clearance and disposal related waste materials, in compliance with all applicable contractual obligations and applicable rules and regulations of Governmental Bodies having jurisdiction.

2.25.3 Except as set forth on Schedule 2.25 , the Oil and Gas Assets are subject to no contracts for the sale of oil or gas attributable to periods after the Effective Time, other than agreements that (i) are terminable by Company, without penalty, upon not more than thirty (30) days’ notice, or (ii) provide for prices based upon market value on a current monthly basis or upon spot market price or published in an index commonly recognized by experienced sellers and purchasers of oil or gas production. Company is not under any obligation under any production sales contract, take-or-pay clause, or any similar arrangement, to deliver oil or gas from the Assets without receiving payment reasonably contemporaneous to the time of or subsequent to delivery. Company has not entered into and is not subject to any obligation to deliver gas or oil in the future for which payment has already been received ( e.g., a “forward” sale contract).

2.25.4 Schedule 2.25 lists all material real property leaseholds and site easements related to the Oil and Gas Assets and owned, held or used by Seller, together with the respective lease agreement, easement or other document creating those interests (the “Site Leases and Easements”). Schedule 2.25 also lists all pipeline rights-of-way, easements, servitudes, and permits and licenses of a similar nature, owned, held or used by Seller and the respective easement or other document creating those interests (the “Rights-of-Way Agreements”).

2.25.5 All operating agreements, farm-out or farm-in agreements, settlement agreements and production sales contracts covering the Oil and Gas Assets are identified on Schedule 2.25 attached hereto.

2.25.6 To the Knowledge of Seller and each Shareholder, all material royalties, rentals, and other payments due under the agreements covering the Oil and Gas Assets have been properly and timely paid and all conditions necessary to keep the agreements in full force have been fully performed. No notices have been received by Company of any claims to the contrary and to the Knowledge of Seller and each Shareholder, all of the agreements covering the Oil and Gas Assets are in full force and effect.

2.25.7 All ad valorem, sales, property, production, severance or similar taxes based on or measured by the ownership of the Oil and Gas Assets or the production of hydrocarbons or the receipt of proceeds have been properly paid and all such taxes and assessments which become due and payable prior to the Effective Time shall be properly paid by the Company.

2.25.8 To the knowledge of the Company and Seller, all material valid laws, regulations, and orders of all governmental agencies having jurisdiction over the Oil and Gas Assets have been and shall continue to be complied with until Closing.

2.25.9 As of the Effective Time there are no production or pipeline imbalances with oil, gas or hydrocarbon purchasers or pipelines.

2.26 Environmental Matters .

2.26.1 Except as disclosed in Schedule 2.26 , to the Knowledge of Seller and each Shareholder, Company is in compliance in all material respects with all applicable Environmental Laws. Except as disclosed in Schedule 2.26 , Company has not received any notice or other communication (in writing or otherwise) that alleges that Company is not in compliance with any Environmental Law, and there are no circumstances that likely would prevent or interfere with Company’s compliance with any Environmental Law in the future.

2.26.2 Except as disclosed in Schedule 2.26 , Company (i) has not disposed of, and has not received any notice from any person or Entity alleging that Company has disposed of, any Hazardous Material on any properties currently or previously owned by, leased by or leased to or operated by Company and Company is unaware of any Hazardous Material having ever been disposed of on such properties or sites; and (ii) to the Knowledge of Seller and each Shareholder, has not disposed of any Hazardous Material on third party sites (or incurred any potential liability) for the generation, treatment, storage or disposal, lawful or otherwise, of Hazardous Material.

2.26.3 Except as disclosed in Schedule 2.26 , to the Knowledge of Seller and each Shareholder, there is not constructed, deposited, stored, disposed, placed or located on any of real property currently or previously owned by, leased by or leased to or operated by Company or in any of Company’s fixed assets, any (a) asbestos in any form which is friable; (b) urea formaldehyde foam insulation; (c) transformers or other equipment which contain dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty (50) parts per million; (d) active or out-of-service above ground or underground storage tanks or sites from which such storage tanks have been removed; or (e) any Hazardous Material or any other chemical, material, substance or other matter of any kind whatsoever (other than customary office and cleaning supplies) exposure to which is prohibited, limited or regulated by any Environmental Law.

2.26.4 Except as disclosed in Schedule 2.26 , neither Company nor Seller is aware of any Environmental Law due to be imposed on the business or assets of Company which will increase the cost of complying with the Environmental Laws.

2.26.5 Schedule 2.26 sets forth a correct and complete list of all of Governmental Authorizations issued by Governmental Bodies pursuant to any Environmental Law, copies of which have been delivered to the Buyer. To the Knowledge of Seller and each Shareholder, the Governmental Authorizations listed on Schedule 2.26 constitute all of the Governmental Authorizations that are necessary to conduct the business of Company in compliance with Environmental Law, are in full force and effect, and all fees payable in connection therewith prior to the Effective Time have been paid. To the Knowledge of Seller and each Shareholder, neither the execution and delivery of this Agreement nor any of the transactions contemplated herein will cause any of the Governmental Authorizations to be invalidated, violated or otherwise adversely affected.

2.26.6 Company has delivered to or made available for inspection by the Buyer copies of all: (a) applications, reports or other materials submitted to any Governmental Body by Company in compliance with Environmental Law; (b) to the Knowledge of Seller and each Shareholder, records or manifests required to be maintained by Company pursuant to Environmental Law; (c) notices of violation, summonses, orders, complaints or other documents received by Company relating to compliance with or liability under Environmental Law or the discharge, emission or release of any Hazardous Material at, affecting or in any way relating to the Real Properties; and (d) records of analyses of any environmental tests pertaining to the Real Proper