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Nothing contained herein is intended to
diminish Buyer's rights under the provisions of
Paragraph (K) of the General Terms and Conditions
of the Contract, it being specifically understood
that the said provisions shall be applicable to
the Prepayment and, accordingly, that Seller
shall bear the economic burdens, if any, of and
shall pay all royalties, overriding royalties,
production payments, taxes and other payments and
settlements of whatsoever kind and nature due in
respect of production prepaid for herein. Seller
further agrees to indemnify Buyer and save it
harmless from all claims, suits, actions, debts,
accounts, damages, costs, losses, attorneys' fees
and expenses arising out of adverse claims of any
and all persons or entities to or against said
production and said Prepayment.
5.
In addition to the warranty provided for in
Paragraph (K) of the General Terms and Conditions
Supplement to the Contract, Seller hereby repre-
sents, warrants and guarantees that it is the
owner of the Gross Working Interest stipulated in
Exhibit E and has the right to sell and deliver
to Buyer that share of gas produced represented
by such Gross Working Interest without the
joinder of any other person whomsoever. Seller
further represents, warrants and guarantees that
it is the owner of all rights and claims
attributable to the said Gross Working Interest
arising out of the Quantities provisions of the
Contract for all periods commencing after the
Effective Date of the Contract. It is
acknowledged that the amount of the Prepayment
is predicated upon the foregoing representations.
Seller further represents, warrants and guaran-
tees that there exist no encumbrances or other
rights superior to the rights of Buyer to recoup
the said Prepayment. Seller agrees and covenants
that until such time as Buyer has fully recouped
the Prepayment, it shall not assign, transfer or
otherwise encumber its interests in the Subject
Well, in whole or in part, without the prior
written consent of Buyer, which consent shall not
be unreasonably withheld. No such transfer,
however, shall relieve Seller of its obligations
to Buyer hereunder.
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