Common use of Representations and Warranties by Purchaser Clause in Contracts

Representations and Warranties by Purchaser. Purchaser represents and warrants to Seller (which representations and warranties shall survive the Closing and the execution and delivery of the documentation to be executed and delivered at the Closing) that: (a) Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in, and is in good standing under, the laws of the State of Louisiana. (b) Purchaser has the full legal power, right and authority to carry on its business as presently conducted, to enter into this Agreement and to perform its obligations under this Agreement. (c) The execution, delivery and performance by Purchaser of this Agreement and the documentation to be executed and delivered by Purchaser at the Closing have been authorized by all necessary action, corporate and otherwise, on the part of Purchaser and execution, delivery and performance by Purchaser of this Agreement do not, and execution, delivery and performance by Purchaser of the documentation to be executed and delivered by Purchaser at the Closing will not, and the consummation of the transactions contemplated by this Agreement will not, violate or be in conflict with any (i) agreement, instrument, judgment, order, decree, law or regulation applicable to Purchaser or (ii) any provision of the certificate of incorporation or bylaws of Purchaser. (d) Subject to laws and equitable principles affecting the rights of creditors, this Agreement is and the documentation to be executed and delivered by Purchaser at the Closing will be, upon execution and delivery thereof by all parties thereto, legal, valid and binding obligations of Purchaser enforceable according to their terms. There are no bankruptcy or reorganization proceedings pending or, to the knowledge of Purchaser, threatened against Purchaser. (e) Purchaser has incurred no liability for brokers' or finders' fees related to the transactions contemplated by this Agreement for which any Seller shall be liable. (f) There are no pending suits, actions or other proceedings to which Purchaser is a party (or, to the knowledge of Purchaser, which have been threatened to be instituted against Purchaser) which affect the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (g) Purchaser is qualified under applicable law and regulations, including the rules and regulations of the MMS, to own and operate federal oil and gas leases in the Outer Continental Shelf, Gulf of Mexico and is in good standing with all governmental agencies with jurisdiction or cognizance over operations on the Outer Continental Shelf, Gulf of Mexico. (h) Purchaser is a knowledgeable purchaser, owner and operator of oil and gas properties, has the ability to evaluate the Interests for purchase, and is acquiring the Interests for its own account and not with the intent to make a distribution thereof in violation of the Securities Act or any applicable state securities law. (i) The authorized and outstanding capital stock of Purchaser is as set forth in the SEC Documents (as defined in subsection (k) below) as of September 30, 2001. All of such issued and outstanding shares are validly issued, fully paid and nonassessable and free of preemptive rights. Except as reflected in the SEC Documents, Purchaser has no other equity securities of any class issued, reserved for issuance or outstanding, and there are no outstanding options, warrants, agreements or rights to subscribe for or to purchase, or commitments to issue, or other securities of Purchaser which, pursuant to their terms, are convertible into or exchangeable for, equity securities of Purchaser. (j) The shares of Purchaser Common Stock to be issued as the Stock Purchase Price have been duly authorized, and when issued at the Closing under the terms of this Agreement, will be validly issued, fully paid and non-assessable and not issued in violation of any preemptive rights. (k) Since December 31, 2000, Purchaser has filed all documents (the "SEC Documents") required to be filed by it with the Securities and Exchange Commission (the "Commission"), pursuant to the Securities Exchange Act of 1▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading except to the extent corrected by a subsequently filed SEC Document. The financial statements of Purchaser included in the SEC Documents complied as to form in all material respects with then applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the Commission) and fairly present the consolidated financial position of Purchaser and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended (subject, in the case of unaudited statements, to normal, recurring audit adjustments). Since December 31, 2000, there has not been any change which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on Purchaser that has not been reflected in the SEC Documents, publicly announced or otherwise disclosed. (l) No representation or warranty of Purchaser contained in this Agreement and no statement contained in any certificate or schedule furnished or to be furnished by or on behalf of Purchaser or any of its representatives pursuant thereto contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading or necessary in order to fully and fairly provide the information required to be provided in any such document, certificate or schedule.

Representations and Warranties by Purchaser. Purchaser hereby represents and warrants to Seller (which representations and warranties shall survive the Closing and the execution and delivery as of the documentation to be executed and delivered at the Closing) date hereof that: (a) Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in, and is in good standing under, the laws of the State of Louisiana.Minnesota; (b) Purchaser has the full legal powerright, right power and authority to carry on its business as presently conducted, to enter into this Agreement and to perform all its obligations under this Agreement. (c) The execution, delivery and performance by Purchaser of this Agreement and the documentation to be executed and delivered by Purchaser at the Closing have been authorized by all necessary action, corporate and otherwise, on the part of Purchaser and execution, delivery and performance by Purchaser of this Agreement do nothereunder, and execution, delivery and performance by Purchaser of the documentation to be executed and delivered by Purchaser at the Closing will not, and the consummation of the transactions contemplated by this Agreement will not, violate or be in conflict with any (i) agreement, instrument, judgment, order, decree, law or regulation applicable to Purchaser or (ii) any provision of the certificate of incorporation or bylaws of Purchaser. (d) Subject to laws and equitable principles affecting the rights of creditors, this Agreement is and the documentation to be executed and delivered by Purchaser at the Closing will be, upon execution and delivery thereof by all parties thereto, legal, valid and binding obligations of Purchaser enforceable according to their terms. There are no bankruptcy or reorganization proceedings pending or, to the knowledge of Purchaser, threatened against Purchaser. (e) Purchaser has incurred no liability for brokers' or finders' fees related to the transactions contemplated by this Agreement for which any Seller shall be liable. (f) There are no pending suits, actions or other proceedings to which Purchaser is a party (or, to the knowledge of Purchaser, which have been threatened to be instituted against Purchaser) which affect the execution and delivery of this Agreement or and the consummation performance by Purchaser of the transactions contemplated hereby. its obligations hereunder, (gx) Purchaser is qualified under applicable law and regulations, including the rules and regulations of the MMS, to own and operate federal oil and gas leases in the Outer Continental Shelf, Gulf of Mexico and is in good standing with all governmental agencies with jurisdiction or cognizance over operations on the Outer Continental Shelf, Gulf of Mexico. (h) Purchaser is a knowledgeable purchaser, owner and operator of oil and gas properties, has the ability to evaluate the Interests for purchase, and is acquiring the Interests for its own account and not with the intent to make a distribution thereof in violation of the Securities Act or any applicable state securities law. (i) The authorized and outstanding capital stock of Purchaser is as set forth in the SEC Documents (as defined in subsection (k) below) as of September 30, 2001. All of such issued and outstanding shares are validly issued, fully paid and nonassessable and free of preemptive rights. Except as reflected in the SEC Documents, Purchaser has no other equity securities of any class issued, reserved for issuance or outstanding, and there are no outstanding options, warrants, agreements or rights to subscribe for or to purchase, or commitments to issue, or other securities of Purchaser which, pursuant to their terms, are convertible into or exchangeable for, equity securities of Purchaser. (j) The shares of Purchaser Common Stock to be issued as the Stock Purchase Price have been duly authorized, and when issued at (y) will not conflict with, or result in a breach of, any of the Closing terms, conditions and provisions of its organizational and governance documents or any law, statute, rule or regulation, or order, judgment, writ, injunction or decree of any court or governmental instrumentality, or any contract, agreement or instrument to which Purchaser is a party or by which it is bound, or to which it or any portion of its property is subject and (z) will not require the consent, approval, authority or order of any court or governmental agency that has not been previously obtained in writing and delivered to Seller; (c) Purchaser, either directly or through its shareholders or affiliates, has sufficient capital or net worth to meet the obligations of Purchaser under the terms of this Agreement, will be validly issuedincluding payment of the Purchase Price; and (d) Neither Purchaser nor, fully paid and non-assessable and not to the best of Purchaser's knowledge, any of Purchaser's shareholders, is an entity or person: (i) that is listed in the Annex to, or is otherwise subject to the provisions of Executive Order 13224 issued in violation on September 24, 2001 ("EO13224"); (ii) whose name appears on the United States Treasury Department's Office of any preemptive rights. Foreign Assets Control (k) Since December 31, 2000, Purchaser has filed all documents (the "SEC DocumentsOFAC") required most current list of "SPECIFICALLY DESIGNATED NATIONAL AND BLOCKED PERSONS" (which list may be published from time to be filed by it with time in various mediums including, but not limited to, the Securities and Exchange Commission OFAC website, http://www.treas.gov/offices/enforcement/ofac/sdn/t▇▇▇▇▇.▇▇▇); (the "Commission"), pursuant to the Securities Exchange Act of 1▇▇▇) ▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇, threatens to commit or supports "terrorism," as that term is defined in EO13224; (iv) is subject to sanctions of the United States government or is in violation of any federal, state, municipal or local laws, statutes, codes, ordinances, orders, decrees, rules or regulations relating to terrorism or money laundering, including, without limitation, EO13224 and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001; or (v) who is otherwise affiliated with any entity or person listed above (any and all parties or persons described in subsections (i) - (v) above are herein referred to as a "PROHIBITED PERSON"). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Purchaser covenants and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading except to the extent corrected by a subsequently filed SEC Document. The financial statements of agrees that neither Purchaser included in the SEC Documents complied as to form in all material respects with then applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the Commission) and fairly present the consolidated financial position of Purchaser and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended (subject, in the case of unaudited statements, to normal, recurring audit adjustments). Since December 31, 2000, there has not been any change which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on Purchaser that has not been reflected in the SEC Documents, publicly announced or otherwise disclosed. (l) No representation or warranty of Purchaser contained in this Agreement and no statement contained in any certificate or schedule furnished or to be furnished by or on behalf of Purchaser or nor any of its representatives pursuant thereto contains shareholders shall knowingly: (A) conduct any business, nor engage in any transaction or will contain dealing, with any untrue statement Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a material factProhibited Person; or (B) engage in or conspire to engage in any transaction that evades or avoids, or omits has the purpose of evading or will omit avoiding, or attempts to state violate, any material fact necessary, in light of the circumstances under which it was or will be made, prohibitions set forth in order to make the statements herein or therein not misleading or necessary in order to fully and fairly provide the information required to be provided in any such document, certificate or scheduleEO13224.

Representations and Warranties by Purchaser. Purchaser represents hereby represents, warrants and warrants covenants to Seller (which representations and warranties shall survive the Closing and the execution and delivery as of the documentation to be executed and delivered at the Closing) date hereof that: (ai) Each of Purchaser and Purchaser's Affiliate is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business inDelaware. Neither Citibank, and is N.A. nor any of its affiliates has any ownership or equity interest in good standing underPurchaser or Purchaser's Affiliate (other than as may result from a foreclosure or assignment in lieu of foreclosure following a default under any mezzanine financing provided by Citibank, the laws N.A. structured as a loan). Allied Partners Inc. and/or members of the State Hadar family (or trusts for the benefit of Louisiana.such family members) are now and at Closing (or following the closing of the property for which the Unit and Unit Two are being exchanged) will be affiliates of, and/or members of, entities that have a direct or indirect interest in Purchaser and Purchaser's Affiliate; (bii) Purchaser has the full legal powerright, right power and authority to carry on its business as presently conducted, to enter into this Agreement and to perform all of its obligations under this Agreement. (c) The executionhereunder, and the execution and delivery and performance by Purchaser of this Agreement and the documentation performance by Purchaser of its obligations hereunder, (x) has been duly authorized, and (y) will not conflict with, or result in a breach of, any of the terms, conditions and provisions of its organizational and governance documents or any law, statute, rule or regulation, or order, judgment, writ, injunction or decree of any court or governmental instrumentality, or any contract, agreement or instrument to which it is a party or by which it is bound, or to which it or any portion of its property is subject, and (z) will not require the consent, approval, authority or order of any court or governmental agency that has not been previously obtained in writing or delivered to Seller; (iii) this Agreement constitutes, and when duly executed and delivered by Purchaser, any and all documents, instruments and agreements contemplated hereunder to be executed and delivered by Purchaser at will constitute, the Closing have been authorized by all necessary action, corporate valid and otherwise, on the part of Purchaser and execution, delivery and performance by Purchaser of this Agreement do not, and execution, delivery and performance by Purchaser of the documentation to be executed and delivered by Purchaser at the Closing will not, and the consummation of the transactions contemplated by this Agreement will not, violate or be in conflict with any (i) agreement, instrument, judgment, order, decree, law or regulation applicable to Purchaser or (ii) any provision of the certificate of incorporation or bylaws binding obligations of Purchaser. (d) Subject to , enforceable in accordance with their respective terms, except as such enforcement may be limited by bankruptcy laws and other laws or equitable principles affecting the rights of creditors, this Agreement is and the documentation to be executed and delivered by Purchaser at the Closing will be, upon execution and delivery thereof by all contracting parties thereto, legal, valid and binding obligations of Purchaser enforceable according to their terms. There are no bankruptcy or reorganization proceedings pending or, to the knowledge of Purchaser, threatened against Purchaser.generally; and (e) Purchaser has incurred no liability for brokers' or finders' fees related to the transactions contemplated by this Agreement for which any Seller shall be liable. (f) There are no pending suits, actions or other proceedings to which Purchaser is a party (or, to the knowledge of Purchaser, which have been threatened to be instituted against Purchaser) which affect the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (giv) Purchaser is qualified under applicable law and regulationsnot aware, including the rules and regulations of the MMSafter due investigation, to own and operate federal oil and gas leases in the Outer Continental Shelf, Gulf of Mexico and is in good standing with all governmental agencies with jurisdiction or cognizance over operations on the Outer Continental Shelf, Gulf of Mexico. (h) Purchaser is a knowledgeable purchaser, owner and operator of oil and gas properties, has the ability to evaluate the Interests for purchase, and is acquiring the Interests for its own account and not with the intent to make a distribution thereof in violation of the Securities Act or any applicable state securities law. (i) The authorized and outstanding capital stock of Purchaser is as set forth in the SEC Documents (as defined in subsection (k) below) as of September 30, 2001. All of such issued and outstanding shares are validly issued, fully paid and nonassessable and free of preemptive rights. Except as reflected in the SEC Documents, Purchaser has no other equity securities of any class issued, reserved for issuance fact or outstanding, and there are no outstanding options, warrants, agreements condition (or rights to subscribe for or to purchase, or commitments to issue, or other securities of Purchaser which, pursuant to their terms, are convertible into or exchangeable for, equity securities of Purchaser. (j) The shares of Purchaser Common Stock to be issued as the Stock Purchase Price have been duly authorized, and when issued at the Closing under the terms of this Agreement, will be validly issued, fully paid and non-assessable and not issued in violation absence of any preemptive rights. (k) Since December 31, 2000, Purchaser has filed all documents (the "SEC Documents") required to be filed by it with the Securities and Exchange Commission (the "Commission"), pursuant to the Securities Exchange Act of 1▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to condition) that would make the statements made therein, in light of the circumstances in which they were made, not misleading except to the extent corrected by a subsequently filed SEC Document. The financial statements of Purchaser included in the SEC Documents complied as to form in all material respects with then applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the Commission) and fairly present the consolidated financial position of Purchaser and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended (subject, in the case of unaudited statements, to normal, recurring audit adjustments). Since December 31, 2000, there has not been any change which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on Purchaser that has not been reflected in the SEC Documents, publicly announced or otherwise disclosed. (l) No representation or warranty of Purchaser contained in this Agreement and no statement contained made by Seller herein untrue, inaccurate or incomplete in any certificate or schedule furnished or to be furnished by or on behalf of Purchaser or any of its representatives pursuant thereto contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading or necessary in order to fully and fairly provide the information required to be provided in any such document, certificate or schedulerespect.

Representations and Warranties by Purchaser. Purchaser represents hereby represents, warrants and warrants covenants to Seller (which representations and warranties shall survive the Closing and the execution and delivery as of the documentation to be executed and delivered at the Closing) date hereof that: (ai) Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware or, if this Agreement is assigned pursuant to Section 20(a), Purchaser is duly organized, validly existing and is qualified to do business in, and is in good standing under, under the laws of the State state of Louisiana.its formation; (bii) Purchaser has the full legal powerright, right power and authority to carry on its business as presently conducted, to enter into this Agreement and to perform all of its obligations under this Agreement. (c) The executionhereunder, and the execution and delivery and performance by Purchaser of this Agreement and the documentation performance by Purchaser of its obligations hereunder, (x) has been duly authorized, and (y) will not conflict with, or result in a breach of, any of the terms, conditions and provisions of its organizational and governance documents or any law, statute, rule or regulation, or order, judgment, writ, injunction or decree of any court or governmental instrumentality, or any contract, agreement or instrument to which it is a party or by which it is bound, or to which it or any portion of its property is subject and (z) will not require the consent, approval, authority or order of any court or governmental agency that has not been previously obtained in writing or delivered to Seller; and (iii) this Agreement constitutes, and when duly executed and delivered by Purchaser, any and all documents, instruments and agreements contemplated hereunder to be executed and delivered by Purchaser at will constitute, the Closing have been authorized by all necessary action, corporate valid and otherwise, on the part of Purchaser and execution, delivery and performance by Purchaser of this Agreement do not, and execution, delivery and performance by Purchaser of the documentation to be executed and delivered by Purchaser at the Closing will not, and the consummation of the transactions contemplated by this Agreement will not, violate or be in conflict with any (i) agreement, instrument, judgment, order, decree, law or regulation applicable to Purchaser or (ii) any provision of the certificate of incorporation or bylaws binding obligations of Purchaser. (d) Subject to , enforceable in accordance with their respective terms, except as such enforcement may be limited by bankruptcy laws and other laws or equitable principles affecting the rights of creditors, this Agreement is and the documentation to be executed and delivered by Purchaser at the Closing will be, upon execution and delivery thereof by all contracting parties thereto, legal, valid and binding obligations of Purchaser enforceable according to their terms. There are no bankruptcy or reorganization proceedings pending or, to the knowledge of Purchaser, threatened against Purchasergenerally. (e) Purchaser has incurred no liability for brokers' or finders' fees related to the transactions contemplated by this Agreement for which any Seller shall be liable. (f) There are no pending suits, actions or other proceedings to which Purchaser is a party (or, to the knowledge of Purchaser, which have been threatened to be instituted against Purchaser) which affect the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (g) Purchaser is qualified under applicable law and regulations, including the rules and regulations of the MMS, to own and operate federal oil and gas leases in the Outer Continental Shelf, Gulf of Mexico and is in good standing with all governmental agencies with jurisdiction or cognizance over operations on the Outer Continental Shelf, Gulf of Mexico. (h) Purchaser is a knowledgeable purchaser, owner and operator of oil and gas properties, has the ability to evaluate the Interests for purchase, and is acquiring the Interests for its own account and not with the intent to make a distribution thereof in violation of the Securities Act or any applicable state securities law. (i) The authorized and outstanding capital stock of Purchaser is as set forth in the SEC Documents (as defined in subsection (k) below) as of September 30, 2001. All of such issued and outstanding shares are validly issued, fully paid and nonassessable and free of preemptive rights. Except as reflected in the SEC Documents, Purchaser has no other equity securities of any class issued, reserved for issuance or outstanding, and there are no outstanding options, warrants, agreements or rights to subscribe for or to purchase, or commitments to issue, or other securities of Purchaser which, pursuant to their terms, are convertible into or exchangeable for, equity securities of Purchaser. (j) The shares of Purchaser Common Stock to be issued as the Stock Purchase Price have been duly authorized, and when issued at the Closing under the terms of this Agreement, will be validly issued, fully paid and non-assessable and not issued in violation of any preemptive rights. (k) Since December 31, 2000, Purchaser has filed all documents (the "SEC Documents") required to be filed by it with the Securities and Exchange Commission (the "Commission"), pursuant to the Securities Exchange Act of 1▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading except to the extent corrected by a subsequently filed SEC Document. The financial statements of Purchaser included in the SEC Documents complied as to form in all material respects with then applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the Commission) and fairly present the consolidated financial position of Purchaser and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended (subject, in the case of unaudited statements, to normal, recurring audit adjustments). Since December 31, 2000, there has not been any change which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on Purchaser that has not been reflected in the SEC Documents, publicly announced or otherwise disclosed. (l) No representation or warranty of Purchaser contained in this Agreement and no statement contained in any certificate or schedule furnished or to be furnished by or on behalf of Purchaser or any of its representatives pursuant thereto contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading or necessary in order to fully and fairly provide the information required to be provided in any such document, certificate or schedule.

Representations and Warranties by Purchaser. Purchaser represents and warrants As an inducement to Seller (which to enter into this Agreement, Purchaser makes the following representations and warranties shall survive the Closing and the execution and delivery of the documentation to be executed and delivered at the Closing) thatwarranties: (a) Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in, and is in good standing under, the laws of the State of Louisiana. (b) The Purchaser has the full legal power, right all requisite corporate and other power and authority to carry on its business as presently conducted, to enter into this Agreement and to perform its obligations under this Agreement. (c) consummate the transactions contemplated hereunder. The execution, execution and delivery and performance by Purchaser of this Agreement by the Purchaser and the documentation to be executed and delivered consummation by the Purchaser at of the Closing transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action, corporate and otherwise, action on the part of the Purchaser. This Agreement has been duly executed and when delivered by the Purchaser shall constitute a valid and executionbinding obligation of the Purchaser, enforceable against the Corporation in accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery and performance by Purchaser of this Agreement do not, and execution, delivery and performance by Purchaser of the documentation to be executed and delivered by Purchaser at the Closing will does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, violate conflict with, or be result in conflict any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any Encumbrances upon any of the properties or assets of the Corporation under, (i) the charter and bylaws of the Purchaser, (ii) any, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Purchaser, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, law statute, law, ordinance, rule, regulation or regulation arbitration award applicable to Purchaser or (ii) any provision of the certificate of incorporation or bylaws of Purchaser. (d) Subject to laws and equitable principles affecting the rights of creditors, this Agreement is and the documentation to be executed and delivered by Purchaser at the Closing will be, upon execution and delivery thereof by all parties thereto, legal, valid and binding obligations of Purchaser enforceable according to their terms. There are no bankruptcy or reorganization proceedings pending or, to the knowledge of Purchaser, threatened against Purchaser. (e) Purchaser has incurred no liability for brokers' its properties or finders' fees related to the transactions contemplated by this Agreement for which any Seller shall be liable. (f) There are no pending suitsassets, actions or other proceedings to which Purchaser is a party (or, to the knowledge of Purchaser, which have been threatened to be instituted against Purchaser) which affect the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (g) Purchaser is qualified under applicable law and regulations, including the rules and regulations of the MMS, to own and operate federal oil and gas leases in the Outer Continental Shelf, Gulf of Mexico and is in good standing with all governmental agencies with jurisdiction or cognizance over operations on the Outer Continental Shelf, Gulf of Mexico. (h) Purchaser is a knowledgeable purchaser, owner and operator of oil and gas properties, has the ability to evaluate the Interests for purchase, and is acquiring the Interests for its own account and not with the intent to make a distribution thereof in violation of the Securities Act or any applicable state securities law. (i) The authorized and outstanding capital stock of Purchaser is as set forth in the SEC Documents (as defined in subsection (k) below) as of September 30, 2001. All of such issued and outstanding shares are validly issued, fully paid and nonassessable and free of preemptive rights. Except as reflected in the SEC Documents, Purchaser has no other equity securities of any class issued, reserved for issuance or outstanding, and there are no outstanding options, warrants, agreements or rights to subscribe for or to purchase, or commitments to issue, or other securities of Purchaser which, pursuant to their terms, are convertible into or exchangeable for, equity securities of Purchaser. (j) The shares of Purchaser Common Stock to be issued as the Stock Purchase Price have been duly authorized, and when issued at the Closing under the terms of this Agreement, will be validly issued, fully paid and non-assessable and not issued in violation of any preemptive rights. (k) Since December 31, 2000, Purchaser has filed all documents (the "SEC Documents") required to be filed by it with the Securities and Exchange Commission (the "Commission"), pursuant to the Securities Exchange Act of 1▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading except to the extent corrected by a subsequently filed SEC Document. The financial statements of Purchaser included in the SEC Documents complied as to form in all material respects with then applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles during the periods involved (except as may be indicated in the notes thereto orthan, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the Commissionclauses (ii) and fairly present the consolidated financial position of Purchaser and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended (subjectiii), in the case of unaudited statementsany such conflicts, to normalbreaches, recurring audit adjustments). Since December 31violations, 2000defaults, there has not been any change whichrights, losses or Encumbrances that individually or in the aggregate, aggregate could reasonably be expected to not have a material adverse effect on Material Adverse Effect. b) There are no proceedings or actions pending, or any decree, judgment or decision entered against Purchaser which would prevent Purchaser from fulfilling its obligations hereunder. c) The Purchaser has never had any license or provider number suspended, canceled, revoked, disapproved, denied enrollment or otherwise involuntarily terminated by the Board of Pharmacy, the DEA, the Medicaid Program or the Medicare Program of the state of New York or any other State. d) The Purchaser knows of no reason why it would not be approved for a Board of Pharmacy registration, DEA registration, Medicaid provider number or Medicare supplier number or would be revoked suspended or terminated by any of the above agencies upon a transfer of the Shares and, to the best of their knowledge, they are a proper party to receive or maintain the pharmacy registration, DEA registration, Medicaid provider number and Medicare supplier number. e) There are no proceedings or actions pending or decree, judgment or decision entered against Purchaser that has not been reflected in the SEC Documents, publicly announced or otherwise disclosedwould prevent Purchaser from fulfilling its obligations hereunder. (lf) No representation The Purchaser has inspected and is familiar with the inventory and equipment owned by the Corporation and that there were no representations, oral or warranty of written, made by Seller with respect to the quantity or quality thereof, except as may be herein recited. g) The Purchaser contained in this Agreement has inspected the Premises and no statement contained in any certificate or schedule furnished or to be furnished by or on behalf of Purchaser or any of its representatives pursuant thereto contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary, in light all of the circumstances under which it was collateral therein and takes the same “as is” except as otherwise set forth herein. h) Purchaser, within the time periods mandated by the applicable laws or will be maderegulations, in order to make shall prepare or cause the statements herein preparation of any notifications required by any regulatory or therein not misleading or necessary in order to fully government agency having jurisdiction over the pharmacy that the Shares have been sold and fairly provide the information shall obtain any required to be provided in any such document, certificate or scheduleapprovals of same.

Representations and Warranties by Purchaser. Purchaser represents and warrants to Seller (which representations and warranties shall survive the Closing and the execution and delivery of the documentation to be executed and delivered at the Closing) thatas follows: (a) Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in, and is in good standing under, the laws of the State of Louisiana. (b) Purchaser has the full legal power, right and authority to carry on its business as presently conducted, to enter into this Agreement and to perform its obligations under this Agreement. (c) The execution, delivery and performance by Purchaser of this Agreement and the documentation to be executed and delivered by Purchaser at the Closing have been authorized by all necessary action, corporate and otherwise, on the part of Purchaser and execution, delivery and performance by Purchaser of this Agreement do not, and execution, delivery and performance by Purchaser of the documentation to be executed and delivered by Purchaser at the Closing will not, and the consummation of the transactions contemplated by this Agreement will not, violate or be in conflict with any (i) agreement, instrument, judgment, order, decree, law or regulation applicable to Purchaser or (ii) any provision of the certificate of incorporation or bylaws of Purchaser. (d) Subject to laws and equitable principles affecting the rights of creditors, this Agreement is and the documentation to be executed and delivered by Purchaser at the Closing will be, upon execution and delivery thereof by all parties thereto, legal, valid and binding obligations of Purchaser enforceable according to their terms. There are no bankruptcy or reorganization proceedings pending or, to the knowledge of Purchaser, threatened against Purchaser. (e) Purchaser has incurred no liability for brokers' or finders' fees related to the transactions contemplated by this Agreement for which any Seller shall be liable. (f) There are no pending suits, actions or other proceedings to which Purchaser is a party (or, to the knowledge of Purchaser, which have been threatened to be instituted against Purchaser) which affect the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (g) Purchaser is qualified under applicable law and regulations, including the rules and regulations of the MMS, to own and operate federal oil and gas leases in the Outer Continental Shelf, Gulf of Mexico and is in good standing with all governmental agencies with jurisdiction or cognizance over operations on the Outer Continental Shelf, Gulf of Mexico. (h) Purchaser is a knowledgeable purchaser, owner and operator of oil and gas properties, has the ability to evaluate the Interests for purchase, and is acquiring the Interests for its own account and not with the intent to make a distribution thereof in violation of the Securities Act or any applicable state securities law. (i) The authorized and outstanding capital stock of Purchaser is as set forth in the SEC Documents (as defined in subsection (k) below) as consists of September 3050,000,000 shares of common stock, 2001no par value, and 5,000,000 shares of non-voting Preferred stock no par value. All of such Purchasers' issued and outstanding shares of common stock are validly issued, fully paid and nonassessable and free of preemptive rights. Except as reflected in the SEC Documents, Purchaser has no other equity securities of any class issued, reserved for issuance or outstanding, and there are no outstanding options, warrants, agreements or rights to subscribe for or to purchase, or commitments to issue, or other securities of Purchaser which, pursuant to their terms, are convertible into or exchangeable for, equity securities of Purchaser. (j) The shares of Purchaser Common Stock to be issued as the Stock Purchase Price have been duly authorized, and when issued at the Closing under the terms of this Agreement, will be validly issued, fully paid and non-assessable and not issued in violation of the preemptive rights of any preemptive rightsperson or entity; (b) Purchaser shall assume only the liabilities set forth on Exhibit "C" hereto or described herein. Any undisclosed liabilities related directly or indirectly to the Company shall remain the sole responsibility of the Seller. (kc) Since December 31Purchaser is a corporation duly organized, 2000validly existing, and in good standing under the laws of the State of Florida with all requisite power to carry on its business as it is now being, and as it is presently proposed to be, conducted; (d) The execution and delivery of this Agreement, compliance with and fulfillment of the terms of this Agreement, do not and, at the Closing, will not (i) constitute a default or result in the creation of any lien, security interest, charge or encumbrance upon Purchaser other than liabilities which are herein contemplated, nor does it give any third party the right to accelerate any obligation against the Purchaser, or (ii) conflict with any other material agreement to which the Purchaser is a party or by which it is bound; (e) No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, composition or arrangement with creditors, voluntarily or involuntarily, designating Purchaser as the bankrupt or the insolvent, are pending, or to the knowledge of the Purchaser threatened, and the Purchaser has filed all documents not made an assignment for the benefit of creditors, nor has the Purchaser taken any action with a view to, or which would constitute the basis for, the institution of such insolvency proceedings; (the "SEC Documents"f) All corporate action required to be filed taken by it with the Securities and Exchange Commission Purchaser to enter into this Agreement has been taken; and (g) There has been no material adverse changes in the "Commission"), pursuant business or financial condition of the Purchaser or otherwise relating to the Securities Exchange Act of 1▇▇▇ Purchaser, except as previously disclosed to the Company. (▇▇▇ "▇▇h) Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ the duly elected and serving Chief Executive Officer of the Purchaser and has been duly empowered to execute this Agreement, and any amendments or modifications hereto, by and on behalf of the Purchaser. (i) The Company will be operated as a wholly owned subsidiary of the Purchaser. (j) In order to induce Shareholder and the Company to issue the Common Shares, recognizing that the Company will be relying on the information and on the representations set forth below, the Purchaser hereby represents, warrants, and agrees as follows: (i) The Purchaser has determined that the purchase of the common shares of the Shareholders (the "Shares") is a suitable investment for the Purchaser and that the Purchaser is able to bear economic risks including a total loss of an investment in the Shares. (ii) The Purchaser is purchasing the Shares for its own account for investment, and not with a view to or for sale in connection with the distribution of the Shares nor with any present intention of selling or otherwise disposing of all or any part of the Shares. The Purchaser hereby acknowledges its understanding that the Shares are not being registered under the Securities Act of 1933 (the "Act"), or any state securities laws on the ground that the issuance and sale of the Shares to the Purchaser is exempt under the Act and relevant state securities laws as not involving a public offering. As of their respective filing datesThe Purchaser agrees not to sell the Shares unless they are subsequently registered or an exemption from such registration is available. The Purchaser authorizes the Company to place a legend denoting the restrictions on the certificates to be issued. The Purchaser further acknowledges its understanding that the Company's reliance on such exemptions are, in part, based upon the foregoing representations, warranties, and agreements by it and that the statutory basis for such exemptions would not be present, if notwithstanding such representations, warranties and agreements, the SEC Documents complied in all material respects with Purchaser were acquiring the requirements Shares for resale on the occurrence or non-occurrence of some pre-determined event. In order to induce the Shareholders and the Company to issue and sell the Shares to the Purchaser, it is agreed that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of such shares by anyone but the Purchaser, except as set forth herein. (iii) The Purchaser acknowledges and is aware that, except as set forth herein, it will not transfer or assign the Shares, or any interest therein; the assignment and transferability of the Exchange Shares will be governed by this Agreement and all applicable laws. (iv) The Purchaser has acknowledged and is aware that, except for the three day rescission rights provided under Florida law or as provided in this Agreement, they are not entitled to cancel, terminate or revoke this subscription, and any agreements of the Purchaser in connection herewith shall survive the termination of this Agreement. (v) The Purchaser has have had the opportunity to ask questions of, and receive answers from management of the Company regarding the terms and conditions of this Agreement, and the transactions contemplated thereby, as well as the affairs of the Company and related matters. (a) there under, the Purchaser and its purchaser representative may have, at the offices of Purchaser, at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which Purchaser can obtain without unreasonable effort or expense. (vi) The Purchaser has had the opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraph (v) hereof. The Purchaser hereby agree to indemnify and hold harmless the Company and the Shareholders, its respective officers, directors, shareholders, employees, agents and attorneys against any and all losses, claims, demands, liabilities and expenses (including reasonable attorney fees, expert witness and accounting fees and other disbursements and costs or other expenses) incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such person) to which any such indemnified party may become subject under the Act, under any other statute, at common law or otherwise, insofar as such losses, claims, demands, liabilities and none expenses (a) arise out of the SEC Documents contained or are based upon any untrue statement or alleged untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading except to the extent corrected by a subsequently filed SEC Document. The financial statements of Purchaser included in the SEC Documents complied as to form in all material respects with then applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the Commission) and fairly present the consolidated financial position of Purchaser and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended (subject, in the case of unaudited statements, to normal, recurring audit adjustments). Since December 31, 2000, there has not been any change which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on Purchaser that has not been reflected in the SEC Documents, publicly announced or otherwise disclosed. (l) No representation or warranty of Purchaser contained in this Agreement and no statement contained in any certificate or schedule furnished or to be furnished by or on behalf of Purchaser or any of its representatives pursuant thereto contains or will contain any untrue statement of a material factAgreement, or omits (b) arise out of or will omit to state are based upon any material fact necessarybreach of any representation, in light warranty or agreement by Purchaser contained herein. The representations, warranties, and agreements contained herein shall survive the delivery of and payment for, the circumstances under which it was or will be madeShares. FLORIDA LAW PROVIDES THAT WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA, in order to make the statements herein or therein not misleading or necessary in order to fully and fairly provide the information required to be provided in any such documentANY SALE MADE IN FLORIDA IS VOIDABLE BY THE PURCHASER WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE COMPANY, certificate or scheduleAN AGENT OF THE COMPANY OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER. PAYMENTS FOR TERMINATED SUBSCRIPTIONS VOIDED BY PURCHASERS AS PROVIDED FOR IN THIS PARAGRAPH WILL BE PROMPTLY REFUNDED WITHOUT INTEREST.

Representations and Warranties by Purchaser. 9.1 The Purchaser warrants and represents and warrants to Seller (which representations and warranties shall survive the Closing and the execution and delivery of the documentation to be executed and delivered at the Closing) Vendors that: (a) The Purchaser is a corporation duly organizedincorporated, duly organised and validly existing and in good standing under the laws of its jurisdiction and has full power to conduct its business as conducted at the State date of Delaware and is qualified to do business in, and is in good standing under, the laws of the State of Louisiana.this Agreement; (b) The Purchaser has the full legal power, right corporate power and authority to carry on its business as presently conducted, to enter into and perform this Agreement and any agreement entered into pursuant to perform its obligations under this Agreement. (c) The execution, delivery and performance by Purchaser the terms of this Agreement and the documentation to be executed and delivered by Purchaser at the Closing have been authorized by all necessary action, corporate and otherwise, on the part of Purchaser and execution, delivery and performance by Purchaser provisions of this Agreement do notand any agreement entered into pursuant to the terms of this Agreement, and execution, delivery and performance by Purchaser of the documentation to be executed and delivered by Purchaser at the Closing will not, and the consummation of the transactions contemplated by this Agreement will not, violate or be in conflict with any (i) agreement, instrument, judgment, order, decree, law or regulation applicable to Purchaser or (ii) any provision of the certificate of incorporation or bylaws of Purchaser. (d) Subject to laws and equitable principles affecting the rights of creditors, this Agreement is and the documentation to be executed and delivered by Purchaser at the Closing will be, upon execution and delivery thereof by all parties thereto, legal, constitute valid and binding obligations of on the Purchaser and are enforceable according to against the Purchaser, in accordance with their respective terms. ; (c) There are no bankruptcy no: (i) outstanding judgments, orders, injunctions or reorganization decrees of any governmental or regulatory body or arbitration tribunal against or affecting the Purchaser; (ii) lawsuits, actions or proceedings pending or, to the knowledge of the Purchaser, threatened against or affecting the Purchaser.; or (eiii) Purchaser has incurred no liability for brokers' investigations by any governmental or finders' fees related to regulatory body which are pending or threatened against the transactions contemplated by this Agreement for which any Seller shall be liable. (f) There are no pending suitsPurchaser, actions or other proceedings to which so far as the Purchaser is a party (oraware, to the knowledge of Purchaserand which, which have been threatened to be instituted against Purchaser) which affect the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (g) Purchaser is qualified under applicable law and regulations, including the rules and regulations of the MMS, to own and operate federal oil and gas leases in the Outer Continental Shelf, Gulf of Mexico and is in good standing with all governmental agencies with jurisdiction or cognizance over operations on the Outer Continental Shelf, Gulf of Mexico. (h) Purchaser is a knowledgeable purchaser, owner and operator of oil and gas propertieseach case, has the ability to evaluate the Interests for purchase, and is acquiring the Interests for its own account and not with the intent to make a distribution thereof in violation of the Securities Act or any applicable state securities law. (i) The authorized and outstanding capital stock of Purchaser is as set forth in the SEC Documents (as defined in subsection (k) below) as of September 30, 2001. All of such issued and outstanding shares are validly issued, fully paid and nonassessable and free of preemptive rights. Except as reflected in the SEC Documents, Purchaser has no other equity securities of any class issued, reserved for issuance or outstanding, and there are no outstanding options, warrants, agreements or rights to subscribe for or to purchase, or commitments to issue, or other securities of Purchaser which, pursuant to their terms, are convertible into or exchangeable for, equity securities of Purchaser. (j) The shares of Purchaser Common Stock to be issued as the Stock Purchase Price have been duly authorized, and when issued at the Closing under the terms of this Agreement, will be validly issued, fully paid and non-assessable and not issued in violation of any preemptive rights. (k) Since December 31, 2000, Purchaser has filed all documents (the "SEC Documents") required to be filed by it with the Securities and Exchange Commission (the "Commission"), pursuant to the Securities Exchange Act of 1▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading except to the extent corrected by a subsequently filed SEC Document. The financial statements of Purchaser included in the SEC Documents complied as to form in all material respects with then applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the Commission) and fairly present the consolidated financial position of Purchaser and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended (subject, in the case of unaudited statements, to normal, recurring audit adjustments). Since December 31, 2000, there has not been any change which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations under this Agreement or any agreement entered into pursuant to the terms of this Agreement; and (d) No order has been made, petition presented or meeting convened for the winding up of the Purchaser, nor any other action taken in relation to the appointment of an administrator, liquidator, receiver, administrative receiver, compulsory manager or any provisional liquidator (or equivalent in any other jurisdiction) (or other process whereby the business is terminated and the assets of the company concerned are distributed amongst the creditors or shareholders or any other contributors), and there are no proceedings under any applicable insolvency, reorganisation or similar laws in any relevant jurisdiction, and no events have occurred which, under the Applicable Laws, would justify any such proceedings. 9.2 The Purchaser warrants to the Vendors that has the Purchaser is not been reflected actually aware at the date of this Agreement of any matter or thing which would give rise to a claim against the Vendors whether in the SEC Documents, publicly announced contract or otherwise disclosedunder the provisions of this Agreement. (l) No representation 9.3 In addition to the Vendors’ right to damages or warranty any other right at common law in respect of Purchaser contained in this Agreement and no statement contained in any certificate or schedule furnished or to be furnished breach of Warranties by or on behalf of the Purchaser or any other terms of this Agreement, the Purchaser shall indemnify and keep indemnified the Vendors (or its representatives pursuant thereto contains nominee(s)) from and against all losses, liabilities, damages, costs, charges, interests, penalties, expenses (including legal expenses), actions or will contain proceedings sustained or incurred or brought by or against the Vendors (or its nominee(s)) directly or indirectly arising from or in connection with any untrue statement breach of a material fact, or omits or will omit to state any material fact necessary, in light of the circumstances under which warranties given by it was or will be made, in order to make the statements herein or therein not misleading or necessary in order to fully and fairly provide the information required to be provided in any such document, certificate or scheduleother terms of this Agreement.