Common use of Buyer’s Warranties Clause in Contracts

Buyer’s Warranties. Buyer warrants to Sellers, on the Signing Date and on the Completion Date, as applicable, unless otherwise provided: 3.2.1 Each of Buyer, Buyer Guarantor and PRE Lender is duly organized and validly existing under the laws of the country where it is organized. To the extent required, Buyer is qualified to conduct business in each jurisdiction where it is necessary to be qualified to perform the License. 3.2.2 Each of Buyer, Buyer Guarantor and PRE Lender has all requisite corporate power and authority (including approval of its board of directors) to enter into this Agreement, the Buyer Guarantee, and the Associated Agreements, to perform its obligations under this Agreement, the Buyer Guarantee, and the Associated Agreements, to consummate the transactions contemplated by this Agreement, the Buyer Guarantee, and the Associated Agreements, to perform the agreements contemplated by this Agreement, and to cause its Affiliates to perform their respective obligations under this Agreement, the License and the agreements contemplated by this Agreement, including the Associated Agreements and the Buyer Guarantee. 3.2.3 This Agreement, the Buyer Guarantee and the Associated Agreements have been duly signed and delivered by Buyer, Buyer Guarantor and PRE Lender, as applicable, and constitute legal, valid and binding obligations of Buyer, Buyer Guarantor and PRE Lender, as applicable. All documents required to be signed and delivered by Buyer, Buyer Guarantor and PRE Lender at Completion will be duly signed and delivered. This Agreement, the Buyer Guarantee and the Associated Agreements constitute at the time of their execution and at the Completion Date such documents will constitute, the valid and binding obligations of Buyer and Buyer Guarantor enforceable against Buyer and Buyer Guarantor in accordance with their terms. 3.2.4 The execution, delivery, and performance of this Agreement by Buyer and PRE Lender, the consummation of the transactions contemplated by this Agreement, and the compliance by Buyer, PRE Lender, or Buyer Guarantor with the provisions of this Agreement will not: 3.2.4.1. violate any provision of the certificate of incorporation, memorandum and articles of association, bylaws or other formation and governing documents of Buyer, PRE Lender or Buyer Guarantor; 3.2.4.2. materially violate any laws applicable to Buyer, PRE Lender or Buyer Guarantor; 3.2.4.3. materially violate any judgment, order, ruling, or decree applicable to Buyer, PRE Lender or Buyer Guarantor; or 3.2.4.4. result in a default with due notice or lapse of time or both, or the creation of any lien or encumbrance or give rise to any right of termination, cancellation, or acceleration under any material note, bond, mortgage, indenture, license, or agreement to which Buyer, PRE Lender or Buyer Guarantor are party or by which Buyer, PRE Lender or Buyer Guarantor are bound. 3.2.5 There are no Actions pending, or to Buyer’s knowledge, threatened against Buyer or any Affiliate of Buyer, which are reasonably likely to impair materially Buyer’s, PRE Lender’s or Buyer Guarantor’s ability to perform its obligations under this Agreement or the Associated Agreements or the Buyer Guarantee. 3.2.6 None of Buyer, its Affiliates or their respective directors, officers, employees or agents, has made, offered, or authorized any payment, gift, promise or other advantage, in connection with the Assets or the transactions contemplated by this Agreement, whether directly or indirectly through any other person or entity, to or for the use or benefit of any public official (which for these purposes means any Person holding a legislative, administrative or judicial office, including any person or entity employed by or acting on behalf of a public agency, a public enterprise or a public international organization) or any political party or political party official or candidate for office, where such payment, gift or promise would violate: 3.2.6.1. the applicable laws of the country of its operations; 3.2.6.2. the laws of the country of formation of Buyer, Buyer Guarantor, PRE Lender, or their respective principal place of business; or 3.2.6.3. the laws of the United States of America. The foregoing warranties do not apply to any facilitating or expediting payment to secure the performance of routine Government action. Routine Government action, for purposes of this Section 3.2.6, shall not include, among other things, Government action regarding the terms, award or continuation of the License or approval of the transactions contemplated by this Agreement. 3.2.7 Each of Buyer, PRE Lender and Buyer Guarantor has been represented by legal counsel in the preparation, review and/or negotiation of this Agreement and the documents contemplated by this Agreement. 3.2.8 Buyer has and will make available to its Affiliates the technical capability, personnel and resources to fulfill the obligations of Buyer and its Affiliates under this Agreement and the agreements contemplated by this Agreement. 3.2.9 Buyer, PRE Lender and Buyer Guarantor have not incurred any obligation or liability, contingent or otherwise, for brokers’ or finders’ fees in respect of this transaction for which the Sellers or Sellers’ Affiliates shall have any obligation or liability. 3.2.10 Neither Buyer Guarantor nor PRE Lender requires shareholder approval in order to execute or deliver the Buyer Guarantee or this Agreement. 3.2.11 Buyer acknowledges and confirms that: 3.2.11.1. To the Buyer’s knowledge, Sellers have made available to Buyer and Buyer Guarantor all diligence materials pertaining to the Shares, Newco and the Assets which Buyer and Buyer Guarantor have requested; and 3.2.11.2. Except as set out in Schedule 3.2.11, none of the Senior Supervisory Personnel of Buyer, Buyer Guarantor, PRE Lender or Buyer’s Operating Affiliates have any knowledge of any breach by Sellers of any of Sellers’ Warranties or covenants, or of any facts or circumstances which could reasonably be expected to have a material adverse effect on the financial condition of Buyer, PRE Lender, Buyer Guarantor or their respective Affiliates (including, from Completion, Newco). 3.2.11.3. The Senior Supervisory Personnel of Buyer, Buyer Guarantor, PRE Lender and their respective Affiliates are reasonably familiar with the laws of the State applicable to the License, and none of the Senior Supervisory Personnel of Buyer, Buyer Guarantor, PRE Lender or any of their respective Affiliates have knowledge of any facts or circumstances which would be reasonably likely to result in Pacific Rubiales Energy Corp. failing to qualify under the laws of the State as an oil company or being rejected as a replacement corporate guarantor of Newco’s obligations under the License.

Buyer’s Warranties. The Buyer represents and warrants to Sellersthe Seller and the State as at: (a) the date of this agreement and the Completion Date that, except as set out in schedule 4, no person has any legal or beneficial interest (or obligation (actual, contingent or otherwise) to acquire a legal or beneficial interest) in: (1) the capital of the Buyer or the Asset Buyer; or (2) (in relation to each shareholder in the Buyer and the Asset Buyer which is not listed on any recognised stock exchange) the Signing capital of each Group Member; (b) the date of this agreement and the Completion Date that, annexure B sets out complete and accurate details of all agreements, arrangements or understandings to which Group Members or shareholders in the Buyer or the Asset Buyer (or each person who holds a beneficial interest in the shares held by that shareholder) are a party which have (directly or indirectly) an impact on or relate to: (1) the financial and operating policies or management of the Company or the Business; (2) the activities of the Company as a licensee; or (3) the exercise of any voting power in another Group Member. (c) the date of this agreement and the Completion Date that, it has the corporate power to enter into this agreement and has taken all necessary action (including obtaining all shareholder approvals and Authorisations) to authorise the execution, delivery and performance of this agreement; (d) the date of this agreement and the Completion Date, that, the agreement constitutes a legally valid and binding obligation of the Buyer enforceable in accordance with its terms; (e) the date of this agreement and the Completion Date that, it will on 12 December 1995 and at Completion have sufficient funds available to it to pay the Estimated Purchase Price and otherwise satisfy its obligations on Completion; (f) the date of this agreement and the Completion Date that, the execution, delivery and performance of this agreement (and, subject to the resolutions relating to the Financial Assistance being passed and no successful application being made under section 205(12) of the Corporations Law, the giving of the Financial Assistance) will not violate any provision of: (1) any law, regulation, order, rule or decree of any Governmental Agency of the Commonwealth of Australia or any state or territory or any recognised stock exchange on which its shares or the shares of any related body corporate are listed; (2) the memorandum or articles of association (or equivalent constituent documentation) of the Buyer or the Asset Buyer; and (3) any security agreement, deed, contract, undertaking or other instrument to which the Buyer or the Asset Buyer is a party or which is binding on it and does not and will not result in the creation or imposition of any security over any of its assets pursuant to the provision of any such security agreement, deed, contract, undertaking or other instrument; (g) as at the Completion Date that: (1) neither it nor any of its Associates will hold a Prohibited Interest; and (2) it is not aware of any fact, matter or circumstance (including without limitation any pending or contemplated Relevant Agreement to which it or any of its Associates is or may be a party) which might, after the Completion Date, result in the Company acquiring a Prohibited Interest; or the Buyer or any Associate of the Buyer holding a Prohibited Interest; and (h) as at the date of this agreement it has (and on the Completion Date, as applicable, unless otherwise provided: 3.2.1 Each Date it will have) disclosed to the State complete and accurate details of Buyer, Buyer Guarantor and PRE Lender is duly organized and validly existing under the laws of the country where it is organized. To the extent required, Buyer is qualified to conduct business in each jurisdiction where it is necessary to be qualified to perform the License. 3.2.2 Each of Buyer, Buyer Guarantor and PRE Lender has all requisite corporate power and authority (including approval of its board of directors) to enter into this Agreement, the Buyer Guarantee, and the Associated Agreements, to perform its obligations under this Agreement, the Buyer Guarantee, and the Associated Agreements, to consummate the transactions contemplated by this Agreement, the Buyer Guarantee, and the Associated Agreements, to perform the agreements contemplated by this Agreement, and to cause its Affiliates to perform their respective obligations under this Agreement, the License and the agreements contemplated by this Agreement, including the Associated Relevant Agreements and the Buyer Guarantee. 3.2.3 This Agreement, the Buyer Guarantee and the Associated Agreements have been duly signed and delivered by Buyer, Buyer Guarantor and PRE Lender, as applicable, and constitute legal, valid and binding obligations of Buyer, Buyer Guarantor and PRE Lender, as applicable. All documents required to be signed and delivered by Buyer, Buyer Guarantor and PRE Lender at Completion will be duly signed and delivered. This Agreement, the Buyer Guarantee and the Associated Agreements constitute at the time of their execution and at the Completion Date such documents will constitute, the valid and binding obligations of Buyer and Buyer Guarantor enforceable against Buyer and Buyer Guarantor in accordance with their terms. 3.2.4 The execution, delivery, and performance of this Agreement by Buyer and PRE Lender, the consummation of the transactions contemplated by this Agreement, and the compliance by Buyer, PRE Lender, or Buyer Guarantor with the provisions of this Agreement will not: 3.2.4.1. violate any provision of the certificate of incorporation, memorandum and articles of association, bylaws or other formation and governing documents of Buyer, PRE Lender or Buyer Guarantor; 3.2.4.2. materially violate any laws applicable to Buyer, PRE Lender or Buyer Guarantor; 3.2.4.3. materially violate any judgment, order, ruling, or decree applicable to Buyer, PRE Lender or Buyer Guarantor; or 3.2.4.4. result in a default with due notice or lapse of time or both, or the creation of any lien or encumbrance or give rise to any right of termination, cancellation, or acceleration under any material note, bond, mortgage, indenture, license, or agreement to which Buyer, PRE Lender or Buyer Guarantor are party or by which Buyer, PRE Lender or Buyer Guarantor are bound. 3.2.5 There are no Actions pending, or to Buyer’s knowledge, threatened against Buyer or any Affiliate of Buyer, which are reasonably likely to impair materially Buyer’s, PRE Lender’s or Buyer Guarantor’s ability to perform its obligations under this Agreement or the Associated Agreements or the Buyer Guarantee. 3.2.6 None of Buyer, its Affiliates or their respective directors, officers, employees or agents, has made, offered, or authorized any payment, gift, promise or other advantage, in connection with the Assets or the transactions contemplated by this Agreement, whether directly or indirectly through any other person or entity, to or for the use or benefit of any public official (which for these purposes means any Person holding a legislative, administrative or judicial office, including any person or entity employed by or acting on behalf of a public agency, a public enterprise or a public international organization) or any political party or political party official or candidate for office, where such payment, gift or promise would violate: 3.2.6.1. the applicable laws of the country of its operations; 3.2.6.2. the laws of the country of formation of Buyer, Buyer Guarantor, PRE Lender, or their respective principal place of business; or 3.2.6.3. the laws of the United States of America. The foregoing warranties do not apply to any facilitating or expediting payment to secure the performance of routine Government action. Routine Government action, for purposes of this Section 3.2.6, shall not include, among other things, Government action regarding the terms, award or continuation of the License or approval of the transactions contemplated by this Agreement. 3.2.7 Each of Buyer, PRE Lender and Buyer Guarantor has been represented by legal counsel in the preparation, review and/or negotiation of this Agreement and the documents contemplated by this Agreement. 3.2.8 Buyer has and will make available to its Affiliates the technical capability, personnel and resources to fulfill the obligations of Buyer and its Affiliates under this Agreement and the agreements contemplated by this Agreement. 3.2.9 Buyer, PRE Lender and Buyer Guarantor have not incurred any obligation or liability, contingent or otherwise, for brokers’ or finders’ fees in respect of this transaction for which the Sellers or Sellers’ Affiliates shall have any obligation or liability. 3.2.10 Neither Buyer Guarantor nor PRE Lender requires shareholder approval in order to execute or deliver the Buyer Guarantee or this Agreement. 3.2.11 Buyer acknowledges and confirms that: 3.2.11.1. To the Buyer’s knowledge, Sellers have made available to Buyer and Buyer Guarantor all diligence materials pertaining to the Shares, Newco and the Assets which Buyer and Buyer Guarantor have requested; and 3.2.11.2. Except as set out in Schedule 3.2.11, none of the Senior Supervisory Personnel of Buyer, Buyer Guarantor, PRE Lender or Buyer’s Operating Affiliates have any knowledge of any breach by Sellers of any of Sellers’ Warranties or covenants, or of any facts or circumstances which could reasonably be expected to have a material adverse effect on the financial condition of Buyer, PRE Lender, Buyer Guarantor or their respective Affiliates (including, from Completion, Newco). 3.2.11.3. The Senior Supervisory Personnel of Buyer, Buyer Guarantor, PRE Lender and their respective Affiliates are reasonably familiar with the laws of the State applicable to the License, and none of the Senior Supervisory Personnel of Buyer, Buyer Guarantor, PRE Lender it or any of their respective Affiliates have knowledge of any facts its Associates is or circumstances may be a party under which would a Prohibited Interest has or may be reasonably likely to result in Pacific Rubiales Energy Corp. failing to qualify under the laws of the State as an oil company or being rejected as a replacement corporate guarantor of Newco’s obligations under the License.acquired. 18 8.2

Buyer’s Warranties. The Buyer makes the following representations and warranties to Seller, each of which Buyer represents and warrants to Sellersbe true and correct in all material respects as of the date hereof, on and unless otherwise specified, throughout the Signing Date term of this Agreement: (A) Buyer has the right, power and on authority to purchase its Participation Interest in a Loan, such authority having been granted by the Completion DateBuyer's Board of Directors; (B) Buyer has, independently and without reliance upon Seller or Agent (except upon the providing of due diligence information and selection of sample Loans), undertaken its own due diligence of any Loan Participation, and as a result thereof, made its own decision to purchase its Participation Interest and sign any Loan Participation Certificate as part of this agreement, and further, acknowledges that neither Seller or Agent, its designees nor the respective officers, directors, employees, agents and representatives thereof, assume any responsibility for the performance by the Borrower(s) or a guarantor(s) of their respective obligations in connection with any Loan and the Loan Document; (C) The purchase of the Participation Interest is for the Buyer's own account, unless previously disclosed, and not with a specific purpose to making any distribution, sale, transfer, assignment or other disposition thereof except in strict accordance with the terms and provisions of this Agreement, and that the Buyer acknowledges that it is able to bear the economic risk and possible adverse consequences of its purchase of the Participation Interest in the event of a default of any participated Loan; (D) The total of the Participation Interest, when added to Buyer's existing Loans, if applicable, unless neither exceeds regulatory limits on Loan portfolio concentration, Loans to one Borrower or associated Borrowers, or has otherwise provided:received regulator approval to exceed any such limits; 3.2.1 Each of Buyer(E) Buyer (i) has adopted applicable policies, Buyer Guarantor which it has reviewed as necessary, and PRE Lender is duly organized and validly existing under the laws (ii) has performed its own due diligence with respect to its purchase of the country where it is organized. To Participation Interest and to the extent required, Buyer is qualified to conduct business in each jurisdiction where it is necessary to be qualified to perform the License. 3.2.2 Each utilized services of Buyer, Buyer Guarantor and PRE Lender has all requisite corporate power and authority (including approval of its board of directors) to enter into this Agreement, the Buyer Guarantee, and the Associated Agreements, to perform its obligations under this Agreement, the Buyer Guarantee, and the Associated Agreements, to consummate the transactions contemplated by this Agreement, the Buyer Guarantee, and the Associated Agreements, to perform the agreements contemplated by this Agreement, and to cause its Affiliates to perform their respective obligations under this Agreement, the License and the agreements contemplated by this Agreement, including the Associated Agreements and the Buyer Guarantee. 3.2.3 This Agreement, the Buyer Guarantee and the Associated Agreements have been duly signed and delivered by Buyer, Buyer Guarantor and PRE Lender, as applicable, and constitute legal, valid and binding obligations of Buyer, Buyer Guarantor and PRE Lender, as applicable. All documents required to be signed and delivered by Buyer, Buyer Guarantor and PRE Lender at Completion will be duly signed and delivered. This Agreement, the Buyer Guarantee and the Associated Agreements constitute at the time of their execution and at the Completion Date such documents will constitute, the valid and binding obligations of Buyer and Buyer Guarantor enforceable against Buyer and Buyer Guarantor in accordance an independent party with their terms. 3.2.4 The execution, delivery, and performance of this Agreement by Buyer and PRE Lender, the consummation of the transactions contemplated by this Agreement, and the compliance by Buyer, PRE Lender, or Buyer Guarantor with the provisions of this Agreement will not: 3.2.4.1. violate any provision of the certificate of incorporation, memorandum and articles of association, bylaws or other formation and governing documents of Buyer, PRE Lender or Buyer Guarantoradequate experience; 3.2.4.2. materially violate any laws applicable to Buyer, PRE Lender or Buyer Guarantor; 3.2.4.3. materially violate any judgment, order, ruling, or decree applicable to Buyer, PRE Lender or Buyer Guarantor; or 3.2.4.4. result in a default with due notice or lapse of time or both, or the creation of any lien or encumbrance or give rise to any right of termination, cancellation, or acceleration under any material note, bond, mortgage, indenture, license, or agreement to which Buyer, PRE Lender or Buyer Guarantor are party or by which Buyer, PRE Lender or Buyer Guarantor are bound. 3.2.5 There are no Actions pending, or to Buyer’s knowledge, threatened against Buyer or any Affiliate of Buyer, which are reasonably likely to impair materially Buyer’s, PRE Lender’s or Buyer Guarantor’s ability to perform its obligations under this Agreement or the Associated Agreements or the Buyer Guarantee. 3.2.6 None of Buyer, its Affiliates or their respective directors, officers, employees or agents, has made, offered, or authorized any payment, gift, promise or other advantage, in connection with the Assets or the transactions contemplated by this Agreement, whether directly or indirectly through any other person or entity, to or for the use or benefit of any public official (which for these purposes means any Person holding a legislative, administrative or judicial office, including any person or entity employed by or acting on behalf of a public agency, a public enterprise or a public international organization) or any political party or political party official or candidate for office, where such payment, gift or promise would violate: 3.2.6.1. the applicable laws of the country of its operations; 3.2.6.2. the laws of the country of formation of Buyer, Buyer Guarantor, PRE Lender, or their respective principal place of business; or 3.2.6.3. the laws of the United States of America. The foregoing warranties do not apply to any facilitating or expediting payment to secure the performance of routine Government action. Routine Government action, for purposes of this Section 3.2.6, shall not include, among other things, Government action regarding the terms, award or continuation of the License or approval of the transactions contemplated by this Agreement. 3.2.7 Each of Buyer, PRE Lender and Buyer Guarantor has been represented by legal counsel in the preparation, review and/or negotiation of this Agreement and the documents contemplated by this Agreement. 3.2.8 Buyer has and will make available to its Affiliates the technical capability, personnel and resources to fulfill the obligations of Buyer and its Affiliates under this Agreement and the agreements contemplated by this Agreement. 3.2.9 Buyer, PRE Lender and Buyer Guarantor have not incurred any obligation or liability, contingent or otherwise, for brokers’ or finders’ fees in respect of this transaction for which the Sellers or Sellers’ Affiliates shall have any obligation or liability. 3.2.10 Neither Buyer Guarantor nor PRE Lender requires shareholder approval in order to execute or deliver the Buyer Guarantee or this Agreement. 3.2.11 Buyer acknowledges and confirms that: 3.2.11.1. To the Buyer’s knowledge, Sellers have made available to Buyer and Buyer Guarantor all diligence materials pertaining to the Shares, Newco and the Assets which Buyer and Buyer Guarantor have requested; and 3.2.11.2. Except as set out in Schedule 3.2.11, none of the Senior Supervisory Personnel of Buyer, Buyer Guarantor, PRE Lender or Buyer’s Operating Affiliates have any knowledge of any breach by Sellers of any of Sellers’ Warranties or covenants, or of any facts or circumstances which could reasonably be expected to have a material adverse effect on the financial condition of Buyer, PRE Lender, Buyer Guarantor or their respective Affiliates (including, from Completion, Newco). 3.2.11.3. The Senior Supervisory Personnel of Buyer, Buyer Guarantor, PRE Lender and their respective Affiliates are reasonably familiar with the laws of the State applicable to the License, and none of the Senior Supervisory Personnel of Buyer, Buyer Guarantor, PRE Lender or any of their respective Affiliates have knowledge of any facts or circumstances which would be reasonably likely to result in Pacific Rubiales Energy Corp. failing to qualify under the laws of the State as an oil company or being rejected as a replacement corporate guarantor of Newco’s obligations under the License.

Buyer’s Warranties. 11.2.1 The Buyer warrants to Sellers, on the Signing Date Seller that each of the following Warranties is true and on the Completion Date, as applicable, unless otherwise providedaccurate in all respects: 3.2.1 Each of Buyer(a) it is a corporation, Buyer Guarantor and PRE Lender is duly organized and incorporated, validly existing and in good standing under the laws Law of its jurisdiction of incorporation; (b) the country where it is organized. To Buyer has the extent required, Buyer is qualified to conduct business in each jurisdiction where it is necessary to be qualified to perform the License. 3.2.2 Each of Buyer, Buyer Guarantor and PRE Lender has all requisite required corporate power and authority (including approval of its board of directorsi) to enter into operate its business, (ii) to own its assets, (iii) to xxx and be sued, (iv) to conclude this Agreement, and (v) to fulfil its obligations under this Agreement; (c) the Buyer Guaranteehas taken all actions required by its Corporate Documents and applicable Law to execute, deliver and the Associated Agreements, to perform its obligations under this Agreement, including to take the actions required to be taken by it to effect the Closing; (d) the Buyer Guarantee, is not required to have this Agreement and the Associated Agreementsfulfilment of the obligations of this Agreement approved by any shareholder, creditor or, subject to consummate receipt of the transactions contemplated Merger Clearance Approvals, any other Person or, except for disclosure required by the U.S. Securities Act of 1933 (as amended) or the U.S. Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder or otherwise provided by this Agreement, to file or register this Agreement with any public authority; (e) subject to the Buyer Guarantee, and the Associated Agreements, to perform the agreements contemplated by this Agreement, and to cause its Affiliates to perform their respective obligations under this Agreement, the License and the agreements contemplated by this Agreement, including the Associated Agreements and the Buyer Guarantee. 3.2.3 This Agreement, the Buyer Guarantee and the Associated Agreements have been duly signed and delivered by Buyer, Buyer Guarantor and PRE Lender, as applicable, and constitute legal, valid and binding obligations of Buyer, Buyer Guarantor and PRE Lender, as applicable. All documents required to be signed and delivered by Buyer, Buyer Guarantor and PRE Lender at Completion will be duly signed and delivered. This Agreement, the Buyer Guarantee and the Associated Agreements constitute at the time of their execution and at the Completion Date such documents will constitute, the valid and binding obligations of Buyer and Buyer Guarantor enforceable against Buyer and Buyer Guarantor in accordance with their terms. 3.2.4 The execution, delivery, and performance delivery of this Agreement by Seller, this Agreement is binding on the Buyer, subject to the effect of any applicable bankruptcy, insolvency and similar Laws affecting creditors’ rights generally, and its terms may be enforced against the Buyer; (f) assuming the funding in full by the Commitment Parties of the Debt Financing as contemplated by the Debt Commitment Letter, the Buyer and PRE Lender, has or will have at Closing sufficient financing for the consummation of the transactions contemplated by this Agreement, and the compliance by Buyer, PRE Lender, or Buyer Guarantor with the provisions of this Agreement will not: 3.2.4.1. violate any provision of the certificate of incorporation, memorandum and articles of association, bylaws or other formation and governing documents of Buyer, PRE Lender or Buyer GuarantorTransaction; 3.2.4.2. materially violate any laws applicable to Buyer, PRE Lender or Buyer Guarantor; 3.2.4.3. materially violate any judgment, order, ruling, or decree applicable to Buyer, PRE Lender or Buyer Guarantor; or 3.2.4.4. result in a default with due notice or lapse of time or both, or (g) the creation of any lien or encumbrance or give rise to any right of termination, cancellation, or acceleration under any material note, bond, mortgage, indenture, license, or agreement to which Buyer, PRE Lender or Buyer Guarantor are party or by which Buyer, PRE Lender or Buyer Guarantor are bound. 3.2.5 There are no Actions pending, or to Buyer’s knowledge, threatened against Buyer or any Affiliate of Buyer, which are reasonably likely to impair materially Buyer’s, PRE Lender’s or Buyer Guarantor’s ability to perform its obligations under this Agreement or the Associated Agreements or the Buyer Guarantee. 3.2.6 None of Buyer, its Affiliates or their respective directors, officers, employees or agents, has made, offered, or authorized any payment, gift, promise or other advantage, in connection with the Assets or the transactions contemplated by this Agreement, whether directly or indirectly through any other person or entity, to or for the use or benefit of any public official (which for these purposes means any Person holding a legislative, administrative or judicial office, including any person or entity employed by or acting on behalf of a public agency, a public enterprise or a public international organization) or any political party or political party official or candidate for office, where such payment, gift or promise would violate: 3.2.6.1. the applicable laws of the country of its operations; 3.2.6.2. the laws of the country of formation of Buyer, Buyer Guarantor, PRE Lender, or their respective principal place of business; or 3.2.6.3. the laws of the United States of America. The foregoing warranties do not apply to any facilitating or expediting payment to secure the performance of routine Government action. Routine Government action, for purposes of this Section 3.2.6, shall not include, among other things, Government action regarding the terms, award or continuation of the License or approval of the transactions contemplated by this Agreement. 3.2.7 Each of Buyer, PRE Lender and Buyer Guarantor has been represented by legal counsel in the preparation, review and/or negotiation conclusion of this Agreement and the documents contemplated by this Agreement. 3.2.8 Buyer has and will make available to its Affiliates the technical capability, personnel and resources to fulfill fulfilment of the obligations of Buyer and its Affiliates under this Agreement and the agreements contemplated by this Agreement. 3.2.9 Buyer, PRE Lender and Buyer Guarantor have do not incurred any obligation or liability, contingent or otherwise, for brokers’ or finders’ fees in respect of this transaction for which the Sellers or Sellers’ Affiliates shall have any obligation or liability. 3.2.10 Neither Buyer Guarantor nor PRE Lender requires shareholder approval in order to execute or deliver the Buyer Guarantee or this Agreement. 3.2.11 Buyer acknowledges and confirms that: 3.2.11.1. To conflict with (i) the Buyer’s knowledgeCorporate Documents; (ii) any judgment, Sellers have court order or other decision made available by a court, arbitration tribunal or public authority being binding on the Buyer; or (iii) subject to receipt of the Merger Clearance Approvals, any Law to which the Buyer and Buyer Guarantor all diligence materials pertaining to the Shares, Newco and the Assets which Buyer and Buyer Guarantor have requestedis subject; and 3.2.11.2. Except (h) as set out in Schedule 3.2.11, none of the Senior Supervisory Personnel of BuyerSigning Date, the Buyer Guarantor, PRE Lender has not been met with any claim or Buyer’s Operating Affiliates have any knowledge of any breach by Sellers of any of Sellers’ Warranties or covenants, or of any facts or circumstances which could reasonably be expected to have a material adverse effect on the financial condition of Buyer, PRE Lender, Buyer Guarantor or their respective Affiliates (including, from Completion, Newco). 3.2.11.3. The Senior Supervisory Personnel of Buyer, Buyer Guarantor, PRE Lender and their respective Affiliates are reasonably familiar with the laws of the State applicable to the Licenselawsuit, and none of the Senior Supervisory Personnel of Buyeris not a party to any dispute before a court, Buyer Guarantorarbitration tribunal or public authority, PRE Lender or any of their respective Affiliates have knowledge of any facts or circumstances which would be reasonably likely to result in Pacific Rubiales Energy Corp. failing prevent or delay the Closing. 11.2.2 The Buyer’s Warranties are given with effect as per the Signing Date, and shall be deemed to qualify under have been repeated at the laws of the State as an oil company or being rejected as a replacement corporate guarantor of Newco’s obligations under the LicenseClosing Date.

Buyer’s Warranties. Buyer hereby represents, warrants to Sellers, on the Signing Date and on the Completion Date, ------------------ covenants as applicable, unless otherwise providedfollows: 3.2.1 Each of Buyer(a) NCI and NCII are each limited liability companies duly organized, Buyer Guarantor and PRE Lender is duly organized and validly existing and in good standing under the laws law of the country where it is organized. To the extent required, Buyer is qualified to conduct business in each jurisdiction where it is necessary to be qualified to perform the License. 3.2.2 Each State of Buyer, Buyer Guarantor and PRE Lender has all requisite corporate power and authority (including approval of its board of directors) to enter into this Agreement, the Buyer Guarantee, and the Associated Agreements, to perform its obligations under this Agreement, the Buyer Guarantee, and the Associated Agreements, to consummate the transactions contemplated by this Agreement, the Buyer Guarantee, and the Associated Agreements, to perform the agreements contemplated by this AgreementDelaware, and to cause its Affiliates the best of Buyer's knowledge, have made all filings and recordings necessary to exist, operate and do business under all presently applicable Governmental Regulations and have the full and unrestricted power and authority, corporate or otherwise, to own, operate and lease their respective properties, to carry on their business as currently conducted and to execute and deliver this Agreement and any other instruments to be delivered pursuant hereto, and to perform their respective obligations under this Agreement, the License and the agreements contemplated by this Agreement, including the Associated Agreements and the Buyer Guarantee. 3.2.3 This Agreement, the Buyer Guarantee and the Associated Agreements have been duly signed and delivered by Buyer, Buyer Guarantor and PRE Lender, as applicable, and constitute legal, valid and binding obligations all of Buyer, Buyer Guarantor and PRE Lender, as applicable. All documents required to be signed and delivered by Buyer, Buyer Guarantor and PRE Lender at Completion will be duly signed and delivered. This Agreement, the Buyer Guarantee and the Associated Agreements constitute at the time of their execution and at the Completion Date such documents will constitute, the valid and binding obligations of Buyer and Buyer Guarantor enforceable against Buyer and Buyer Guarantor in accordance with their terms. 3.2.4 The execution, delivery, and performance of this Agreement by Buyer and PRE Lender, the consummation of the transactions contemplated by this Agreement, and the compliance by Buyer, PRE Lender, or Buyer Guarantor with the provisions of this Agreement will not: 3.2.4.1. violate any provision of the certificate of incorporation, memorandum and articles of association, bylaws or other formation and governing documents of Buyer, PRE Lender or Buyer Guarantor; 3.2.4.2. materially violate any laws applicable to Buyer, PRE Lender or Buyer Guarantor; 3.2.4.3. materially violate any judgment, order, ruling, or decree applicable to Buyer, PRE Lender or Buyer Guarantor; or 3.2.4.4. result in a default with due notice or lapse of time or both, or the creation of any lien or encumbrance or give rise to any right of termination, cancellation, or acceleration under any material note, bond, mortgage, indenture, license, or agreement to which Buyer, PRE Lender or Buyer Guarantor are party or by which Buyer, PRE Lender or Buyer Guarantor are bound. 3.2.5 There are no Actions pending, or to Buyer’s knowledge, threatened against Buyer or any Affiliate of Buyer, which are reasonably likely to impair materially Buyer’s, PRE Lender’s or Buyer Guarantor’s ability to perform its obligations under this Agreement or the Associated Agreements or the Buyer Guaranteeand any other instruments to be delivered pursuant hereto. 3.2.6 None of Buyer(b) The execution, its Affiliates or their respective directors, officers, employees or agents, has made, offered, or authorized any payment, gift, promise or other advantage, in connection with the Assets or the transactions contemplated delivery and performance by this Agreement, whether directly or indirectly through any other person or entity, to or for the use or benefit of any public official (which for these purposes means any Person holding a legislative, administrative or judicial office, including any person or entity employed by or acting on behalf of a public agency, a public enterprise or a public international organization) or any political party or political party official or candidate for office, where such payment, gift or promise would violate: 3.2.6.1. the applicable laws of the country of its operations; 3.2.6.2. the laws of the country of formation of Buyer, Buyer Guarantor, PRE Lender, or their respective principal place of business; or 3.2.6.3. the laws of the United States of America. The foregoing warranties do not apply to any facilitating or expediting payment to secure the performance of routine Government action. Routine Government action, for purposes of this Section 3.2.6, shall not include, among other things, Government action regarding the terms, award or continuation of the License or approval of the transactions contemplated by this Agreement. 3.2.7 Each of Buyer, PRE Lender and Buyer Guarantor has been represented by legal counsel in the preparation, review and/or negotiation of this Agreement and all other instruments required to be delivered pursuant hereto, the documents contemplated by this Agreement. 3.2.8 Buyer has fulfillment of and will make available to its Affiliates compliance with the technical capabilityrespective terms and provisions hereof and thereof, personnel and resources to fulfill the obligations of Buyer and its Affiliates under this Agreement and the agreements due consummation of the transaction contemplated by this Agreement. 3.2.9 Buyerhereby, PRE Lender have been duly and Buyer Guarantor have validly authorized, and do not: (1) require any consent or approval of any partner, lender, shareholder, creditor, investor, judicial or administrative body, Authority or other party which has not incurred already been obtained; or (2) conflict with, or result in any obligation breach of, or liabilityconstitute a default under, contingent any presently applicable Governmental Regulation, bond, note, or otherwiseother evidence of indebtedness, for brokers’ or finders’ fees in respect under any contract, indenture, mortgage, deed of this transaction for which the Sellers trust, loan, lease, partnership agreement, operating agreement, articles of incorporation, bylaws, shareholder agreement or Sellers’ Affiliates shall have any obligation other agreement or liability. 3.2.10 Neither Buyer Guarantor nor PRE Lender requires shareholder approval in order instrument to execute or deliver the Buyer Guarantee or this Agreement. 3.2.11 Buyer acknowledges and confirms that: 3.2.11.1. To the Buyer’s knowledge, Sellers have made available to Buyer and Buyer Guarantor all diligence materials pertaining to the Shares, Newco and the Assets which Buyer and is a party or by which Buyer Guarantor have requested; and 3.2.11.2. Except as set out in Schedule 3.2.11, none of the Senior Supervisory Personnel of Buyer, Buyer Guarantor, PRE Lender or Buyer’s Operating Affiliates have any knowledge of any breach by Sellers of any of Sellers’ Warranties or covenants, or of any facts or circumstances which could reasonably be expected to have a material adverse effect on the financial condition of Buyer, PRE Lender, Buyer Guarantor or their respective Affiliates (including, from Completion, Newco). 3.2.11.3. The Senior Supervisory Personnel of Buyer, Buyer Guarantor, PRE Lender and their respective Affiliates are reasonably familiar with the laws of the State applicable to the License, and none of the Senior Supervisory Personnel of Buyer, Buyer Guarantor, PRE Lender or any of their respective Affiliates have knowledge of any facts Buyer's properties may be bound or circumstances which would affected. (c) Buyer's representations and warranties contained herein are and will be reasonably likely to result in Pacific Rubiales Energy Corp. failing to qualify under the laws true and correct as of the State Close of Escrow. (d) Buyer represents that an affiliate of Buyer acquired an interest in substantially all of the regional mall assets of the original developer and former manager of the Property, Homart Development Co. ("Homart"), in 1995. Buyer further acknowledges that some of the Homart employees who were involved with the management of the Property in 1995 are currently employees of affiliates of a member of Buyer and, as an oil company or being rejected as a replacement corporate guarantor of Newco’s obligations under the Licensetermination date of Homart's management of the Property, had some knowledge and experience with the Property and its operation prior to Buyer undertaking its due diligence of the Property.

Buyer’s Warranties. The Parties have extensively discussed and negotiated to what extent and how the Buyer warrants should be liable for defects of the Groupon Shares. They have decided to Sellersdepart from the statutory system of liability, on and in its place to provide for a separate system of liability, as determined in Clauses 8 and 9 of this Agreement. The Buyer and Groupon Inc. warrant as joint and several debtors (Gesamtschuldner) the Signing Date correctness and on completeness of the Completion Datefollowing statements (the “Buyer’s Warranties”) as of the date hereof by means of an independent guarantee promise (Garantieversprechen, section 311 para 1 BGB), which - according to the Parties’ express intention - constitutes a promise that is made from the start only with the restricted content according to Clauses 8 to 9 of this Agreement: 8.1 Each of Buyer and Groupon Inc. has the corporate power and authority to execute and deliver this Agreement and the Earn-Out Agreement and to perform and consummate the Transaction and the other transactions contemplated hereby and thereby. Each of Buyer and Groupon, Inc. has taken all actions necessary to authorize its execution and delivery of this Agreement and the Earn-Out Agreement, the performance of its obligations hereunder and thereunder, and the consummation by it of the Transaction and the other transaction contemplated hereby and thereby. This Agreement and the Earn-Out Agreement have been duly authorized, executed, and delivered by, and (assuming the due authorization, execution and delivery hereof by the other Parties hereto) is enforceable against, each of Buyer and Groupon Inc.. 8.2 Groupon Inc. is an entity duly organized, validly existing, and in good standing under the Laws of the State of Delaware. Buyer is an entity duly organized, validly existing, and in good standing under the Laws of the Federal Republic of Germany. The Groupon Shares and the Earn Out Shares have been duly authorized and, when issued in accordance with this Agreement or the Earn-Out Agreement, as applicable, unless otherwise provided: 3.2.1 Each will be validly issued, fully paid and nonassessable and will be free and clear of Buyerall encumbrances of any kind except for restrictions of transfer imposed under applicable securities laws, Buyer Guarantor and PRE Lender is duly organized and validly existing under the laws of the country where it is organized. To the extent required, Buyer is qualified to conduct business in each jurisdiction where it is necessary to be qualified to perform the License. 3.2.2 Each of Buyer, Buyer Guarantor and PRE Lender has all requisite corporate power and authority (including approval of its board of directors) to enter into this Shareholders Agreement, the Buyer GuaranteeCo-Sale Agreement and the Voting Agreement. The Earn Out Shares have been reserved for issuance from Groupon Inc.’s authorized share capital if and when they become issuable under the Earn-Out Agreement. 8.3 The authorized equity interests of Groupon Inc. are as set forth on Schedule 8.3. All of the issued and outstanding equity interests of Groupon Inc. are held of record in such amounts and by such holders as set forth on Schedule 8.3. All of the issued and outstanding equity interests of the Groupon Inc. (including the Groupon Shares) (a) have been duly authorized and are validly issued, fully paid, and nonassessable, (b) were issued in compliance with, or pursuant to an exemption from, all applicable state, federal and other applicable securities laws and (c) were not issued in violation of any pre-emptive rights or rights of first refusal. Except as set forth on Schedule 8.3, as of the Associated Agreementsdate hereof, (x) no outstanding commitments exist with respect to perform the equity interests of Groupon Inc., (y) there are no contracts with respect to the voting, transfer, disposition or registration of the equity interests of Groupon Inc. and (z) there are no outstanding obligations of Groupon Inc. to redeem, repurchase, or otherwise acquire any of its obligations under equity interests. 8.4 The execution and delivery by Buyer and Groupon Inc. of this Agreement, the Buyer Guarantee, Agreement and the Associated AgreementsEarn-Out Agreement and the consummation of the transactions contemplated hereby and thereby, will not conflict with (i) any provision of the certificate of incorporation or bylaws of either entity, as amended to date, each in full force and effect on the date hereof, (ii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer or Groupon Inc. or any of their subsidiaries or any of their respective properties or assets (whether tangible or intangible), or except in the cases of clause (ii) where such conflict would not be material to Buyer’s or Groupon Inc.’s ability to consummate the transactions contemplated by this Agreement, the Buyer Guarantee, and the Associated Agreements, to perform the agreements contemplated by this Agreement, and to cause its Affiliates to hereby or thereby or perform their respective obligations under this Agreement, the License and the agreements contemplated by this Agreement, including the Associated Agreements and the Buyer Guarantee. 3.2.3 This Agreement, the Buyer Guarantee and the Associated Agreements have been duly signed and delivered by Buyer, Buyer Guarantor and PRE Lender, as applicable, and constitute legal, valid and binding obligations of Buyer, Buyer Guarantor and PRE Lender, as applicable. All documents required to be signed and delivered by Buyer, Buyer Guarantor and PRE Lender at Completion will be duly signed and delivered. This Agreement, the Buyer Guarantee and the Associated Agreements constitute at the time of their execution and at the Completion Date such documents will constitute, the valid and binding obligations of Buyer and Buyer Guarantor enforceable against Buyer and Buyer Guarantor in accordance with their terms. 3.2.4 The execution, delivery, and performance of this Agreement by Buyer and PRE Lender, the consummation of the transactions contemplated by this Agreement, and the compliance by Buyer, PRE Lender, or Buyer Guarantor with the provisions of this Agreement will not: 3.2.4.1. violate any provision of the certificate of incorporation, memorandum and articles of association, bylaws or other formation and governing documents of Buyer, PRE Lender or Buyer Guarantor; 3.2.4.2. materially violate any laws applicable to Buyer, PRE Lender or Buyer Guarantor; 3.2.4.3. materially violate any judgment, order, ruling, or decree applicable to Buyer, PRE Lender or Buyer Guarantor; or 3.2.4.4. result in a default with due notice or lapse of time or both, or the creation of any lien or encumbrance or give rise to any right of termination, cancellation, or acceleration under any material note, bond, mortgage, indenture, license, or agreement to which Buyer, PRE Lender or Buyer Guarantor are party or by which Buyer, PRE Lender or Buyer Guarantor are bound. 3.2.5 There are no Actions pending, or to Buyer’s knowledge, threatened against Buyer or any Affiliate of Buyer, which are reasonably likely to impair materially Buyer’s, PRE Lender’s or Buyer Guarantor’s ability to perform its obligations under this Agreement or the Associated Agreements or the Buyer Guarantee. 3.2.6 None of Buyer, its Affiliates or their respective directors, officers, employees or agents, has made, offered, or authorized any payment, gift, promise or other advantage, in connection with the Assets or the transactions contemplated by this Agreement, whether directly or indirectly through any other person or entity, to or for the use or benefit of any public official (which for these purposes means any Person holding a legislative, administrative or judicial office, including any person or entity employed by or acting on behalf of a public agency, a public enterprise or a public international organization) or any political party or political party official or candidate for office, where such payment, gift or promise would violate: 3.2.6.1. the applicable laws of the country of its operations; 3.2.6.2. the laws of the country of formation of Buyer, Buyer Guarantor, PRE Lender, or their respective principal place of business; or 3.2.6.3. the laws of the United States of America. The foregoing warranties do not apply to any facilitating or expediting payment to secure the performance of routine Government action. Routine Government action, for purposes of this Section 3.2.6, shall not include, among other things, Government action regarding the terms, award or continuation of the License or approval of the transactions contemplated by this Agreement. 3.2.7 Each of Buyer, PRE Lender and Buyer Guarantor has been represented by legal counsel in the preparation, review and/or negotiation of this Agreement and the documents contemplated by this Earn-Out Agreement. 3.2.8 Buyer has and will make available to its Affiliates the technical capability, personnel and resources to fulfill the obligations of Buyer and its Affiliates under this Agreement and the agreements contemplated by this Agreement. 3.2.9 Buyer, PRE Lender and Buyer Guarantor have not incurred any obligation or liability, contingent or otherwise, for brokers’ or finders’ fees in respect of this transaction for which the Sellers or Sellers’ Affiliates shall have any obligation or liability. 3.2.10 Neither Buyer Guarantor nor PRE Lender requires shareholder approval in order to execute or deliver the Buyer Guarantee or this Agreement. 3.2.11 Buyer acknowledges and confirms that: 3.2.11.1. To the Buyer’s knowledge, Sellers have made available to Buyer and Buyer Guarantor all diligence materials pertaining to the Shares, Newco and the Assets which Buyer and Buyer Guarantor have requested; and 3.2.11.2. Except as set out in Schedule 3.2.11, none of the Senior Supervisory Personnel of Buyer, Buyer Guarantor, PRE Lender or Buyer’s Operating Affiliates have any knowledge of any breach by Sellers of any of Sellers’ Warranties or covenants, or of any facts or circumstances which could reasonably be expected to have a material adverse effect on the financial condition of Buyer, PRE Lender, Buyer Guarantor or their respective Affiliates (including, from Completion, Newco). 3.2.11.3. The Senior Supervisory Personnel of Buyer, Buyer Guarantor, PRE Lender and their respective Affiliates are reasonably familiar with the laws of the State applicable to the License, and none of the Senior Supervisory Personnel of Buyer, Buyer Guarantor, PRE Lender or any of their respective Affiliates have knowledge of any facts or circumstances which would be reasonably likely to result in Pacific Rubiales Energy Corp. failing to qualify under the laws of the State as an oil company or being rejected as a replacement corporate guarantor of Newco’s obligations under the License.