Common use of Capital Contributions of Limited Partner Clause in Contracts

Capital Contributions of Limited Partner. (a) Contemporaneously with the execution of the Purchase Agreement and subject to the Assignment Agreement, the Limited Partner shall make a Capital Contribution to the Partnership in an aggregate amount equal to $2,350,670.75, which Capital Contribution shall be used exclusively by the Partnership for the payment of the Limited Partner’s allocated share (in accordance with Section 4.1) of the Performance Deposit. (b) Subject to the provisions of this Section 3.2 and Section 3.5(b) and except as otherwise provided herein, the Limited Partner shall make a Capital Contribution to the Partnership in an aggregate amount not to exceed the quotient obtained by multiplying (i) 0.98 times (ii) (A) the amount of the Adjusted Purchase Price minus (B) the Escrow Funds, which Capital Contribution shall be used exclusively by the Partnership for the payment of the Limited Partner’s allocated share (in accordance with Section 4.1) of the Adjusted Purchase Price less the Escrow Funds. (c) Subject to the provisions of this Section 3.2 and Section 3.5(c) and except as otherwise provided herein, the Limited Partner shall make a Capital Contribution to the Partnership in an aggregate amount not to exceed $343,000, which Capital Contributions shall be used exclusively by the Partnership for the payment of the Limited Partner’s allocated share (in accordance with Section 4.1) of Organization and Third Party Acquisition Costs. (d) Subject to the provisions of this Section 3.2 and Section 3.5(d) and except as otherwise provided herein, the Limited Partner shall make Capital Contributions to the Partnership in an aggregate amount equal to Hedge Costs, which Capital Contributions shall be used exclusively by the Partnership for such purpose. (e) Notwithstanding anything to the contrary herein, the obligation of the Limited Partner to make the Capital Contributions referenced in subsections (b), (c), and (d), above shall be expressly conditioned upon the following: (i) the Limited Partner shall have determined in its sole discretion that (A) the Partnership should not exercise its right to terminate the Purchase Agreement in accordance with the terms thereof, and (B) all conditions precedent to the obligation of the Partnership to consummate the transactions contemplated under the Purchase Agreement have been satisfied; (ii) without limiting paragraph (vi) below, the General Partner shall have performed its obligations under Section 5.7; (iii) the Limited Partner shall have received: (A) an opinion of a law firm reasonably acceptable to the Limited Partner, dated the Purchase Agreement Closing Date and in form, scope and content acceptable to the Limited Partner and covering the matters described in Exhibit 3.2(e)(iii) and such other matters as the Limited Partner shall reasonably request; (B) an officer’s certificate of the General Partner dated the Purchase Agreement Closing Date with respect to (1) the attached certificate of formation of the General Partner, and all amendments thereto, (2) the attached company agreement of the General Partner, and all amendments thereto, (3) the attached resolutions of the managers of the General Partner authorizing the execution, delivery and performance of all documents to be executed by the General Partner in connection with the formation of the Partnership, the execution and delivery of the Purchase Agreement, the Assignment Agreement, and related documents and the consummation of the transactions contemplated hereunder and thereunder, (4) the attached certificate of formation of Parent, and all amendments thereto, (5) the attached limited liability company agreement of Parent, and all amendments thereto, and (6) the incumbency and specimen signature(s) of the persons signing the documents to be executed by the General Partner in connection with the formation of the Partnership, the execution and delivery of the Purchase Agreement, the Assignment Agreement, and the consummation of the transactions contemplated hereunder and thereunder; (C) a tax opinion of Xxxxxxxx & Knight LLP, or such other law firm as is reasonably acceptable to the Limited Partner, dated the Purchase Agreement Closing Date and in form, scope and content acceptable to the Limited Partner; (D) a partnership formation opinion of Xxxxxxxx & Xxxxxx LLP, or such other law firm as is reasonably acceptable to the Limited Partner, dated the Purchase Agreement Closing Date and in form, scope and content acceptable to the Limited Partner; (E) a certificate of existence confirming the existence of the Partnership under the laws of the State of Texas; (F) certificates of existence and good standing confirming the existence and good standing of the General Partner and Parent under the laws of the State of Texas; and (G) such other certificates, documents, and other instruments in respect to the General Partner and its owners as shall be reasonably requested by the Limited Partner; (iv) the Partnership and the General Partner shall have qualified to do business in the states in which the Properties are located and provided evidence of same satisfactory to the Limited Partner; (v) all the representations and warranties of the General Partner contained in this Agreement shall be true and correct in all material respects as of the date made and (having been deemed to have been made again on and as of the Purchase Agreement Closing Date in the same language) shall be true and correct in all material respects on and as of the Purchase Agreement Closing Date (and the Limited Partner shall have received a certificate acceptable to it from the General Partner dated the Purchase Agreement Closing Date to that effect); (vi) the General Partner shall have performed and complied with in all material respects all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Purchase Agreement Closing Date (and the Limited Partner shall have received a certificate acceptable to it from the General Partner dated the Purchase Agreement Closing Date to that effect); (vii) no preliminary or permanent injunction or other order, decree, or ruling issued by any governmental entity, and no statute, rule, regulation, or executive order promulgated or enacted by any governmental entity, shall be in effect which restrains, enjoins, prohibits or otherwise makes illegal the consummation of the transactions contemplated under this Agreement, the Purchase Agreement, or the Assignment Agreement; (viii) all consents, approvals, orders, authorizations, and waivers of, and all declarations, filings, and registrations with, third parties (including governmental entities) required to be obtained or made by or on the part of the parties hereto or to the Purchase Agreement or otherwise necessary for the consummation of the transactions contemplated hereunder or under the Purchase Agreement and the Assignment Agreement, shall have been obtained or made and shall be in full force and effect on and as of the Purchase Agreement Closing Date (excluding consents of third parties to assignments of the Properties as provided for in the Purchase Agreement); and (ix) the Limited Partner shall have received a Phase I environmental report with respect to the Oil and Gas Properties satisfactory to it in form, scope and content. (f) Notwithstanding anything to the contrary herein, the Capital Contributions referenced in subsections (a), (b), (c), and (d) above shall be the maximum contribution to the Partnership that the Limited Partner shall be required to make (unless the Limited Partner otherwise elects as provided in Section 3.3) and shall be subject to reduction as provided in Section 3.4.

Capital Contributions of Limited Partner. (a) Contemporaneously with the execution of the Purchase Agreement and subject Subject to the Assignment Agreementprovisions of this Section 3.2 and Section 3.5(a) and except as otherwise provided herein, the Limited Partner shall make a Capital Contribution to the Partnership in an aggregate amount equal not to exceed $2,350,670.7534,675,001.46, which Capital Contribution shall be used exclusively by the Partnership for the payment of the Limited Partner’s allocated share (in accordance with Section 4.1) of the Performance DepositPurchase Price. (b) Subject to the provisions of this Section 3.2 and Section 3.5(b) and except as otherwise provided herein, the Limited Partner shall make a Capital Contribution to the Partnership in an aggregate amount not to exceed the quotient obtained by multiplying (i) 0.98 times (ii) (A) the amount of the Adjusted Purchase Price minus (B) the Escrow Funds, which Capital Contribution shall be used exclusively by the Partnership for the payment of the Limited Partner’s allocated share (in accordance with Section 4.1) of the Adjusted Purchase Price less the Escrow Funds. (c) Subject to the provisions of this Section 3.2 and Section 3.5(c) and except as otherwise provided herein, the Limited Partner shall make a Capital Contribution to the Partnership in an aggregate amount not to exceed $343,000427,500, which Capital Contributions shall be used exclusively by the Partnership for the payment of the Limited Partner’s allocated share (in accordance with Section 4.1) of Organization and Third Party Acquisition Costs. (dc) Subject to the provisions of this Section 3.2 and Section 3.5(d3.5(c) and except as otherwise provided herein, the Limited Partner shall make Capital Contributions to the Partnership in an aggregate amount equal not to exceed its allocated share (in accordance with Section 4.1) of Hedge Costs, which Capital Contributions shall be used exclusively by the Partnership for such purpose. (ed) Notwithstanding anything to the contrary herein, the obligation of the Limited Partner to make the Capital Contributions referenced in subsections (ba), (cb), and (d), c) above shall be expressly conditioned upon the following: (i) the Limited Partner shall have determined in its sole discretion that (A) the Partnership should not exercise its right to terminate the Purchase Agreement in accordance with the terms thereof, and (B) all conditions precedent to the obligation of the Partnership obligations to consummate the transactions contemplated under the Purchase Agreement have been satisfied; (ii) without limiting paragraph (vi) below, the General Partner shall have performed its obligations under Section 5.7; (iii) the Limited Partner shall have received: (A) an opinion of a law firm reasonably acceptable to the Limited Partner, dated the Purchase Agreement Closing Date and in form, scope and content acceptable to the Limited Partner and covering the matters described in Exhibit 3.2(e)(iii3.2(d)(iii) and such other matters as the Limited Partner shall reasonably request; (B) an officer’s certificate of the General Partner dated the Purchase Agreement Closing Date with respect to (1) the attached certificate articles of formation organization of the General Partner, and all amendments thereto, (2) the attached limited liability company agreement of the General Partner, and all amendments thereto, (3) the attached resolutions of the managers board of directors of the General Partner authorizing the execution, delivery and performance of all documents to be executed by the General Partner in connection with the formation of the Partnership, the execution and delivery of the Purchase Agreement, the Assignment Agreement, Agreement and related documents and the consummation of the transactions contemplated hereunder and thereunder, and (4) the attached certificate of formation of Parent, and all amendments thereto, (5) the attached limited liability company agreement of Parent, and all amendments thereto, and (6) the incumbency and specimen signature(s) of the persons signing the documents to be executed by the General Partner in connection with the formation of the Partnership, the execution and delivery of the Purchase Agreement, the Assignment Agreement, Agreement and related documents and the consummation of the transactions contemplated hereunder and thereunder; (C) a tax opinion of Xxxxxxxx & Knight Xxxxxx LLP, Dallas, Texas, or such other law firm as is reasonably acceptable to the Limited Partner, dated the Purchase Agreement Closing Date and in form, scope and content acceptable to the Limited Partner; (D) a partnership formation opinion of Xxxxxxxx & Xxxxxx Knight LLP, Dallas, Texas, or such other law firm as is reasonably acceptable to the Limited Partner, dated the Purchase Agreement Closing Date and in form, scope and content acceptable to the Limited Partner; (E) a certificate of existence confirming the existence of the Partnership under the laws of the State of Texas; (F) certificates certificate(s) of existence and good standing confirming the existence and good standing of the General Partner under the laws of the State of Delaware; (G) certificate(s) of existence and good standing confirming the existence and good standing of the Parent under the laws of the State of TexasDelaware; and (GH) such other certificates, documents, and other instruments in respect to the General Partner and its owners as shall be reasonably requested by the Limited Partner;. (iv) the Partnership and the General Partner shall have qualified to do business in the states in which the Properties are located and provided evidence State of same satisfactory to the Limited PartnerCalifornia; (v) all the representations and warranties of the General Partner contained in this Agreement shall be true and correct in all material respects as of the date made and (having been deemed to have been made again on and as of the Purchase Agreement Closing Date in the same language) shall be true and correct in all material respects on and as of the Purchase Agreement Closing Date (and the Limited Partner shall have received a certificate acceptable to it from the General Partner dated the Purchase Agreement Closing Date to that effect); (vi) the General Partner shall have performed and complied with in all material respects all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Purchase Agreement Closing Date (and the Limited Partner shall have received a certificate acceptable to it from the General Partner dated the Purchase Agreement Closing Date to that effect); (vii) no preliminary or permanent injunction or other order, decree, or ruling issued by any governmental entity, and no statute, rule, regulation, or executive order promulgated or enacted by any governmental entity, shall be in effect which restrains, enjoins, prohibits or otherwise makes illegal the consummation of the transactions contemplated under this Agreement, Agreement or the Purchase Agreement, or the Assignment Agreement; (viii) all consents, approvals, orders, authorizations, and waivers of, and all declarations, filings, and registrations with, third parties (including governmental entities) required to be obtained or made by or on the part of the parties hereto or to the Purchase Agreement or otherwise necessary for the consummation of the transactions contemplated hereunder or under the Purchase Agreement and the Assignment Agreement, shall have been obtained or made and shall be in full force and effect on and as of the Purchase Agreement Closing Date (excluding excluding, for purposes hereof, consents of third parties to assignments of the Properties as provided for in the Purchase Agreement); and (ix) the Limited Partner shall have received a Phase I environmental report with respect to the Oil and Gas Properties satisfactory to it in form, scope and content. (f) Notwithstanding anything to the contrary herein, the Capital Contributions referenced in subsections (a), (b), (c), and (d) above shall be the maximum contribution to the Partnership that the Limited Partner shall be required to make (unless the Limited Partner otherwise elects as provided in Section 3.3) and shall be subject to reduction as provided in Section 3.4.

Capital Contributions of Limited Partner. (a) Contemporaneously with the execution of the Purchase Agreement and subject to the Assignment Agreement, the Limited Partner shall make a Capital Contribution to the Partnership in an aggregate amount equal to $2,350,670.75, which Capital Contribution shall be used exclusively by the Partnership for the payment of the Limited Partner’s allocated share (in accordance with Section 4.1) of the Performance Deposit. (b) Subject to the provisions of this Section 3.2 and Section 3.5(b) and except as otherwise provided herein, the Limited Partner shall make a Capital Contribution to the Partnership in an aggregate amount not to exceed the quotient obtained by multiplying (i) 0.98 times (ii) (A) the amount of the Adjusted Purchase Price minus (B) the Escrow Funds, which Capital Contribution shall be used exclusively by the Partnership for the payment of the Limited Partner’s allocated share (in accordance with Section 4.1) of the Adjusted Purchase Price less the Escrow Funds. (c) Subject to the provisions of this Section 3.2 and Section 3.5(c) and except as otherwise provided herein3.5(a), the Limited Partner shall make a Capital Contribution to the Partnership in an aggregate amount not to exceed $343,00072,000,000, which Capital Contributions Contribution shall be used exclusively by the Partnership for the payment of the Adjusted Purchase Price and the Special Distribution. (b) Subject to Section 3.5(b), the Limited Partner shall make a Capital Contribution to the Partnership in an aggregate amount not to exceed $300,000, which Capital Contribution shall be used exclusively by the Partnership for the payment of the Limited Partner’s 's allocated share (in accordance with Section 4.1) of Organization and Third Party Acquisition Costs. (dc) Subject to the provisions of this Section 3.2 and Section 3.5(d) and except as otherwise provided herein3.5(c), the Limited Partner shall make Capital Contributions to the Partnership in an aggregate amount equal to the Hedge Costs, which Capital Contributions shall be used exclusively by the Partnership for such purpose; without limiting the foregoing, the Limited Partner shall make Capital Contributions to the Partnership in an amount sufficient for the Partnership to fund 100% of the costs and expenses attributable to the Hedging Transaction described in Exhibit 5.7(a). (d) Subject to Section 3.5(d), the Limited Partner shall make Capital Contributions to the Partnership in an aggregate amount not to exceed $35,325,000 (which amount shall be reduced by an amount equal to that portion of the Capital Contributions paid under Section 3.2(a) in respect of the adjustments reflected in the Preliminary Closing Statement and the Final Closing Statement, as applicable, for the costs of Pre-Approved Development Operations), which Capital Contributions shall be used exclusively by the Partnership for the payment of the Limited Partner's allocated share (in accordance with Section 4.1) of the Capital Costs attributable to the Pre-Approved Development Operations. (e) Notwithstanding anything to the contrary herein, the obligation of the Limited Partner to make the Capital Contributions referenced in subsections (b), (c), and (d), above shall be expressly conditioned upon the following: (i) the Limited Partner shall have determined in its sole discretion that (A) the Partnership should not exercise its right to terminate the Purchase Agreement in accordance with the terms thereof, and (B) all conditions precedent to the obligation of the Partnership to consummate the transactions contemplated under the Purchase Agreement have been satisfied; (ii) without limiting paragraph (vi) below, the General Partner shall have performed its obligations under Section 5.7; (iii) the Limited Partner shall have received: (A) an opinion of a law firm reasonably acceptable to the Limited Partner, dated the Purchase Agreement Closing Date and in form, scope and content acceptable to the Limited Partner and covering the matters described in Exhibit 3.2(e)(iii) and such other matters as the Limited Partner shall reasonably request; (B) an officer’s certificate of the General Partner dated the Purchase Agreement Closing Date with respect to (1) the attached certificate of formation of the General Partner, and all amendments thereto, (2) the attached company agreement of the General Partner, and all amendments thereto, (3) the attached resolutions of the managers of the General Partner authorizing the execution, delivery and performance of all documents to be executed by the General Partner in connection with the formation of the Partnership, the execution and delivery of the Purchase Agreement, the Assignment Agreement, and related documents and the consummation of the transactions contemplated hereunder and thereunder, (4) the attached certificate of formation of Parent, and all amendments thereto, (5) the attached limited liability company agreement of Parent, and all amendments thereto, and (6) the incumbency and specimen signature(s) of the persons signing the documents to be executed by the General Partner in connection with the formation of the Partnership, the execution and delivery of the Purchase Agreement, the Assignment Agreement, and the consummation of the transactions contemplated hereunder and thereunder; (C) a tax opinion of Xxxxxxxx & Knight LLP, or such other law firm as is reasonably acceptable to the Limited Partner, dated the Purchase Agreement Closing Date and in form, scope and content acceptable to the Limited Partner; (D) a partnership formation opinion of Xxxxxxxx & Xxxxxx LLP, or such other law firm as is reasonably acceptable to the Limited Partner, dated the Purchase Agreement Closing Date and in form, scope and content acceptable to the Limited Partner; (E) a certificate of existence confirming the existence of the Partnership under the laws of the State of Texas; (F) certificates of existence and good standing confirming the existence and good standing of the General Partner and Parent under the laws of the State of Texas; and (G) such other certificates, documents, and other instruments in respect to the General Partner and its owners as shall be reasonably requested by the Limited Partner; (iv) the Partnership and the General Partner shall have qualified to do business in the states in which the Properties are located and provided evidence of same satisfactory to the Limited Partner; (v) all the representations and warranties of the General Partner contained in this Agreement shall be true and correct in all material respects as of the date made and (having been deemed to have been made again on and as of the Purchase Agreement Closing Date in the same language) shall be true and correct in all material respects on and as of the Purchase Agreement Closing Date (and the Limited Partner shall have received a certificate acceptable to it from the General Partner dated the Purchase Agreement Closing Date to that effect); (vi) the General Partner shall have performed and complied with in all material respects all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Purchase Agreement Closing Date (and the Limited Partner shall have received a certificate acceptable to it from the General Partner dated the Purchase Agreement Closing Date to that effect); (vii) no preliminary or permanent injunction or other order, decree, or ruling issued by any governmental entity, and no statute, rule, regulation, or executive order promulgated or enacted by any governmental entity, shall be in effect which restrains, enjoins, prohibits or otherwise makes illegal the consummation of the transactions contemplated under this Agreement, the Purchase Agreement, or the Assignment Agreement; (viii) all consents, approvals, orders, authorizations, and waivers of, and all declarations, filings, and registrations with, third parties (including governmental entities) required to be obtained or made by or on the part of the parties hereto or to the Purchase Agreement or otherwise necessary for the consummation of the transactions contemplated hereunder or under the Purchase Agreement and the Assignment Agreement, shall have been obtained or made and shall be in full force and effect on and as of the Purchase Agreement Closing Date (excluding consents of third parties to assignments of the Properties as provided for in the Purchase Agreement); and (ix) the Limited Partner shall have received a Phase I environmental report with respect to the Oil and Gas Properties satisfactory to it in form, scope and content. (f) Notwithstanding anything to the contrary herein, the Capital Contributions referenced in subsections (aSections 3.2(a), (b), (c), ) and (d) above shall be the maximum contribution to the Partnership that the Limited Partner shall be required to make (unless the Limited Partner otherwise elects to make Capital Contributions with respect to an Optional Development Operation, Cost Overruns or an Acquisition as provided in Section 3.3) and shall be subject to reduction as provided in Section 3.4.

Capital Contributions of Limited Partner. (a) Contemporaneously with the execution of the Purchase Agreement and subject Subject to the Assignment Agreementprovisions of this Section 3.2 and Section 3.5(a) and except as otherwise provided herein, the Limited Partner shall make a Capital Contribution to the Partnership in an aggregate amount equal not to exceed $2,350,670.7522,918,500, which Capital Contribution shall be used exclusively by the Partnership for the payment of the Limited Partner’s 's allocated share (in accordance with Section 4.1) of the Performance DepositPurchase Price. (b) Subject to the provisions of this Section 3.2 and Section 3.5(b) and except as otherwise provided herein, the Limited Partner shall make a Capital Contribution to the Partnership in an aggregate amount not to exceed the quotient obtained by multiplying (i) 0.98 times (ii) (A) the amount of the Adjusted Purchase Price minus (B) the Escrow Funds, which Capital Contribution shall be used exclusively by the Partnership for the payment of the Limited Partner’s allocated share (in accordance with Section 4.1) of the Adjusted Purchase Price less the Escrow Funds. (c) Subject to the provisions of this Section 3.2 and Section 3.5(c) and except as otherwise provided herein, the Limited Partner shall make a Capital Contribution to the Partnership in an aggregate amount not to exceed $343,000200,000, which Capital Contributions shall be used exclusively by the Partnership for the payment of the Limited Partner’s 's allocated share (in accordance with Section 4.1) of Organization and Third Party Acquisition Costs. (dc) Subject to the provisions of this Section 3.2 and Section 3.5(d3.5(b) and except as otherwise provided herein, the Limited Partner shall make Capital Contributions to the Partnership in an aggregate amount equal not to exceed its allocated share (in accordance with Section 4.1) of Hedge Costs, which Capital Contributions shall be used exclusively by the Partnership for such purpose. (e) Notwithstanding anything to the contrary herein, the obligation of the Limited Partner to make the Capital Contributions referenced in subsections (b), (c), and (d), above shall be expressly conditioned upon the following: (i) the Limited Partner shall have determined in its sole discretion that (A) the Partnership should not exercise its right to terminate the Purchase Agreement in accordance with the terms thereof, and (B) all conditions precedent to the obligation of the Partnership to consummate the transactions contemplated under the Purchase Agreement have been satisfied; (ii) without limiting paragraph (vi) below, the General Partner shall have performed its obligations under Section 5.7; (iii) the Limited Partner shall have received: (A) an opinion of a law firm reasonably acceptable to the Limited Partner, dated the Purchase Agreement Closing Date and in form, scope and content acceptable to the Limited Partner and covering the matters described in Exhibit 3.2(e)(iii) and such other matters as the Limited Partner shall reasonably request; (B) an officer’s certificate of the General Partner dated the Purchase Agreement Closing Date with respect to (1) the attached certificate of formation of the General Partner, and all amendments thereto, (2) the attached company agreement of the General Partner, and all amendments thereto, (3) the attached resolutions of the managers of the General Partner authorizing the execution, delivery and performance of all documents to be executed by the General Partner in connection with the formation of the Partnership, the execution and delivery of the Purchase Agreement, the Assignment Agreement, and related documents and the consummation of the transactions contemplated hereunder and thereunder, (4) the attached certificate of formation of Parent, and all amendments thereto, (5) the attached limited liability company agreement of Parent, and all amendments thereto, and (6) the incumbency and specimen signature(s) of the persons signing the documents to be executed by the General Partner in connection with the formation of the Partnership, the execution and delivery of the Purchase Agreement, the Assignment Agreement, and the consummation of the transactions contemplated hereunder and thereunder; (C) a tax opinion of Xxxxxxxx & Knight LLP, or such other law firm as is reasonably acceptable to the Limited Partner, dated the Purchase Agreement Closing Date and in form, scope and content acceptable to the Limited Partner; (D) a partnership formation opinion of Xxxxxxxx & Xxxxxx LLP, or such other law firm as is reasonably acceptable to the Limited Partner, dated the Purchase Agreement Closing Date and in form, scope and content acceptable to the Limited Partner; (E) a certificate of existence confirming the existence of the Partnership under the laws of the State of Texas; (F) certificates of existence and good standing confirming the existence and good standing of the General Partner and Parent under the laws of the State of Texas; and (G) such other certificates, documents, and other instruments in respect to the General Partner and its owners as shall be reasonably requested by the Limited Partner; (iv) the Partnership and the General Partner shall have qualified to do business in the states in which the Properties are located and provided evidence of same satisfactory to the Limited Partner; (v) all the representations and warranties of the General Partner contained in this Agreement shall be true and correct in all material respects as of the date made and (having been deemed to have been made again on and as of the Purchase Agreement Closing Date in the same language) shall be true and correct in all material respects on and as of the Purchase Agreement Closing Date (and the Limited Partner shall have received a certificate acceptable to it from the General Partner dated the Purchase Agreement Closing Date to that effect); (vi) the General Partner shall have performed and complied with in all material respects all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Purchase Agreement Closing Date (and the Limited Partner shall have received a certificate acceptable to it from the General Partner dated the Purchase Agreement Closing Date to that effect); (vii) no preliminary or permanent injunction or other order, decree, or ruling issued by any governmental entity, and no statute, rule, regulation, or executive order promulgated or enacted by any governmental entity, shall be in effect which restrains, enjoins, prohibits or otherwise makes illegal the consummation of the transactions contemplated under this Agreement, the Purchase Agreement, or the Assignment Agreement; (viii) all consents, approvals, orders, authorizations, and waivers of, and all declarations, filings, and registrations with, third parties (including governmental entities) required to be obtained or made by or on the part of the parties hereto or to the Purchase Agreement or otherwise necessary for the consummation of the transactions contemplated hereunder or under the Purchase Agreement and the Assignment Agreement, shall have been obtained or made and shall be in full force and effect on and as of the Purchase Agreement Closing Date (excluding consents of third parties to assignments of the Properties as provided for in the Purchase Agreement); and (ix) the Limited Partner shall have received a Phase I environmental report with respect to the Oil and Gas Properties satisfactory to it in form, scope and content. (f) Notwithstanding anything to the contrary herein, the Capital Contributions referenced in subsections (a), (b), ) and (c), and (d) above shall be the maximum contribution to the Partnership that the Limited Partner shall be required to make (unless the Limited Partner otherwise elects as provided in Section 3.3) and shall be subject to reduction as provided in Section 3.4.