Common use of Representations and Warranties of Each Limited Partner Clause in Contracts

Representations and Warranties of Each Limited Partner. Each Limited Partner represents and warrants to the Partnership and each other Partner as follows: (a) Such Limited Partner is an “Accredited Investor” as that term is defined in Regulation D promulgated by the United States Securities and Exchange Commission under the Securities Act. (b) Such Limited Partner acknowledges that neither the General Partner nor any Affiliate, representative or agent thereof has made any representation or warranty (other than those express representations and warranties made in this Agreement), express, implied, at common law, by statute or otherwise, including any representations and warranties relating to the estimated amount of any proved, probable or possible reserves, production rates, drilling opportunities, decline rates or facts relating to industry-wide risks normally associated with the oil and gas business with respect to any properties that may be acquired by the Partnership. (c) Such Limited Partner understands that the offer and sale of the Partnership Interest being acquired by it has not been registered under the Securities Act, or applicable state securities laws, on the basis that the offer and sale of Partnership Interests described in this Agreement and the issuance of securities hereunder is exempt from registration pursuant to the specific exemptions contained under such acts, and that the Partnership’s reliance on such exemptions is predicated on such Limited Partner’s representations set forth herein. Such Limited Partner understands that the Partnership Interest being acquired by it may not be sold, transferred or otherwise disposed of without registration under the Securities Act and applicable state securities laws, or the availability of an exemption therefrom, and that in the absence of a Table of Contents effective registration statement or the availability of such an exemption covering the offer and sale of such Partnership Interest, that the Partnership Interest must be held indefinitely, and the Limited Partner holding same must bear the economic risk of such investment indefinitely. (d) Such Limited Partner represents that it has such knowledge and experience in financial and business matters and such knowledge about the oil and gas business and the usual and customary practices of producers such as the Partnership and understands the risks associated therewith as to be capable of evaluating the merits and risks of its investment in the Partnership, and has the ability to bear the economic risks of such investment. Such Limited Partner further represents that it has had access, during the course of the transaction and prior to its investment in the Partnership, to information about the Partnership and that it has had, during the course of the transaction and prior to its investment, the opportunity to ask questions of, and receive answers from, the General Partner concerning the Partnership and the terms and conditions of the offer and sale of the Partnership Interests (to the extent that the General Partner possesses such information or can acquire same without unreasonable effort or expense) and to obtain additional information necessary to verify the accuracy of any information furnished to it or to which it had access. Each Limited Partner acknowledges that no information that it has requested of the General Partner has been denied or withheld.

Representations and Warranties of Each Limited Partner. Each Limited Partner represents and warrants to the Partnership and each other Partner as follows: (a) Such Limited Partner is an “Accredited Investor” as that term is defined in Regulation D promulgated by the United States Securities and Exchange Commission under the Securities Act. (b) Such Limited Partner acknowledges that neither the General Partner nor any Affiliate, representative or agent thereof has made any representation or warranty (other than those express representations and warranties made in this Agreement), express, implied, at common law, by statute or otherwise, including any representations and warranties relating to the estimated amount of any proved, probable or possible reserves, production rates, drilling opportunities, decline rates or facts relating to industry-wide risks normally associated with the oil and gas business with respect to any properties that may be acquired by the Partnership. (c) Such Limited Partner understands that the offer and sale of the Partnership Interest being acquired by it has not been registered under the Securities Act, or applicable state securities laws, on the basis that the offer and sale of Partnership Interests described in this Agreement and the issuance of securities hereunder is exempt from registration pursuant to the specific exemptions contained under such acts, and that the Partnership’s reliance on such exemptions is predicated on such Limited Partner’s representations set forth herein. Such Limited Partner understands that the Partnership Interest being acquired by it may not be sold, transferred or otherwise disposed of without registration under the Securities Act and applicable state securities laws, or the availability of an exemption therefrom, and that in the absence of a Table of Contents effective registration statement or the availability of such an exemption covering the offer and sale of such Partnership Interest, that the Partnership Interest must be held indefinitely, and the Limited Partner holding same must bear the economic risk of such investment indefinitely. (d) Such Limited Partner represents that it has such knowledge and experience in financial and business matters and such knowledge about the oil and gas business and the usual and customary practices of producers such as the Partnership and understands the risks associated therewith as to be capable of evaluating the merits and risks of its investment in the Partnership, and has the ability to bear the economic risks of such investment. Such Limited Partner further represents that it has had access, during the course of the transaction and prior to its investment in the Partnership, to information about the Partnership and that it has had, during the course of the transaction and prior to its investment, the opportunity to ask questions of, and receive answers from, the General Partner concerning the Partnership and the terms and conditions of the offer and sale of the Partnership Interests (to the extent that the General Partner possesses such information or can acquire same without unreasonable effort or expense) and to obtain additional information necessary to verify the accuracy of any information furnished to it or to which it had access. Each Limited Partner acknowledges that no information that it has requested of the General Partner has been denied or withheld.

Representations and Warranties of Each Limited Partner. Each Limited Partner LIMITED PARTNER hereby represents and warrants to the Partnership PARTNERSHIP and each other Partner as followsPARTNER that: (a) Such Limited Partner If that PARTNER is an “Accredited Investor” as organization, that term it is defined duly organized, validly existing, and in Regulation D promulgated by the United States Securities and Exchange Commission good standing under the Securities Act.law of its state of organization and that it has full organizational power to execute and agree to the Agreement to perform its obligations hereunder; (b) Such Limited Partner acknowledges that neither PARTNER is acquiring its interest in the General Partner nor any Affiliate, representative or agent thereof has made any representation or warranty (other than those express representations PARTNERSHIP for its own account for investment purposes only and warranties made in this Agreement), express, implied, at common law, by statute or otherwise, including any representations and warranties relating not with a view to the estimated amount resale or distribution of all or any provedpart of such interest and such PARTNER has no present intention, probable agreement or possible reservesarrangement to divide its participation with others or to sell, production ratesassign, drilling opportunitiestransfer or otherwise dispose of all or any party of such interest. Such PARTNER is aware that the interests have not been registered under the Securities Act of 1933, decline rates or facts relating to industry-wide risks normally associated with any state securities laws and that such interests may not be resold or otherwise disposed of unless they are registered thereunder or an exemption from registration is available. Accordingly, such PARTNER is aware that as a PARTNER it must bear the oil and gas business with respect to any properties economic risk of investment in the PARTNERSHIP for an indefinite period of time. Such PARTNER is capable of bearing that may be acquired by the Partnershiprisk. (c) Such Limited Partner PARTNER has been advised and understands that its investment under this Agreement is by its nature speculative and that it is not relying upon any representations or warranties relating to the offer and sale anticipated profit of the Partnership Interest being acquired PARTNERSHIP. (d) The decision to invest in the PARTNERSHIP was made by it such LIMITED PARTNER as a person (i) who is authorized to make such investment decision and (ii) who has not been registered under the Securities Actrelied on its own tax, or applicable state securities laws, on the basis that the offer legal and sale of Partnership Interests described in this Agreement and the issuance of securities hereunder is exempt from registration pursuant financial advisers with regard to all matters relating to the specific exemptions contained under such actsinvestment in the PARTNERSHIP and not on any advice or recommendation of the GENERAL PARTNER, and that the Partnership’s reliance on such exemptions is predicated on such Limited Partner’s representations set forth hereinPICO Holdings, Inc. or its respective affiliates. Such Limited Partner understands that LIMITED PARTNER's prior investment experience and general knowledge about the Partnership Interest being acquired by it may not be soldmanagement, transferred or otherwise disposed proposed operations and prospects of without registration under the Securities Act and applicable state securities laws, or the availability of PARTNERSHIP enable such LIMITED PARTNER together with its advisers to make an exemption therefrom, and that informed decision with respect to an investment in the absence of a Table of Contents effective registration statement or the availability of PARTNERSHIP; moreover, such an exemption covering the offer LIMITED PARTNER has had substantial experience in making investment decisions and sale of such Partnership Interest, that the Partnership Interest must be held indefinitely, and the Limited Partner holding same must is able to bear the economic risk of such investment indefinitelythis investment. (d) Such Limited Partner represents that it has such knowledge and experience in financial and business matters and such knowledge about the oil and gas business and the usual and customary practices of producers such as the Partnership and understands the risks associated therewith as to be capable of evaluating the merits and risks of its investment in the Partnership, and has the ability to bear the economic risks of such investment. Such Limited Partner further represents that it has had access, during the course of the transaction and prior to its investment in the Partnership, to information about the Partnership and that it has had, during the course of the transaction and prior to its investment, the opportunity to ask questions of, and receive answers from, the General Partner concerning the Partnership and the terms and conditions of the offer and sale of the Partnership Interests (to the extent that the General Partner possesses such information or can acquire same without unreasonable effort or expense) and to obtain additional information necessary to verify the accuracy of any information furnished to it or to which it had access. Each Limited Partner acknowledges that no information that it has requested of the General Partner has been denied or withheld.

Representations and Warranties of Each Limited Partner. Each Limited Partner represents and warrants to the Partnership and each other Partner as follows: (a) Such Limited Partner is an “"Accredited Investor” " as that term is defined in Regulation D promulgated by the United States Securities and Exchange Commission under the Securities Act. (b) Such Limited Partner acknowledges that neither the General Partner nor any Affiliate, representative or agent thereof has made any representation or warranty (other than those express representations and warranties made in this Agreement), express, implied, at common law, by statute or otherwise, including any representations and warranties relating to the estimated amount of any proved, probable or possible reserves, production rates, drilling opportunities, decline rates or facts relating to industry-wide risks normally associated with the oil and gas business with respect to any properties that may be acquired by the Partnership. (c) Such Limited Partner understands that the offer and sale of the Partnership Interest being acquired by it has not been registered under the Securities Act, or applicable state securities laws, on the basis that the offer and sale of Partnership Interests described in this Agreement and the issuance of securities hereunder is exempt from registration pursuant to the specific exemptions contained under such acts, and that the Partnership’s 's reliance on such exemptions is predicated on such Limited Partner’s 's representations set forth herein. Such Limited Partner understands that the Partnership Interest being acquired by it may not be sold, transferred or otherwise disposed of without registration under the Securities Act and applicable state securities laws, or the availability of an exemption therefrom, and that in the absence of a Table of Contents effective registration statement or the availability of such an exemption covering the offer and sale of such Partnership Interest, that the Partnership Interest must be held indefinitely, and the Limited Partner holding same must bear the economic risk of such investment indefinitely. (d) Such Limited Partner represents that it has such knowledge and experience in financial and business matters and such knowledge about the oil and gas business and the usual and customary practices of producers such as the Partnership and understands the risks associated therewith as to be capable of evaluating the merits and risks of its investment in the Partnership, and has the ability to bear the economic risks of such investment. Such Limited Partner further represents that it has had access, during the course of the transaction and prior to its investment in the Partnership, to information about the Partnership and that it has had, during the course of the transaction and prior to its investment, the opportunity to ask questions of, and receive answers from, the General Partner concerning the Partnership and the terms and conditions of the offer and sale of the Partnership Interests (to the extent that the General Partner possesses such information or can acquire same without unreasonable effort or expense) and to obtain additional information necessary to verify the accuracy of any information furnished to it or to which it had access. Each Limited Partner acknowledges that no information that it has requested of the General Partner has been denied or withheld.