Absence of Certain Material Changes and Events. Since December 31, 1996, there has been no material adverse change in the financial condition, assets, liabilities or business of XCL and its subsidiaries, taken as a whole or of XCL Ltd. and its subsidiaries, taken as a whole.
Absence of Certain Material Changes and Events. Except as disclosed in the SEC Filings and herein, since September 30, 1996, there has been;
Absence of Certain Material Changes and Events. Since September 30, 1998, except as described on Exhibit B-1 to this Subscription Agreement, there has been no material adverse change in the financial condition, assets, liabilities or business of XCL Land and its subsidiaries, taken as a whole or of XCL Ltd. and its subsidiaries, taken as a whole. (7) Contracts. Except as set forth in the Preliminary Prospectus and herein (including the Exhibits hereto), and except for XCL Ltd.'s failure to pay certain cash calls to Apache, neither XCL Land nor XCL Ltd. is in material violation of or in material default under any material contract to which it is a party or by which it is bound. To the best of the knowledge of XCL Land and XCL Ltd., all such contracts are valid and effective in accordance with their terms and XCL Land and XCL Ltd. know of no material default by any third party that would materially impair its ability to perform hereunder or XCL Land's ability to perform under the Notes. (8) Litigation. Except as disclosed in XCL Ltd.'s public filings (and certain additional lawsuits related to the income and franchise tax disputes and disputes with Apache disclosed in those filings and in the Exhibits hereto) there is no material litigation, proceeding or investigation of any nature pending or, to the knowledge of XCL Land or XCL Ltd., threatened against or relating to XCL Land or XCL Ltd. or any of its properties or business. Neither XCL Land nor XCL Ltd. is subject to any judgment, decree or order of any court or any other governmental or administrative body or agency. There is no action pending, or, to the best of XCL Land's or XCL Ltd.'s knowledge, threatened against XCL Land, XCL Ltd. or any of their respective subsidiaries which either (a) involves the transactions contemplated by this Agreement or (b) is likely to have a material adverse effect on the ability of XCL Land to perform its obligations under this Agreement or the Notes or on the ability of XCL Ltd. to perform its obligations under this Agreement or the Warrant Agreement. (9) Absence of Undisclosed Liabilities. To the best knowledge of XCL Land and XCL Ltd., none of XCL Land, XCL Ltd. or any of their respective subsidiaries has any material liabilities or obligations (whether accrued, absolute, contingent or otherwise) exclusive of those (1) arising hereunder or under the Units, the Warrant Agreements and Notes, (2) described herein or in the Exhibits hereto, (3) reflected in the financial statements referred to in paragraph (e) of this Section 3 or the Preliminary Prospectus or (4) arising in connection with a promissory note of XCL outstanding in the principal amount of $100,000 and 10,000 warrants to purchase 10,000 shares of XCL Ltd. common stock comprising 1 of up to 10 Units that are currently being offered by XCL Land and XCL Ltd. to a limited number of qualified investors in another offering (it being understood that the remaining 9 Units in that offering may also be sold) or (5) liabilities and obligations arising under its leases and under contracts relating to the exploration, operations, production and sales of hydrocarbons from those leases, which, in the aggregate, are in general conformance with industry practice and standards. (10) Preliminary Prospectus. The Preliminary Prospectus does not contain any untrue statement of a material fact nor does it omit to state a material fact necessary in order to make the statements contained therein as of the date thereof not misleading; however, it should be read only in conjunction with this Subscription Agreement and the Exhibits hereto and with the understanding and acknowledgment by Subscriber that (i) the Preliminary Prospectus is not final and is subject to further amendment and (ii) there are outstanding comments on the Preliminary Prospectus from the Securities and Exchange Commission and responses to those comments have not been incorporated into the Preliminary Prospectus. (11) Compliance with Laws. Each of XCL Land, XCL Ltd. and their respective subsidiaries has all required governmental approvals, authorizations, consents, licenses, orders, registrations and permits necessary for the operation of its business as presently conducted and the absence of which would have a material adverse effect. (12) Labor Matters. (1) None of XCL Land, XCL Ltd. or their respective subsidiaries has entered into any collective bargaining agreement and, to the best of the knowledge of XCL Land and XCL Ltd., no labor union or similar organization or any representative thereof has made any attempt to organize or represent employees of any of XCL Land, XCL Ltd. or their respective subsidiaries. (2) To the best knowledge of XCL Land and XCL Ltd., there are no controversies pending or threatened between any of XCL Land, XCL Ltd. or their respective subsidiaries, on the one hand, and its employees or any contractor or subcontractor thereof which reasonably would be expected to have a material adverse effect. (13) Taxes. Each of XCL Land and XCL Ltd. have filed all tax returns required to be filed by law and has paid all taxes shown thereon to be due, including interest and penalties. Neither XCL Land or XCL Ltd. is a party to any action or proceeding by any governmental authority for the assessment or collection of taxes, nor has any claim for assessment or collection of taxes been asserted against either XCL Land or XCL Ltd., except for a pending Louisiana income and franchise tax case described in the Preliminary Prospectus and additional lawsuits filed in connection therewith. There is no audit pending of any tax return filed by either XCL Land or XCL Ltd. or with respect to any consolidated group of which either XCL Land or XCL Ltd. was a member in the applicable year, although notices of proposed deficiencies are outstanding as described in the Preliminary Prospectus. (14) Title to Property. XCL Land, XCL Ltd. and their respective subsidiaries have good and valid title to all their plants, structures and equipment and such plants, structures and equipment are in good operating condition and repair, except where a defect in title or the failure of such plants, structures and equipment to be in such good operating condition and repair would not, individually or in the aggregate, have a material adverse effect. (15) Environmental Matters.