REPRESENTATIONS AND WARRANTIES RELATING TO THE ACQUIRED COMPANIES Clause Samples

REPRESENTATIONS AND WARRANTIES RELATING TO THE ACQUIRED COMPANIES. The Seller hereby represents and warrants to the Purchaser as follows:

REPRESENTATIONS AND WARRANTIES RELATING TO THE ACQUIRED COMPANIES. Seller represents and warrants, except as set forth in the Disclosure Schedule, to and for the benefit of Purchaser, as follows:

REPRESENTATIONS AND WARRANTIES RELATING TO THE ACQUIRED COMPANIES. Seller hereby represents and warrants to Buyer that as of the Closing Date and the Registration, and on the date of each exercise of the Option Stakes, the statements set forth in this Article V are, and will be, true and correct, as follows:

REPRESENTATIONS AND WARRANTIES RELATING TO THE ACQUIRED COMPANIES. Subject to any exceptions that are expressly and specifically set forth in the disclosure Schedule delivered by the Company to Purchaser concurrently with the execution and delivery of this Agreement, dated as of the date hereof (the “Disclosure Schedule”) (it being understood and hereby agreed that: (a) the information set forth in the Disclosure Schedule shall be disclosed under separate Schedule and sub-Schedule references that correspond to the sections and subsections of Section 2 and this Section 3 to which such information relates; and (b) the information set forth in each Schedule and sub-Schedule of the Disclosure Schedule shall qualify: (i) the representations and warranties set forth in the corresponding Schedule or sub-Schedule of Section 2 and this Section 3; and (ii) any other representations and warranties set forth in Section 2 and this Section 3 if and solely to the extent that it is reasonably apparent on the face of such disclosure (without reference to any document(s) referenced therein or any independent knowledge on the part of the reader regarding the matter disclosed; provided, however, that this parenthetical only modifies clause (ii)) that such disclosure applies to such other representations and warranties), the Company hereby represents and warrants, to and for the benefit of the Purchaser Indemnified Parties, as follows:

REPRESENTATIONS AND WARRANTIES RELATING TO THE ACQUIRED COMPANIES. Subject to the disclosures specifically set forth in the corresponding section or subsections of the disclosure letter delivered to Buyer by the Sellers contemporaneously with the Agreement (the “Sellers’ Disclosure Letter”) or as otherwise set forth in the Data Room (provided, however, that to the extent there is a disagreement between the content of a matter disclosed on the Sellers’ Disclosure Letter and the content contained in the Data Room, the disclosure in the Sellers’ Disclosure Letter shall be deemed the final disclosure with respect to such matter), the Company and the Sellers hereby represent and warrant to the Buyer as set forth in this Article 5:

REPRESENTATIONS AND WARRANTIES RELATING TO THE ACQUIRED COMPANIES. Each Seller represents and warrants jointly and severally to Buyer as follows: (a) Organization and Qualification of the Acquired Companies; Authority and Enforceability. (i) Each Acquired Company is a corporation, a limited partnership or a limited liability company, as applicable, and is duly organized and validly existing under the Laws of its respective state of organization and has the requisite power to carry on its respective business as now conducted. Each Acquired Company is duly qualified to do business in each jurisdiction in which the Hydrocarbon Interests owned or leased by it makes such qualification necessary, except where the failure to be so qualified would not have an adverse effect (in any material respect) on the operations or business of the Acquired Companies. (ii) Each Acquired Company has all requisite power and authority to perform its obligations hereunder. The performance by each Acquired Company of its obligations hereunder has been duly and validly authorized by all requisite corporate, limited partnership or limited liability company action (as applicable) on the part of each Acquired Company. (b) No Conflict or Violation. Except as set forth in Schedule 4.2(b), the consummation of the transactions contemplated hereby will not (i) conflict with, result in a violation or breach of, constitute a default or an event that with or without notice or lapse of time, or both, would constitute a default under, any provisions of the organizational documents of any Acquired Company, (ii) assuming the receipt of all Transfer Requirements, violate, conflict with or contravene any Law applicable to any Acquired Company in any material respect, or (iii) except for Permitted Liens, result in any Lien on the Purchased Equity. (c) Absence of Certain Changes. From the Effective Date to the date hereof, except as set forth in Schedule 4.2(c) or as expressly contemplated by this Agreement, the Acquired Companies (i) have, in all material respects, conducted their business and operated the Subject Interests in the ordinary course of business consistent with past practice, and (ii) have not been subject to any event, effect, change, fact, development or circumstance that, individually or in the aggregate, has or could reasonably be expected to have a Material Adverse Effect on the Acquired Companies, taken as a whole.

REPRESENTATIONS AND WARRANTIES RELATING TO THE ACQUIRED COMPANIES. Page SECTION 5.1 Organization, Existence and Good Standing. 7 SECTION 5.2 Certificates; Bylaws; Minute Books; Records. 8 SECTION 5.3 Stock Ownership and Capital Structure of Company. 8 SECTION 5.4 No Violations or Conflicts. 8 SECTION 5.5 Legal Proceedings. 9 SECTION 5.6 Mining Rights. 9 SECTION 5.7 Pacifico Forest Reserve. 9 SECTION 5.8 Ethnic Communities Prior Consultation. 9 SECTION 5.9 Compliance with Laws. 9 SECTION 5.10 Financial Statements. 10 SECTION 5.11 Absence of Undisclosed Liabilities. 10 SECTION 5.12 Absence of Certain Changes. 10 SECTION 5.13 Material Facts and Omissions. 11 SECTION 5.14 No Other Representations and Warranties. 11

REPRESENTATIONS AND WARRANTIES RELATING TO THE ACQUIRED COMPANIES. Each Seller hereby, jointly and severally, represents and warrants to Buyer as of the date hereof, except as set forth in the reports, schedules, forms, statements and other documents filed by Chilquinta or ▇▇▇ del Sur with Superintendencia de Valores y Seguros, Comisión Nacional Supervisora de Empresas y Valores or Bolsa de Valores de Lima and publicly available on the Internet prior to the date of this Agreement (but only to the extent it is reasonably apparent that the disclosure contained in such filed documents is relevant to one or more of the representations and warranties contained in this Agreement), as follows:

REPRESENTATIONS AND WARRANTIES RELATING TO THE ACQUIRED COMPANIES. 19 4.1 Approval of Transaction Documents 20