(o) Other than as set forth in the Disclosure Package, there are no legal or governmental proceedings pending to which the Company or any of its Subsidiaries is a party or of which any property of the Company or any of its Subsidiaries is the subject which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and, to the best of the Companys knowledge, no such proceedings are threatened or contemplated.
(p) This Agreement has been duly authorized, executed and delivered by the Company.
(q) BDO USA, LLP, who reported on the annual consolidated financial statements of the Company incorporated by reference in the Disclosure Package, were, at the time such reports were prepared, independent accountants as required by the Securities Act and the rules and regulations thereunder (the Securities Act Regulations).
(r) H.J. Gruy and Associates, Inc., who reported certain information concerning the Companys oil and gas reserves as shown in the annual consolidated financial statements of the Company incorporated by reference in the Disclosure Package, were, at the time such reports were prepared, an independent petroleum engineering firm with expertise in respect to the matters covered by such reports and in giving such reports.
(s) Except as described in the Disclosure Package, the Company and its Subsidiaries possess all licenses, certificates, authorizations, approvals, consents, and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except to the extent that the failure to possess such licenses, certificates, authorizations or permits could not reasonably be expected to have a Material Adverse Effect; and to the Companys knowledge neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization, approval, consent, or permit, with respect to which any unfavorable decision, ruling or finding could, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(t) Except as otherwise disclosed in the Disclosure Package, no labor problem or dispute with the employees of the Company or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect exists or, to the knowledge of the Company, is threatened or contemplated.
(u) The Company is subject to Section 13 of the Exchange Act.
(v) The Company has authorized capital stock as set forth in the Disclosure Package, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable. The Common Stock conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Shares is not subject to the preemptive or other similar rights of any security holder of the Company.