Common use of Assignor’s Warranties Clause in Contracts

Assignor’s Warranties. The Assignor represents and warrants that, at the date of this Agreement: (a) no act, event or omission has occurred which (or which with the passage of time) would render it liable to be struck off the register of the place in which it is incorporated; (b) it has full power and authority to enter this Agreement and to perform and observe the terms and conditions of this Agreement; (c) it is not in liquidation nor has it passed any resolution for its winding up, no receiver or receiver and manager has been appointed over all or any part of its property or undertaking, no petition has been presented for its winding up and no writ of execution has been issued against it or any of its property and, to the best of its knowledge, information and belief, no such action is threatened or contemplated and no act, event or omission has occurred which (or which with the passage of time) might result in any such event or action; (d) it is the legal and beneficial owner of its Participating Interest; (e) it has clear and marketable title to its Participating Interest and that interest is free and clear of any and all encumbrances, overrides or carries or rights or interests of third parties of any nature other than: i. rights or interests created by the Act or the Permit; or ii. rights or interests created under the JVOA; (f) to the best of its knowledge, information and belief, after having made due enquiry, the Permit is in full force and effect and not subject to forfeiture or any other related process of any kind which may affect the title or good standing of the Permit for any reason; (g) it is not engaged in any litigation or arbitration proceedings or other dispute in respect of the Permit, nor is it aware, to the best of its knowledge, information and belief, after having made due enquiry, of any pending or threatened litigation or arbitration proceedings or other dispute in respect of the Permit; (h) it is not aware of any outstanding breach of any lawful obligation that will materially adversely affect the Permit; (i) it is not aware of any material circumstances which have not been disclosed to the Farmee prior to the date of this Agreement and which might reasonably be expected materially and adversely to affect the Permit or the value of the Assigned Interest or which might otherwise be material to the Farmee; (j) the JVOA is in full force and effect; and (k) it is not in breach of the JVOA and, to the best of its knowledge, information and belief, there are no subsisting breaches of the JVOA by any other party to the JVOA that have not been disclosed to the Farmee.

Assignor’s Warranties. The Assignor represents and warrants that, at the date of this Agreement: (a) : no act, event or omission has occurred which (or which with the passage of time) would render it liable to be struck off the register of the place in which it is incorporated; (b) ; it has full power and authority to enter this Agreement and to perform and observe the terms and conditions of this Agreement; (c) ; it is not in liquidation nor has it passed any resolution for its winding up, no receiver or receiver and manager has been appointed over all or any part of its property or undertaking, no petition has been presented for its winding up and no writ of execution has been issued against it or any of its property and, to the best of its knowledge, information and belief, no such action is threatened or contemplated and no act, event or omission has occurred which (or which with the passage of time) might result in any such event or action; (d) ; it is the legal and beneficial owner of its Participating Interest; (e) ; it has clear and marketable title to its Participating Interest and that interest is free and clear of any and all encumbrances, overrides or carries or rights or interests of third parties of any nature other than: i. : rights or interests created by the Act or the Permit; or ii. or rights or interests created under the JVOA; (f) ; to the best of its knowledge, information and belief, after having made due enquiry, the Permit is in full force and effect and not subject to forfeiture or any other related process of any kind which may affect the title or good standing of the Permit for any reason; (g) ; it is not engaged in any litigation or arbitration proceedings or other dispute in respect of the Permit, nor is it aware, to the best of its knowledge, information and belief, after having made due enquiry, of any pending or threatened litigation or arbitration proceedings or other dispute in respect of the Permit; (h) ; it is not aware of any outstanding breach of any lawful obligation that will materially adversely affect the Permit; (i) ; it is not aware of any material circumstances which have not been disclosed to the Farmee prior to the date of this Agreement and which might reasonably be expected materially and adversely to affect the Permit or the value of the Assigned Interest or which might otherwise be material to the Farmee; (j) the JVOA is in full force ; and effect; and (k) it is not in breach of the JVOA and, to the best of its knowledge, information and belief, there are no subsisting breaches of the JVOA by any other party to the JVOA that have not been disclosed to the Farmee.

Assignor’s Warranties. 6.1.1 The Assignor represents and warrants thatwarrants, in respect of each of the Assigned Interests, that at the date of this Agreement: (a) no act, event or omission has occurred which (or which with the passage of time) would render it liable to be struck off the register of the place in which it is incorporated; (b) it has full power and authority to enter this Agreement and to perform and observe the terms and conditions of this Agreement; (c) it is not in liquidation nor has it passed any resolution for its winding up, no receiver or receiver and manager has been appointed over all or any part of its property or undertaking, no petition has been presented for its winding up and no writ of execution has been issued against it or any of its property and, to the best of its knowledge, information and belief, no such action is threatened or contemplated and no act, event or omission has occurred which (or which with the passage of time) might result in any such event or action;; and (d) it is the legal and beneficial owner of its Participating Interest; (e) it has clear and marketable title to its Participating Interest and that interest is free and clear of any and all encumbrances, overrides or carries or rights or interests of third parties of any nature other than: i. rights or interests created by the Act or the Permit; or ii. rights or interests created under the JVOA; (f) to the best of its knowledge, information and belief, after having made the due enquiry, the Permit is in full force and effect and not subject to forfeiture or any other related process of any kind which may affect the title or good standing of the Permit for any reason; (g) it is not engaged in any litigation or arbitration proceedings or other dispute in respect of the Permit, nor is it aware, to the best of its knowledge, information and belief, after having made due enquiry, of any pending or threatened litigation or arbitration proceedings or other dispute in respect of the Permit; (h) it is not aware of any outstanding breach of any lawful obligation that will materially adversely affect the Permit;. (i) it is not aware 6.1.2 Any claim by the Assignee for a breach of any material circumstances which have not been disclosed a warranty referred to in clause 6.1.1 will be taken to be waived or withdrawn and will be barred and unenforceable on the Farmee prior to second anniversary of the date of this Agreement and which might reasonably be expected materially and adversely to affect the Permit or the value unless proceedings in respect of the Assigned Interest or which might otherwise be material to claim have been commenced against the Farmee; (j) the JVOA is in full force and effect; and (k) it is not in breach of the JVOA and, to the best of its knowledge, information and belief, there are no subsisting breaches of the JVOA by any other party to the JVOA that have not been disclosed to the FarmeeAssignor.

Assignor’s Warranties. 6.1.1 The Assignor represents and warrants in respect of the Assigned Interest that, at the date of this Agreement: (a) no act, event or omission has occurred which (or which with the passage of time) would render it liable to be struck off the register of the place in which it is incorporated; (b) it has full power and authority to enter this Agreement and to perform and observe the terms and conditions of this Agreement; (c) it is not in liquidation nor has it passed any resolution for its winding up, no receiver or receiver and manager has been appointed over all or any part of its property or undertaking, no petition has been presented for its winding up and no writ of execution has been issued against it or any of its property and, to the best of its knowledge, information and belief, no such action is threatened or contemplated and no act, event or omission has occurred which (or which with the passage of time) might result in any such event or action; (d) it is the legal and beneficial owner of its Participating Interest; (e) it has clear and marketable title to its Participating Interest and that interest is free and clear of any and all encumbrances, overrides or carries or rights or interests of third parties of any nature other than: : i. rights or interests created by the Act or the Permit; or or ii. rights or interests created under the JVOA; (f) to the best of its knowledge, information and belief, after having made due enquiry, the Permit is in full force and effect and not subject to forfeiture or any other related process of any kind which may affect the title or good standing of the Permit for any reason; (g) it is not engaged in any litigation or arbitration proceedings or other dispute in respect of the Permit, nor is it aware, to the best of its knowledge, information and belief, after having made due enquiry, of any pending or threatened litigation or arbitration proceedings or other dispute in respect of the Permit; (h) it is not aware of any outstanding breach of any lawful obligation that will materially adversely affect the Permit; (i) it is not aware of any material circumstances which have not been disclosed in writing to the Farmee Assignee prior to the date of this Agreement and which might reasonably be expected materially and adversely to affect the Permit or the value of the Assigned Interest or which might otherwise be material to the FarmeeAssignee; (j) the JVOA is remains in full force and effectforce; and (k) it is not in breach of the JVOA and, to the best of its knowledge, information and belief, there are no subsisting breaches of the JVOA by any other party to the JVOA that have not been disclosed in writing to the FarmeeAssignee.

Assignor’s Warranties. The 6.1.1 Each Assignor severally represents and warrants thatin respect of its Respective Interest that as at both the Effective Date and at the, at the date of this Agreement: (a) no act, event or omission has occurred which (or which with the passage of time) would render it liable to be struck off the register of the place in which it is incorporated; (b) it has full power and authority to enter this Agreement and to perform and observe the terms and conditions of this Agreement; (c) it is not in liquidation nor has it passed any resolution for its winding up, no receiver or receiver and manager has been appointed over all or any part of its property or undertaking, no petition has been presented for its winding up and no writ of execution has been issued against it or any of its property and, to the best of its knowledge, information and belief, belief no such action is threatened or contemplated and no act, event or omission has occurred which (or which with wit)) the passage of time) might result in any such event or action;; and (d) it is the legal and beneficial owner of its Participating Respective Interest; (e) to the best of its knowledge, information and belief, after having made due enquiry, it has clear and marketable title to its Participating Respective Interest and that interest is free and clear of any and all encumbrances, overrides or carries or rights or interests of third parties of any nature nature, other than: i. (i) rights or interests created by the Act or the Permit; or (ii. ) rights or interests created by or under the JVOAJOA; (f) to the best of its knowledge, information and belief, after having made due enquiry, the Permit is in good standing and full force and effect and not subject to forfeiture or any other related process of any kind which may affect the title or good standing of the Permit for any reason; (g) it is not engaged in any litigation or arbitration proceedings or other dispute in respect of the Permit, nor is it aware, to the best of its Its knowledge, information and belief, after having made due enquiry, of any pending or threatened litigation or arbitration proceedings or other dispute in respect of the Permit; (h) to the best of its knowledge, information and belief, after having made due enquiry, it is not aware of any outstanding breach of any lawful obligation that will materially adversely affect the Permit;. (i) it is not aware of any material circumstances which have not been disclosed to 6.1.2 Any claim by the Farmee prior for a breach of a warranty referred to in clause 6.1 .1 will be taken to be waived or withdrawn and will be barred and unenforceable on the second anniversary of the date of this Agreement and which might reasonably be expected materially and adversely to affect the Permit or the value unless proceedings in respect of the Assigned Interest or which might otherwise be material to claim have been commenced against the Farmee; (j) the JVOA is in full force and effect; and (k) it is not in breach of the JVOA and, to the best of its knowledge, information and belief, there are no subsisting breaches of the JVOA by any other party to the JVOA that have not been disclosed to the Farmeerelevant Assignor.

Assignor’s Warranties. The Assignor represents and warrants that, at the date of this Agreement: (a) no act, event or omission has occurred which (or which with the passage of time) would render it liable to be struck off the register of the place in which it is incorporated; (b) it has full power and authority to enter this Agreement and to perform and observe the terms and conditions of this Agreement; (c) it is not in liquidation nor has it passed any resolution for its winding up, no receiver or receiver and manager has been appointed over all or any part of its property or undertaking, no petition has been presented for its winding up and no writ of execution has been issued against it or any of its property and, to the best of its knowledge, information and belief, no such action is threatened or contemplated and no act, event or omission has occurred which (or which with the passage of time) might result in any such event or action; (d) it is the legal and beneficial owner of its Participating Interest; (e) it has clear and marketable title to its Participating Interest and that interest is free and clear of any and all encumbrances, overrides or carries or rights or interests of third parties of any nature other than: i. rights or interests created by the Act or the Permit; or ii. rights or interests created under the JVOA; (f) to the best of its knowledge, information and belief, after having made due enquiry, the Permit is in full force and effect and not subject to forfeiture or any other related process of any kind which may affect the title or good standing of the Permit for any reason; (g) it is not engaged in any litigation or arbitration proceedings or other dispute in respect of the Permit, nor is it aware, to the best of its knowledge, information and belief, after having made due enquiry, of any pending or threatened litigation or arbitration proceedings or other dispute in respect of the Permit; (h) it is not aware of any outstanding breach of any lawful obligation that will materially adversely affect the Permit;; and (i) it is not aware of any material circumstances which have not been disclosed to the Farmee Assignee prior to the date of this Agreement and which might reasonably be expected materially and adversely to affect the Permit or the value of the Assigned Interest or which might otherwise be material to the Farmee; (j) the JVOA is in full force and effect; and (k) it is not in breach of the JVOA and, to the best of its knowledge, information and belief, there are no subsisting breaches of the JVOA by any other party to the JVOA that have not been disclosed to the FarmeeAssignee.