Buyer’s Representation and Warranties. Buyer hereby makes the following representations and warranties to Seller as of the date hereof and as of the date of the Closing:
Buyer’s Representation and Warranties. Buyer represents and warrants to Seller as of the date hereof, and the Closing Date that:
a) Buyer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to carry on its business in those states where it is required to do so;
b) Buyer has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement and the other documents and agreements contemplated hereby, and to perform it obligations under this Agreement and the other documents and agreements contemplated hereby. The consummation of the transactions contemplated by this Agreement will not violate, nor be in conflict with, any provision of Buyer’s articles of incorporation, partnership agreement(s), by-laws or governing documents or any material agreement or instrument to which it is a party or by which it is bound, or any judgment, decree, order, statute, rule, or regulation applicable to Buyer;
c) the execution, delivery and performance of this Agreement and the transactions contemplated hereunder have been duly and validly authorized by all requisite authorizing action, corporate, partnership or otherwise, on the part of Buyer;
d) this Agreement, and all documents and instruments required hereunder to be executed and delivered by Buyer at Closing, constitute legal, valid and binding obligations of Buyer in accordance with their respective terms, subject to applicable bankruptcy and other similar laws of general application with respect to creditors;
e) there are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by, or to the actual knowledge of Buyer threatened against Buyer;
f) Buyer has not incurred any liability, contingent or otherwise, for investment bankers’, brokers’ or finders’ fees relating to the transactions contemplated by this Agreement for which Seller shall have any responsibility whatsoever;
g) Buyer has the financial resources available to consummate the transactions contemplated by this Agreement and to pay the Sale Price and any and all fees and expenses incurred by Buyer in connection with the transactions contemplated by this Agreement; and
h) Buyer is experienced and knowledgeable in the oil and gas business and aware of the risks of that business. Buyer represents and warrants that (i) as of the Execution Date of this Agreement, it has made all such independent investigation, verification, analysis an...
Buyer’s Representation and Warranties. Buyer shall defend, indemnify and hold Seller harmless from and against any and all claims, actions, loss, cost, damage and expense (including reasonable attorneys' fees) resulting from any intentional misrepresentation or a willful breach by Buyer of Buyer's representation, warranties and covenants in this Agreement. All representations, warranties and covenants made herein by Buyer shall be deemed to be repeated as of Closing and shall survive Closing. Buyer represent, warrants and covenants to Seller that:
(a) Buyer's execution, delivery and consummation of this Agreement is not prohibited by any agreement or instrument to which Buyer a party.
(b) Buyer's execution, delivery and consummation of this Agreement is not subject to any consent or approval from or registration with any governmental authority.
Buyer’s Representation and Warranties. Buyer represents and warrants the following both as of the date hereof and as of the Closing Date:
Buyer’s Representation and Warranties. Buyer hereby represents and warrants to Seller that the following statements are true and correct as of the date of this Agreement, and shall be true and correct as of the Close of Escrow, and the truth and accuracy of such statements shall constitute a condition to all of Seller’s obligations under this Agreement;
6.2.1 The purchase of the Property will be authorized by appropriate action of Buyer.
6.2.2 The person(s) who have executed this Agreement and other instruments required under this Agreement on behalf of Buyer have been, or will be, duly authorized to execute the same.
Buyer’s Representation and Warranties. The Buyer represents and warrants to the Seller, as of the Effective Date, as follows:
Buyer’s Representation and Warranties. 15.1 The Buyer represents and warrants to the Seller that the following representations (the “Buyer’s Representations and Warranties”) are true and correct as of the date hereof and shall be true and correct at the Closing Date:
15.2 The Buyer (i) is a corporation duly organized and validly existing under the laws of Xxxxxxxx Islands and (ii) has the full right, power and authority to enter into the Agreement and to consummate all transactions contemplated thereby.
15.3 The Buyer and the Subsudiary Minority Buyer represent and warrant to the Seller, on the Signing Date and the Closing Date that the Agreement (i) has been duly approved and authorised by the relevant decision-making bodies of the Buyer and the Subsidiary Minority Buyer, (ii) is valid and binding on the Buyer and the Subsidiary Minority Buyer, and (iii) enforceable against the Buyer and the Subsidiary Minority Buyer in accordance with its terms.
15.4 The Buyer (for the purposes of this section 15.4 including the Subsidiary Minority Buyer) also represents and warrants to the Seller that that the Buyer is adequately capitalized or has or will have on the Closing Date the funds available to pay the Purchase Price.
Buyer’s Representation and Warranties. The accuracy and completeness of the following constitute a condition to the Close of Escrow and Buyer represents and warrants that the following is complete and accurate as of the date of this Agreement and shall be complete and accurate as of the Close of Escrow, and survive the Close of Escrow in perpetuity: (i) Buyer is duly organized, validly existing, and qualified to conduct its business and has the legal power, right and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement; (ii) all requisite action (corporate, partnership, trust or otherwise) has been taken by Buyer in connection with entering into this Agreement and the consummation of the transactions contemplated by this Agreement; (iii) the individual executing this Agreement on behalf of Buyer has the legal power, right, and actual authority to bind Buyer to the terms and conditions of this Agreement; and (iv) this Agreement and all documents required by this Agreement to be executed by Buyer are and will be valid, legally binding obligations of and enforceable against Buyer in accordance with their terms.
Buyer’s Representation and Warranties. Buyer represents and warrants to Sellers that as of the date of this Agreement and as of the Closing:
(a) Buyer is a limited partnership duly organized and validly existing under the laws of the State of Delaware and is qualified to carry on its business in each state in which the Leases or any of the Lands are located;
(b) Buyer has adequate funds in place to consummate the Closing; and
(c) Xxxxx is able to close this transaction without needing any further approval from any party other than an authorizing resolution.
Buyer’s Representation and Warranties. Buyer makes the following representations and warranties as of the date of this Agreement:
