Common use of Operator’s Representations and Warranties Clause in Contracts

Operator’s Representations and Warranties. Operator makes the following representations and warranties to Developer which shall survive the effective date of this Agreement: (a) all Exhibits attached hereto are true and correct copies of the original documents they represent; (b) to the best knowledge of Operator, Operator is not currently in default with respect to the performance of any of the terms and conditions of the Leases and presently knows no basis for claiming any such default by it; (c) no consent or approval of any third party is currently required with respect to the assignment of the Drilling Sites to Developer in the manner contemplated by this Agreement; and (d) the Assignment will effectively assign to the Developer the Interest which each such Assignment purports to assign, including the proper amount of working interest and net revenue interest. (e) Operator is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware. Operator is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification. (f) Operator has all necessary corporate power, authority and capacity to own its properties and assets, and to carry on its business as presently conducted by it. Operator has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder and there under have been duly authorized by all necessary corporate action on the part of Operator. (g) This Agreement constitutes a valid and binding obligation of Operator enforceable against it in accordance with its terms. (h) Neither the execution and delivery of this Agreement nor the consummation of the transactions provided for herein or therein, will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach, impairment or violation of, (a) any provision of the articles of incorporation or bylaws of Operator, (b) any instrument or contract to which Operator is a party or by which Operator or its assets or properties is bound, or (c) any federal, state, local or foreign judgment, writ, decree, order, statute, rule or regulation applicable to and that would have a material adverse effect on Operator or its assets or properties.

Operator’s Representations and Warranties. Operator makes the following representations hereby represents and warranties warrants to Developer which shall survive the effective date of this AgreementOwner that: (a) all Exhibits attached hereto are true and correct copies of the original documents they represent; (b) to the best knowledge of Operator, Operator is not currently in default with respect to the performance of any of the terms and conditions of the Leases and presently knows no basis for claiming any such default by it; (c) no consent or approval of any third party is currently required with respect to the assignment of the Drilling Sites to Developer in the manner contemplated by this Agreement; and (d) the Assignment will effectively assign to the Developer the Interest which each such Assignment purports to assign, including the proper amount of working interest and net revenue interest. (e) Operator is a corporation limited liability company, duly incorporatedorganized, validly existing and in good standing under the laws of Delaware. Operator the State of Nevada, and is duly qualified to do business and in good standing as a foreign entity and is in good standing in each jurisdiction in which either the ownership or use of the properties owned or used by it, or jurisdictions wherein the nature of the activities conducted business transacted by it, requires it or property owned by it make such qualification.qualification necessary; (fb) Operator has the valid limited liability company power to enter into and perform all necessary corporate power, authority and capacity to own its properties and assets, and to carry on its business as presently conducted by it. Operator has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform of its obligations under this Agreement. The , and this Agreement has been authorized by all necessary corporate action; (c) there are no known actions, suits or proceedings pending or, to the best knowledge of Operator, threatened against Operator in any court or before any administrative agency which would prevent Operator from completing the transactions provided for herein; (d) Operator has applied for, and will diligently pursue, all Approvals necessary or required for the Liquor Operations, and other than such Approvals, no consent or other approval or authorization of any Governmental Authority or third Person is required in connection with Operator’s execution and delivery of this Agreement and the consummation performance of its obligations hereunder; (e) this Agreement and the other agreements and instruments contemplated hereby constitute legal, valid and binding obligations of Operator, enforceable in accordance with their respective terms, except to the extent such enforcement may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditors’ rights generally; (f) as of the Execution Date, no representation or warranty by Operator, nor any statement or certificate furnished or to be furnished to Owner pursuant hereto or in connection with the transactions contemplated hereunder and there under have been duly authorized by all hereby contains any untrue statement of a material fact, or omits or will omit to state a material fact necessary corporate action on to make the part of Operator.statements contained therein not misleading; (g) This Operator shall take such action whether at or after the Effective Date, and without further consideration, to execute and deliver such further instruments, conveyances and transfers and take such other action as may reasonably be required so as to effectuate the intent of this Agreement constitutes a valid and binding obligation of Operator enforceable against it in accordance with its terms.or as may be reasonably requested by any unaffiliated third Person lenders to Owner; and (h) Neither the Operator’s execution and delivery of this Agreement nor and the consummation performance of the transactions provided for herein or thereinits obligations hereunder will not, will conflict with, or (with or without the giving of notice or lapse and/or the passage of time, or both) result in a termination, breach, impairment or violation of, (a) violate any provision of the articles of incorporation or bylaws of Operator, (b) any instrument or contract to which Operator is a party or by which Operator or its assets or properties is bound, or (c) any federal, state, local or foreign judgment, writ, decree, order, statute, rule or regulation applicable to and that would have a material adverse effect on Operator or its assets or propertiesApplicable Laws.

Operator’s Representations and Warranties. Operator makes the following representations hereby represents and warranties warrants to Developer which shall survive the effective date of this AgreementOwner that: (a) all Exhibits attached hereto are true and correct copies of the original documents they represent; (b) to the best knowledge of Operator, Operator is not currently in default with respect to the performance of any of the terms and conditions of the Leases and presently knows no basis for claiming any such default by it; (c) no consent or approval of any third party is currently required with respect to the assignment of the Drilling Sites to Developer in the manner contemplated by this Agreement; and (d) the Assignment will effectively assign to the Developer the Interest which each such Assignment purports to assign, including the proper amount of working interest and net revenue interest. (e) Operator is a corporation corporation, duly incorporatedorganized, validly existing and in good standing under the laws of Delaware. Operator the State of Nevada, and is duly qualified to do business and in good standing as a foreign entity and is in good standing in each jurisdiction in which either the ownership or use of the properties owned or used by it, or jurisdictions wherein the nature of the activities conducted business transacted by it, requires it or property owned by it make such qualification.qualification necessary; (fb) Operator has the valid corporate power to enter into and perform all necessary corporate power, authority and capacity to own its properties and assets, and to carry on its business as presently conducted by it. Operator has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform of its obligations under this Agreement. The , and this Agreement has been authorized by all necessary corporate action; (c) there are no known actions, suits or proceedings pending or, to the best knowledge of Operator, threatened against Operator in any court or before any administrative agency which would prevent Operator from completing the transactions provided for herein; (d) Operator is in the process of obtaining, and will obtain and be in compliance with, prior to the Effective Date, all Approvals necessary or required for the Liquor Operations, and other than such Approvals, no consent or other approval or authorization of any Governmental Authority or third Person is required in connection with Operator’s execution and delivery of this Agreement and the consummation performance of its obligations hereunder; (e) this Agreement and the other agreements and instruments contemplated hereby constitute legal, valid and binding obligations of Operator, enforceable in accordance with their respective terms, except to the extent such enforcement may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditors’ rights generally; (f) as of the Effective Date, no representation or warranty by Operator, nor any statement or certificate furnished or to be furnished to Owner pursuant hereto or in connection with the transactions contemplated hereunder and there under have been duly authorized by all hereby contains any untrue statement of a material fact, or omits or will omit to state a material fact necessary corporate action on to make the part of Operator.statements contained therein not misleading; (g) This Operator shall take such action whether at or after the Effective Date, and without further consideration, to execute and deliver such further instruments, conveyances and transfers and take such other action as may reasonably be required so as to effectuate the intent of this Agreement constitutes a valid and binding obligation of Operator enforceable against it in accordance with its terms.or as may be reasonably requested by any unaffiliated third Person lenders to Owner; and (h) Neither the Operator’s execution and delivery of this Agreement nor and the consummation performance of the transactions provided for herein or thereinits obligations hereunder will not, will conflict with, or (with or without the giving of notice or lapse and/or the passage of time, or both) result in a termination, breach, impairment or violation of, (a) violate any provision of the articles of incorporation or bylaws of Operator, (b) any instrument or contract to which Operator is a party or by which Operator or its assets or properties is bound, or (c) any federal, state, local or foreign judgment, writ, decree, order, statute, rule or regulation applicable to and that would have a material adverse effect on Operator or its assets or propertiesApplicable Laws.