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

Optionee’s Representations and Warranties. Optionee hereby represents and warrants to Optionors that as of the date hereof: (i) Optionee is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to do business in the State of California, with the full right, power and authority to enter into and carry out the transactions contemplated by this Agreement. (ii) Optionee has full power and authority to perform each of its obligations hereunder, and has full right and power to purchase the Property and accept a conveyance thereof, if Optionee timely and properly exercises its rights in accordance with the provisions of this Agreement. (iii) This Agreement and all documents in connection herewith that are to be executed and delivered by Optionee have been duly executed and delivered by Optionee and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditor’s rights generally, and except that the availability of equitable remedies may be subject to judicial discretion). (iv) The execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby by Optionee does not and will not result in a default (or an event which, with the giving of notice or the passage of time, would constitute a default) under any instrument, and do not and will not violate, and are not restricted by, any other contractual obligation or any law to which Optionee is a party or by which Optionee is bound, or violate any order, writ, injunction or decree of any court or regulatory agency with jurisdiction over Optionee. (v) Optionee is currently (a) in compliance with and shall at all times during the term of this Agreement remain in compliance with the regulations of OFAC of the U.S. Department of Treasury and any statute, executive order (including Executive Order 13224, dated September 24, 2001 and entitled “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), or regulation relating thereto, and (b) not listed on, and shall not during the term of this Agreement be listed on, the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC or other governmental authority pursuant to any authorizing statute, executive order, or regulation.

Optionee’s Representations and Warranties. Optionee hereby represents and warrants to Optionors that Optionor as of the date hereofhereof that: (ia) Optionee is a limited liability company, company duly formedorganized, validly existing existing, and in good standing under the laws of the State state of Delaware, and is duly qualified to do carry on its business in the State of California, with the full right, Texas; (b) Optionee has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement and carry out the other documents and agreements contemplated hereby, and to perform its obligations under this Agreement and the other documents and agreements contemplated hereby. This Agreement and the consummation of the transactions contemplated by this Agreement.Agreement do not and will not violate, nor be in conflict with, any provision of Optionee’s articles of incorporation, partnership agreement(s), by-laws or governing documents or any 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 Optionee; (iic) Optionee has full power and authority to perform each of its obligations hereunder, and has full right and power to purchase the Property and accept a conveyance thereof, if Optionee timely and properly exercises its rights in accordance with the provisions of this Agreement. (iii) This Agreement and all documents in connection herewith that are to be executed and delivered by Optionee have been duly executed and delivered by Optionee and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditor’s rights generally, and except that the availability of equitable remedies may be subject to judicial discretion). (iv) 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 Optionee; (d) this Agreement, and all documents and instruments required hereunder to be executed and delivered by Optionee at Closing, constitute legal, valid and binding obligations of Optionee 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 Optionee threatened against Optionee; (f) Optionee has not incurred any obligation or liability, contingent or otherwise, for brokers’ or finders’ fees in connection with this Agreement or the transaction provided herein; (g) Optionee is an experienced and knowledgeable investor and operator in the oil and gas business. Prior to entering into this Agreement, Optionee was advised by and has relied solely on its own expertise and legal, tax, reservoir engineering, accounting, and other professional counsel concerning this Agreement, the Assets and the value thereof; (h) Other than as set forth in Exhibit “H”, to the best of Optionee’s knowledge, there are no claims, investigations, demands, actions, suits, or administrative, legal or arbitration proceedings (including condemnation, expropriation, or forfeiture proceedings) pending, or to the best of Optionee’s knowledge, threatened, against Optionee or any of its affiliates, or any Asset: seeking to prevent the consummation of the transaction transactions contemplated hereby by Optionee does not and will not result in a default (or an event which, with the giving of notice or the passage of time, would constitute a default) under any instrument, and do not and will not violate, and are not restricted by, any other contractual obligation or any law to which Optionee is a party or by which Optionee is bound, or violate any order, writ, injunction or decree of any court or regulatory agency with jurisdiction over Optioneehereby. (vi) Optionee is currently has the financial resources to close the transaction contemplated by this Agreement, whether by third party financing or otherwise; and (aj) Optionee acknowledges the existence of the claims and suits described in compliance with Exhibit “H” and that these claims and suits are Permitted Encumbrances as set forth in Section 8.1(c). Optionee further acknowledges that Optionee has, or by Closing will have, legal counsel of its choice fully review those claims and suits identified on Exhibit “H”. The above representations and warranties by Optionee shall at all times be continuing in nature during the term of this Agreement remain in compliance with the regulations of OFAC of the U.S. Department of Treasury and any statute, executive order (including Executive Order 13224, dated September 24, 2001 and entitled “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), or regulation relating theretoas otherwise provided, and (b) not listed on, and Optionee shall not during the term notify Optionor of this Agreement be listed on, the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC or other governmental authority pursuant to any authorizing statute, executive order, or regulationmaterial change with respect thereof.

Optionee’s Representations and Warranties. The Optionee hereby represents and warrants to Optionors that the Grantor on and as of the date hereofhereof and the date of Closing as follows: (ia) The Optionee is a limited liability company, duly formed, validly existing and in good standing under has the laws of the State of Delaware, and is duly qualified to do business in the State of California, with the full right, requisite corporate power and authority to enter into execute, deliver and carry out perform its obligations under this Agreement. (b) The execution, delivery and performance by the Optionee of this Agreement and the transactions contemplated hereby (a) have been duly authorized by all necessary corporate action of the Optionee, (b) do not contravene the terms of the Optionee’s memorandum and articles of association or by-laws, or any amendment thereto, (c) do not violate, conflict with or result in any breach or default of (or with due notice or lapse of time or both would result in any breach, default or contravention of), or the creation of any Lien under, any Contractual Obligation of the Optionee or any Requirement of Law applicable to the Optionee, and (d) do not violate any judgment, injunction, writ, award, decree or order (collectively, “Orders”) of any Governmental Authority against, or binding upon, the Optionee. There are no actions, suits, proceedings, claims, complaints, disputes, arbitrations or investigations (collectively, “Claims”) pending or, to the knowledge of the Optionee, threatened, at law, in equity, in arbitration or before any Governmental Authority against the Optionee which, if determined adversely to the Optionee, would interfere with the consummation of the transactions contemplated by this Agreement. (iic) No consent, approval, authorization, order, registration or qualification (each, an “Authorization”) of or with any Governmental Authority or any other Person is required for the execution, delivery or performance by, or enforcement against, the Optionee has full power and authority to perform each of its obligations hereunder, and has full right and power to purchase this Agreement or the Property and accept a conveyance thereof, if consummation by the Optionee timely and properly exercises its rights in accordance with of the provisions of transactions contemplated by this Agreement. (iiid) This Agreement and all documents in connection herewith that are to be executed and delivered by Optionee have has been duly executed and delivered by Optionee the Optionee, and constitutes its the legal, valid and binding obligationobligation of the Optionee, enforceable against it the Optionee in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcy, insolvency insolvency, reorganization, fraudulent conveyance or other transfer, moratorium or similar laws affecting creditor’s the enforcement of creditors’ rights generally, and except that the availability of equitable remedies may be subject to judicial discretion). (ive) (i) The executionOptionee is an “accredited investor” (as defined in Regulation D promulgated under the Securities Act of 1933), delivery and performance of this Agreement (ii) the Optionee has such knowledge and experience in financial and business matters and the consummation of the transaction contemplated hereby by Optionee does not and will not result in a default (or an event which, with the giving of notice or the passage of time, would constitute a default) under any instrument, and do not and will not violate, and are not restricted by, any other contractual obligation or any law to which Optionee is a party or by which capable of utilizing the information that is available to the Optionee is bound, or violate any order, writ, injunction or decree concerning the Company to evaluate the risks of any court or regulatory agency with jurisdiction over Optioneeinvestment in the Company including the risk that the Optionee could lose its entire investment in the Option Shares. (vf) The Call Option and the Option Shares are being acquired by the Optionee for its own benefit and account for investment and not with a view to, or for resale in connection with, a public offering or distribution thereof. (g) The Optionee understands that neither the Call Option nor the Option Shares have been registered under the Securities Act, the securities law of any State or the securities laws of any other jurisdiction, nor is currently (a) in compliance with such registration contemplated. The Optionee understands and shall at all times during agrees further that each of the term of Call Option and the Option Shares must be held indefinitely unless subsequently registered under the Securities Act and such other securities laws or an exemption from registration under the Securities Act and such other securities laws covering this Agreement remain in compliance with or the regulations of OFAC of the U.S. Department of Treasury and any statuteOption Shares, executive order (including Executive Order 13224as applicable, dated September 24, 2001 and entitled “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), or regulation relating thereto, and (b) not listed on, and shall not during the term of this Agreement be listed on, the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC or other governmental authority pursuant to any authorizing statute, executive order, or regulationis available.

Optionee’s Representations and Warranties. Optionee hereby represents and warrants to Optionors Optionor that as of the date hereof: (i) Optionee is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to do business in the State of California, with the full right, power and authority to enter into and carry out the transactions contemplated by this Agreement. (ii) Optionee has full power and authority to perform each of its obligations hereunder, and has full right and power to purchase the Property and accept a conveyance thereof, if Optionee timely and properly exercises its rights in accordance with the provisions of this Agreement. (iii) This Agreement and all documents in connection herewith that are to be executed and delivered by Optionee have been duly executed and delivered by Optionee and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditor’s rights generally, and except that the availability of equitable remedies may be subject to judicial discretion). (iv) The execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby by Optionee does not and will not result in a default (or an event which, with the giving of notice or the passage of time, would constitute a default) under any instrument, and do not and will not violate, and are not restricted by, any other contractual obligation or any law to which Optionee is a party or by which Optionee is bound, or violate any order, writ, injunction or decree of any court or regulatory agency with jurisdiction over Optionee. (v) Optionee is currently (a) in compliance with and shall at all times during the term of this Agreement remain in compliance with the regulations of OFAC of the U.S. Department of Treasury and any statute, executive order (including Executive Order 13224, dated September 24, 2001 and entitled “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), or regulation relating thereto, and (b) not listed on, and shall not during the term of this Agreement be listed on, the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC or other governmental authority pursuant to any authorizing statute, executive order, or regulation.

Optionee’s Representations and Warranties. The Optionee hereby represents and warrants to Optionors that the Grantor on and as of the date hereofhereof and the date of Closing as follows: (ia) The Optionee is a limited liability company, duly formed, validly existing and in good standing under has the laws of the State of Delaware, and is duly qualified to do business in the State of California, with the full right, requisite corporate power and authority to enter into execute, deliver and carry out perform its obligations under this Agreement. (b) The execution, delivery and performance by the Optionee of this Agreement and the transactions contemplated hereby (a) have been duly authorized by all necessary corporate action of the Optionee, (b) do not contravene the terms of the Optionee’s memorandum and articles of association or by-laws, or any amendment thereto, (c) do not violate, conflict with or result in any breach or default of (or with due notice or lapse of time or both would result in any breach, default or contravention of), or the creation of any Lien under, any Contractual Obligation of the Optionee or any Requirement of Law applicable to the Optionee, and (d) do not violate any judgment, injunction, writ, award, decree or order (collectively, “Orders”) of any Governmental Authority against, or binding upon, the Optionee. There are no actions, suits, proceedings, claims, complaints, disputes, arbitrations or investigations (collectively, “Claims”) pending or, to the knowledge of the Optionee, threatened, at law, in equity, in arbitration or before any Governmental Authority against the Optionee which, if determined adversely to the Optionee, would interfere with the consummation of the transactions contemplated by this Agreement. (iic) No consent, approval, authorization, order, registration or qualification (each, an “Authorization”) of or with any Governmental Authority or any other Person is required for the execution, delivery or performance by, or enforcement against, the Optionee has full power and authority to perform each of its obligations hereunder, and has full right and power to purchase this Agreement or the Property and accept a conveyance thereof, if consummation by the Optionee timely and properly exercises its rights in accordance with of the provisions of transactions contemplated by this Agreement. (iiid) This Agreement and all documents in connection herewith that are to be executed and delivered by Optionee have has been duly executed and delivered by Optionee the Optionee, and constitutes its the legal, valid and binding obligationobligation of the Optionee, enforceable against it the Optionee in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcy, insolvency insolvency, reorganization, fraudulent conveyance or other transfer, moratorium or similar laws affecting creditor’s the enforcement of creditors' rights generally, and except that the availability of equitable remedies may be subject to judicial discretion). (ive) (i) The executionOptionee is an “accredited investor” (as defined in Regulation D promulgated under the Securities Act of 1933), delivery and performance of this Agreement (ii) the Optionee has such knowledge and experience in financial and business matters and the consummation of the transaction contemplated hereby by Optionee does not and will not result in a default (or an event which, with the giving of notice or the passage of time, would constitute a default) under any instrument, and do not and will not violate, and are not restricted by, any other contractual obligation or any law to which Optionee is a party or by which capable of utilizing the information that is available to the Optionee is bound, or violate any order, writ, injunction or decree concerning the Company to evaluate the risks of any court or regulatory agency with jurisdiction over Optioneeinvestment in the Company including the risk that the Optionee could lose its entire investment in the Option Shares. (vf) The Call Option and the Option Shares are being acquired by the Optionee for its own benefit and account for investment and not with a view to, or for resale in connection with, a public offering or distribution thereof. (g) The Optionee understands that neither the Call Option nor the Option Shares have been registered under the Securities Act, the securities law of any State or the securities laws of any other jurisdiction, nor is currently (a) in compliance with such registration contemplated. The Optionee understands and shall at all times during agrees further that each of the term of Call Option and the Option Shares must be held indefinitely unless subsequently registered under the Securities Act and such other securities laws or an exemption from registration under the Securities Act and such other securities laws covering this Agreement remain in compliance with or the regulations of OFAC of the U.S. Department of Treasury and any statuteOption Shares, executive order (including Executive Order 13224as applicable, dated September 24, 2001 and entitled “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), or regulation relating thereto, and (b) not listed on, and shall not during the term of this Agreement be listed on, the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC or other governmental authority pursuant to any authorizing statute, executive order, or regulationis available.

Optionee’s Representations and Warranties. Optionee hereby represents and warrants to Optionors Optionor that as of the date hereof: (i) Optionee is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to do business in the State of California, with the full right, power and authority to enter into and carry out the transactions contemplated by this Agreement. (ii) Optionee has full power and authority to perform each of its obligations hereunder, and has full right and power to purchase the Property and accept a conveyance thereof, if Optionee timely and properly exercises its rights in accordance with the provisions of this Agreement. (iii) This Agreement and all documents in connection herewith that are to be executed and delivered by Optionee have been duly executed and delivered by Optionee and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditor’s rights generally, and except that the availability of equitable remedies may be subject to judicial discretion). (iv) The execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby by Optionee does not and will not result in a default (or an event which, with the giving of notice or the passage of time, would constitute a default) under any instrument, and do not and will not violate, and are not restricted by, any other contractual obligation or any law to which Optionee is a party or by which Optionee Optionor is bound, or violate any order, writ, injunction or decree of any court or regulatory agency with jurisdiction over Optionee. (v) Optionee is currently (a) in compliance with and shall at all times during the term of this Agreement remain in compliance with the regulations of OFAC of the U.S. Department of Treasury and any statute, executive order (including Executive Order 13224, dated September 24, 2001 and entitled “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), or regulation relating thereto, and (b) not listed on, and shall not during the term of this Agreement be listed on, the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC or other governmental authority pursuant to any authorizing statute, executive order, or regulation.