Party Representations. (a) Each Party represents and warrants to the other Party as follows: (i) there are no suits, proceedings, judgments, or orders by or before any Governmental Authority that materially adversely affect (A) its ability to perform its obligations under this Agreement or (B) the rights of the other Parties hereunder, (ii) it is duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its formation, and it has the legal right, power and authority and is qualified to conduct its business, and to execute and deliver this Agreement and perform its obligations hereunder, (iii) the making and performance by it of this Agreement is within its powers, and have been duly authorized by all necessary action on its part, (iv) this Agreement constitutes a legal, valid, and binding act and obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws affecting creditors’ rights generally, and with regard to equitable remedies, to the discretion of the court before which proceedings to obtain same may be pending, and (v) there are no bankruptcy, insolvency, reorganization, receivership or other arrangement proceedings pending or being contemplated by it.
(b) Customer represents and warrants to Provider that, during the Term, Customer has the sole and exclusive right to purchase all Gas owned or Controlled by Producer and produced from those oil and gas properties located in the Dedicated Area that are operated by Producer, or that are not operated by Producer, but from which Producer has elected to take its applicable production in-kind (such right, collectively, the “Exclusive Producer Purchase Right”).
Party Representations. As of the Effective Date, each Party represents and warrants to the other Party that:
(a) It is duly organized and validly existing and, where applicable, is in good standing under the laws of the jurisdiction of its formation and it has all requisite power and authority to enter into and perform its obligations under this Agreement;
(b) The execution, delivery and performance of this Agreement have been authorized and approved by its Board of Directors and do not and will not (i) violate any law, rule, regulation, order, decree or permit which is applicable to it or (ii) violate its organizational documents or any agreement to which it is a party;
(c) This Agreement is a legal and binding obligation of such Party, enforceable against such Party in accordance with its terms, except to the extent enforceability is modified by bankruptcy, reorganization and other similar laws affecting the rights of creditors generally and by general principles of equity; and
(d) There is no litigation pending or, to the best of its knowledge, threatened to which such Party, its parent or any of its subsidiaries is a party that, if adversely determined, would have a material adverse effect on the financial condition, prospects or business of such Party or its ability to perform its obligations under this Agreement.
Party Representations. Each Party represents and warrants that:
8.1.1 The Party has the power and authority to enter into and perform this Agreement.
8.1.2 The representative executing this Agreement is duly authorized to execute this Agreement.
8.1.3 The Party is not restricted in any way, by agreement or otherwise, from entering into this Agreement.
Party Representations. Each Party represents to each other Party that, as of the date of this Agreement, such Party is duly organized, validly existing, and in good standing under the laws of the state of its organization, and has all requisite corporate, partnership, or limited liability company power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its respective obligations under, this Agreement.
Party Representations. Each Party represents and warrants to the other Party as follows: (a) there are no suits, proceedings, judgments, or orders by or before any Governmental Authority that materially adversely affect (i) its ability to perform its obligations under this Agreement or (ii) the rights of the other Parties hereunder, (b) it is duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its formation, and it has the legal right, power and authority and is qualified to conduct its business, and to execute and deliver this Agreement and perform its obligations hereunder, (c) the making and performance by it of this Agreement is within its powers, and have been duly authorized by all necessary action on its part, (d) this Agreement constitutes a legal, valid, and binding act and obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws affecting creditors’ rights generally, and with regard to equitable remedies, to the discretion of the court before which proceedings to obtain same may be pending, and (e) there are no bankruptcy, insolvency, reorganization, receivership or other arrangement proceedings pending or being contemplated by it.
Party Representations. Each Party represents and warrants to each other Party that:
Party Representations. Each Party hereby represents and warrants that: (a) such Party and the signatory hereto has the power and authority to execute, deliver and perform this Agreement; (b) such Party has taken all necessary actions to authorize the execution, delivery and performance of this Agreement; (c) this Agreement has been duly executed and delivered by such Party and constitutes the legal, valid, and binding obligations of such Party, enforceable against it in accordance with their respective terms, subject only to the approval of this Agreement by the Bankruptcy Court; (d) such Party’s execution, delivery, and performance of this Agreement does not and will not conflict with, or constitute a violation or breach of, or constitute a default under any obligation of such Party and will not violate any applicable law, or any order or decree of any court or government instrumentality applicable to such Party; and (e) such Party has entered into this Agreement in reliance on its own independent investigation and analysis of the facts underlying the subject matter of this Agreement, and no representations, warranties, or promises of any kind have been made directly or indirectly to induce it to execute this Agreement other than those that are expressly set forth in this Agreement.
Party Representations. As of the Effective Date, each Party represents and warrants to the other Party that:
Party Representations. Each Party represents and warrants to the other Party that:
(i) It has all requisite power and authority to carry on its business as now conducted, and is duly qualified to transact business in Nevada.
(ii) It has taken all requisite corporate or other action by its officers and directors (or by persons holding similar offices and authority) necessary to approve the execution, delivery and performance of this Agreement, and upon its execution by both Parties, this Agreement will constitute a legal, valid and binding obligation upon each Party, enforceable against such Party in accordance with its terms, subject to laws affecting creditors’ rights and general principles of equity.
(iii) The execution and delivery of this Agreement and the compliance with the provisions herein (1) are not inconsistent with its governing documents (such as its charter, by-laws, articles of incorporation or operating agreement), (2) do not contravene any law, governmental rule or regulation, judgment or order applicable to such Party, and (3) do not contravene any material provision of, or constitute a default under, any indenture, mortgage, contract, license, agreement, order, decree, judgment, or other instrument of which it is a Party or by which it is bound or requires the consent or approval of, the giving of notice to, the registration with or the taking of any action in respect of or by, any federal, state or local government authority or agency or other person or entity.
Party Representations. Each Party represents and warrants to the other that it has full power and authority to execute and fully perform its obligations under this Agreement (and Assignee further represents and warrants that it has full power and authority to fully perform its obligations under the Lease) pursuant to its governing instruments, without the need for any further action, and that the person(s) executing this Agreement on behalf of such party are duly designated agents and are authorized to do so. Each Party represents and warrants that by entering into this Agreement, such Party will not be in breach or default of any other agreement, oral or written, to which such Party is a party.
