Representation of the Parties. Each Party represents to the other Parties as of the date of this Agreement that:
(a) Such Party is duly organized, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to enter into this Agreement;
(b) The execution, delivery and performance by such Party of this Agreement has been authorized by all necessary and appropriate corporate or Governmental action and a copy of the extract of the charter documents and board resolution/ power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Member is annexed to this Agreement, and will not, to the best of its knowledge:
(i) Require any consent or approval not already obtained;
(ii) Violate any Applicable Law presently in effect and having applicability to it;
(iii) Violate the memorandum and articles of association, by-laws or other applicable organizational documents thereof;
(iv) Violate any clearance, permit, concession, grant, license or other Governmental authorization, approval, judgment, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or
(v) Create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement;
(c) This Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and
(d) There is no litigation pending or, to the best of such Party's knowledge, threatened to which it or any of its Affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfilment of its obligations under this Agreement.
(e) Such Party has read and understood the tender Documents and is executing this Agreement for the purposes as recorded hereinabove out of its own free will;
Representation of the Parties. Executive represents and warrants to the Company that Executive has the capacity to enter into this Agreement and the other agreements referred to herein, and that the execution, delivery and performance of this Agreement and such other agreements by Executive will not violate any agreement, undertaking or covenant to which Executive is party or is otherwise bound. The Company represents to Executive that it is duly formed and is validly existing under the laws of the State of Delaware, that it is fully authorized and empowered by action of its Board to enter into this Agreement and the other agreements referred to herein, and that performance of its obligations under this Agreement and such other agreements will not violate any agreement between it and any other person, firm or other entity.
Representation of the Parties. Executive represents and warrants to Employer and Parent that Executive has the capacity to enter into this Agreement and the other agreements referred to herein, and that the execution, delivery and performance of this Agreement and such other agreements by Executive will not violate any agreement, undertaking or covenant to which Executive is party or is otherwise bound. Each of Employer and Parent represents to Executive that it is a limited liability company or limited partnership, as applicable, and is duly organized and validly existing under the laws of the State of Delaware, that it is fully authorized and empowered by action of its Board or general partner, as applicable, to enter into this Agreement and the other agreements referred to herein, and that performance of its obligations under this Agreement and such other agreements will not violate any agreement between it and any other person, firm or other entity.
Representation of the Parties. 1Notices, invoices or other documents sent by one Party to the other in relation to this Contract shall be sent by fax to the numbers specified below and shall be deemed to be received when the sending fax machine shall have confirmed transmission. Either Party may change its number for faxes by giving written notice to the other Party.
Representation of the Parties. Borrower acknowledges that (i) she has been advised by attorneys for Lender to consult with her separate legal, tax and financial counsel about the terms of this Loan, including but not limited to the tax effects of any forgiveness of principal or interest due under the Note, and (ii) she has had an adequate opportunity to consult with such separate counsel before executing this Agreement.
Representation of the Parties. (a) Executive represents and warrants to Employer that Executive has the capacity to enter into this Agreement and the other agreements or instruments referred to herein, and that the execution, delivery and performance of this Agreement and such other agreements or instruments by Executive will not violate any agreement, undertaking or covenant to which Executive is party or is otherwise bound.
(b) ASLP represents to Executive that it is a limited partnership, duly organized and validly existing under the laws of the State of Delaware. Each of Group and the Company represents to Executive that it is a limited liability company, duly organized and validly existing under the laws of the State of Delaware. Each of ASLP, Group and the Company represents to Executive that it is fully authorized and empowered by action of the Board to enter into this Agreement and the other agreements or instruments referred to herein, and that performance of its obligations under this Agreement and such other agreements or instruments will not violate any agreement between it and any other person, firm or other entity.
Representation of the Parties. The Operator will represent the Parties regarding any matters or dealings with the Danish Energy Agency, any other governmental or municipal authorities or third parties in so far as the same relate to the Joint Operations and in accordance with any directions given by the Operating Committee. In reasonable time prior to any representation which concerns matters of a non-routine character the Operator shall consult with and obtain from the Operating Committee such directions, if any, as the Operating Committee sees fit. The Parties shall always have the right to be present as observers at meetings with the Danish Energy Agency, and any other governmental or municipal authorities where the Operator represents the Parties. There is reserved to each Party the unfettered right to deal with the Danish Energy Agency, any other governmental or municipal authorities in respect of matters relating to its own Percentage Interest.
Representation of the Parties. 3.1 Overberg warrants and represents to Overstrand and TWK the following:
3.1.1 The execution and delivery of this Agreement has been properly and lawfully authorised and this Agreement constitutes legal, valid and binding obligations enforceable in accordance with its terms (except as enforceability may be limited by applicable laws).
3.1.2 To the best of its knowledge, there is no pending or threatened litigation or governmental proceedings which would affect its ability to perform its obligations under this Agreement.
3.2 Overstrand and TWK warrant and represent to Overberg the following:
3.2.1 The execution and delivery of this Agreement has been properly and lawfully authorised and this Agreement constitutes legal, valid and binding obligations enforceable in accordance with its terms (except as enforceability may be limited by applicable laws).
3.2.2 To the best of their knowledge, there is no pending or threatened litigation or governmental proceedings, which would affect their ability to perform their obligations under this Agreement.
Representation of the Parties. Subject to any determination by the Operating Committee, Operator shall represent the Parties regarding any matters or dealing with the Government, any other governmental authorities or third parties insofar as the same relate to the Joint Operations, provided always that there is reserved to each Party unfettered right to deal with the Government, any other governmental authorities or third parties with respect to matters relating to its own Percentage Interest. Operator shall, in any event, give prior notice to the Parties of any representations which it proposes to make as Operator to the Government or any other governmental authorities or third parties which may reasonably be expected to have a material effect upon the interests of the Parties hereunder or under the Licenses. Operator shall also give notice to all Parties of the results of any such representations made in accordance with this Article 5.4.
Representation of the Parties. The Operator will represent the Parties regarding any matters or dealings with the Danish En- ergy Agency, any other governmental or municipal authorities or third parties in so far as the same relate to the Joint Operations and in accordance with any directions given by the Operat- ing Committee. In reasonable time prior to any representation which concerns matters of a non-routine character the Operator shall consult with and obtain from the Operating Commit- tee such directions, if any, as the Operating Committee sees fit. The Parties shall always have the right to be present as observers at meetings with the Danish Energy Agency, and any other governmental or municipal authorities where the Operator represents the Parties. There is re- served to each Party the unfettered right to deal with the Danish Energy Agency, any other governmental or municipal authorities in respect of matters relating to its own Percentage In- terest.
