Representations and Warranties by Sellers. Sellers represent and warrant to Buyer as follows:
Representations and Warranties by Sellers. Each Seller represents and warrants to Buyer as follows:
Representations and Warranties by Sellers. Each Seller jointly and severally represents, warrants and covenants as follows:
(a) The Sellers have all right, title and interest in and to the Options, subject to no lien, encumbrance or right of any other party.
(b) The execution, delivery and performance of this Agreement by the Sellers does not conflict with, or constitute a default under, any agreement or instrument to which any Seller is a party or is bound.
Representations and Warranties by Sellers. Sellers, jointly and severally, represent, warrant and covenant to Buyer as follows:
Representations and Warranties by Sellers. Sellers (which as to each particular Location shall include SCI and the designated Subsidiary Owner thereof, jointly and severally) hereby represent and warrant to Buyer, both as of the date hereof and as of the Effective Time, as follows:
Representations and Warranties by Sellers. PetroHunter and Sweetpea jointly and severally guarantee, represent and warrant to Falcon and Purchaser that as of the Closing Date:
(a) each of Sellers is a corporation duly incorporated, organized and validly existing and in good standing under the laws of its applicable jurisdiction;
(b) each of Sellers has the corporate power, authority and capacity to enter into the Transaction Agreements and all other agreements contemplated by the Transaction Agreements and to carry out and complete its obligations under the Transaction Agreements and all other agreements contemplated by the Transaction Agreements;
(c) the Transaction Agreements and the obligations of Sellers under the Transaction Agreements and the documents and transaction contemplated thereby have been duly and validly authorized by all requisite corporate proceedings and constitute, legal, valid and binding obligations of each of Sellers, enforceable against each of Sellers in accordance with their terms, subject to the limitations with respect to enforcement imposed by applicable laws in connection with bankruptcy, insolvency, liquidation, reorganization or other laws affecting the enforcement of creditors’ rights generally and subject to the availability of equitable remedies such as specific performance and injunction which are only available in the discretion of the court from which they are sought;
(d) neither the entering into nor the delivery of the Transaction Agreements nor the completion by each of Sellers of the Transaction contemplated thereby will conflict with, or constitute a material default under, or result in a material violation of: (i) any of the provisions of the entity formation documents or by-laws of either of Sellers; or (ii) any applicable laws;
(e) each of Sellers:
(i) has not made an assignment in favor of its creditors or a proposal in bankruptcy to its creditors or any class thereof; (ii) has not had any petition for a receiving order presented in respect of it; and (iii) has not initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution;
(f) except as set forth on Schedule “I”, neither of Sellers is under any obligation, contractual or otherwise, to request or obtain the consent of any person, and no permits, licences, certifications, authorizations or approvals of, or notifications to, any federal, state, municipal or local government or governmental agency, board, commission or authority ...
Representations and Warranties by Sellers. 2.1 Representations and Warranties: Sellers jointly and severally represent and warrant that:
2.1.1 Sellers are corporations, duly organized, validly existing and in good standing under the laws of the states of their organization. The execution, delivery and performance by Sellers of this Agreement and the transactions contemplated hereunder have been duly authorized by all requisite corporate actions on the part of Sellers and do not contravene or constitute a default or require the further consent of any person under any provision of applicable law or regulation or any agreement, judgment, injunction, order, decree or other instrument binding upon Sellers or to which any of the MCN Program Assets are subject, other than (a) the approval of the Minerals Management Service to (i) the assignment of the Subject Leases to the Buyer and (ii) MCNOGP to hold leases (an application for which has been duly filed by MCNOGP with the Minerals Management Service and, to the best of MCNOGP's knowledge, such filing is complete) and (b) routine advance notice requirements contained in joint operating agreements. This Agreement has been duly executed and delivered by Sellers, and constitutes, as does each of the documents and instruments executed by one or more of the Sellers as the result hereof, a valid and binding agreement of each of the Sellers that is a party thereto enforceable in accordance with their terms.
2.1.2 There are no bankruptcy, reorganization or arrangement proceedings pending, being contemplated by or, to the best of Sellers' knowledge, threatened against Sellers that could adversely affect Sellers' ability to perform their obligations hereunder.
2.1.3 No broker or finder has acted for or on behalf of Sellers in connection with this Agreement or the transactions contemplated by this Agreement, and no broker or finder is entitled to any brokerage or finder's fee or commission in respect thereof based on any agreement, arrangement or understanding made by or on behalf of Sellers.
2.1.4 There are no demands, suits, actions or other proceedings pending or, to the best of Sellers' knowledge, threatened before any court or governmental agency against Sellers (or otherwise directly pertaining to the MCN Program Assets) that might result in an impairment or loss of title to any of the MCN Program Assets or the value thereof or that might hinder or impede the operation of the MCN Program Assets.
2.1.5 There have been no advance, take-or-pay, take-and-pay, forw...
Representations and Warranties by Sellers. Each Individual Seller represents and warrants that:
Representations and Warranties by Sellers. Seller represents and warrants that:
(a) he is the attorney-in-fact for the beneficial owners of the Shares;
(b) he owns, or has beneficial interest in, and has good and marketable title to, the Shares to be sold to Purchaser hereby, free and clear of all liens, security interests and encumbrances, of any kind or nature;
(c) he has duly authorized, executed and delivered this Agreement, and that the same is the valid and binding agreement of such Seller, enforceable against such Seller in accordance with its terms, and not in violation of any agreement to which such Seller is a party;
(d) he has the right, power and authority to transfer, convey and sell to Purchaser, or to cause the same, at the Closing, the Shares to be sold by him as described in Section 1 of this Agreement and, upon consummation of this Agreement, Purchaser will acquire good and marketable title to such shares, free and clear of all liens, security interests or other covenants or agreements, other than encumbrances resulting from actions of Purchaser.
Representations and Warranties by Sellers. As used in this Section 4, reference to Sellers' knowledge shall mean Sellers' knowledge after Sellers have exercised due diligence in making inquiries of the Companies' personnel. Sellers represent and warrant to Purchaser that the following statements as to Sellers, the Companies and/or the Stations are correct as of the date hereof and, where specifically indicated, will be correct at the Closing Date and all Schedules will be updated through the Closing Date:
