REPRESENTATIONS AND WARRANTIES OF ADDAX. 28 8.1 Organization and Qualification of Addax 28 8.2 Organization and Qualification of Subsidiaries 28 8.3 Authority Relative to this Agreement 28 8.4 Subsidiaries 29 8.5 No Violations 29 8.6 Capitalization of Addax 30 8.7 Dividends and Material Adverse Change 30 8.8 Information 30 8.9 No Undisclosed Material Liabilities 31 8.10 Officers’ Obligations 31 8.11 Brokerage Fees 31 8.12 Conduct of Business 31 8.13 Reports 32 8.14 Books and Records 32 8.15 Litigation, etc 33 8.16 Environmental 33 8.17 Tax Matters 33 8.18 Employee Benefit Plans 34 8.19 Labour and Employment 35 8.20 Reporting Issuer Status 36 8.21 No Shareholder Rights Plan 36 8.22 Engineering Reports 36 8.23 Confidentiality Agreements 36 8.24 Material Agreements 36 8.25 Petroleum and Natural Gas Rights 36 8.26 Production Allowables and Production Penalties 37 8.27 Royalties, Rentals and Taxes Paid 37 8.28 Current Capital Commitments 37 8.29 Areas of Mutual Interest 38 8.30 Take or Pay Obligations 38 8.31 Operation and Condition of Xxxxx 38 8.32 Property 38 8.33 Tax Pools 38 8.34 Investment Canada Act 38 8.35 Related Party Transactions 38 8.36 Expropriation 38 8.37 Rights of Other Persons 39 8.38 Insurance 39 8.39 Absence of Guarantees 39 8.40 No Joint Venture Interest, etc 39 8.41 Intellectual Property 39 8.42 Production and Pipeline Imbalances 40 8.43 Production Sharing Contracts 40 8.44 Well Status 40 8.45 Evaluation Data 40 8.46 Competition Act 41 8.47 U.S. Securities Laws 41 ARTICLE 9 CONDUCT OF BUSINESS 41 9.1 Conduct of Business by Addax 41 ARTICLE 10 COVENANTS OF ADDAX 45 10.1 Access to Information 45 10.2 Notice of Material Adverse Change 45 10.3 Financial and Other Information 45
REPRESENTATIONS AND WARRANTIES OF ADDAX. Addax hereby represents and warrants (and, as applicable, covenants) to Purchaser as follows and acknowledges that Purchaser is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement, that except as disclosed in writing:
