REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR PARTIES. The Contributor Parties hereby, jointly and severally, represent and warrant to Acquirer as follows:
REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR PARTIES. The representations and warranties of the Contributor Parties (i) in Article III (other than those contained in Section 3.3(a), Section 3.3(b), Section 3.6 and Section 3.10(b)) (x) which are qualified by “material,” “materially” or “Material Adverse Effect” shall be true and correct in all respects as of the Contribution Closing Date as if remade on the Contribution Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all respects as of such specific date), and (y) which are not qualified by “material,” “materially” or “Material Adverse Effect” shall be true and correct in all material respects as of the Contribution Closing Date as if remade on the Contribution Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects as of such specific date), and (ii) in Section 3.3(a), Section 3.3(b), Section 3.6 and Section 3.10(b) shall be true and correct in all respects as of the Contribution Closing Date as if remade on the Contribution Closing Date.
REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR PARTIES. Section 3.1 Organization 8 Section 3.2 Validity of Agreement; Authorization 9 Section 3.3 No Conflict or Violation 9 Section 3.4 Consents and Approvals 10 Section 3.5 Ownership of the Subject Interests 10 Section 3.6 Capitalization 10 Section 3.7 Financial Statements 11 Section 3.8 Absence of Certain Changes or Events 11 Section 3.9 Compliance with Law; Permits 12 Section 3.10 Tax Matters 12 Section 3.11 Absence of Undisclosed Liabilities 13 Section 3.12 Employees; Employee Plans 13 Section 3.13 Insurance 15 Section 3.14 Regulatory Matters 16 Section 3.15 Environmental Matters 16 Section 3.16 Material Contracts 17 Section 3.17 Litigation 19 Section 3.18 Real Property; Personal Property 19 Section 3.19 Intellectual Property 20 Section 3.20 Affiliate Transactions 21 Section 3.21 Brokers 21 Section 3.22 Investment Intent; Investment Experience; Restricted Securities 21
REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR PARTIES. The representations and warranties of the Contributor Parties (i) in Article III (other than those contained in Sections 3.5 and 3.6) shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “material adverse effect” or other words of similar import except in the case of Section 3.9(b) in all respects as of the Contribution Closing Date as if remade on the Contribution Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all respects as of such specific date), with only such failures to be so true and correct as have not had, and would not reasonably be expected to have, a Midstream Xxxxx Xxxxxxxx Adverse Effect; and (ii) in Sections 3.5 and 3.6 shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “material adverse effect” or other words of similar import) other than in de minimis respects as of the Contribution Closing Date as if remade on the Contribution Closing Date (except for representations and warranties contained therein made as of a specific date, which shall be true and correct in all material respects as of such specific date).
