Representations and Warranties of Mesa. Except as disclosed in (i) Mesa’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2011 (the “Form 10-K”) and any Mesa SEC Reports filed subsequent to the filing of the Form 10-K and prior to the date hereof (excluding any risk factor disclosure and any disclosure included in any “forward-looking statements” disclaimer or other statements included in the Form 10-K and such Mesa SEC Reports that are predictive, non-specific, forward-looking or primarily cautionary in nature), but only to the extent the relevance of such disclosure as an exception to a representation or warranty in this Article III is reasonably apparent on its face or (ii) the disclosure letter delivered by Mesa to Armada on the date hereof (the “Mesa Disclosure Letter”), provided, that any disclosure in any schedule of the Mesa Disclosure Letter shall only qualify (A) the representation or warranty made in the corresponding Section of this Article III and (B) other representations and warranties in this Article III to the extent the relevance of such disclosure to such other representations and warranties is reasonably apparent on its face (notwithstanding the omission of a reference or cross-reference thereto), Mesa represents and warrants to Armada as set forth in this Article III.
Representations and Warranties of Mesa. SECTION 3.1 Organization, Standing and Power; Subsidiaries 7 SECTION 3.2 Capital Structure 7 SECTION 3.3 Authority; No Conflicts 9 SECTION 3.4 Reports and Financial Statements 10 SECTION 3.5 Information Supplied 12 SECTION 3.6 Board Approval 12 SECTION 3.7 Vote Required; Dissenters’ Rights 13 SECTION 3.8 Brokers or Finders 13 SECTION 3.9 Litigation; Compliance with Laws; Permits 13 SECTION 3.10 Absence of Certain Changes or Events 14 SECTION 3.11 Opinion of Mesa Financial Advisor 14 SECTION 3.12 Taxes 14 SECTION 3.13 Affiliate Transactions 16 SECTION 3.14 Environmental Matters 17 SECTION 3.15 Intellectual Property 17 SECTION 3.16 Certain Agreements 18 SECTION 3.17 Mesa Plans; Labor Matters 20 SECTION 3.18 Insurance 22 SECTION 3.19 Real Property 22 SECTION 3.20 Personal Property 22 SECTION 3.21 Regulatory Matters 22 SECTION 3.22 Derivatives 23 SECTION 3.23 Oil and Gas Interests 23 SECTION 3.24 Books and Records 24 SECTION 3.25 Accountants 24 SECTION 3.26 Mesa Sub Constitutes Substantially All Assets 24 SECTION 3.27 Mesa Sub 24
Representations and Warranties of Mesa. In order to induce BGI to enter into this Agreement and to consummate the transactions contemplated hereby, Mesa makes the representations and warranties set forth below to BGI:
Representations and Warranties of Mesa. In order to induce NBBS to enter into this Agreement and to consummate the transactions contemplated hereby, Mesa makes the representations and warranties set forth below to NBBS and the Members:
Representations and Warranties of Mesa. In order to induce the Stockholders to enter into this Agreement and to consummate the transactions contemplated hereby, Mesa makes the representations and warranties set forth below to the Stockholders:
Representations and Warranties of Mesa. In order to induce Amega to enter into this Agreement and to consummate the transactions contemplated hereby, Mesa makes the representations and warranties set forth below to Amega:
Representations and Warranties of Mesa. Mesa and Armada hereby jointly and severally represent and warrant to the Purchaser and the Company as provided in this Article IV.
Representations and Warranties of Mesa. 7 3.1 Organization 7 3.2 Authorization; Enforceability 7
Representations and Warranties of Mesa. In order to induce PCD to enter into this Agreement and to consummate the transactions contemplated hereby, Mesa makes the representations and warranties set forth below to PCD:
Representations and Warranties of Mesa. In order to induce Bios to enter into this Agreement and to consummate the transactions contemplated hereby, Mesa makes the representations and warranties set forth below to Bios:
