Common use of Representations and Warranties of New Operator Clause in Contracts

Representations and Warranties of New Operator. New Operator --------------------------------------------------- represents and warrants to Transferor as follows: 11.1 New Operator has all necessary power and authority to enter into this Agreement and to execute all documents and instruments referred to herein or contemplated hereby and to consummate the transactions provided for herein and all necessary action has been taken to authorize the individuals executing this Agreement to do so. This Agreement has been duly and validly executed and delivered by New Operator and is enforceable against New Operator in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy laws and general principals of equity. This Agreement does not conflict with New Operator's Articles of Incorporation or Bylaws or any contract, document or instrument to which New Operator is a party or by which New Operator or any of its assets may be bound or affected. New Operator is not required to secure the consent of any third party to enter into this Agreement or to carry out the terms hereof, other than the consents by Owner and the consents specifically contemplated by the terms hereof with respect to the assignment of the Designated Operating Contracts. 11.2 There is no litigation, investigation or other proceeding pending or, to New Operator's knowledge, threatened against or relating to New Operator, its properties or business, which would prevent the consummation of the transactions contemplated by the terms of this Agreement 11.3 No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or other proceedings are pending or, to New Operator's knowledge, threatened against New Operator, nor are any such proceedings contemplated by New Operator.