REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby represents and warrants to Seller as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby represents and warrants to Seller as of the date hereof as follows: Section 4.1
REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby represents and warrants to Seller that except as otherwise disclosed in this Agreement or in the Schedules attached hereto and made a part hereof: 7.1 Organization of Purchaser and Corporate Power and Authority. Purchaser is a limited liability company duly organized and validly existing under the Laws of the State of Delaware. Purchaser has the limited liability company power and authority to own its property and to carry 11 Exhibit 10.10.1 on its business as now conducted and to execute and deliver this Agreement and each document, instrument or agreement contemplated hereby and thereby and to perform its obligations hereunder and thereunder. 7.2
REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby represents and warrants to Seller that the statements set forth below are true and correct as of the date hereof (except with respect to any such statement that is expressly made as of a specific date, which statement shall be true and correct as of such date). 33 4.01
REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby represents and warrants to Sellers that the following representations and warranties are true and correct as of the date hereof. Section 5.1
REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser and Merger Sub hereby jointly and severally represent and warrant to the Company and the Sellers that: 7.1
REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby represents and warrants to Sellers as follows: Organization; Authority and Binding Effect. Xxxxxxx Operating Resources LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has all requisite power and authority, and all approvals of Governmental Authorities, licenses and Permits necessary, to enter into this Agreement and the agreements contemplated by this Agreement to be entered into by it at Closing (collectively, “Purchaser Transaction Agreements”), and to consummate the transactions contemplated hereby and thereby. Purchaser is duly qualified or licensed to do business as a foreign limited liability company and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to obtain such qualification or license would not, individually or in the aggregate, materially impair Purchaser’s abilities to consummate the transactions contemplated hereby and by the Purchaser Transaction Agreements. The execution, delivery and performance by the Purchaser of this Agreement and the other Purchaser Transaction Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and (assuming due authorization, execution and delivery by the other Persons party hereto) constitutes a valid and binding obligation of the Purchaser, enforceable the Purchaser in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting
REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby makes, as of the date hereof, the following representations and warranties to Seller: 5.1 Organization, Power and Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the United States. Purchaser has the requisite corporate power and authority to own and operate its business as presently conducted. Purchaser is duly qualified to do business and in good standing in each jurisdiction where the operations of its business requires such qualification, except where the failure to be so qualified or in such good standing would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the ability of Purchaser to consummate the transactions contemplated by this Agreement. 18
