REPRESENTATIONS AND WARRANTIES OF SELLERS AND SELLERS. GUARANTOR Sellers represent and warrant (except with regards to Section 4.18, which Section is only applicable to Sellers' Guarantor) to Purchaser to the Knowledge of Sellers, except with respect to Sections 4.1, 4.2, and 4.13 which shall not be limited to the Knowledge of Sellers, as follows:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND SELLERS. Representative As of the date of this Agreement, each Seller and Sellers’ Representative shall severally and jointly, represent and warrant to, and agree with (and shall cause the Subsidiaries and Onshore Shareholders to severally and jointly, represent and warrant to, and agree with) Purchaser and Parent as follows:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND SELLERS. Parent 16 Corporate Capacity, Authority and Consents 16 Binding Agreement 17 Assets 17 Financial Statements 17 Licenses and Accreditations 18 Regulatory Compliance 18 Compliance Program 19 Material Contracts 19 Real Property 20 Insurance 20 Employee Benefit Plans 20 Employee Relations 21 Litigation and Proceedings 22 Third Party Reimbursement 22 Tax Liabilities 23 Absence of Changes 23 Intellectual Property 24 Privacy and Security 24 Disclaimer of Warranties 24
REPRESENTATIONS AND WARRANTIES OF SELLERS AND SELLERS. REPRESENTATIVE 3 Section 3.1. Title to Interests 3 Section 3.2. Organization and Standing 4 Section 3.3. Authority 4 Section 3.4. Non-Contravention 4 Section 3.5. Approvals 4 Section 3.6. Pending Litigation 4 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY 5 Section 4.1. Organization 5 Section 4.2. Governing Documents 5 Section 4.3. Capital Structure 5 Section 4.4. Power and Authority 5 Section 4.5. Valid and Binding Agreement 6 Section 4.6. Non-Contravention 6 Section 4.7. Approvals 6 Section 4.8. Subsidiaries 6 Section 4.9. Financial Statements 7 Section 4.10. Undisclosed Liabilities 8 Section 4.11. Pending Litigation 8 Section 4.12. Compliance with Laws 8 Section 4.13. Taxes 9 Section 4.14. Contracts 10 Section 4.15. Gas Regulatory Matters 10 Section 4.16. Intentionally Omitted 11 Section 4.17. Gas Contracts 11 Section 4.18. Pipeline and Plant 11 Section 4.19. Gas Imbalances 11 Section 4.20. Environmental Matters 11 Section 4.21. Insurance 12 Section 4.22. Employee Related Matters 12 Section 4.23. Brokers 13 Page Section 4.24. Regulatory Filings 13 Section 4.25. Intellectual Property 13 Section 4.26. Properties 13 ARTICLE V DISCLAIMER 14
