REPRESENTATIONS AND WARRANTIES OF SUNRISE. Sunrise hereby represents and warrants to Equitrans as follows:
(a) Sunrise is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to own, operate and lease its properties and assets and to carry on its business as now conducted.
(b) Sunrise has full limited liability company power and authority to execute and deliver this Lease Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by Sunrise. The execution and delivery of this Lease Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by Sunrise have been duly authorized and approved by all requisite limited liability company action of Sunrise. This Lease Agreement has been duly executed and delivered by Sunrise and constitutes the valid and legally binding obligation of Sunrise, enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).
(c) The execution, delivery and performance of this Lease Agreement by Sunrise does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will not:
(i) violate, conflict with any of, or result in any breach of the terms, conditions or provisions of the certificates of formation, limited liability company agreements or equivalent governing instruments of Sunrise;
(ii) conflict with or violate any provision of any law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to Sunrise or any property or asset of Sunrise; or
(iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or require any consent under, any indenture, license, contract, agreement or other instrument or obligation to which Sunrise is a party or by which Sunrise or any of its property may be ...
REPRESENTATIONS AND WARRANTIES OF SUNRISE. Sunrise hereby represents and warrants to LIN, as follows:
REPRESENTATIONS AND WARRANTIES OF SUNRISE. Sunrise represents and warrants to Investor as follows:
REPRESENTATIONS AND WARRANTIES OF SUNRISE. Sunrise represents and warrants to the Joint Venture as follows:
REPRESENTATIONS AND WARRANTIES OF SUNRISE. Sunrise represents and warrants to EAI and Sub that the statements contained in this Article III are true and correct as of the date hereof, except as set forth in the disclosure schedule delivered by Sunrise to EAI on or before the date of this Agreement (the "Sunrise Disclosure Schedule"). The Sunrise Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article III and the disclosures in any paragraph, including appropriate cross references, shall qualify only the corresponding paragraph in this Article III.
REPRESENTATIONS AND WARRANTIES OF SUNRISE. 14 4.1 Organization and Qualification.................................................................................... 14 4.2 Authorization; Validity and Effect of Agreement.......................................................... 15 4.3 No Conflict; Required Filings and Consents................................................................ 15
REPRESENTATIONS AND WARRANTIES OF SUNRISE. Sunrise hereby makes the following representations and warranties to Pukka and the Principal Shareholders: 4.1
REPRESENTATIONS AND WARRANTIES OF SUNRISE. SunRise and the Principal Shareholders jointly and severally make the representations and warranties set forth below as of the date of this Agreement and as of the date of the Closing. Except as otherwise provided to the contrary, each party makes the representations and warranties without qualification as to knowledge. When a representation or warranty is made "to the best knowledge of" SunRise, such knowledge shall be deemed to include, without limitation, the actual knowledge of the Principal Shareholders and such information that each such individual should reasonably be expected to have knowledge of by virtue of his position and relationship with SunRise. When a representation or warranty is made "to the best knowledge of" the Principal Shareholders, such knowledge shall be deemed to include, without limitation, the actual knowledge of such Principal Shareholder and such information that such Principal Shareholders should reasonably be expected to have knowledge of by virtue of their positions and relationships with SunRise.
REPRESENTATIONS AND WARRANTIES OF SUNRISE. Sunrise represents and warrants to K2 that the statements contained in this Section 3 are correct and complete as of the date of this Agreement.
REPRESENTATIONS AND WARRANTIES OF SUNRISE. Sunrise represents and warrants to Hallador as of the date hereof and as of the Closing Date that the statements contained in this Article III are true and correct, except as set forth in the Sunrise Disclosure Schedule. The Sunrise Disclosure Schedule shall be arranged in paragraphs corresponding to each representation and warranty set forth in this Article III, but the disclosures in any Section of the Sunrise Disclosure Schedule shall qualify any other Section in Article III to the extent each disclosure specifically references such other Section; provided, however, that the mere inclusion of an item in the Sunrise Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Sunrise that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect with respect to Sunrise.
