Common use of REPRESENTATIONS AND WARRANTIES OF SUNRISE Clause in Contracts

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 bound.

REPRESENTATIONS AND WARRANTIES OF SUNRISE. 3.1.1. Sunrise hereby represents represents, warrants and warrants to Equitrans agrees with Millington as follows: (a) Sunrise is a limited liability company duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Sunrise has all requisite limited liability company the power and authority to ownenter into, operate execute and lease its properties and assets deliver this Agreement and to carry on perform its business as now conductedobligations hereunder. (b) Sunrise has full limited liability company power The entire issued and authority to execute and deliver this Lease Agreement, to consummate the transactions contemplated hereby and to perform all outstanding capital stock of the terms and conditions hereof to be performed Subsidiaries is owned by Sunrise. The execution and delivery of this Lease Agreement, the consummation All of the transactions contemplated hereby and the performance of all shares of the terms and conditions hereof to be performed by Sunrise Subsidiaries have been duly authorized authorized, are validly issued, fully paid 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)non-assessable. (c) The executionAll financial and other information concerning the Subsidiaries, delivery which Sunrise has furnished or will furnish to Millington (i) is true, accurate and performance complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact, not misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby. (d) Subsidiaries are duly organized, validly existing and in good standing under the laws of the Ukraine. Sunrise has the power and authority to enter into, execute and deliver this Lease Agreement and to perform its obligations hereunder. This Agreement had been duly authorized and, except cases set forth hereunder, is approved by Sunrise’s respective corporate actions and constitutes its legally valid and binding obligation and is enforceable against Sunrise does not, and the fulfillment and compliance in accordance with the terms hereof. (e) Sunrise presently has the power to transfer and conditions hereof deliver the Subsidiary Shares to Millington free and the consummation clear of any restrictions on transfer, security interests, options, warrants, purchase rights or other contracts or commitments that could require them to sell, transfer, or otherwise dispose of the transactions contemplated hereby Subsidiary Shares. The delivery to Millington of the Subsidiary Shares and stock powers evidencing the transfer of the Subsidiary Shares to Millington pursuant to the provisions of this Agreement will not:transfer to Millington good and marketable title thereto, free and clear of all liens, encumbrances restrictions and claims of any kind. (if) violate, conflict with any of, or result in any breach Upon execution and delivery of the terms, conditions or provisions amended bylaws of the certificates Subsidiaries evidencing the transfer of formationthe Subsidiary Shares to Millington in accordance with the terms of this Agreement, limited liability company agreements or equivalent governing instruments Millington shall acquire and thereafter own 100% of Sunrise; (ii) conflict with or violate any provision the equity 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 boundthe Subsidiaries.