Common use of REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PARENT COMPANY Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PARENT COMPANY. Section 2.1. To induce the Noteholders to execute and deliver this Third Amendment (which representations shall survive the execution and delivery of this Third Amendment), the Company and the Parent Company, jointly and severally, represent and warrant to the Noteholders that: (a) this Third Amendment has been duly authorized, executed and delivered by the Company and the Parent Company and this Third Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company and the Parent Company enforceable against them in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; (b) the Note Purchase Agreements and the Parent Guaranty, as amended by this Third Amendment, constitute the legal, valid and binding obligations, contracts and agreements of the Company and the Parent Company, enforceable against them in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; (c) the execution, delivery and performance by the Company and the Parent Company of this Third Amendment (i) has been duly authorized by all requisite legal action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its operating agreement in the case of the Company and its limited partnership agreement in the case of the Parent Company, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon either of them or (3) any provision of any material indenture, agreement or other instrument to which the Company or the Parent Company is a party or by which their properties or assets are or may be bound, including, without limitation, the Bank Credit Agreement or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c); (d) as of the date hereof and after giving effect to this Third Amendment, no Default or Event of Default has occurred and is continuing, nor after giving effect to the transactions contemplated by this Third Amendment would a Default or Event of Default exist; and Penn Virginia Third Amendment (e) all the representations and warranties contained in the Closing Certificate substantially in the form of Schedule A to the First Amendment to Note Purchase Agreement are true and correct in all material respects with the same force and effect as if made by the Company or the Parent Company, as the case may be, on and as of the date hereof.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PARENT COMPANY. Section 2.1. To induce the Noteholders to execute and deliver this Third First Amendment (which representations shall survive the execution and delivery of this Third First Amendment), the Company and the Parent Company, jointly and severally, represent and warrant to the Noteholders that: (a) this Third First Amendment has been duly authorized, executed and delivered by the Company and the Parent Company it and this Third First Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company and the Parent Company enforceable against them in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;; Penn Virginia First Amendment (b) the Note Purchase Agreements and the Parent Guaranty, as amended by this Third First Amendment, constitute the legal, valid and binding obligations, contracts and agreements of the Company and the Parent Company, as the case may be, enforceable against them it in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; (c) the execution, delivery and performance by the Company and the Parent Company of this Third First Amendment (i) has been duly authorized by all requisite legal action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its operating agreement in the case certificate of the Company and its limited partnership agreement in the case of the Parent Companyincorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon either of them it, or (3) any provision of any material indenture, agreement or other instrument to which the Company or the Parent Company it is a party or by which their its properties or assets are or may be bound, including, without limitation, the Bank Credit Agreement Agreement, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c); (d) as of the date hereof and after giving effect to this Third First Amendment, no Default or Event of Default has occurred and is continuing, nor after giving effect to the transactions contemplated by this Third First Amendment would a Default or Event of Default exist; and Penn Virginia Third Amendmentand (e) all the representations and warranties contained in the Closing Certificate substantially in the form of Schedule A to the First Amendment to Note Purchase Agreement hereto are true and correct in all material respects with the same force and effect as if made by the Company or the Parent Company, as the case may be, on and as of the date hereof.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PARENT COMPANY. Section 2.1. To induce the Noteholders to execute and deliver this Third Fourth Amendment (which representations shall survive the execution and delivery of this Third Fourth Amendment), the Company and the Parent Company, jointly and severally, represent and warrant to the Noteholders that: (a) this Third Fourth Amendment has been duly authorized, executed and delivered by the Company and the Parent Company and this Third Fourth Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company and the Parent Company enforceable against them in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; (b) the Note Purchase Agreements and the Parent GuarantyAgreements, as amended by this Third Fourth Amendment, constitute the legal, valid and binding obligations, contracts and agreements of the Company and the Parent Company, enforceable against them in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;; Penn Virginia Fourth Amendment (c) the execution, delivery and performance by the Company and the Parent Company of this Third Fourth Amendment (i) has been duly authorized by all requisite legal action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its operating agreement in the case of the Company and its limited partnership agreement in the case of the Parent Company, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon either of them them, or (3) any provision of any material indenture, agreement or other instrument to which the Company or the Parent Company is a party or by which their properties or assets are or may be bound, including, without limitation, the Bank Credit Agreement or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c); (d) as of the date hereof and after giving effect to this Third Fourth Amendment, no Default or Event of Default has occurred and is continuing, nor after giving effect to the transactions contemplated by this Third Fourth Amendment would a Default or Event of Default exist; and Penn Virginia Third Amendment; (e) all the representations and warranties contained in the Closing Certificate substantially in the form of Schedule A to the First Amendment to Note Purchase Agreement are true and correct in all material respects with the same force and effect as if made by the Company or the Parent Company, as the case may be, on and as of the date hereof, except to the extent that (i) such representations and warranties expressly relate solely to an earlier date and (ii) such representations and warranties are no longer true and correct in all material respects due solely as a result of actions taken by the Company or the Parent Company in accordance with and permitted by the Note Purchase Agreements; and (f) all requirements of law have been fully complied with and all other acts and things necessary to make this Fourth Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PARENT COMPANY. Section 2.1. To induce the Noteholders to execute and deliver this Third Second Amendment (which representations shall survive the execution and delivery of this Third Second Amendment), the Company and the Parent Company, jointly and severally, represent and warrant to the Noteholders that: (a) this Third Second Amendment has been duly authorized, executed and delivered by the Company and the Parent Company it and this Third Second Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company and the Parent Company enforceable against them in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; (b) the Note Purchase Agreements and the Parent GuarantyAgreements, as amended by this Third Second Amendment, constitute the legal, valid and binding obligations, contracts and agreements of the Company and the Parent Company, enforceable against them in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;; Penn Virginia Second Amendment (c) the execution, delivery and performance by the Company and the Parent Company of this Third Second Amendment (i) has been duly authorized by all requisite legal action and, if required, shareholder member or partner action, (ii) does not require the consent or approval of any governmental or regulatory body or agency agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its operating agreement in the case certificate of the Company and its formation or limited partnership or limited liability company agreement in the case of the Parent Companyor partnership agreement, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon either of them it, or (3) any provision of any material indenture, agreement or other instrument to which the Company or the Parent Company it is a party or by which their its properties or assets are or may be bound, including, without limitation, the Bank Credit Agreement Agreement, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c);; and (d) as of the date hereof and after giving effect to this Third Second Amendment, no Default or Event of Default has occurred and is continuing, nor after giving effect to the transactions contemplated by this Third Second Amendment would a Default or Event of Default exist; and Penn Virginia Third Amendment (e) all the representations and warranties contained in the Closing Certificate substantially in the form of Schedule A to the First Amendment to Note Purchase Agreement are true and correct in all material respects with the same force and effect as if made by the Company or the Parent Company, as the case may be, on and as of the date hereof.