REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. Except (a) as set forth in the disclosure letter prepared by the Company and delivered to the Parent Parties at or prior to the execution and delivery of this Agreement (the “Company Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement be cross-referenced); provided, that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company Parties made herein), or (b) as disclosed in the Company SEC Documents publicly filed with, or furnished to the SEC since January 1, 2019 and prior to the date of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its face, the Company Parties hereby jointly and severally represent and warrant to the Parent Parties that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. Each Company Party, jointly and severally, represents and warrants to each Underwriter that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. Except as set forth in the Disclosure Letter, the Company Parties hereby (a) jointly and severally represent and warrant to the Buyer Parties as of the date hereof and (b) shall jointly and severally represent and warrant to the Buyer Parties as of the Closing Date (or, in each case, if made as of a specific date, as of such date), as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. Except (a) as disclosed in the Company SEC Documents furnished or filed prior to the date hereof (other than disclosures in the “Risk Factors” sections of any such filings and any disclosure of risks or other matters included in any “forward-looking statements” disclaimer or other statements that are cautionary, predictive or forward-looking in nature), or (b) as disclosed in the separate disclosure letter which has been delivered by the Company to Parent in connection with the execution and delivery of this Agreement, including the documents attached to or incorporated by reference in such disclosure letter (the “Company Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall also be deemed to be disclosed with respect to any other section or subsection in this Agreement to which the relevance of such item is reasonably apparent on the face of such disclosure), the Company and the Partnership hereby jointly and severally represent and warrant to Parent, Merger Sub I and Merger Sub II as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. 19 Section 4.1 Organization, Standing and Power 19 Section 4.2 Capital Structure 20 Section 4.3 Authority; No Violations; Consents and Approvals 21 Section 4.4 Consents 23 Section 4.5 Company SEC Documents; Financial Statements 23 Section 4.6 Absence of Certain Changes or Events 24 Section 4.7 No Undisclosed Material Liabilities 25 Section 4.8 Information Supplied 25 Section 4.9 Company Permits; Compliance with Applicable Law 25 Section 4.10 Compensation; Benefits 26 Section 4.11 Labor Matters 28 Section 4.12 Taxes 29 Section 4.13 Litigation 30 Section 4.14 Intellectual Property 31 Section 4.15 Information Technology and Data Matters 31 Section 4.16 Real Property 32 Section 4.17 Rights-of-Way 32 Section 4.18 Oil and Gas Matters 33 Section 4.19 Environmental Matters 35 Section 4.20 Material Contracts 36 Section 4.21 Insurance 38 Section 4.22 Derivative Transactions and Hedging 39 Section 4.23 Opinion of Financial Advisor 39 Section 4.24 Brokers 39 Section 4.25 Related Party Transactions 39 Section 4.26 Regulatory Matters. 40 Section 4.27 Takeover Laws 40 Section 4.28 Tax Treatment 40 Section 4.29 No Additional Representations 40
REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. Each of the Company Parties, jointly and severally, represent and warrant as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. The Company Parties jointly and severally represent and warrant to the Purchaser that, except as expressly set forth in the Disclosure Schedules (the "Disclosure Schedules"):
REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. Each Company Party hereby represents and warrants to the Investor Parties as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. 19 Section 4.1 Organization, Standing and Power 20 Section 4.2 Capital Structure 20 Section 4.3 Authority; No Violations; Consents and Approvals 22 Section 4.4 Consents 23 Section 4.5 Company SEC Documents; Financial Statements 23 Section 4.6 Absence of Certain Changes or Events 25 Section 4.7 No Undisclosed Material Liabilities 25 Section 4.8 Information Supplied 25 Section 4.9 Company Permits; Compliance with Applicable Law 26 Section 4.10 Compensation; Benefits 26 Section 4.11 Labor Matters 28 Section 4.12 Taxes 30 Section 4.13 Litigation 31 Section 4.14 Intellectual Property 31 Section 4.15 Information Technology and Data Matters 32 Section 4.16 Real Property 33 Section 4.17 Rights-of-Way 33 Section 4.18 Oil and Gas Matters 34 Section 4.19 Environmental Matters 37 Section 4.20 Material Contracts 37 Section 4.21 Insurance 40 Section 4.22 Derivative Transactions and Hedging 40 Section 4.23 Opinion of Financial Advisor 41 Section 4.24 Brokers 41 Section 4.25 Related Party Transactions 41 Section 4.26 Regulatory Matters 41 Section 4.27 Takeover Laws 41 Section 4.28 Tax Treatment 42 Section 4.29 No Additional Representations 42 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PARENT PARTIES 43 Section 5.1 Organization, Standing and Power 43 Section 5.2 Capital Structure 43 Section 5.3 Authority; No Violations; Consents and Approvals 45 Section 5.4 Consents 46 Section 5.5 Parent SEC Documents; Financial Statements 47 Section 5.6 Absence of Certain Changes or Events 48 Section 5.7 No Undisclosed Material Liabilities 48 Section 5.8 Information Supplied 49 Section 5.9 Parent Permits; Compliance with Applicable Law 49 Section 5.10 Compensation; Benefits 50 Section 5.11 Labor Matters 51 Section 5.12 Taxes 52 Section 5.13 Litigation 53 Section 5.14 Real Property 53 Section 5.15 Rights-of-Way 54 Section 5.16 Oil and Gas Matters 54 Section 5.17 Environmental Matters 57 Section 5.18 Material Contracts 58 Section 5.19 Insurance 60 Section 5.20 Derivative Transactions and Hedging 60 Section 5.21 Opinion of Financial Advisor 60 Section 5.22 Brokers 60 Section 5.23 Related Party Transactions 61 Section 5.24 Business Conduct 61 Section 5.25 Regulatory Matters 61 Section 5.26 Takeover Laws 61 Section 5.27 Tax Treatment 62 Section 5.28 Financing 62 Section 5.29 Ownership of Company Capital Stock 62 Section 5.30 Production 62 Section 5.31 No Additional Representations 62 -ii- ARTICLE VI COVENANTS AND AGREEMENTS 63 Section 6.1 Conduct of the Company Business Pending the Merger...
REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES. Except (x) as disclosed in the Company Disclosure Schedule (it being acknowledged and agreed that disclosure of any item in any Part or sub-Part of the Company Disclosure Schedule shall be deemed disclosed with respect to any other Part or sub-Part of the Company Disclosure Schedule to the extent that the relevance of any disclosed event, item or occurrence in the Company Disclosure Schedule to such other Part or sub-Part is reasonably apparent on its face as to matters and items that are the subject of the corresponding representation or warranty in this Agreement), and (y) as set forth in the Company SEC Documents furnished or filed with the SEC prior to the date hereof to the extent it is reasonably apparent that any such disclosure set forth in such Company SEC Documents would qualify the representations and warranties contained herein, and further excluding from the Company SEC Documents any risk factor disclosures, disclosures about market risk or other cautionary, predictive or forward-looking disclosures contained therein (other than those disclosures which relate to specific historical events or circumstances affecting the Company), the Company Parties jointly and severally represent and warrant to the Parent Parties as follows:
