REPRESENTATIONS AND WARRANTIES OF THE DOWN2FISH PARTIES. Section 3.01 Corporate Existence and Power 6 Section 3.02 Due Authorization 6 Section 3.03 Valid Obligation 6 Section 3.04 No Conflict With Other Instruments 6 Section 3.05 Governmental Authorization 6 Section 3.06 Authorized Membership Interests and Capital 7 Section 3.07 Validity of Membership Interests 7 Section 3.08 Title to and Issuance of the Membership Interests 7 Section 3.09 Liabilities 7 Section 3.10 Financial Statements 7 Section 3.11 Subsidiaries 7 Section 3.12 Absence of Certain Changes or Events 7 Section 3.13 Litigation and Proceedings 8 Section 3.14 Compliance With Laws and Regulations 8 Section 3.15 Regulatory Permits 8 Section 3.16 Contracts 8 Section 3.17 Bank Accounts; Power of Attorney 8 Section 3.18 Controls 8 Section 3.19 Intellectual Property 9 Section 3.20 Environmental Laws 9 Section 3.21 Title and Leases 9 Section 3.22 Insurance 9 Section 3.23 Tax Status 9 Section 3.24 Transactions with Affiliates 9 Section 3.25 Foreign Corrupt Practices 9 Section 3.26 Money Laundering 9 Section 3.27 Illegal or Unauthorized Payments; Political Contributions 10 Section 3.28 Investment Company 10 Section 3.29 No Disqualification Events 10 Section 3.30 Approval of Agreement 10 Section 3.31 Disclosure 10 Section 3.32 No Brokers 10
REPRESENTATIONS AND WARRANTIES OF THE DOWN2FISH PARTIES. As an inducement to, and to obtain the reliance of Xxxxxx, the Down2Fish Parties, jointly and severally (other than with respect to the representations and warranties as set forth in Section 3.08 and Section 3.30 which are given by LCF individually, severally and not jointly) represent and warrant to Xxxxxx, as of the Effective Date and as of the Closing Date, except as otherwise specifically set forth, which speak solely with respect to a particular date, and as set forth in the schedules delivered to Arvana on the Effective Date (“Disclosure Schedules”) as follows:
