Common use of Representations and Warranties of the Enron Parties Clause in Contracts

Representations and Warranties of the Enron Parties. Subject only to the approval of the Court as set forth in paragraph 7 hereof, the Enron Parties hereby severally represent and warrant to the other Parties hereto as follows: (a) Each Enron Party is duly formed, validly existing, and in good standing under the laws of the jurisdiction of its organization, and has all requisite powers, licenses, consents, authorizations, and approvals required to carry on its business as currently conducted. (b) Each Enron Party has the organizational power and authority to execute and deliver this Agreement, and to perform and consummate the transactions contemplated hereby. Each Enron Party has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby, including obtaining Bankruptcy Court Approval. This Agreement has been duly authorized, executed, and delivered by, and is enforceable against each Enron Party. (c) The execution and the delivery of this Agreement by each Enron Party and the performance and consummation of the transactions contemplated hereby by each Enron Party will not (i) breach any law or order to which any Enron Party is subject or any provision of any Enron Party’s organizational documents, (ii) breach any contract, order, or permit to which any Enron Party is a party or by which any Enron Party is bound or to which any Enron Party’s assets is subject, or (iii) except for Bankruptcy Court Approval, require any consent or authorization from any third party. (d) In connection with the transactions contemplated by this Agreement, each of the Enron Parties has been represented by competent legal counsel and such transactions, as evidenced hereby, are the result of good faith, arms-length negotiations among the Parties hereto. (e) Each Enron Party (i) understands that the Notes are not and will not be registered under the Securities Act of 1933 (the “Securities Act”), or under any state securities laws, are being offered and sold in reliance upon certain federal and state exemptions, and may not be sold or transferred by the holder of such Note in the absence of an effective registration statement under the Securities Act, the availability of an exemption from registration thereunder as reasonably determined by El Paso, or as otherwise expressly provided for herein, (ii) is sophisticated with knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of investment in the Notes, (iii) is able to bear the economic risk and lack of liquidity inherent in holding the Notes, (iv) is an “accredited investor” as defined in Regulation D promulgated under the Securities Act, and (v) acknowledges and understands, in light of the pending restatement of El Paso’s financial statements, that it cannot rely on El Paso’s previously filed periodic reports; has had access to and reviewed El Paso’s other filings with the Securities and Exchange Commission; has had the opportunity to ask questions of El Paso and obtain additional information as desired to evaluate the merits and risks inherent in holding the Notes and all such questions have been answered to each Enron Party’s full satisfaction and has received (or been provided access to) all requested additional information concerning its investment in the Notes; and does not desire any further information or data concerning El Paso. (f) Trutta is acquiring the Trutta Note for its own account and not with a view to the sale or distribution thereof within the meanings of the Securities Act.

Representations and Warranties of the Enron Parties. Subject only to the approval of the Court as set forth in paragraph 7 hereof, the The Enron Parties hereby severally represent and warrant to the other Parties hereto as followsthat: (a) Each Enron Party is duly formedthey have not assigned, validly existinghypothecated or otherwise alienated any claims, and in good standing under rights or causes of action to be released on the laws of the jurisdiction of its organization, and has all requisite powers, licenses, consents, authorizations, and approvals required to carry on its business Closing Date as currently conducted.contemplated by this Agreement nor any part thereof; (b) Each subject to the entry of a Final Enron Order, the applicable Enron Party has the organizational absolute and unrestricted right, power and authority to execute and deliver this Agreementeach of the Enron Documents, and to perform its respective obligations hereunder and consummate thereunder and to release the transactions contemplated hereby. Each claims specified in Section 8(a) above; (c) subject to the entry of a Final Enron Party has taken all actions necessary to authorize Order, upon the execution and delivery of this Agreementsuch documents, each of the Enron Documents will constitute legal, valid and binding obligations of the Enron Parties party thereto, in accordance with their respective terms; (d) subject to the entry of a Final Enron Order, neither the execution and delivery of any Enron Document nor the consummation or performance of its obligations hereunder, and the consummation of the transactions contemplated hereby, including obtaining Bankruptcy Court Approval. This Agreement has been duly authorized, executed, and delivered by, and is enforceable against each Enron Party. (c) The execution and the delivery of this Agreement by each Enron Party and the performance and consummation any of the transactions contemplated hereby by each Enron Party and thereby will not give any person the right to prevent, delay or otherwise interfere with any of the contemplated transactions pursuant to (i) breach any law provision of the charter, bylaws, or other constituent documents of the Enron Parties, (ii) any resolution adopted by the stockholders, the Board of Directors, or any committee thereof, of the Enron Parties, (iii) any legal requirement or order to which any Enron Party is may be subject or (iv) any provision of any Enron Party’s organizational documents, (ii) breach any contract, order, or permit to contract which any Enron Party is a party has executed or by which an Enron Party may be bound, subject to the right of any party-in-interest to appear and be heard pursuant to section 1109 of the Bankruptcy Code to object to the approval of any Enron Document; (e) the applicable boards of directors of the Enron Parties have authorized the execution and delivery of the Enron Documents; and (f) no promise or agreement which is not expressed herein or in the other Settlement Documents has been made to any Enron Party is bound or to which any Enron Party’s assets is subject, or (iii) except for Bankruptcy Court Approval, require any consent or authorization from any third party. (d) In connection with the transactions contemplated by this Agreement, in executing each of the Enron Parties has been represented by competent legal counsel and such transactions, as evidenced hereby, are the result of good faith, arms-length negotiations among the Parties hereto. (e) Each Enron Party (i) understands that the Notes are not and will not be registered under the Securities Act of 1933 (the “Securities Act”), or under any state securities laws, are being offered and sold in reliance upon certain federal and state exemptionsDocuments, and may not be sold or transferred by the holder of such Note in the absence of an effective registration statement under the Securities Act, the availability of an exemption from registration thereunder as reasonably determined by El Paso, or as otherwise expressly provided for herein, (ii) is sophisticated with knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of investment in the Notes, (iii) is able to bear the economic risk and lack of liquidity inherent in holding the Notes, (iv) is an “accredited investor” as defined in Regulation D promulgated under the Securities Act, and (v) acknowledges and understands, in light none of the pending restatement Enron Parties is relying upon any statement or representation of El Paso’s financial statements, that it cannot rely on El Paso’s previously filed periodic reports; has had access to and reviewed El Paso’s other filings with the Securities and Exchange Commission; has had the opportunity to ask questions of El Paso and obtain additional information as desired to evaluate the merits and risks inherent in holding the Notes and all such questions have been answered to each Enron Party’s full satisfaction and has received (or been provided access to) all requested additional information concerning its investment in the Notes; and does not desire any further information or data concerning El Paso. (f) Trutta is acquiring the Trutta Note for its own account and not with a view to the sale or distribution thereof within the meanings agent of the Securities ActEOTT Parties.

Representations and Warranties of the Enron Parties. Subject only to the approval of the Court as set forth in paragraph 7 hereof, the Enron Parties hereby severally represent and warrant to the other Parties hereto as follows: (a) Each Enron Party is duly formed, validly existing, and in good standing under the laws of the jurisdiction of its organization, and has all requisite powers, licenses, consents, authorizations, and approvals required to carry on its business as currently conducted. (b) Each Enron Party has the organizational power and authority to execute and deliver this Agreement, and to perform and consummate the transactions contemplated hereby. Each Enron Party has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby, including obtaining Bankruptcy Court Approval. This Agreement has been duly authorized, executed, and delivered by, and is enforceable against each Enron Party. (c) The execution and the delivery of this Agreement by each Enron Party and the performance and consummation of the transactions contemplated hereby by each Enron Party will not (i) breach any law or order to which any Enron Party is subject or any provision of any Enron Party’s 's organizational documents, (ii) breach any contract, order, or permit to which any Enron Party is a party or by which any Enron Party is bound or to which any Enron Party’s 's assets is subject, or (iii) except for Bankruptcy Court Approval, require any consent or authorization from any third party. (d) In connection with the transactions contemplated by this Agreement, each of the Enron Parties has been represented by competent legal counsel and such transactions, as evidenced hereby, are the result of good faith, arms-length negotiations among the Parties hereto. (e) Each Enron Party (i) understands that the Notes are not and will not be registered under the Securities Act of 1933 (the “Securities Act”"SECURITIES ACT"), or under any state securities laws, are being offered and sold in reliance upon certain federal and state exemptions, and may not be sold or transferred by the holder of such Note in the absence of an effective registration statement under the Securities Act, the availability of an exemption from registration thereunder as reasonably determined by El Paso, or as otherwise expressly provided for herein, (ii) is sophisticated with knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of investment in the Notes, (iii) is able to bear the economic risk and lack of liquidity inherent in holding the Notes, (iv) is an “"accredited investor” " as defined in Regulation D promulgated under the Securities Act, and (v) acknowledges and understands, in light of the pending restatement of El Paso’s 's financial statements, that it cannot rely on El Paso’s 's previously filed periodic reports; has had access to and reviewed El Paso’s 's other filings with the Securities and Exchange Commission; has had the opportunity to ask questions of El Paso and obtain additional information as desired to evaluate the merits and risks inherent in holding the Notes and all such questions have been answered to each Enron Party’s 's full satisfaction and has received (or been provided access to) all requested additional information concerning its investment in the Notes; and does not desire any further information or data concerning El Paso. (f) Trutta is acquiring the Trutta Note for its own account and not with a view to the sale or distribution thereof within the meanings of the Securities Act.

Representations and Warranties of the Enron Parties. Subject only to the approval of the Court as set forth in paragraph 7 hereof, the Enron Parties hereby severally represent and warrant to the other Parties hereto as follows: (a) Each Enron Party is duly formed, validly existing, and in good standing under the laws of the jurisdiction of its organization, and has all requisite powers, licenses, consents, authorizations, and approvals required to carry on its business as currently conducted. (b) Each Enron Party has the organizational power and authority to execute and deliver this Agreement, and to perform and consummate the transactions contemplated hereby. Each Enron Party has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby, including obtaining Bankruptcy Court Approval. This Agreement has been duly authorized, executed, and delivered by, and is enforceable against each Enron Party. (c) The execution and the delivery of this Agreement by each Enron Party and the performance and consummation of the transactions contemplated hereby by each Enron Party will not (i) breach any law or order to which any Enron Party is subject or any provision of any Enron Party’s 's organizational documents, (ii) breach any contract, order, or permit to which any Enron Party is a party or by which any Enron Party is bound or to which any Enron Party’s 's assets is subject, or (iii) except for Bankruptcy Court Approval, require any consent or authorization from any third party. (d) In connection with the transactions contemplated by this Agreement, each of the Enron Parties has been represented by competent legal counsel and such transactions, as evidenced hereby, are the result of good faith, arms-length negotiations among the Parties hereto. (e) Each Enron Party (i) understands that the Notes are not and will not be registered under the Securities Act of 1933 (the “Securities Act”"SECURITIES ACT"), or under any state securities laws, are being offered and sold in reliance upon certain federal and state exemptions, and may not be sold or transferred by the holder of such Note in the absence of an effective registration statement under the Securities Act, the availability of an exemption from registration thereunder as reasonably determined by El Paso, or as otherwise expressly provided for herein, (ii) is sophisticated with knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of investment in the Notes, (iii) is able to bear the economic risk and lack of liquidity inherent in holding the Notes, (iv) is an “"accredited investor” " as defined in Regulation D promulgated under the Securities Act, and and (v) acknowledges and understands, in light of the pending restatement of El Paso’s 's financial statements, that it cannot rely on El Paso’s 's previously filed periodic reports; has had access to and reviewed El Paso’s 's other filings with the Securities and Exchange Commission; has had the opportunity to ask questions of El Paso and obtain additional information as desired to evaluate the merits and risks inherent in holding the Notes and all such questions have been answered to each Enron Party’s 's full satisfaction and has received (or been provided access to) all requested additional information concerning its investment in the Notes; and does not desire any further information or data concerning El Paso. (f) Trutta is acquiring the Trutta Note for its own account and not with a view to the sale or distribution thereof within the meanings of the Securities Act.