Common use of Representations General Clause in Contracts

Representations General. Each Party represents to the other Party continuing throughout the term hereof as follows: (i) there are no suits, proceedings, judgments or orders by or before any governmental authority that materially adversely affect its ability to perform this Agreement or the rights of the other Party hereunder, (ii) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and it has the legal right, power and authority and is qualified to conduct its business, and to execute and deliver this Agreement and perform its obligations hereunder, (iii) the making and performance by it of this Agreement is within its powers, has been duly authorized by all necessary action on its part, (iv) this Agreement constitutes a legal, valid and binding act and obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor's rights generally, and with regard to equitable remedies, to the discretion of the court before which proceedings to obtain same may be pending and (v) there are no bankruptcy, insolvency, reorganization, receivership or other arrangement proceedings pending or being contemplated by it. ●Title. Seller hereby warrants and defends title to Seller's Interest in and to the Committed Reserves, the Subject Leases, and Gas delivered by Seller to Buyer, including the right to sell the same, that except as expressly provided herein, no party other than Buyer has any first right of refusal or preferential purchase right pertaining to same, and that the same are free from all production burdens, Gas balancing or deferred production accounts, liens and adverse claims, actions or proceedings. Seller agrees to indemnify, defend and hold harmless Buyer against all Claims arising from or out of any adverse legal claims of any and all persons to or against the Committed Reserves, the Subject Leases, and Gas delivered hereunder or the proceeds from the sale thereof. In the event any such Claim is asserted, Buyer, in addition to all other remedies it may have at law or in equity, may withhold payments up to the amount of such Claim without interest liability. Such withholding of payments as security for the performance of Seller's obligations with respect to such Claim may continue until the Claim has been finally determined or Seller shall have furnished a bond satisfactory to Buyer.