Representations Related to the OMLs, the PSC and the Transferred Contracts. (a) The OMLs, the PSC and Transferred Contracts. Each of the OMLs, the PSC and the Transferred Contracts is valid, binding and in full force and effect in all material respects and enforceable by and against the Allied Parties, as applicable, in accordance with its terms. None of the Allied Parties is in violation of, or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of, or default under), any of the OMLs, the PSC or the Transferred Contracts to which any Allied Party is a party, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in an Allied Material Adverse Effect; and, except as set forth on Allied Disclosure Schedule 4.4(a), to the Allied Parties’ Knowledge, no other Person has violated or breached, or committed any default under, any of the OMLs, the PSC or the Transferred Contracts, except for violations, breaches and defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have an Allied Material Adverse Effect. No party to the OMLs, the PSC or the Transferred Contracts has terminated or, to the Allied Parties’ Knowledge, threatened termination of any of the OMLs, the PSC or the Transferred Contracts with any of the Allied Parties. To the Allied Parties’ Knowledge, no other party to any of the OMLs, the PSC or the Transferred Contracts is in material default thereunder and none of the Allied Parties has received any written notice regarding any actual or possible violation or breach of, or default under, any of the OMLs, the PSC or the Transferred Contracts, except in each such case for defaults, acceleration rights, termination rights and other rights that have not had and would not reasonably be expected to have an Allied Material Adverse Effect. No event or claim of force majeure has occurred under any of the OMLs, the PSC or the Transferred Contract. There have been no written claims by any Governmental Authority to terminate any of the OMLs, the PSC or the Transferred Contracts. To the Allied Parties’ Knowledge, none of the OMLs, the PSC or the Transferred Contracts infringe upon the rights of any third Person.
