Common use of Seller’s Representation and Warranties Clause in Contracts

Seller’s Representation and Warranties. Seller shall defend, indemnify and hold Buyer harmless from and against any and all claims, actions, loss, cost, damage and expenses (including reasonable attorneys' fees) resulting from any inaccuracy or breach in any of Seller's representations, warranties and covenants in this Agreement. All representations, warranties and covenants made herein by Seller shall be deemed to be repeated as of Closing and shall survive Closing for a period of one (1) year. Seller represents, warrants and covenants to Buyer that: (a) Seller has complete and full authority to execute this Agreement and to convey to Buyer an undivided 40% interest in good and marketable fee simple title to the Property in accordance with this Agreement, the individuals executing this Agreement are authorized to do so, all necessary action has been taken to authorize such execution, and Seller will execute and deliver to Buyer and the Title Company at or prior to Closing, as the case may require, such other documents, instruments, agreements, including but not limited to affidavits and certificates reasonably required (and reasonably satisfactory to Seller) to effectuate the transactions contemplated by this Agreement including, without limitation, evidence of Seller's authority to consummate the sale and the documents and instruments required by the terms of this Agreement. (b) Seller's execution, delivery and consummation of this Agreement is not subject to any consent or approval from or registration with any governmental authority. (c) This agreement has been duly authorized, executed and delivered by Seller is a valid and binding obligation of Seller and is enforceable against Seller in accordance with its terms. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION OF THE PROPERTY CONVEYED HEREBY, INCLUDING, WITHOUT LIMITATION, THE CONFIGURATION, ACREAGE OR SQUARE FOOTAGE OF THE PROPERTY OR THE HABITABILITY, CONDITION OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE, AND BUYER AGREES THAT IT IS PURCHASING THE PROPERTY IN AN "AS-IS" WHERE-IS CONDITION. BUYER FURTHER ACKNOWLEDGES THAT EXCEPT OTHERWISE EXPRESSLY PROVIDED HEREIN: (1)SELLER HAS NO OBLIGATION TO PROVIDE BUYER WITH ANY INFORMATION RELATING TO THE PROPERTY, (2)SELLER DOES NOT GUARANTEE OR REPRESENT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OR REPORTS RELATING TO THE PROPERTY THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER; AND (3)BUYER SHALL RELY ONLY UPON BUYEROS OWN INVESTIGATION OF THE PROPERTY IN DECIDING WHETHER TO PURCHASE THE PROPERTY HEREUNDER.

Seller’s Representation and Warranties. Seller shall defend, indemnify represents and hold warrants to Buyer harmless from and against any and all claims, actions, loss, cost, damage and expenses (including reasonable attorneys' fees) resulting from any inaccuracy or breach in any of Seller's representations, warranties and covenants in this Agreement. All representations, warranties and covenants made herein by Seller shall be deemed to be repeated as of the date hereof, and the Closing and shall survive Closing for a period of one (1) year. Seller represents, warrants and covenants to Buyer Date that: (a) Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Texas, and is duly qualified to carry on its business in those states where they are required to do so; b) Seller has complete all requisite power and full authority to execute carry on its business as presently conducted, to enter into this Agreement and the other documents and agreements contemplated hereby, and to convey to Buyer an undivided 40% interest in good perform its obligations under this Agreement and marketable fee simple title to the Property in accordance with this other documents and agreements contemplated hereby. This Agreement, the individuals executing this Agreement are authorized to do so, and all necessary action has been taken to authorize such execution, and Seller will execute and deliver to Buyer and the Title Company at or prior to Closing, as the case may require, such other documents, instruments, agreements, including but not limited to affidavits and certificates reasonably required (and reasonably satisfactory to Seller) to effectuate the transactions contemplated by this Agreement including, without limitation, evidence of Seller's authority to consummate the sale and the documents and instruments required by the terms of this Agreement. (b) Seller's execution, delivery and consummation of this Agreement is not subject hereunder to any consent or approval from or registration with any governmental authority. (c) This agreement has been duly authorized, be executed and delivered by Seller is a at Closing, constitute legal, valid and binding obligation obligations of Seller and is enforceable against Seller in accordance with its respective terms, subject to applicable bankruptcy and other similar laws of general application with respect to creditors; c) There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by, or to the actual knowledge of Seller, threatened against Seller; d) The execution, delivery and performance of this Agreement and the transaction contemplated hereunder have been duly and validly authorized by all requisite authorizing action, corporate, partnership or otherwise, on the part of Seller; e) No material adverse environmental conditions exist with respect to a Lease. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREINA material adverse environmental condition is one in which Seller is not in material compliance with environmental laws, SELLER MAKES NO REPRESENTATION OR WARRANTYrules, EXPRESS OR IMPLIEDand regulations (“Environmental Laws”) in effect at the Effective Time applicable to the Properties and in which such a failure to comply would adversely affect the value of that Property by more than $30,000 per Defect in the affected Property; and f) No provision exists under any Lease affecting the Property which would have a material adverse economic effect on the exploration or development, WITH RESPECT TO THE CONDITION OF THE PROPERTY CONVEYED HEREBYoperation or use of such property or impair the value thereof to Buyer in any material respect other than permitted encumbrances including, INCLUDING, WITHOUT LIMITATION, THE CONFIGURATION, ACREAGE OR SQUARE FOOTAGE OF THE PROPERTY OR THE HABITABILITY, CONDITION OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE, AND BUYER AGREES THAT IT IS PURCHASING THE PROPERTY IN AN "AS-IS" WHERE-IS CONDITION. BUYER FURTHER ACKNOWLEDGES THAT EXCEPT OTHERWISE EXPRESSLY PROVIDED HEREINbut not limited to: (1)SELLER HAS NO OBLIGATION TO PROVIDE BUYER WITH ANY INFORMATION RELATING TO THE PROPERTYi) lessors’ royalties, overriding royalties, net profits interests, production payments, reversionary interests and similar burdens; (2)SELLER DOES NOT GUARANTEE OR REPRESENT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OR REPORTS RELATING TO THE PROPERTY THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYERii) statutory liens for taxes that are not yet due and payable or that are being contested in good faith in the normal course of business; AND and (3)BUYER SHALL RELY ONLY UPON BUYEROS OWN INVESTIGATION OF THE PROPERTY IN DECIDING WHETHER TO PURCHASE THE PROPERTY HEREUNDERiii) easements, rights of way, servitudes, permits, surface leases and other rights with respect to surface operations, pipelines, grazing, logging, canals, ditches, reservoirs or the like, and easements for streets, alleys, highways, pipelines, telephone lines, power lines, railways and other easements and rights-of-way, on, over or in respect of any of the Properties or any restriction on access thereto that do not materially interfere with the operation or use of the affected Property. A material adverse economic effect or material impairment with respect to such property would adversely affect the value of the Property by more than $30,000 per Defect. g) No contract exists that creates any area of mutual interest or similar provision with respect to the Properties. h) As of the Execution Date there are no actions, suits or proceedings pending by or against Seller with respect to the Properties, or, to Seller’s knowledge, threatened against Seller with respect to the Properties, in each case, in any court, arbitration proceeding or other Dispute resolution venue by or before any Governmental Entity.

Seller’s Representation and Warranties. Seller shall defend, indemnify represents and hold warrants to Buyer harmless from and against any and all claims, actions, loss, cost, damage and expenses (including reasonable attorneys' fees) resulting from any inaccuracy or breach in any of Seller's representations, warranties and covenants in this Agreement. All representations, warranties and covenants made herein by Seller shall be deemed to be repeated the following as of the Effective Date and as of the Closing and shall survive Closing for a period of one (1) year. Seller represents, warrants and covenants to Buyer thatDate: (a) Seller has complete and full authority to execute this Agreement and to convey to Buyer an undivided 40% interest in good and marketable is the owner of fee simple title to the Property and no other party has or claims any right of ownership in accordance with this Agreement, the individuals executing this Agreement are authorized or to do so, all necessary action has been taken to authorize such execution, and Seller will execute and deliver to Buyer and the Title Company at or prior to Closing, as the case may require, such other documents, instruments, agreements, including but not limited to affidavits and certificates reasonably required (and reasonably satisfactory to Seller) to effectuate the transactions contemplated by this Agreement including, without limitation, evidence of Seller's authority to consummate the sale and the documents and instruments required by the terms of this Agreement.possession thereof; (b) Seller's executionThe Property is or at the time of closing will be free and clear of all liens and encumbrances, delivery except for ad valorem taxes for the year of Closing, not yet due and consummation of this Agreement is not subject to any consent or approval from or registration with any governmental authority.payable, and for all subsequent years, and except for Permitted Exceptions; (c) This agreement There are no condemnation or eminent domain proceedings pending, or, to the best of Seller's knowledge, contemplated against the Property or any part thereof, and Seller has been duly authorizedreceived no notice of the desire of any public authority or other entity to make or use the Property or any part thereof; (d) There are no pending, executed and delivered or to the best of Seller's knowledge, threatened suits or proceedings before any court, administrative agency, or other governmental instrumentality against the Seller in connection with, or affecting, any part of the Property which (i) could affect ownership, operation, use, development or occupancy of the Property or any part thereof; or (ii) could prohibit or make unlawful the consummation of the transaction contemplated by this Contract, or render Seller or Buyer unable to consummate the same. Seller shall remain liable post-closing for claims, demands or actions filed subsequent to Closing to the extent such claims are based on facts or a claim occurring or accruing prior to Closing; (e) No representation or warranty by Seller is in this Contract or in any instrument, certificate or written statement furnished to Buyer pursuant hereto, or in connection with the transaction contemplated hereby, contains or will contain any untrue statement of a valid material fact or omit to state a material fact necessary to make the statements contained herein or therein not misleading; (f) There are no construction liens against the Land and, if subsequent to Closing hereunder, any construction or other liens shall be filed against the Property as a result of any actions by or on behalf of the Seller, Seller shall take such action, within ten (10) days after the filing thereof, by bonding, deposit, payment or otherwise, to remove, transfer or satisfy such lien of record against the Property, at Seller's sole cost and binding obligation expense; and (g) There are no contracts or other obligations outstanding for the sale, exchange or other transfer of Seller the Property or any portion thereof. The terms, covenants, agreements, representations and is enforceable against Seller indemnifications set forth in accordance with its terms. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION OF THE PROPERTY CONVEYED HEREBY, INCLUDING, WITHOUT LIMITATION, THE CONFIGURATION, ACREAGE OR SQUARE FOOTAGE OF THE PROPERTY OR THE HABITABILITY, CONDITION OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE, AND BUYER AGREES THAT IT IS PURCHASING THE PROPERTY IN AN "AS-IS" WHERE-IS CONDITION. BUYER FURTHER ACKNOWLEDGES THAT EXCEPT OTHERWISE EXPRESSLY PROVIDED HEREIN: (1)SELLER HAS NO OBLIGATION TO PROVIDE BUYER WITH ANY INFORMATION RELATING TO THE PROPERTY, (2)SELLER DOES NOT GUARANTEE OR REPRESENT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OR REPORTS RELATING TO THE PROPERTY THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER; AND (3)BUYER SHALL RELY ONLY UPON BUYEROS OWN INVESTIGATION OF THE PROPERTY IN DECIDING WHETHER TO PURCHASE THE PROPERTY HEREUNDERthis Subsection shall expressly survive the Closing of the transaction contemplated by this Contract and the delivery of the Deed and shall not be merged therein.

Seller’s Representation and Warranties. Seller shall defend, indemnify Sellers represent and hold warrant to Buyer harmless from and against any and all claims, actions, loss, cost, damage and expenses (including reasonable attorneys' fees) resulting from any inaccuracy or breach in any of Seller's representations, warranties and covenants in this Agreement. All representations, warranties and covenants made herein by Seller shall be deemed to be repeated that as of Closing the date of this Agreement and shall survive Closing for a period as of one (1) year. Seller represents, warrants and covenants to Buyer thatthe Closing: (a) Seller has complete The Trustee is the duly-appointed Chapter 11 Trustee of X.X. Xxxxxxx Company Limited Partnership, a limited partnership duly organized and full authority validly existing under the laws of the State of Delaware, and of X.X. Xxxxxxx, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware; (b) The Trustee is authorized under the Bankruptcy Code to execute carry on the Sellers’ business in the ordinary course. Subject to the Sale Order (defined below) and such other authorization as required by the Bankruptcy Court, the execution and delivery of this Agreement does not, and fulfillment of and compliance with the terms and conditions hereof will not, as of Closing, violate, or be in conflict with, any material provision of Sellers’ governing documents, any material agreements or instrument to convey which either Seller is a party or which Sellers or any Asset may be bound, or by any material laws applicable to Sellers or any Asset; (c) Upon entry of the Sale Order and such other authorizations as required by the Bankruptcy Court, this Agreement constitutes Sellers’ legal, valid and binding obligation, enforceable by its terms; (d) Sellers have not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees relating to this Agreement or the transaction contemplated hereby; (e) Except for the Bankruptcy Case, there is no action, suit or other proceeding pending or threatened (i) that would prevent or impair Sellers’ ability to proceed with the transaction contemplated by this Agreement or (ii) that otherwise relates to the Assets; (f) Sellers have not assigned, granted, or otherwise transferred to any person or entity, affiliated or non-affiliated, any right, title or interest in the Assets. At Closing, Sellers shall not reserve any right, title or interest in the Assets; (g) The Sale Order shall provide for the sale of the Assets to Buyer an undivided 40% interest free and clear of all liens and encumbrances of any kind or nature, except as expressly provided in good this Agreement; (h) Sellers have complied with all notice provisions of the Bankruptcy Code; (i) To the best of Sellers’ knowledge, the Assets are property of the bankruptcy estates of X.X. Xxxxxxx Company Limited Partnership and marketable fee simple X.X. Xxxxxxx, Inc., and title thereto is vested in their respective estates; and (k) Except as previously disclosed to Buyer, to the Property in accordance with this Agreementbest of Sellers’ knowledge, there are no amounts due and owing under the individuals executing this Agreement are authorized to do so, all necessary action has been taken to authorize such execution, and Seller will execute and deliver to Buyer Contracts and the Title Company at Leases which would necessitate payment of a cure amount pursuant to section 365(b) of the Bankruptcy Code. Except for the representations and warranties of Sellers set forth above, Sellers make no representation or prior warranty of any kind with regard to Closing, as the case may require, such other documents, instruments, agreementsAssets, including but not limited to affidavits any restrictions, requirements, costs, constraints or rights associated with the Leases or any particular Asset. It is the express understanding of the Parties that Buyer is a sophisticated operator and certificates reasonably required (owner of mineral interests and reasonably satisfactory Buyer shall solely rely on its expertise and its findings during its due diligence to Seller) to effectuate determine the transactions contemplated by this Agreement including, without limitation, evidence suitability of Seller's authority to consummate the sale and the documents and instruments required by the terms Assets for its purposes. The provisions of this AgreementSection shall survive Closing and delivery of the Assets to the Buyer in the manner provided for herein. (b) Seller's execution, delivery and consummation of this Agreement is not subject to any consent or approval from or registration with any governmental authority. (c) This agreement has been duly authorized, executed and delivered by Seller is a valid and binding obligation of Seller and is enforceable against Seller in accordance with its terms. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION OF THE PROPERTY CONVEYED HEREBY, INCLUDING, WITHOUT LIMITATION, THE CONFIGURATION, ACREAGE OR SQUARE FOOTAGE OF THE PROPERTY OR THE HABITABILITY, CONDITION OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE, AND BUYER AGREES THAT IT IS PURCHASING THE PROPERTY IN AN "AS-IS" WHERE-IS CONDITION. BUYER FURTHER ACKNOWLEDGES THAT EXCEPT OTHERWISE EXPRESSLY PROVIDED HEREIN: (1)SELLER HAS NO OBLIGATION TO PROVIDE BUYER WITH ANY INFORMATION RELATING TO THE PROPERTY, (2)SELLER DOES NOT GUARANTEE OR REPRESENT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OR REPORTS RELATING TO THE PROPERTY THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER; AND (3)BUYER SHALL RELY ONLY UPON BUYEROS OWN INVESTIGATION OF THE PROPERTY IN DECIDING WHETHER TO PURCHASE THE PROPERTY HEREUNDER.

Seller’s Representation and Warranties. Seller shall defendhereby represents and warrants to Purchaser the truth and accuracy on the Effective Date of each of the following: 8.1.1 Seller is a limited liability company duly organized, indemnify validly existing and hold Buyer harmless from in good standing under the laws of the State of Delaware and is authorized to transact business in the State of Illinois and has full power and authority to enter into this Agreement and the Seller Closing Documents and convey the interests in the Purchased Assets owned by it as herein described. 8.1.2 The execution and delivery of this Agreement and consummation of the transactions contemplated hereby are or will be duly authorized by all necessary limited liability company acts on the part of the Seller. 8.1.3 There are no condemnation or eminent domain proceedings or, to Seller’s Actual Knowledge, other litigation or proceeding pending or threatened against Seller with respect to the Property or against any other Purchased Asset, except as disclosed on Exhibit E attached hereto. 8.1.4 Seller has not received written notice of violation of any applicable law, as the same relates to the Property, which violation remains unremedied, except as disclosed on Exhibit E attached hereto. (a) There are no Contracts except those described in Exhibit B attached hereto, (b) The Contracts listed on Exhibit B are in full force and all claimseffect and have not been amended except as disclosed in Exhibit B, actionsand (c) Except as disclosed in Exhibit B, lossneither Seller nor, costto Seller’s Actual Knowledge, damage any other party to any Contract is in default thereunder, to Seller’s Actual Knowledge, no event has occurred which, with the passage of time or giving of notice, or both, could constitute a default under any Contract, and expenses (including reasonable attorneys' fees) resulting from neither Seller nor any inaccuracy other party to any Contract is claiming any such default. 8.1.6 There are no leases, possession agreements or breach other agreements relating to the leasing or occupancy of the Property or any portion thereof except for the Leases identified on the Rent Roll or that will be identified on the Updated Rent Roll. 8.1.7 The Leases listed on the Rent Roll are in any full force and effect. 8.1.8 Rent and other sums payable under the Leases listed on the Rent Roll have been paid in accordance with the terms of Seller's representations, warranties such Leases and covenants in this Agreement. All representations, warranties and covenants no Tenants identified on the Rent Roll have made herein by Seller shall be deemed to be repeated as a payment of Closing and shall survive Closing for a period of rent more than one (1) year. month in advance, except as otherwise disclosed in Exhibit C. 8.1.9 There are no security deposits held by Seller representsunder any of the Leases other than those identified in the Rent Roll or that will be identified on the Updated Rent Roll, warrants and covenants to Buyer that: (a) Seller has complete and full authority to execute this Agreement and to convey to Buyer an undivided 40% interest in good and marketable fee simple title to the Property in accordance with this Agreement, the individuals executing this Agreement are authorized to do so, all necessary action no portion of any such security deposit has been taken applied by Seller against delinquent rent or otherwise to authorize cure a default of a Tenant under any Lease, except as identified on the Rent Roll. 8.1.10 Except as otherwise described in the Rent Roll, neither Seller nor, to Seller’s Actual Knowledge, any of the Tenants under any of the Leases listed on the Rent Roll is in default thereunder as of the date of the Rent Roll, to Seller’s Actual Knowledge, no event has occurred which, with the passage of time or giving of notice, or both, could constitute such executiona default, and neither Seller will execute and deliver to Buyer and the Title Company at or prior to Closing, as the case may require, nor any Tenant is claiming any such other documents, instruments, agreements, including but not limited to affidavits and certificates reasonably required (and reasonably satisfactory to Seller) to effectuate the transactions contemplated by this Agreement including, without limitation, evidence of Seller's authority to consummate the sale and the documents and instruments required by the terms of this Agreementdefault. (b) Seller's execution, delivery and consummation of this Agreement 8.1.11 No Tenant identified on the Rent Roll is not subject entitled to any consent free rent, rent concession, rebate, abatement or approval from set off or registration with any governmental authorityoffset against rent except as disclosed in the Leases or the Rent Roll. (c) This agreement has 8.1.12 No commission is currently due and owing with respect to any of the Leases and no commission shall be due in the future with respect to any of the Leases, except with respect to options to expand or renew in the Lease with Alltel Information Services, Inc. which have not been duly authorized, executed and delivered by Seller is a valid and binding obligation exercised as of Seller and is enforceable against Seller in accordance with its terms. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION OF THE PROPERTY CONVEYED HEREBY, INCLUDING, WITHOUT LIMITATION, THE CONFIGURATION, ACREAGE OR SQUARE FOOTAGE OF THE PROPERTY OR THE HABITABILITY, CONDITION OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE, AND BUYER AGREES THAT IT IS PURCHASING THE PROPERTY IN AN "AS-IS" WHERE-IS CONDITION. BUYER FURTHER ACKNOWLEDGES THAT EXCEPT OTHERWISE EXPRESSLY PROVIDED HEREIN: (1)SELLER HAS NO OBLIGATION TO PROVIDE BUYER WITH ANY INFORMATION RELATING TO THE PROPERTY, (2)SELLER DOES NOT GUARANTEE OR REPRESENT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OR REPORTS RELATING TO THE PROPERTY THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER; AND (3)BUYER SHALL RELY ONLY UPON BUYEROS OWN INVESTIGATION OF THE PROPERTY IN DECIDING WHETHER TO PURCHASE THE PROPERTY HEREUNDERthe Effective Date.