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

Seller’s Warranties and Representations. To the best of Seller’s knowledge, without further investigation, Seller warrants, covenants and represents to Buyer as follows, all of which warranties, covenants and representations are and shall be true and correct as of the date of this Agreement : (a) There are no leases, tenancies, licenses or other rights of occupancy or use for any portion of the Premises, other than an existing farm lease. (b) No assessments for public improvements have been made against the Premises or the road beds which abut it which remain unpaid, and Seller has no knowledge and has received no notice of any proposed assessment for public improvements. There is no proceeding pending relating to the assessed valuation of any portion of the Premises. (c) Seller has no knowledge of any actions, suits, or proceedings pending or threatened against, or affecting the Premises or any portion thereof, or relating to or arising out of the ownership, management, operation or occupancy of the Premises. (d) Seller has no knowledge of any violations of any federal, state, county or municipal laws, ordinances, orders, regulations or requirements affecting any portion of the Premises. Seller has not received any notice of any such violation from any governmental authority. (e) Seller is not a foreign person under the meaning of the Foreign Investor Premises Transfer Act. (f) Seller represents and warrants that, to the best of Seller’s knowledge, there are no underground fuel storage containers or tanks located on or under the Premises, such warranty to survive settlement. (g) Except as set forth in subparagraphs (a) through (f), Seller is not making and specifically disclaims any warranties or representations of any kind or character, express or implied, with respect to the economical, functional, environmental or physical condition of the Premises, including, but not limited to, warranties or representations as to zoning, tax consequences, physical or environmental conditions, availability of access, ingress or egress, operating history or projections, valuation, governmental approvals, governmental regulations or any other matter or thing relating to or affecting the economical, functional, environmental or physical condition of the Premises including, without limitation: (i) the value, condition, merchantability, marketability, profitability, suitability or fitness of a particular use, habitability or purpose of the Premises, (ii) the manner or quality of the construction or materials incorporated into any of the Premises and (iii) the manner, quality, state of repair or lack of repair of the Premises. Buyer agrees that with respect to the Premises, Buyer has not relied upon and will not rely upon, either directly or indirectly, any representation or warranty of Seller or any agent of Seller. Buyer represents that Buyer is a knowledgeable purchaser of real estate and that Buyer is relying solely on Buyer’s own expertise and that of Buyer’s consultants and that Buyer has, or will have, conducted such inspections and investigations of the Premises, including, but not limited to, the physical and environmental condition thereof, and shall rely upon same, and upon closing, shall assume the risk that adverse matters, including, but not limited to, adverse physical and environmental conditions, may not have been revealed by Buyer’s inspections and investigations. Buyer acknowledges and agrees that upon closing, Seller shall sell and convey to Buyer and Buyer shall accept the Premises in its “as is” condition as of the date hereof, ordinary wear and tear excepted, with all faults, and there are no oral agreements, warranties or representations, collateral to or affecting the Premises by Seller, any agent of Seller or any third party.

Seller’s Warranties and Representations. To the best of Seller’s knowledge, without further investigation, Seller warrants, covenants and represents to Buyer as follows, all of which warranties, covenants and representations are and shall be true and correct as of the date of this Agreement and as of the date of settlement: (a) There are no leases, tenancies, licenses or other rights of occupancy or use for any portion of the Premises, other than an existing farm lease. (b) No assessments for public improvements have been made against the Premises or the road beds which abut it which remain unpaid, and Seller has no knowledge and has received no notice of any proposed assessment for public improvements. There is no proceeding pending relating to the assessed valuation of any portion of the Premises. (c) Seller has no knowledge of any actions, suits, or proceedings pending or threatened against, or affecting the Premises or any portion thereof, or relating to or arising out of the ownership, management, operation or occupancy of the Premises. (d) Seller has no knowledge of any violations of any federal, state, county or municipal laws, ordinances, orders, regulations or requirements affecting any portion of the Premises. Seller has not received any notice of any such violation from any governmental authority. (e) Seller is not a foreign person under the meaning of the Foreign Investor Premises Transfer Act. (f) Seller represents and warrants that, to the best of Seller’s knowledge, there are no underground fuel storage containers or tanks located on or under the Premises, such warranty to survive settlement. (g) Except as set forth in subparagraphs (a) through (f), Seller is not making and specifically disclaims any warranties or representations of any kind or character, express or implied, with respect to the economical, functional, environmental or physical condition of the Premises, including, but not limited to, warranties or representations as to zoning, tax consequences, physical or environmental conditions, availability of access, ingress or egress, operating history or projections, valuation, governmental approvals, governmental regulations or any other matter or thing relating to or affecting the economical, functional, environmental or physical condition of the Premises including, without limitation: (i) the value, condition, merchantability, marketability, profitability, suitability or fitness of a particular use, habitability or purpose of the Premises, (ii) the manner or quality of the construction or materials incorporated into any of the Premises and (iii) the manner, quality, state of repair or lack of repair of the Premises. Buyer agrees that with respect to the Premises, Buyer has not relied upon and will not rely upon, either directly or indirectly, any representation or warranty of Seller or any agent of Seller. Buyer represents that Buyer is a knowledgeable purchaser of real estate and that Buyer is relying solely on Buyer’s own expertise and that of Buyer’s consultants and that Buyer has, or will have, conducted such inspections and investigations of the Premises, including, but not limited to, the physical and environmental condition thereof, and shall rely upon same, and upon closing, shall assume the risk that adverse matters, including, but not limited to, adverse physical and environmental conditions, may not have been revealed by Buyer’s inspections and investigations. Buyer acknowledges and agrees that upon closing, Seller shall sell and convey to Buyer and Buyer shall accept the Premises in its “as is” condition as of the date hereof, ordinary wear and tear excepted, with all faults, and there are no oral agreements, warranties or representations, collateral to or affecting the Premises by Seller, any agent of Seller or any third party.

Seller’s Warranties and Representations. To the best of Seller’s 's knowledge, without further investigation, Seller warrants, covenants and represents to Buyer as follows, all of which warranties, covenants and representations are and shall be true and correct as of the date of this Agreement and as of the date of settlement: (a) There are no leases, tenancies, licenses or other rights of occupancy or use for any portion of the Premises, other than an existing farm lease. (b) No assessments for public improvements have been made against the Premises or the road beds which abut it which remain unpaid, and Seller has no knowledge and has received no notice of any proposed assessment for public improvements. There is no proceeding pending relating to the assessed valuation of any portion of the Premises. (c) Seller has no knowledge of any actions, suits, or proceedings pending or threatened against, or affecting the Premises or any portion thereof, or relating to or arising out of the ownership, management, operation or occupancy of the Premises. (d) Seller has no knowledge of any violations of any federal, state, county or municipal laws, ordinances, orders, regulations or requirements affecting any portion of the Premises. Seller has not received any notice of any such violation from any governmental authority. (e) Seller is not a foreign person under the meaning of the Foreign Investor Premises Transfer Act. (ft) Seller represents and warrants that, to the best of Seller’s 's knowledge, there are no underground fuel storage containers or tanks located on or under the Premises, such warranty to survive settlement. (g) Except as set forth in subparagraphs (a) through (ft), Seller is not making and specifically disclaims any warranties or representations of any kind or character, express or implied, with respect to the economical, functional, environmental or physical condition of the Premises, including, but not limited to, warranties or representations as to zoning, tax consequences, physical or environmental conditions, availability of access, ingress or egress, operating history or projections, valuation, governmental approvals, governmental regulations or any other matter or thing relating to or affecting the economical, functional, environmental or physical condition of the Premises including, without limitation: (i) the value, condition, merchantability, marketability, profitability, suitability or fitness of a particular use, habitability or purpose of the Premises, (ii) the manner or quality of the construction or materials incorporated into any of the Premises and (iii) the manner, quality, state of repair or lack of repair of the Premises. Buyer Xxxxx agrees that with respect to the Premises, Buyer Xxxxx has not relied upon and will not rely upon, either directly or indirectly, any representation or warranty of Seller or any agent of Seller. Buyer represents that Buyer is a knowledgeable purchaser of real estate and that Buyer Xxxxx is relying solely on Buyer’s 's own expertise and that of Buyer’s 's consultants and that Buyer has, or will have, conducted such inspections and investigations of the Premises, including, including but not limited to, to the physical and environmental condition thereof, . and shall rely upon same, and upon closing, closing shall assume the risk that adverse matters, including, but not limited to, adverse physical and environmental conditions, may not have been revealed by Buyer’s Xxxxx's inspections and investigations. Buyer Xxxxx acknowledges and agrees that upon closing, . Seller shall sell and convey to Buyer and Buyer shall accept the Premises in its “"as is” " condition as of the date hereof, hereof ordinary wear and tear excepted, with all faults, and there are no oral agreements, warranties or representations, collateral to or affecting the Premises by Seller, any agent of Seller or any third party.

Seller’s Warranties and Representations. Seller warrants and represents as of the date of Seller’s execution of this Agreement and as of each date through and including the Closing that: a. To the best of Seller’s knowledge there are no pending or threatened litigation, liens, judgments, violations, governmental investigations, condemnation or eminent domain actions, or other proceedings or actions which may adversely affect Seller’s ability to perform this Agreement or which may affect all or a portion of the Premises; and b. To the best of Seller’s knowledge, without further investigationno hazardous or toxic wastes, substances, matters or materials, including but not limited to lead paint (in any location other than the farmhouse and barn), asbestos or any material or substance defined as hazardous or toxic from time to time by applicable state, local and federal law, are stored or otherwise located on any portion of the Premises or any adjacent property owned by Seller. c. Seller warrantsrepresents, covenants and represents warrants to Buyer as followsthat Seller has the legal right, power and authority to enter into this Agreement and to perform all of which warrantiesits obligations hereunder, and the execution and delivery of this Agreement and the performance of its obligations hereunder: (i) have been duly authorized by all requisite corporate action; and (ii) will not conflict with, or result in a breach of, any of the terms, covenants and provisions of the bylaws or articles of incorporation of Buyer or any law, regulation, order, judgment, writ, injunction or decree of any court or governmental authority, or any agreement or instrument to which Seller is a party or by which it is bound. Seller shall immediately disclose any changes in any of the Seller’s warranties and representations are set forth in this Agreement, and in the event of any change, Buyer may, at its election, terminate this Agreement in which case the Deposit shall be true promptly returned to Buyer and correct the parties shall be relieved of all further obligations under this Agreement except for such obligations as by their terms are to survive termination of the Agreement. Xxxxx’s performance under this Agreement is conditioned upon the truth and accuracy of Seller’s warranties and representations expressed herein as of the date of Seller’s execution of this Agreement : (a) There are no leases, tenancies, licenses or other rights of occupancy or use for any portion and as of the PremisesClosing. All warranties and representations expressed herein shall survive the Closing and any termination of this Agreement. Xxxxxx agrees to indemnify, other than an existing farm lease. defend and hold harmless Buyer from and against any liability, cost, damage, loss, claim, expense or cause of action (b) No assessments for public improvements have been made against the Premises or the road beds which abut it which remain unpaid, and Seller has no knowledge and has received no notice of any proposed assessment for public improvements. There is no proceeding pending relating to the assessed valuation of any portion of the Premises. (c) Seller has no knowledge of any actions, suits, or proceedings pending or threatened against, or affecting the Premises or any portion thereof, or relating to or arising out of the ownership, management, operation or occupancy of the Premises. (d) Seller has no knowledge of any violations of any federal, state, county or municipal laws, ordinances, orders, regulations or requirements affecting any portion of the Premises. Seller has not received any notice of any such violation from any governmental authority. (e) Seller is not a foreign person under the meaning of the Foreign Investor Premises Transfer Act. (f) Seller represents and warrants that, to the best of Seller’s knowledge, there are no underground fuel storage containers or tanks located on or under the Premises, such warranty to survive settlement. (g) Except as set forth in subparagraphs (a) through (f), Seller is not making and specifically disclaims any warranties or representations of any kind or character, express or implied, with respect to the economical, functional, environmental or physical condition of the Premises, including, but not limited to, attorneys’ fees and costs) incurred by or threatened against Buyer as a result of any breach by Seller of any of Seller’s warranties or representations as to zoning, tax consequences, physical or environmental conditions, availability of access, ingress or egress, operating history or projections, valuation, governmental approvals, governmental regulations or any other matter or thing relating to or affecting contained in this Agreement. The foregoing indemnification obligations shall survive the economical, functional, environmental or physical condition of the Premises including, without limitation: (i) the value, condition, merchantability, marketability, profitability, suitability or fitness of a particular use, habitability or purpose of the Premises, (ii) the manner or quality of the construction or materials incorporated into any of the Premises and (iii) the manner, quality, state of repair or lack of repair of the Premises. Buyer agrees that with respect to the Premises, Buyer has not relied upon and will not rely upon, either directly or indirectly, any representation or warranty of Seller or any agent of Seller. Buyer represents that Buyer is a knowledgeable purchaser of real estate and that Buyer is relying solely on Buyer’s own expertise and that of Buyer’s consultants and that Buyer has, or will have, conducted such inspections and investigations of the Premises, including, but not limited to, the physical and environmental condition thereof, and shall rely upon same, and upon closing, shall assume the risk that adverse matters, including, but not limited to, adverse physical and environmental conditions, may not have been revealed by Buyer’s inspections and investigations. Buyer acknowledges and agrees that upon closing, Seller shall sell and convey to Buyer and Buyer shall accept the Premises in its “as is” condition as of the date hereof, ordinary wear and tear excepted, with all faults, and there are no oral agreements, warranties or representations, collateral to or affecting the Premises by Seller, any agent of Seller or any third partyClosing.

Seller’s Warranties and Representations. Seller warrants and represents on its own behalf to Purchaser as follows: (1) Trio is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of California. Trio has all requisite power and authority under the laws of the State California to make the sale, assignment and conveyance as set forth in this Agreement. Trio has obtained full requisite authority of its members, managers and officers to enter into this Agreement for the sale, transfer, conveyance and assignment of the Assets to Purchaser, and when executed by Trio this Agreement shall constitute a fully binding obligation of Trio. Trio has paid, or shall pay prior to the Effective Date, all taxes of every kind whatsoever owed by Trio on account of Trio’s undivided ownership interest in the Assets and the production of oil, gas, hydrocarbons and other mineral substances therefrom, including, but not limited to ad valorem taxes, property taxes, production taxes and sales and use taxes. Trio is the sole owner of Trio’s undivided fractional ownership interest in the Assets, and no other person, firm or entity has any claim, right, or title to, or interest in the Assets being sold. The undivided interests in the Assets being sold are free and clear of all liens, mortgages, security interests or other similar encumbrances, including but not limited to oil and gas liens and/or mechanic’s liens, production payments, net profits, or other similar contingent liabilities, created by, through or under Trio. (2) To the best of Seller’s knowledge, without further investigation, Seller warrants, covenants and represents to Buyer as follows, all of the Oil and Gas Leases are in full force and effect, are valid and subsisting leases covering the entire estate which warrantiesthey purport to cover, covenants and representations are all rentals, royalties and shall be true other monetary obligations due thereunder have been fully, properly and correct as of the date of this Agreement : (a) There are no leases, tenancies, licenses or other rights of occupancy or use for any portion of the Premises, other than an existing farm leasetimely paid. (b3) No assessments for public improvements have been made against the Premises or the road beds which abut it which remain unpaid, and Seller has no knowledge and has received no notice of any proposed assessment for public improvements. There is no proceeding pending relating to the assessed valuation of any portion of the Premises. (c) Seller has no knowledge of any actions, suits, or proceedings pending or threatened against, or affecting the Premises or any portion thereof, or relating to or arising out of the ownership, management, operation or occupancy of the Premises. (d) Seller has no knowledge of any violations of any federal, state, county or municipal laws, ordinances, orders, regulations or requirements affecting any portion of the Premises. Seller has not received any notice of any such violation from any governmental authority. (e) Seller is not a foreign person under the meaning of the Foreign Investor Premises Transfer Act. (f) Seller represents and warrants that, to the best of To Seller’s knowledge, there are no underground fuel storage containers undischarged obligations of Seller affecting the Assets being sold pursuant to this Agreement, including but not limited to royalty and overriding royalty payments due on account of the production of oil and gas or tanks located on or other minerals from the Assets, other than such ordinary and usual obligations that may accrue and become due and owing under the Premises, such warranty to survive settlementJOA which governs the conduct of all operations of the Assets. (g4) Except as set forth To Seller’s knowledge, all ad valorem, property, production, severance and similar taxes and assessments based on or measured by the ownership of property or production of hydrocarbons or the receipt of proceeds generated by the Oil and Gas Leases which become due prior to the Effective Date have been properly paid. (5) Seller has maintained and will continue, from the Effective Date, to maintain and operate the Assets in subparagraphs (a) through (f)a reasonable and prudent manner, Seller is not making in full compliance with all applicable laws, orders and specifically disclaims any warranties or representations permits of any kind or character, express or implied, governmental authority; Seller will maintain insurance and bonds now in force with respect to the economicalAssets; Seller will pay when due all costs and expenses coming due and payable in connection with the Assets, functional, environmental or physical condition and perform all of the Premisescovenants and conditions contained in the Oil and Gas Leases and any related agreements. (6) To Seller’s knowledge, includingexcept for the Temblor bankruptcy, there are no suits, actions, claims or other proceedings pending or threatened before any court or governmental agency related to the Assets or any permits necessary for the operation of the Assets, specifically including but not limited to any claims by Lxxxx Canyon Field or Hangman Hollow Field landowners. Notwithstanding the foregoing, however, Genautica from time-to-time issues verbal threats about possible lawsuits against Trio due to various grievances including loss of investment and an issue that arose in 2013-2014 regarding the permit for cyclic steam injection, warranties or representations as which permit issue is now fully resolved. Seller shall promptly notify Purchaser of any such proceedings which may arise after the Effective Date. (7) Prior to zoningthe Effective Date, tax consequences, physical or environmental conditions, availability the Assets have been operated in all material respects in compliance with all Environmental Laws. Seller has not received written notice of access, ingress or egress, operating history or projections, valuation, governmental approvals, governmental regulations or any other matter or thing relating to or affecting the economical, functional, environmental or physical condition violation of the Premises including, without limitation: (i) the value, condition, merchantability, marketability, profitability, suitability or fitness of a particular use, habitability or purpose of the Premises, (ii) the manner or quality of the construction or materials incorporated into any of the Premises and (iii) the manner, quality, state of repair or lack of repair of the Premises. Buyer agrees that Environmental Law with respect to the PremisesAssets, Buyer and Seller has not relied upon and will not rely uponremediated all violations of Environmental Laws for which they have received notice or for which they have personal knowledge, either directly or indirectly, if any representation or warranty of Seller or any agent such violations have occurred. To the best knowledge of Seller. Buyer represents that Buyer is a knowledgeable purchaser of real estate and that Buyer is relying solely on Buyer’s own expertise and that of Buyer’s consultants and that Buyer has, or will have, conducted such inspections and investigations no Environmental Defect exists with respect to any of the Premises, including, but not limited toAssets. For the purpose of this Agreement, the physical and environmental condition thereof, and shall rely upon same, and upon closing, shall assume following terms have the risk that adverse matters, including, but not limited to, adverse physical and environmental conditions, may not have been revealed by Buyer’s inspections and investigations. Buyer acknowledges and agrees that upon closing, Seller shall sell and convey to Buyer and Buyer shall accept the Premises in its “as is” condition as of the date hereof, ordinary wear and tear excepted, with all faults, and there are no oral agreements, warranties or representations, collateral to or affecting the Premises by Seller, any agent of Seller or any third partyfollowing meanings.

Seller’s Warranties and Representations. To induce Buyer to enter into this Agreement and to purchase the best of Seller’s knowledge, without further investigationProperty, Seller warrantscovenants, covenants represents and represents warrants to Buyer as follows, all of which warranties, covenants and representations are and shall be true and correct follows as of the date of this Agreement closing: (a) There are no leases, tenancies, licenses or other rights of occupancy or use for any portion of the Premises, other than an existing farm lease. (b) No assessments for public improvements have been made against the Premises or the road beds which abut it which remain unpaid, and Seller has no knowledge and has received no notice of any proposed assessment for public improvements. There is no proceeding pending relating to the assessed valuation of any portion of the Premises. (c) Seller has no knowledge of any actions, suits, or proceedings pending or threatened against, or affecting the Premises or any portion thereof, or relating to or arising out of the ownership, management, operation or occupancy of the Premises. (d) Seller has no knowledge of any violations of any federal, state, county or municipal laws, ordinances, orders, regulations or requirements affecting any portion of the Premises. Seller has not received any notice of any such violation from any governmental authority. (e) Seller is not a foreign person under the meaning of the Foreign Investor Premises Transfer Act. (f) Seller represents and warrants that, That to the best of Seller’s knowledge, Seller has no knowledge regarding, and has received no written notice of the alleged violation of any law, ordinance, order or regulation affecting the Property issued by any governmental or quasi-governmental authority having jurisdiction over the Property that has not been corrected; (b) That to the best of seller’s knowledge, there are no (i) existing or pending improvements liens affection the property; (ii) existing, pending, or threatened lawsuits or appeals of prior lawsuits affecting the Property; (iii) existing, pending, or threatened condemnation proceedings affecting the Property; and (iv) existing, pending, or threatened zoning, building or other moratoria, zoning petition or similar matters that could affect Buyer’s use of the Property or the value of the Property; (c) Seller has not received within the last two years a written summons, citation, directive, notice, complaint or letter from the United States Environmental Protection Agency, the State of Florida Department of Environmental Protection or other federal, state or local regulation or order regarding the Property or any improvements there on and, to the best of Seller’s actual knowledge, information and belief, without any investigation or due diligence, the Property is not currently under investigation from any such violation. Further, and to the best of Seller’s knowledge, no part of the Property, or improvement thereon, is in breach of any federal, state or local environmental health and safety statues, ordinances, codes, rules, regulation’s order or decrees regulating, relating to or imposing liability in connection with any material or substance which is defined in any way as “hazardous” under any environmental laws and that no part of the subject Property has been used as a landfill, dump, toxic or waste disposal site or storage area and that there are no underground fuel storage containers or tanks located on or under thanks at the Premises, such warranty to survive settlement.subject property; (gd) Except as set forth in subparagraphs (a) through (f), Seller is not making and specifically disclaims any warranties or representations of any kind or character, express or implied, with respect to the economical, functional, environmental or physical condition of the Premises, including, but not limited to, warranties or representations as to zoning, tax consequences, physical or environmental conditions, availability of access, ingress or egress, operating history or projections, valuation, governmental approvals, governmental regulations or any other matter or thing relating to or affecting the economical, functional, environmental or physical condition of the Premises including, without limitation: (i) the value, condition, merchantability, marketability, profitability, suitability or fitness of a particular use, habitability or purpose of the Premises, (ii) the manner or quality of the construction or materials incorporated into any of the Premises and (iii) the manner, quality, state of repair or lack of repair of the Premises. Buyer agrees that with respect to the Premises, Buyer has not relied upon and will not rely upon, either directly or indirectly, any That no representation or warranty of by Seller contained in this Agreement and no statement delivered or any agent of Seller. Buyer represents that Buyer is a knowledgeable purchaser of real estate and that Buyer is relying solely on Buyer’s own expertise and that of Buyer’s consultants and that Buyer has, or will have, conducted such inspections and investigations of the Premises, including, but not limited to, the physical and environmental condition thereof, and shall rely upon same, and upon closing, shall assume the risk that adverse matters, including, but not limited to, adverse physical and environmental conditions, may not have been revealed information supplied by Buyer’s inspections and investigations. Buyer acknowledges and agrees that upon closing, Seller shall sell and convey to Buyer and Buyer shall accept pursuant to this Agreement, contains any untrue statement of a material fact or omits to state a material fact necessary to make the Premises statements or information contained in its “as is” condition as of the date hereof, ordinary wear and tear excepted, with all faults, and there are no oral agreements, warranties them or representations, collateral to or affecting the Premises by Seller, any agent of Seller or any third partyin this Agreement not misleading; and.