Common use of Spin Representations and Warranties Clause in Contracts

Spin Representations and Warranties. (a) Each of WPX and Xxxxxxxx represents and warrants that it has examined the Private Ruling, the Private Ruling Application and the Tax Opinion and that the facts presented and the representations made therein are true, correct and complete. (b) Each of WPX and Xxxxxxxx represents and warrants that it has not taken and has no plan or intention of taking any action or failing to take any action nor knows of any circumstance that could reasonably be expected to cause any representation or factual statement made in this Agreement, the Separation Agreement, the Private Ruling, the Private Ruling Application or the Tax Opinion to be untrue. (c) Each of Xxxxxxxx and WPX represents and warrants that, during the two-year period ending on the date hereof, there was no “agreement, understanding, arrangement, or substantial negotiations” (as such terms are defined in Regulation Section 1.355-7(h)(1), and hereinafter referred to as the “Section 355(e) Agreements”) that related to a plan pursuant to which one or more persons would acquire directly or indirectly stock representing a 50% or greater interest (within the meaning of Section 355(e) and the Regulations thereunder) in Xxxxxxxx, WPX or Apco (any such plan hereinafter referred to as a “Section 355(e) Plan”). (d) Each of Xxxxxxxx and WPX represents and warrants that it has no current plan or intention to enter into any Section 355(e) Agreements that relate to a Section 355(e) Plan.

Spin Representations and Warranties. (a) Each of WPX and Xxxxxxxx represents and warrants that it has examined the Private Ruling, the Private Ruling Application and the Tax Opinion and that the facts presented and the representations made therein are true, correct and complete. (b) Each of WPX and Xxxxxxxx represents and warrants that it has not taken and has no plan or intention of taking any action or failing to take any action nor knows of any circumstance that could reasonably be expected to cause any representation or factual statement made in this Agreement, the Separation Agreement, the Private Ruling, the Private Ruling Application or the Tax Opinion to be untrue. (c) Each of Xxxxxxxx and WPX represents and warrants that, during the two-year period ending on the date hereof, there was no “agreement, understanding, arrangement, or substantial negotiations” (as such terms are defined in Regulation Section 1.355-7(h)(1), and hereinafter referred to as the “Section 355(e) Agreements”) (other than with respect to the IPO) that related to a plan pursuant to which one or more persons would acquire directly or indirectly stock representing a 50% or greater interest (within the meaning of Section 355(e) and the Regulations thereunder) in Xxxxxxxx, WPX or Apco (any such plan hereinafter referred to as a “Section 355(e) Plan”). (d) Each of Xxxxxxxx and WPX represents and warrants that it has no current plan or intention to enter into any Section 355(e) Agreements that relate to a Section 355(e) Plan.

Spin Representations and Warranties. (a) Each of WPX and Xxxxxxxx represents and warrants that it has examined the Private Ruling, the Private Ruling Application and the any Tax Opinion issued on or prior to the date hereof and that the facts presented and the representations made therein are true, correct and complete; provided that in the event that a Private Ruling is not obtained with respect to the Spin, neither WPX nor Xxxxxxxx shall be deemed to make any representations regarding the Private Ruling Application. (b) Each of WPX and Xxxxxxxx represents and warrants that it has not taken and has no plan or intention of taking any action or failing to take any action nor knows of any circumstance that could reasonably be expected to cause any representation or factual statement made in this Agreement, the Separation Agreement, the Private RulingRuling Application or any Tax Opinion issued on or prior to the date hereof to be untrue; provided that, in the event that a Private Ruling is not obtained with respect to the Spin, neither WPX nor Xxxxxxxx shall be deemed to make any representations regarding the Private Ruling Application or the Tax Opinion to be untrueApplication. (c) Each of Xxxxxxxx and WPX represents and warrants that, during the two-year period ending on the date hereof, there was no “agreement, understanding, arrangement, or substantial negotiations” (as such terms are defined in Regulation Section 1.355-7(h)(1), and hereinafter referred to as the “Section 355(e) Agreements”) (other than with respect to the IPO) that related to a plan pursuant to which one or more persons would acquire directly or indirectly stock representing a 50% or greater interest (within the meaning of Section 355(e) and the Regulations thereunder) in Xxxxxxxx, WPX or Apco (any such plan hereinafter referred to as a “Section 355(e) Plan”). (d) Each of Xxxxxxxx and WPX represents and warrants that it has no current plan or intention to enter into any Section 355(e) Agreements that relate to a Section 355(e) Plan.