Status of Xxxxx. Xxxxx is a corporation duly incorporated, validly existing and in good standing under the laws of British Columbia and has the requisite corporate power and authority to carry on the business now carried on by it and to own or lease its property and to execute and deliver this Agreement.
Status of Xxxxx. Except as disclosed on Schedule 4.35 the Company has no specific agreements existing for the plugging and abandonment (including obligations for restoration of the surface) of any oil and/or gas well, salt water disposal well or other well located on the Interests other than the general obligation to plug and abandon xxxxx.
Status of Xxxxx. If Xxxxx
a) becomes bankrupt or commits an act of bankruptcy or if a receiver or receiver- manager of its assets is appointed or makes an assignment for the benefit of creditors or otherwise; or
b) materially defaults in the performance of its obligations under this Agreement and seven (7) days notice of such default is given by BIM to Xxxxx and such default is not corrected by Xxxxx within such seven (7) days; all of the functions and obligations of Xxxxx under this Agreement and any Tenancy Agreement shall thereupon be assumed by BIM and all of the rights and obligations of Xxxxx under any such agreement(s) shall thereupon be deemed to be assigned to BIM, without the need for any further act or deed. The assignment provided for herein will not affect the Qualified Tenants residing in the Designated Units and BIM, after deducting a reasonable administration fee for managing the Designated Units, shall remit the balance of the rental received from the Qualified Tenants under the Tenancy Agreements to Xxxxx.
Status of Xxxxx. Except as disclosed in Section 2.32 of the Disclosure Schedule, all Xxxxx set forth in the Independent Engineering Report, excluding proved undeveloped and proved developed nonproducing properties as identified in such report, are producing or operationally capable of producing hydrocarbons (based upon prevailing economic conditions) without the necessity of recompletion or material reworking operations. Except as disclosed in Section 2.32 of the Disclosure Schedule or reserved for in the Company Balance Sheet, the Company has no obligations existing for the plugging or abandonment (including obligations for restoration of the surface) of any oil and/or gas well, salt water disposal well or other well located at the Interests other than the general obligation to plug and abandon xxxxx.
Status of Xxxxx. (i) The Xxxxx has such knowledge, skill and experience in business, financial and investment matters so that she is capable of evaluating the merits and risks of an investment in the Shares. To the extent necessary, the Xxxxx has retained, at her own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of the Agreement and owning Shares.
(ii) The Xxxxx is an "Accredited Investor" as defined in Rule 501(a) of Regulation D under the Securities Act. The Xxxxx agrees to furnish any additional information requested to assure compliance with applicable federal and state securities laws in connection with the purchase and sale of the Shares. The Xxxxx acknowledges that she has completed the Accredited Investor Certificate contained in Appendix B and that the information contained therein is complete and accurate as of the date thereof and is she hereby affirmed as of the date hereof.
Status of Xxxxx. Xx. Brunson understands that at the time of the execution of xxxx Xxxxxxent the shares of Stock to be issued upon exercise of the Replacement Option have not been registered under the Securities Act of 1933, as amended (the "Act") or any State securities law, and that the Bank does not currently intend to effect any such registration. Until the shares of Stock acquirable upon exercise of the Replacement Option have been registered for issue under the Act, the Company will not issue such shares unless Mr. Brunson provides the Bank with a written opinion of legal xxxxxxx, xho shall be satisfactory to the Bank, addressed to the Bank and satisfactory in form and substance to the Bank's counsel, to the effect that the proposed issuance of such shares may be made without registration under the Act. In the event exemption from registration under the Act is available upon an exercise of the Replacement Option, Mr. Brunson (or the person permitted to exercise the Replacemxxx Xxxxxx in the event of his death), if requested by the Bank to do so, will execute and deliver to the Bank in writing an agreement containing such provisions as the Bank may require to assure compliance with applicable securities laws.
Status of Xxxxx. The services of Xxxxx provided pursuant to this Agreement shall be performed for the benefit of the Company by Xxxxx in the capacity of an independent contractor. Xxxxx shall not be considered, at any time that this Agreement is in force, to be an employee of the Company.
Status of Xxxxx. All xxxxx included in the Interests, and all xxxxx located on the lands affected thereby and not included in the Interests but with respect to which Seller has, or after the Closing Buyer may have, any liability to plug, either (i) are producing or capable of producing hydrocarbons in commercial quantities without the necessity of rework or recompletion operations, or (ii) are being utilized as pressure observation, injection, water supply or disposal xxxxx and are fully equipped for such operations, or (iii) have been properly plugged and abandoned in accordance with all applicable rules and regulations of governmental authorities having jurisdiction with respect thereto.
Status of Xxxxx. In carrying out this Agreement Xxxxx is acting in its own right and not as an agent of the Council.
Status of Xxxxx. From and after the Commencement Date, Xxxxx shall be an independent contractor and nothing in this Agreement shall cause Xxxxx to be treated as an employee, agent, or partner of Company.
