Common use of Xxxxxxx Representations Clause in Contracts

Xxxxxxx Representations. 1.1 Xxxxxx represents and warrants to New Pacific that: (a) Xxxxxx is the registered and beneficial owner of the Property and holds the right to explore and develop the Property; (b) Xxxxxx holds the Property free and clear of all liens, charges and claims of others, and the Xxxxxx has a free and unimpeded right of access to the Property and has use of the Property surface for the herein purposes; (c) The claims set out in Schedule "A" have been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of British Columbia and are in good standing in British Columbia as of the date of this Agreement and expire on June 6, 2003; (d) There are no adverse claims or challenges against or to Xxxxxx'x ownership of or title to any of the Property nor to the knowledge of Xxxxxx is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof; (e) Xxxxxx has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which Xxxxxx is a party or by which it is bound or to which it is subject; (f) The terms of this Agreement have been authorized by all necessary corporate acts and deeds of Xxxxxx in order to give effect to the terms hereof; and (g) No proceedings are pending for, and Xxxxxx is unaware of any basis for, the institution of any proceedings which could lead to the placing of Xxxxxx in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of Xxxxxx set out in subsection 1.1 above form a part of this Agreement and are conditions upon which New Pacific has relied in entering into this Agreement and shall survive the acquisition of any interest in the Property by New Pacific. 1.3 Xxxxxx will indemnify New Pacific from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Xxxxxx and contained in this Agreement. 1.4 Xxxxxx acknowledges and agrees that New Pacific has entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known or which may hereafter become known to New Pacific shall limit or extinguish the right to indemnity hereunder, and, in addition to any other remedies it may pursue, New Pacific may deduct the amount of any such loss or damage from any amounts payable by it to Xxxxxx hereunder.

Xxxxxxx Representations. 1.1 Xxxxxx represents Xxxxxxx hereby makes the following representations and warrants warranties to New Pacific that:Baytown and WGEC. (a) Xxxxxx Xxxxxxx is a Company duly organized, validly existing and in good standing under the registered and beneficial owner laws of the Property State of Nevada and holds is qualified or licensed as a foreign corporation in any other jurisdiction where said licensing is required. Xxxxxxx has the right full power and authority to explore conduct the business in which it is engaged and develop will be engaged upon completion of the Property;transaction contemplated herein. (b) Xxxxxx holds the Property free The execution and clear delivery of all liens, charges and claims of others, this Agreement by Xxxxxxx and the Xxxxxx performance of Xxxxxxx'x obligations hereunder have been duly authorized and approved by all requisite corporate action on the part of Xxxxxxx pursuant to applicable law. Xxxxxxx has a free the power and unimpeded right of access authority to the Property execute and has use of the Property surface for the herein purposes;deliver this Agreement and to perform all its obligations hereunder. (c) The claims set out This Agreement and any other documents, instruments and agreements executed by Xxxxxxx in Schedule "A" have been duly connection herewith constitute the valid and validly located and recorded legally binding agreements of Xxxxxxx, enforceable against Xxxxxxx in a good and miner-like manner pursuant to the accordance with their terms, except that (i) enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of British Columbia and are in good standing in British Columbia as general application affecting the enforcement of the date rights and remedies of this Agreement creditors; and expire on June 6, 2003;(ii) the availability of equitable remedies may be limited by equitable principles. (d) There are no adverse claims Neither the execution, delivery nor performance of this Agreement or challenges against any other documents, instruments or to Xxxxxx'x ownership agreements executed by Xxxxxxx in connection herewith, nor the consummation of the transactions contemplated hereby: (i) constitutes a violation of or title default under (either immediately, upon notice or upon lapse of time) the Articles of Incorporation or Bylaws of Xxxxxxx, any provision of any contract to which Xxxxxxx may be bound, any judgment or any law; or (ii) will or could result in the creation or imposition of any encumbrance upon, or give to any third person any interest in or right to, the any capital stock of Xxxxxxx; or (iii) will or could result in the Property nor loss or adverse modification of, or the imposition of any fine or penalty with respect to, any license, permit or franchise granted or issued to, or otherwise held by or for the use of, Xxxxxxx; or (iv) violate any applicable law or order currently in effect to which Xxxxxxx is subject. (e) Xxxxxxx is not a party to, the subject of, or threatened with any litigation nor, to the knowledge best of Xxxxxx Xxxxxxx'x knowledge, is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Property or for any portion thereof; (e) Xxxxxx has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will litigation. Xxxxxxx is not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which Xxxxxx is a party or by which it is bound or to which it is subject; (f) The terms of this Agreement have been authorized by all necessary corporate acts and deeds of Xxxxxx in order to give effect to the terms hereof; and (g) No proceedings are pending for, and Xxxxxx is unaware of any basis for, contemplating the institution of any proceedings which could lead to the placing of Xxxxxx in bankruptcy, or in any position similar to bankruptcylitigation. 1.2 The representations and warranties of Xxxxxx set out in subsection 1.1 above form a part of this Agreement and are conditions upon which New Pacific has relied in entering into this Agreement and shall survive the acquisition of any interest in the Property by New Pacific. 1.3 Xxxxxx will indemnify New Pacific from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Xxxxxx and contained in this Agreement. 1.4 Xxxxxx acknowledges and agrees that New Pacific has entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known or which may hereafter become known to New Pacific shall limit or extinguish the right to indemnity hereunder, and, in addition to any other remedies it may pursue, New Pacific may deduct the amount of any such loss or damage from any amounts payable by it to Xxxxxx hereunder.

Xxxxxxx Representations. 1.1 Xxxxxx x. Xxxxxxx represents and warrants to New Pacific that: (a) Xxxxxx is the registered and beneficial owner of the Property and holds the right to explore and develop the Property; (b) Xxxxxx holds the Property free and clear of all liens, charges and claims of others, and the Xxxxxx has a free and unimpeded right of access to the Property and has use of the Property surface for the herein purposes; (c) The claims set out in Schedule "A" have been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of British Columbia and are in good standing in British Columbia that as of the date on which Xxxxxxx signed this Agreement, Xxxxxxx has not filed any claims, complaints, charges, or lawsuits against any of the Released Parties with any governmental agency or with any state or federal court for or with respect to a matter, claim, or incident, which occurred or arose out of one or more occurrences that took place on or prior to the date on which Xxxxxxx signed this Agreement. Xxxxxxx further represents and warrants that as of the date he signed this Agreement, Xxxxxxx has made no assignment, sale, delivery, transfer or conveyance of any rights Xxxxxxx has asserted or may have against any of the Released Parties with respect to any Released Claim. x. Xxxxxxx represents and warrants that (i) as of the date on which Xxxxxxx signed this Agreement, Xxxxxxx has good and valid title to all of the Retained Units held by Xxxxxxx, and (iii) as of the date Xxxxxxx signed this Agreement, Xxxxxxx has never made any assignment, sale, delivery, transfer or conveyance of such Retained Units. c. By executing and delivering this Agreement, Xxxxxxx acknowledges that Xxxxxxx has carefully read this Agreement and expire on June 6, 2003; (d) There are no adverse claims or challenges against or to Xxxxxx'x ownership of or title to any that some of the Property nor consideration Xxxxxxx is receiving under this Agreement he was not otherwise entitled to the knowledge of Xxxxxx is there any basis thereforreceive, and there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof; (e) Xxxxxx has the full right, authority and capacity to enter but for Xxxxxxx’ entry into this Agreement. Xxxxxxx further represents that Xxxxxxx fully understands the final and binding effect of this Agreement; the only promises made to Xxxxxxx to sign this Agreement without first obtaining the consent are those stated in this Agreement; and Xxxxxxx is signing this Agreement knowingly, voluntarily and of any other person or body corporate Xxxxxxx’ own free will and the consummation with full understanding of the transaction herein contemplated will not conflict with or result in any breach legal and tax consequences of any covenants or agreements contained in, or constitute a default under, or result in this Agreement; and Xxxxxxx understands and agrees to each of the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which Xxxxxx is a party or by which it is bound or to which it is subject; (f) The terms of this Agreement have been authorized by all necessary corporate acts and deeds of Xxxxxx in order to give effect to the terms hereof; and (g) No proceedings are pending for, and Xxxxxx is unaware of any basis for, the institution of any proceedings which could lead to the placing of Xxxxxx in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of Xxxxxx set out in subsection 1.1 above form a part of this Agreement and are conditions upon which New Pacific has relied in entering into this Agreement and shall survive the acquisition of any interest in the Property by New Pacific. 1.3 Xxxxxx will indemnify New Pacific from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Xxxxxx and contained in this Agreement. 1.4 Xxxxxx x. Xxxxxxx acknowledges that Xxxxxxx has fulfilled all obligations known to Xxxxxxx to raise any and agrees all legal, regulatory or compliance concerns known to Xxxxxxx while Xxxxxxx was employed with any of the Company Parties, and that New Pacific has entered into as of the time Xxxxxxx signed this Agreement relying on Xxxxxxx was not aware of any legal, regulatory or compliance related issues that Xxxxxxx has not previously raised with the warranties and representations and other terms and conditions Company Parties. Xxxxxxx further acknowledges that as of the time Xxxxxxx signed this Agreement and Xxxxxxx was aware of no conduct by any of the Released Parties that no information which is now known or which may hereafter become known to New Pacific shall limit or extinguish the right to indemnity hereunder, and, in addition to any other remedies it may pursue, New Pacific may deduct the amount Xxxxxxx reasonably believed constitutes a violation of any federal, state or local law, rule, ordinance or regulation. x. Xxxxxxx represents that as of the time Xxxxxxx signed this Agreement Xxxxxxx has no knowledge of the existence of any Proceeding against any of the Released Parties. In the event that any such loss Proceeding has been filed, Xxxxxxx will promptly take all reasonable actions necessary to withdrawal or damage from any amounts payable terminate that Proceeding unless prohibited by it to Xxxxxx hereunderlaw.

Xxxxxxx Representations. 1.1 Xxxxxx represents Except as expressly disclaimed in section 12 ------------------------ hereof, Sellers represent the following to the best of their knowledge and warrants to New Pacific thatbelief: (a1) Xxxxxx is the registered and beneficial owner of the Property and holds the right to explore and develop the Property; (b) Xxxxxx holds the Property free and clear of all liens, charges and claims of othersThe Interests are owned as represented, and the Xxxxxx has Sellers have the authority and capacity to sell and convey the same; 2) None of the Sellers have defaulted or violated any agreement to which they are a free and unimpeded right of access party in any material respect or any material obligation to which Sellers are bound affecting or pertaining to the Property and has use of the Property surface for the herein purposesInterests other than as disclosed hereunder or on any Exhibit attached hereto; (c) The claims set out in Schedule "A" have been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of British Columbia and are in good standing in British Columbia as of the date of this Agreement and expire on June 6, 2003; (d3) There are no adverse claims pending suits, actions, claims, investigations or challenges against any legal, administrative or arbitration proceedings affecting or pertaining to Xxxxxx'x ownership the Interests other than Cause No. M-05-0003-CV-A, Xxxx X. Xxxxxx, et al. v. Xxxxx Xxxxxxx, et al., in the 36th Judicial District Court of XxXxxxxx County, Texas; 4) The oil and gas leases included within and underlying the Interests are in full force and effect; 5) To the knowledge of Seller, all material royalties (other than royalties held in suspense), rentals and other payments due under the leases being conveyed have been properly and timely paid, and all conditions necessary to keep such leases in force have been fully performed. No notices have been received by Sellers of any claim to the contrary; 6) From July 1, 2005, until Closing, there has not been and will not be: a) Any material damage, destruction or title loss to or of the Interests or related assets, whether or not covered by insurance; b) Any sale, lease or other disposition of the Interests or related assets; c) Any mortgage, pledge or grant of a lien or security interest in any of the Property nor Interests; or d) Any contract or commitment to do any of the foregoing. 7) There will not be as of Closing any imbalances in the purchase and sale of oil and gas from the Interests that would impair the ability of Purchaser to receive future payments for a share of production of oil and gas proportionate to the knowledge of Xxxxxx is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof; (e) Xxxxxx has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which Xxxxxx is a party or by which it is bound or to which it is subject; (f) The terms of this Agreement have been authorized by all necessary corporate acts and deeds of Xxxxxx in order to give effect to the terms hereofInterests being purchased; and (g) No proceedings are pending for, and Xxxxxx is unaware of any basis for, the institution of any proceedings which could lead 8) Sellers have not paid to the placing operator Sellers' share of expenses for drilling the Xxxxxxxx-Xxxxxx in bankruptcy, or in any position similar to bankruptcyGas Unit No. 11 and the Xxxxxxxx Fee No.1 xxxxx. 1.2 The representations and warranties of Xxxxxx set out in subsection 1.1 above form a part of this Agreement and are conditions upon which New Pacific has relied in entering into this Agreement and shall survive the acquisition of any interest in the Property by New Pacific. 1.3 Xxxxxx will indemnify New Pacific from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Xxxxxx and contained in this Agreement. 1.4 Xxxxxx acknowledges and agrees that New Pacific has entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known or which may hereafter become known to New Pacific shall limit or extinguish the right to indemnity hereunder, and, in addition to any other remedies it may pursue, New Pacific may deduct the amount of any such loss or damage from any amounts payable by it to Xxxxxx hereunder.