Common use of Basic Representations Clause in Contracts

Basic Representations. (a) The Grantor (w) is duly organized, validly existing and in good standing under the laws of the State of Oklahoma, (x) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (y) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (z) is in compliance with all requirements of law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a material adverse effect. (b) The Grantor has the corporate power and authority, and the legal right, to make, deliver and perform this Agreement and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any governmental authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement. This Agreement has been duly executed and delivered on behalf of the Grantor. This Agreement constitutes a legal, valid and binding obligation of the Grantor enforceable against the Grantor in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (c) The execution, delivery and performance of the Note Documents to which such Grantor is a party will not violate any requirement of law or contractual obligation of such Grantor or of any of its subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such requirement of law or contractual obligation (other than pursuant to this Agreement). (d) No litigation, investigation or proceeding of or before any arbitrator or governmental authority is pending or, to the knowledge of the Grantor, threatened by or against the Grantor or any of its affiliates or against any of its or their respective properties or revenues (x) with respect to any of the Note Documents or any of the transactions contemplated hereby or thereby, or (y) which could reasonably be expected to have a material adverse effect.

Basic Representations. (a) The Grantor Issuer (w) is duly organized, validly existing and in good standing under the laws of the State of Oklahoma, (x) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (y) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (z) is in compliance with all requirements of law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a material adverse effectMaterial Adverse Effect. (b) The Grantor Issuer has the corporate power and authority, and the legal right, to make, deliver and perform this Agreement and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any governmental authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement. This Agreement has been duly executed and delivered on behalf of the GrantorIssuer. This Agreement constitutes a legal, valid and binding obligation of the Grantor Issuer enforceable against the Grantor Issuer in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (c) The execution, delivery and performance of the Note Documents to which such Grantor the Issuer is a party will not violate any requirement of law or contractual obligation of such Grantor the Issuer or of any of its subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such requirement of law or contractual obligation (other than pursuant to this Agreement). (d) No litigation, investigation or proceeding of or before any arbitrator or governmental authority is pending or, to the knowledge of the GrantorIssuer, threatened by or against the Grantor Issuer or any of its affiliates or against any of its or their respective properties or revenues (x) with respect to any of the Note Documents or any of the transactions contemplated hereby or thereby, or (y) which could reasonably be expected to have a material adverse effectMaterial Adverse Effect.