Representations and Warranties of the Debtors Clause Samples

Representations and Warranties of the Debtors. The Debtors hereby represent and warrant to the Secured Party (a) that except as set forth in the Consignment Agreement, the Debtors are, or to the extent that certain of the Collateral is to be acquired after the date hereof, will be, the owner of the Collateral free from, any adverse lien, security interest or encumbrance; (b) that except for such financing statements as may be described on Exhibit A attached hereto and made a part hereof, no financing statement covering the Collateral is on file in any public office, other than the financing statements filed pursuant to this Security Agreement; and (c) that all additional information, representations and warranties contained in Exhibit B-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇, B-6 and B-7 attached hereto and made a part hereof are true, accurate and complete on the date hereof.

Representations and Warranties of the Debtors. Except as (a) set forth in the corresponding section of the Company Disclosure Schedules, or (b) as disclosed in the Company SEC Documents and publicly available on the SEC’s Electronic Data-Gathering, Analysis and Retrieval system prior to the date hereof, each of the Debtors, jointly and severally, hereby represent and warrant to the Equity Commitment Parties as set forth below. Except for representations, warranties and agreements that are expressly limited as to their date, each representation, warranty and agreement is made as of the date hereof.

Representations and Warranties of the Debtors. To induce each other Party to enter into and perform its obligations under this Agreement, each Debtor hereby represents, warrants and acknowledges as follows:

Representations and Warranties of the Debtors. Except (i) as set forth in the corresponding section of the Company Disclosure Schedules or (ii) as disclosed in the Company SEC Documents filed with the SEC on or after December 31, 2019 and publicly available on the SEC’s Electronic Data-Gathering, Analysis and Retrieval system prior to the date hereof (excluding any disclosures contained in the “Forward-Looking Statements” or “Risk Factors” sections thereof), the Debtors, jointly and severally, hereby represent and warrant to the Backstop Parties (unless otherwise set forth herein, as of the date of this Agreement and as of the Closing Date) as set forth below.

Representations and Warranties of the Debtors. Except as set forth in the corresponding section of the Company Disclosure Schedules (unless otherwise set forth herein, as of the date of this Agreement and as of the Closing Date), each of the Debtors, jointly and severally, hereby represent and warrant to the Commitment Parties as set forth below.

Representations and Warranties of the Debtors. 3.1.1 Each of the Debtors, severally (and not jointly and severally), represents and warrants to each of the other Parties hereto that the following statements are true, correct, and complete as of the Execution Date and as of the Closing: (a) Each of the Debtors is validly existing and in good standing under the laws of the state of its incorporation or organization, and, subject to entry of the Approval Order, has all requisite corporate, partnership, limited liability company, or similar authority to enter into this Agreement and carry out the Midstream Transaction and other agreements contemplated hereby and to perform its obligations contemplated hereunder. Subject to entry of the Approval Order, the execution and delivery of this Agreement and the performance of such Debtor’s obligations hereunder have been duly authorized by all necessary corporate, limited liability company, partnership, or other similar action on its part. (b) Subject to approval of the Bankruptcy Court, the execution, delivery and performance by such Debtor of this Agreement does not and will not (i) violate any material provision of law, rule, or regulation applicable to it or its charter or bylaws (or other similar governing documents) or (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party, except any breach that may result from the rejection of the Rejection Agreements. (c) The execution, delivery, and performance by such Debtor of this Agreement does not and will not require any material registration or filing with, consent or approval of, or notice to, or other action, with or by, any federal, state, or governmental authority or regulatory body, except the Bankruptcy Court. (d) This Agreement is the legally valid and binding obligation of such Debtor, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. (e) Other than the H▇▇▇▇▇ Gathering Agreement and the Mitsui Letter Agreement, there are no other agreements to which any of the Debtors is a party or by which any of the Debtors is bound that would reasonably be expected, following the Closing Date, to prevent or materially restrict the Debtors from delivering gas produced from the Comanc...

Representations and Warranties of the Debtors. 16 Section 4.1 Organization; Qualification ...................................................................... 16 Section 4.2 Corporate Power and Authority ................................................................ 16 Section 4.3 Issuance ..................................................................................................... 17 Section 4.4

Representations and Warranties of the Debtors. (a) The Debtors jointly and severally represent and warrant to the Purchasers that the Debtors have rights in and good title to the Collateral and each of the Debtors has full power and authority to grant to the Purchasers the lien and security interest in the Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other person other than any consent or approval which has already been obtained. (b) The Debtors further jointly and severally represent and warrant to the Purchasers that: (i) Fully executed documents (including, without limitation, Uniform Commercial Code financing statements) containing descriptions of the Collateral will be properly filed, recorded or registered in those governmental, municipal or other offices that are necessary to establish a valid, legal and perfected first priority security interest in favor of the Purchasers in respect of all the Collateral, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration will be necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of Uniform Commercial Code continuation statements. (ii) The security interest created hereby constitutes a valid, legal and perfected first priority security interest in all the Collateral securing payment and performance of the Obligations, subject only to statutory liens and liens for taxes not yet due or payable. (iii) Each of the Debtors has disclosed in writing to the Purchasers any trade names used to identify it in its business or in the ownership of its properties.

Representations and Warranties of the Debtors. The Debtors hereby jointly and severally represent and warrant to the Buyer that, with respect to the Acquired Product Lines, the statements contained in this Article V are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article V.