Common use of Representations and Warranties of the Debtors Clause in Contracts

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 Comanche Acreage to C▇▇▇▇▇▇ G&P under the Comanche FGGPA (and the various Ratification Agreements by and among C▇▇▇▇▇▇ G&P, SN Maverick, and each of the Other Comanche Working Interest Holders pursuant to which the Other Comanche Working Interest Holders ratified the Comanche FGGPA). 3.1.2 Each of the Debtors, severally (and not jointly and severally), represents and warrants to each of the other Parties hereto that, as of the Approval Date, the Debtors have not taken or failed to take any actions during the period from the execution of this Agreement through the Approval Date that would have been violations of section 2.5.2 if the same had been taken (or failed to be taken) after the Approval Date.

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 The Debtors is are duly organized, validly existing existing, and in good standing under the laws of the state their jurisdictions 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 partformation. (b) Subject to approval of the Bankruptcy CourtCourt approval, the execution, delivery Debtors possess all requisite power and performance authority necessary to carry out the transactions contemplated 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 AgreementsAgreement. (c) Subject to Bankruptcy Court approval, FES possesses all requisite power and authority necessary to (i) bind itself and each of its subsidiary Debtors to the terms of this Agreement and (ii) enter into this Agreement on behalf of itself and each of its subsidiary Debtors. (d) Subject to Bankruptcy Court approval, FENOC possesses all requisite power and authority necessary to (i) bind itself to the terms of this Agreement and (ii) enter into this Agreement on behalf of itself. (e) Subject to Bankruptcy Court approval, this Agreement, when executed and delivered by the Debtors in accordance with the terms hereof, shall constitute a valid and binding obligation of the Debtors, enforceable in accordance with its terms. (f) The execution, delivery, and performance by such Debtor the Debtors of this Agreement does Agreement, and the fulfillment of and compliance with the respective terms hereof by the Debtors, do not and will shall not (i) conflict with or result in a breach of the terms, conditions, or provisions of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice, or both), (iii) give any third party the right to modify, terminate, or accelerate any obligation under, (iv) result in a violation of, or (v) require any material registration authorization, consent, approval, exemption, or other action by or notice or declaration to, or filing with, consent or approval ofany Governmental Entity (other than such authorization, or notice toconsent, approval, exemption, or other actionaction the failure to obtain, with or by, any federal, statesatisfy, or governmental authority comply with, as the case may be, which will not affect the validity 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 enforceability of the Debtors is Agreement or have a party material adverse effect on the Debtors' ability to perform their obligations under this Agreement or by which any the receipt of the Debtors is bound that would reasonably be expected, following Approvals and Notices required in connection with the Closing Date, to prevent or materially restrict the Debtors from delivering gas produced from the Comanche Acreage to C▇▇▇▇▇▇ G&P under the Comanche FGGPA (and the various Ratification Agreements transfers contemplated by and among C▇▇▇▇▇▇ G&P, SN Maverick, and each of the Other Comanche Working Interest Holders Section 2.2 hereof) pursuant to which (A) the Other Comanche Working Interest Holders ratified the Comanche FGGPA). 3.1.2 Each organizational documents of the Debtors, severally (and not jointly and severally), represents and warrants B) any law to each of the other Parties hereto that, as of the Approval Date, which the Debtors have not taken are subject, or failed (C) any material agreement, instrument, order, judgment, or decree to take any actions during which the period from the execution of this Agreement through the Approval Date that would have been violations of section 2.5.2 if the same had been taken (or failed to be taken) after the Approval DateDebtors are subject.

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 The Debtors is are duly organized, validly existing existing, and in good standing under the laws of the state their jurisdictions 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 partformation. (b) Subject to approval of the Bankruptcy CourtCourt approval, the execution, delivery Debtors possess all requisite power and performance authority necessary to carry out the transactions contemplated 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 AgreementsAgreement. (c) Subject to Bankruptcy Court approval, FES possesses all requisite power and authority necessary to (i) bind itself and each of its subsidiary Debtors to the terms of this Agreement and (ii) enter into this Agreement on behalf of itself and each of its subsidiary Debtors. (d) Subject to Bankruptcy Court approval, FENOC possesses all requisite power and authority necessary to (i) bind itself to the terms of this Agreement and (ii) enter into this Agreement on behalf of itself. (e) Subject to the entry of the Settlement Agreement Order, this Agreement, when Executed and delivered by the Debtors in accordance with the terms hereof, shall constitute a valid and binding obligation of the Debtors, enforceable in accordance with its terms. (f) The executionExecution, delivery, and performance by such Debtor the Debtors of this Agreement does Agreement, and the fulfillment of and compliance with the respective terms hereof by the Debtors, do not and will shall not (i) conflict with or result in a breach of the terms, conditions, or provisions of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice, or both), (iii) give any third party the right to modify, terminate, or accelerate any obligation under, (iv) result in a violation of, or (v) require any material registration authorization, consent, approval, exemption, or other action by or notice or declaration to, or filing with, consent or approval ofany Governmental Entity (other than such authorization, consent, approval, exemption, or other action the failure to obtain, satisfy, or comply with, as the case may be, which will not affect the validity or enforceability of the Agreement or have a material adverse effect on the Debtors' ability to perform their obligations under this Agreement), with the exception of any authorizations, consents, approvals, exemptions, or other actions by or notice or declaration to, or other action, with or byfiling with, 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 Governmental Entity in accordance connection with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, any transfer or other similar laws relating transaction related 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 Comanche Acreage to C▇▇▇▇▇▇ G&P under the Comanche FGGPA (and the various Ratification Agreements by and among C▇▇▇▇▇▇ G&P, SN Maverick, and each of the Other Comanche Working Interest Holders Power Plant pursuant to which (A) the Other Comanche Working Interest Holders ratified the Comanche FGGPA). 3.1.2 Each organizational documents of the Debtors, severally (and not jointly and severally), represents and warrants B) any law to each of the other Parties hereto that, as of the Approval Date, which the Debtors have not taken are subject, or failed (C) any material agreement, instrument, order, judgment, or decree to take any actions during which the period from the execution of this Agreement through the Approval Date that would have been violations of section 2.5.2 if the same had been taken (or failed to be taken) after the Approval DateDebtors are subject.